UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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
of incorporation or organization) number)
120 KANE STREET, P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (808) 877-3351
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, without Par Value American Stock Exchange
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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value, as of February 12, 2002, of the
voting stock held by non-affiliates of the registrant:
$163,704,000.
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 February 12, 2002
Common Stock, no par value 7,195,800 shares
Documents incorporated by reference:
Parts I, II and IV -- Portions of the 2001 Annual Report to
Security Holders.
Part III - Portions of Proxy Statement dated March 25, 2002.
Exhibit Index--pages 17-19.
PART I
Item 1. BUSINESS
(a) General
Maui Land & Pineapple Company, Inc. is a Hawaii corporation,
the successor to a business organized in 1909. The Company
consists of a landholding and operating parent company as well as
its principal wholly owned subsidiaries, Maui Pineapple Company,
Ltd. and Kapalua Land Company, Ltd. The "Company," as used
herein, refers to the parent and all of its subsidiaries.
The Company participates in joint ventures that are
accounted for by the equity method. The most significant of
these joint ventures is Kaahumanu Center Associates, the owner
and operator of a regional shopping center.
The industry segments of the Company are as follows:
(1) Pineapple - includes growing pineapple,
canning pineapple in tinplated steel containers
fabricated by the Company, production of pineapple
juice and fresh cut pineapple products and
marketing of canned pineapple products and fresh
whole and fresh cut pineapple.
(2) Resort - includes the development and sale of
resort real estate, property management and the
operation of recreational and retail facilities
and utility companies at Kapalua, Maui.
(3) Commercial & Property - includes the
Company's investment in Kaahumanu Center
Associates, the Napili Plaza shopping center, and
non-resort real estate development, rentals and
sales. It also includes the Company's land
entitlement and land management activities.
(b) Financial Information About Industry Segments
The information set forth under Note 14 to Consolidated
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 2001 Annual Report is incorporated herein by
reference.
(c) Narrative Description of Business
(1) Pineapple
Maui Pineapple Company, Ltd. is the operating
subsidiary for the Company's Pineapple segment. It owns and
operates fully integrated facilities for the production of
pineapple products.
Pineapple is cultivated on two Company-operated
plantations on Maui that provided approximately 93% of the
fruit processed in 2001. The balance of fruit processed was
purchased from an independent Maui grower. Two pineapple
crops are normally harvested from each new planting. The
first, or plant crop, is harvested approximately 18 to 23
months after planting, and the second, or ratoon crop, is
harvested 12 to 14 months later. A third crop, the second
ratoon, may be harvested depending on a number of
conditions.
Harvested pineapple is processed at the Company's
cannery in Kahului, Maui, where a full line of canned
pineapple products is produced, including solid pineapple in
various grades and styles, juice and juice concentrates.
The cannery is located in a foreign trade zone and operates
most of the year; however, over 40% of production volume
takes place during June, July and August. The metal
containers used in canning pineapple are produced in a
Company-owned can plant on Maui. The metal is imported from
manufacturers in Japan. A warehouse is maintained at the
cannery site for inventory purposes.
The Company sells canned pineapple products as store-
brand pineapple with 100% HAWAIIAN U.S.A. stamped on the can
lid. Its products are sold principally to large grocery
chains, other food processors, wholesale grocers, and to
organizations offering a complete buyers' brand program to
affiliated chains and wholesalers serving both retail and
food service outlets. A substantial volume of the Company's
pineapple products is marketed through food brokers.
The Company sells fresh whole pineapple and fresh cut
pineapple products to retail and wholesale grocers in Hawaii
and the continental United States. Research to develop new
fresh cut and canned pineapple products is ongoing.
In 1999, the Company was granted a U.S. patent on its
fresh cut pineapple technology, which enhances the quality
of the product while extending the shelf life. The extended
shelf life allows the Company to set up local warehouse
programs, thereby facilitating distribution to retailers.
Royal Coast Tropical Fruit Company, Inc. (a wholly
owned subsidiary of Maui Pineapple Company, Ltd.) was
established to market pineapple products produced outside of
the state of Hawaii.
In 1997, Royal Coast Tropical Fruit Company,
Inc. (a wholly owned subsidiary of Maui Pineapple Company,
Ltd.) entered into a joint venture with an Indonesian
pineapple grower and canner. The joint venture, Premium
Tropicals International LLC, markets and sells Indonesian
canned pineapple in the United States.
In 1999, Royal Coast Tropical Fruit Company,
Inc. formed a 51%-owned pineapple production subsidiary in
Central America. Pineapple cultivated in Central America is
sold principally as fresh whole fruit to the Company's
customers in the United States and Europe. Sales of the
Company's Central American pineapple began in the fourth
quarter of 2000.
In 2001, approximately 20 domestic customers accounted
for about 79% of the Company's pineapple sales. Export
sales, primarily to Japan, Canada and Western Europe,
amounted to approximately 2.1%, 3.3% and 3.4% of total
pineapple sales in 2001, 2000 and 1999, respectively. Sales
to the United States government, mainly the Department of
Agriculture, amounted to approximately 19.2%, 12.3% and 9.7%
of total pineapple sales in 2001, 2000 and 1999,
respectively. The Company's pineapple sales office is in
Concord, California.
As a service to its customers, the Company maintains
inventories of its products in public warehouses in the
continental U.S. The balance of its products is shipped
directly from Hawaii to its customers. The Company's canned
pineapple products are shipped from Hawaii by ocean
transportation and are then taken by truck or rail to
customers or to public warehouses. Fresh whole and fresh
cut pineapple is shipped by air or by ocean transportation.
The Company sells its products in competition with both
foreign and U.S. companies. Its principal competitors are
three U.S. companies, Dole Food Company, Inc., Del Monte
Food Co., and Del Monte Fresh Produce Company, which produce
substantial quantities of pineapple products, a significant
portion of which is produced in Central America and
Southeast Asia. Other producers of pineapple products in
Thailand and Indonesia also are a major source of
competition. Foreign production has the advantage of lower
labor costs. The Company's principal marketing advantages
are the high quality of its fresh and canned pineapple, the
relative proximity to the U.S. West Coast fresh fruit market
and being the only U.S. canner of pineapple. Other canned
fruits and fruit juices also are a source of competition.
The price of the Company's products is influenced by supply
and demand of pineapple and other fruits and juices.
The availability of water for irrigation is critical to
the cultivation of pineapple. The Upcountry Maui area is
commonly susceptible to drought conditions, which can
adversely affect pineapple operations by resulting in poor
yields (tons per acre) and lower recoveries (the amount of
saleable product per ton of fruit processed). Approximately
83% of the fields in the Company's Upcountry Maui plantation
(Haliimaile) are equipped with drip irrigation systems.
Fields that are not drip irrigated are in areas that
typically receive adequate rainfall. The Company's drip
irrigation systems and Company controlled or operated water
sources help to mitigate the effects of periodic drought
conditions. However, during periods of prolonged drought,
the water supply can drop below levels that are necessary to
meet all of the Haliimaile plantation's water requirements.
For further information regarding Pineapple operations,
see Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(2) Resort
Kapalua Resort is a master-planned, golf resort
community on Maui's northwest coast. The Resort encompasses
1,650 acres bordering the ocean with three white sand
beaches and includes two hotels, eight residential
subdivisions, three championship golf courses, two ten-court
tennis facilities, a 22,000 square foot shopping center and
over ten restaurants. Water and sewer transmission
utilities are included in the Resort's operating activities.
Approximately 300 acres are available for further
development within the Kapalua Resort.
Kapalua Land Company, Ltd. is the developing and
operating subsidiary of the Company's Resort segment. The
Resort segment includes the following wholly owned
subsidiaries of the Company: Kapalua Water Company, Ltd.
and Kapalua Waste Treatment Company, Ltd., public utilities
providing water and waste transmission services for the
Kapalua Resort; Kapalua Advertising Company, Ltd., an in-
house advertising agency; and Kapalua Realty Company, Ltd.
(wholly owned by Kapalua Land Company, Ltd.), a general
brokerage real estate company located within the Resort.
The Company, through subsidiaries and joint ventures,
developed the Kapalua Resort, which opened in 1975 with The
Bay Course. At Kapalua, the Company owns three golf courses
(The Bay, The Village and The Plantation Courses), one
tennis facility (The Tennis Garden), a shopping center (The
Kapalua Shops), the land under both hotels (The Ritz-
Carlton, Kapalua and Kapalua Bay Hotel), as well as the
acreage available for development and various on-site
administrative and maintenance facilities.
The Company operates the golf and tennis facilities,
the shopping center, ten retail shops, a vacation rental
program (The Kapalua Villas), and certain services to the
Resort, including shuttle, security and maintenance of
common areas. The Company is the ground lessor under long-
term leases for both hotels and also receives rental income
from certain other properties. The Company manages The
Kapalua Club, a membership program that provides certain
rights benefits and privileges within the Resort for its
members.
In January 2000, the Kapalua Golf Academy and the Hale
Irwin-designed Village Course practice facility opened for
business. In August 2000, the Village Clubhouse was opened.
The clubhouse and golf academy development include an 18-
hole putting course and two commercial retail parcels. This
development provides the commercial foundation for the
central resort area. The current master plan includes a
future commercial Town Center, resort spa and additional
residential development.
The Company has begun the planning and entitlement
process for a proposed expansion of the Kapalua Resort into
approximately 925 acres of Company-owned lands located
upslope of the Resort. If and when necessary governmental
approvals are secured and the development proceeds, this
expansion would, under current plans, include a possible
expansion to the Resort's Village Golf Course, development
of up to 690 single and multifamily residential units, and
commercial components.
During 2001, the company recognized profit on 20 of the
31 lots in the Pineapple Hill Estates single-family
subdivision. Construction of Pineapple Hill Estates
subdivision improvements began in the first quarter of 2001
and was substantially completed during the fourth quarter of
2001.
In 1997, the Company and YCP Site 29, Inc. (YCP),
formed a 50/50 joint venture, Kapalua Coconut Grove LLC, to
develop a 12-acre parcel adjacent to the hotel. YCP
purchased a one-half interest in the land from the Company
prior to formation of the venture. Presales of the 36
luxury beachfront condominiums, called The Coconut Grove on
Kapalua Bay, began in August of 1999 and sales contracts on
all 36 units were concluded by the second quarter of 2000.
Mass grading and site work began in the fourth quarter of
1999 and the units were completed in 2001. In 2001, the
sale of all 36 condominium units closed escrow as title was
delivered to the buyers upon completion of the individual
residencesunits.
The Kapalua Resort faces substantial competition from
alternative visitor destinations and resort communities in
Hawaii and throughout the world. Kapalua's marketing
strategies target upscale visitors with an emphasis on golf.
In 2001, approximately 20% of the visitors to Maui were
international travelers and 80% were domestic. Kapalua's
primary resort competitors on Maui are Kaanapali, which is
approximately five miles from Kapalua, and Wailea on Maui's
south coast. Kapalua's total guestroom inventory accounts
for approximately 10% of the units available in West Maui
and approximately 6% of the total inventory on Maui.
Nationally televised professional golf tournaments have
been a major marketing tool for Kapalua. Since January
1999, Kapalua has successfully hosted the Mercedes
Championships, the season opening event for the PGA TOUR.
Through the non-profit organization, Kapalua Maui Charities,
Inc., the Company has agreements with Mercedes-Benz and the
PGA TOUR to host and manage this event at Kapalua through
January 2006. Advertising placements in key publications
are designed to promote Kapalua through the travel trade,
consumer, golf and real estate media.
For further information regarding Resort operations,
see Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(3) Commercial & Property
Queen Ka'ahumanu Center (formerly Kaahumanu Center) is
the largest retail and entertainment center on Maui with a
gross leasable area (GLA) of approximately 570,000 square
feet. Queen Ka'ahumanu Center is owned by Kaahumanu Center
Associates (KCA), a 50/50 partnership between the Company,
as general partner, and the Employees' Retirement System of
the State of Hawaii, as a limited partner. As of December
31, 2001, 131 tenants occupied 96% of the available GLA.
Queen Ka'ahumanu Center faces substantial competition from
other retail centers in Kahului and other areas of Maui.
Kahului has approximately nine major shopping center
destinations with a combined GLA of approximately 2.1
million square feet of retail space. Queen Ka'ahumanu
Center's primary competitors are the Maui Mall and the Maui
Marketplace, both located within three miles of Queen
Ka'ahumanu Center.
Napili Plaza is a 45,000 square foot retail and
commercial office center located in West Maui. As of
December 31, 2001, 22 tenants occupied 80% of the GLA.
Napili Plaza faces competition from several retail locations
in the Napili area, which have approximately 231,000 square
feet of retail spaceGLA.
The Company's land entitlement and management
activities are included in the Commercial & Property
segment. Land entitlement is a lengthy process of obtaining
the required county, state and federal approvals to proceed
with planned development and use of the Company's land and
satisfying all conditions and restrictions imposed in
connection with such governmental approvals. The Company
actively works with the community and with regulatory
agencies and legislative bodies at all levels of government
to obtain necessary entitlements consistent with the needs
of the community.
For further information regarding Commercial & Property
operations, see Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(4) Employees
In 2001, the Company employed approximately 1,830
employees. Pineapple operations employed approximately 510
full-time and approximately 750 seasonal or intermittent
employees. Approximately 57% of the Pineapple operations
employees were covered by collective bargaining agreements.
Resort operations employed approximately 460 employees, of
which approximately 12% were part-time employees and
approximately 30% were covered by collective bargaining
agreements. The Company's Commercial & Property operations
employed approximately 80 employees and approximately 30
employees were engaged in administrative activities.
(5) Other Information
The Company's Pineapple segment engages in continuous
research to develop techniques to reduce costs through crop
production and processing innovations and to develop and
perfect new products. Improved production systems have
resulted in increased productivity by the labor force.
Research and development expenses approximated $1,073,000 in
2001, $984,000 in 2000 and $839,000 in 1999.
The Company has reviewed its compliance with federal,
state and local provisions that regulate the discharge of
materials into the environment or otherwise relate to the
protection of the environment. The Company does not expect
any material future financial impact as a result of
compliance with these laws.
The Company has a commitment relating to the filtration
of water wells, as described in Note 15 to Consolidated
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 Company has a commitment relating to the
remediation of certain pesticide-contaminated soilexpects to
remediate certain soils on a Company-owned development
parcel that contain pesticide residues, as described in Note
15 to Consolidated Financial Statements. The cost of
remediation will depend on the various alternatives as to
use of the property and the method of remediation. Until
the Company makes further progress on obtaining the proper
entitlements for the parcel, the ultimate use of the
property remains uncertain and therefore an estimate of the
remediation cost cannot be made.
(d) Financial Information About Foreign and Domestic Operations
and Export Sales
Export sales only arise in the Company's Pineapple segment.
Export sales of pineapple products are primarily to Japan,
Western Europe and Canada. For the last three years, these sales
did not exceed 10% of total consolidated revenues.
Executive Officers of Registrant
Below is a list of the names and ages of the Company's
executive officers, indicating their position with the Company
and their principal occupation during the last five years. The
current terms of the executive officers expire in May of 2002 or
at such time as their successors are elected.
Gary L. Gifford (54) President and Chief Executive Officer
since 1995
Paul J. Meyer (54) Executive Vice President/Finance since
1984
Douglas R. Schenk (49) Executive Vice President/Pineapple since
1995
Donald A. Young (54) Executive Vice President/Resort &
Commercial Property since 2001;
Executive Vice President/Resort since
1995
J. Susan Corley (58) Vice President/Human Resourses since
2000;
Director/Human Resourses 1998 to 2000;
Director/Industrial Relations of
Reynolds Metals Co., Inc. 1994 to 1998
Scott A. Crockford (46) Vice President/Retail Property since
1995
Robert M. McNatt (55) Vice President/Land Planning &
Development since 2001; Vice
President/Development of Kapalua Land
Company since 1996
Warren A. Suzuki (49) Vice President/Land & Water Asset
Management since 2001; Vice
President/Land Management & Development
since 1995
Item 2. PROPERTIES
The Company owns approximately 28,600 acres of land on Maui.
Approximately 30% of the acreage is used directly or indirectly
in the Company's operations and the remaining land is primarily
in pasture or forest reserve. This land, most of which was
acquired from 1911 to 1932, is carried on the Company's balance
sheet at cost. The Company believes it has clear and
unencumbered marketable title to all such property, except for
the following:
(a) a perpetual conservation easement granted to the State of
Hawaii on a 13-acre parcel at Kapalua;
(b) certain easements and rights-of-way that do not materially
affect the Company's use of its property;
(c) a mortgage on approximately 4,400 acres used in pineapple
operations, which secures the Company's $15 million term loan
agreement;
(d) a mortgage on the three golf courses at Kapalua, which
secures the Company's $25 million revolving credit facility;
(e) a permanent conservation easement granted to The Nature
Conservancy of Hawaii, a non-profit corporation, covering
approximately 8,600 acres of forest reserve land;
(f) a $4,629,000 mortgage on the fee interest in Napili Plaza
shopping center; and
(g) a small percentage of the Company's land in various
locations on which multiple claims exist, for some of which the
Company has initiated quiet title actions.
Approximately 22,800 acres of the Company's land are located
in West Maui, approximately 5,700 acres are located in East Maui
and approximately 28 acres are located in Kahului, Maui.
The 22,800 acres in West Maui comprise a largely contiguous
parcel that extends from the sea to an elevation of approximately
5,700 feet and includes nine miles of ocean frontage with
approximately 3,300 lineal feet along sandy beaches, as well as
agricultural and grazing lands, gulches and heavily forested
areas. The West Maui acreage includes approximately 3,600 acres
comprising the Company's Honolua pineapple plantation and
approximately 1,650 acres designated for the Kapalua Resort.
The East Maui property is situated at elevations between
1,000 and 3,000 feet above sea level on the slopes of Haleakala
and approximately 3,140 acres are in pineapple operations as the
Company's Haliimaile plantation.
The Kahului acreage includes a can manufacturing plant and a
pineapple-processing cannery with interconnected warehouses at
the cannery site where finished product is stored and the
Company's administrative offices.
Approximately 3,500 acres of leased land are used in the
Company's pineapple operations. A major operating lease covering
approximately 1,500 acres of land expired on December 31, 1999
and is currently being renegotiated for a minimum term of ten
years. Thirteen leases expiring at various dates through 2018
cover the balance of the leased property. The aggregate land
rental for all leased land was $583,000 in 2001.
Item 3. LEGAL PROCEEDINGS
On April 5, 2001, the Company filed a lawsuit against Del
Monte Fresh Produce Company, Del Monte Fresh Produce (N.A.), and
Del Monte Fresh Produce (Hawaii), Inc. (collectively, Del Monte
Fresh), Maui Pineapple Company, Ltd., et al. v. Del Monte Fresh
Produce (Hawaii), Inc., et al. Civil No. 01-1-0173(1), (Circuit
Court of the Second Circuit, State of Hawaii). Del Monte Fresh
is one of the Company's principal competitors in the fresh
pineapple products business. In this lawsuit, the Company
maintains that it co-owns and has the right to grow, develop,
market, license and otherwise use two hybrid pineapple varieties
that were jointly developed by the Company and the predecessor of
Del Monte Fresh through the Pineapple Research Institute of
Hawaii. The first hybrid, which the Company refers to as "73-50"
and which Del Monte Fresh refers to as "CO-2" is marketed by the
Company under its "Hawaiian Gold" registered trademark. The
second hybrid, which the Company refers to as "73-114" and which
Del Monte Fresh refers to as "MD-2" is marketed by the Company
outside the United States under its "Royal Coast" label and is
marketed by Del Monte Fresh as "Del Monte Gold - Extra-Sweet
Pineapple" registered trademark. Del Monte Fresh disputes the
Company's co-ownership of and rights to these hybrids. In the
lawsuit, the Company seeks declaratory relief regarding its
co-ownership and rights as well as monetary damages, restitution,
injunctive relief, legal fees and costs and punitive damages.
Del Monte Fresh disputes the Company's co-ownership of and rights
to these hybrids and has asserted a counterclaim against the
Company seeking declaratory relief as well as damages. Discovery
is ongoing in this action
and no trial date has been set.
On April 12, 2001, the Company filed a separate lawsuit
against Del Monte Fresh as well as Fresh Del Monte Produce, Inc.
and Del Monte Corporation, Maui Pineapple Company, Ltd., et al.
v. Del Monte Corporation, et al., Case No: C 01-01449 CRB, in the
United States District Court For the Northern District of
California (San Francisco Division). In this lawsuit, the
Company maintains that the defendants have, in their marketing of
pineapple and other fruit and vegetable products, infringed on
and diluted the Company's "Hawaiian Gold" registered trademark in
violation of the federal Lanham Act and state and common law
prohibitions on unfair competition, dilution, and trademark and
advertising infringement. The Company seeks preliminary and permanent
injunctive relief, compensatory damages, restitution, attorney's
fees, legal costs, treble damages and punitive damages. One of
the defendants in this action, Del Monte Fresh Produce N.A.,
Inc., has filed a counterclaim alleging that the Company has
infringed on its patent on one of the pineapple hybrid varieties
that is the subject of the Second Circuit Court, State of Hawaii
action that is described in the paragraph above. In that
counterclaim, Del Monte seeks injunctive relief, damages, treble
damages, interest and attorneys' fees. Discovery is ongoing in
this action and no trial date has been set.
On September 11, 2001, a complaint against the Company, Del
Monte Fresh Produce (Hawaii) Inc. v. Maui Pineapple Company,
Ltd., Civil No. 01-1-2671-09, was filed in the First Circuit
Court of the State of Hawaii. Maui Pineapple Company (defendant)
is the owner of trade secrets consisting of a combination of
patented and unpatented inventions, technical information,
technology, information and expertise required to construct and
operate a machine known as the Maui Pine 1960 Ginaca Machine. A
Ginaca machine is a device that peels, cores and otherwise
prepares pineapples. In 1979, defendant and Del Monte
Corporation (an entity unrelated to the plaintiff) entered into a
License Agreement whereby under certain conditions and
restrictions, Del Monte Corporation was allowed to build and to
use defendant's trade secrets. The suit alleges that the
defendant is unjustly prohibiting use of the trade secrets by
plaintiff. The plaintiff seeks declaratory relief and legal and
other costs. On September 24, 2001, defendant filed a
counterclaim citing that the plaintiff was not a party to the
License Agreement, that the License Agreement prohibited
assignment or sub-licensing under any circumstances, and that use
of the defendant's trade secrets by plaintiff is wrongful and
unauthorized. Defendant seeks declaratory judgment, injunctive
relief, damages, punitive and/or exemplary damages and legal
costs. At a conference with the trial judge on October 5, 2001,
plaintiff agreed not to use the trade secrets outside of the
state of Hawaii. The parties have filed cross motions for
summary judgment on their claims. No trial date has been set.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information set forth under the caption "Common Stock"
on page 20 of the Maui Land & Pineapple Company, Inc. 2001 Annual
Report is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Selected
Financial Data" on page 20 of the Maui Land & Pineapple Company,
Inc. 2001 Annual Report is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 21 through 24 of the Maui
Land & Pineapple Company, Inc. 2001 Annual Report is incorporated
herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
"Market Risk" on page 24 of the Maui Land & Pineapple
Company, Inc. 2001 Annual Report is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Independent Auditors' Report," "Consolidated Financial
Statements," "Notes to Consolidated Financial Statements" and
"Quarterly Earnings (unaudited)" on pages 7 through 19 of the
Maui Land & Pineapple Company, Inc. 2001 Annual Report are
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Security
Ownership of Management," "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Election of Directors" on pages 6
through 8 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 25, 2002, is incorporated herein by
reference.
Information regarding the registrant's executive officers is
included in Part I, Item 1. BUSINESS.
Item 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive
Compensation" on pages 10 through 14 and under the subcaption
"Directors' Meetings and Committees" on page 8 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 25, 2002, is
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 4
through 6 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 25, 2002, is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" on page 14 of the
Maui Land & Pineapple Company, Inc. Proxy Statement, dated March
25, 2002, is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements
The following Financial Statements of Maui Land & Pineapple
Company, Inc. and subsidiaries and the Independent Auditors'
Report are included in Item 8 of this report:
Consolidated Balance Sheets, December 31, 2001 and 2000
Consolidated Statements of Operations and Retained Earnings
for the Years Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
The following Financial Statement Schedule of Maui Land &
Pineapple Company, Inc. and subsidiaries and the Independent
Auditors' Report is filed herewith:
II. Valuation and Qualifying Accounts for the Years Ended
December 31, 2001, 2000 and 1999.
(a) 3. Exhibits
Exhibits are listed in the "Index to Exhibits" found on
pages 17 to 19 of this Form 10-K.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.
(d) The Financial Statements of Kaahumanu Center Associates
for the Years Ended December 31, 2001, 2000 and 1999 are filed as
exhibits. The Financial Statements of Kapalua Coconut Grove, LLC
for the Years Ended December 31, 2001, 2000 (unaudited) and 1999
(unaudited) are filed as exhibits.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of
Maui Land & Pineapple Company, Inc.:
We have audited the consolidated financial statements of Maui
Land & Pineapple Company, Inc. and its subsidiaries as of
December 31, 2001 and 2000 and for each of the three years in the
period ended December 31, 2001, and have issued our report
thereon, dated February 12, 2002. Such consolidated financial
statements and report are included in your 2001 Annual Report and
are incorporated herein by reference. Our audits also included
the financial statement schedule of Maui Land & Pineapple
Company, Inc. listed in Item 14(a)2. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set
forth therein.
/S/ DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 12, 2002
SCHEDULE II
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
ADDITIONS
(DEDUCTIONS)
ADDITIONS CHARGED
BALANCE AT CHARGED TO TO OTHER BALANCE
BEGINNING COSTS AND ACCOUNTS DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES (describe)(a) (describe)(b) OF PERIOD
(Dollars in Thousands)
Allowance for
Doubtful Accounts
2001 $1,043 $ 245 $ 6 $(588) $ 706
2000 793 465 (215) 1,043
1999 (c) 504 291 161 (163) 793
(a) Recoveries.
(b) Write off of uncollectible accounts.
(c) Restated to include allowance for non-current receivables.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
March 22, 2002 By /S/GARY L. GIFFORD
Gary L. Gifford
President & Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
By /S/RICHARD H. CAMERON Date MARCH 22, 2002
Richard H. Cameron
Chairman of the Board
By /S/PAUL J. MEYER Date MARCH 22, 2002
Paul J. Meyer
Executive Vice President/Finance
(Principal Financial Officer)
By /S/ADELE H. SUMIDA Date MARCH 22, 2002
Adele H. Sumida
Controller & Secretary
(Principal Accounting Officer)
By /S/JOHN H. AGEE Date MARCH 22, 2002
John H. Agee
Director
By /S/DAVID A. HEENAN Date MARCH 22, 2002
David A. Heenan
Director
By /S/RANDOLPH G. MOORE Date MARCH 22, 2002
Randolph G. Moore
Director
By /S/CLAIRE C. SANFORD Date MARCH 22, 2002
Claire C. Sanford
Director
By /S/FRED E. TROTTER III Date MARCH 22, 2002
Fred E. Trotter III
Director
INDEX TO EXHIBITS
The exhibits designated by an asterisk (*) are filed herewith.
The exhibits not so designated are incorporated by reference to
the indicated filing. All previous exhibits were filed with the
Securities and Exchange Commission in Washington D. C. under file
number 0-6510.
3. Articles of Incorporation and By-laws
3 (i) Restated Articles of Association, as of February
24, 2000.
3 (ii) Bylaws (Amended as of March 29, 1999). Exhibit
(3ii) to Form 10-Q for the quarter ended March 31,
1999.
4. Instruments Defining the Rights of Security Holders.
Instruments defining the rights of holders of long-term debt have
not been filed as exhibits where the amount of debt authorized
thereunder does not exceed ten percent of the total assets of the
Company and its subsidiaries on a consolidated basis. The
Company hereby undertakes to furnish a copy of any such
instrument to the Commission upon request.
4.1 (i) Amended and Second Restated Revolving Credit and
Term Loan Agreement, dated as of December 4, 1998.
Exhibit 4.1(i) to Form 10-K for the year ended December
31, 1998.
(ii) 1999 Loan Modification Agreement, dated as of December 30,
1999.
(iii) 2000 Loan Modification Agreement, effective as of
June 30, 2000. Exhibit 4 to Form 10-Q for the quarter
ended June 30, 2000.
(iv) Loan Modification Agreement (December 2000), effective
as of December 11, 2000. Exhibit 4.1(iv) to Form 10-K for
the year ended December 31, 2000.
(v) Loan Modification Agreement (June 2001), effective as of
June 30, 2001. Exhibit 4.1(v) to Form 10-Q for the quarter ended
September 30, 2001.
(vi)* Loan Modification Agreement (September 2001),
effective as of September 30, 2001.
(vii)*Amended and Third Restated Revolving Credit and
Term Loan Agreement, dated as of December 31, 2001.
4.2 (i) Bridge Loan Agreement between Pacific Coast Farm
Credit Services, ACA and Maui Land & Pineapple Company,
Inc., dated December 30, 1998. Exhibit 4.2(i) to Form
10-K for the year ended December 31, 1998.
(ii) Term Loan Agreement between Pacific Coast Farm Credit
Services and Maui Land & Pineapple Company, Inc., entered into as
of June 1, 1999. Exhibit 4(A) to Form 10-Q for the quarter ended
June 30, 1999.
(iii) Modifications to Term Loan Agreement, dated February 16, 2000.
(iv) Amendment to Loan Agreement entered into on March 23, 2001
and effective as of December 31, 2000. Exhibit (4)A to Form 10-Q
for the quarter ended March 31, 2001.
(v)* Amendment to Loan Agreement, made as of December 31, 2001.
10. Material Contracts
10.1(i) Limited Partnership Agreement of Kaahumanu Center
Associates, dated June 23, 1993. Exhibit (10)A to Form
10-Q for the quarter ended June 30, 1993.
(ii) Cost Overrun Guaranty Agreement, dated June 28,
1993. Exhibit (10)B of Form 10-Q for the quarter ended
June 30, 1993.
(iii) Environmental Indemnity Agreement, dated June
28, 1993. Exhibit (10)C to Form 10-Q for the quarter
ended June 30, 1993.
(iv) Indemnity Agreement, dated June 28, 1993. Exhibit
(10)D to Form 10-Q for the quarter ended June 30, 1993.
(v) Direct Liability Agreement, dated June 28, 1993.
Exhibit (10)E to Form 10-Q for the quarter ended June
30, 1993.
(vi) Amendment No. 1 to Limited Partnership Agreement
of Kaahumanu Center Associates. Exhibit (10)B to Form
8-K, dated as of April 30, 1995.
(vii) Conversion Agreement, dated April 27, 1995.
Exhibit (10)C to Form 8-K, dated as of April 30, 1995.
(viii)Indemnity Agreement, dated April 27, 1995.
Exhibit (10)D to Form 8-K, dated as of April 30, 1995.
10.2(i) Second Amended and Restated Hotel Ground Lease (The
Ritz-Carlton, Kapalua) between Maui Land & Pineapple Company,
Inc. (Lessor) and RCK Hawaii, LLC dba RCK Hawaii-Maui (Lessee),
effective as of January 31, 2001.
10.3 Compensatory plans or arrangements
(i) Executive Deferred Compensation Plan (revised as
of 8/16/91). Exhibit (10)A to Form 10-Q for the
quarter ended September 30, 1994.
(ii) Executive Insurance Plan (Amended). Exhibit (10)A
to Form 10-K for the year ended December 31, 1980.
(iii) Supplemental Executive Retirement Plan (effective as of
January 1, 1988). Exhibit (10)B to Form 10-K for the year ended
December 31, 1988.
(iv) Restated and Amended Executive Change-In-Control
Severance Agreement (Gary L. Gifford, President/CEO),
dated as of March 16, 1999. Exhibit 10.3 (iv) to Form
10-K for the year ended December 31, 1998.
(v) Restated and Amended Executive Change-In-Control
Severance Agreement (Paul J. Meyer, Executive Vice
President/Finance), dated as of March 17, 1999.
Exhibit 10.3 (v) to Form 10-K for the year ended
December 31, 1998.
(vi) Restated and Amended Executive Change-In-Control
Severance Agreement (Donald A. Young, Executive Vice
President/Resort), dated as of March 16, 1999. Exhibit
10.3 (vi) to Form 10-K for the year ended December 31,
1998.
(vii) Restated and Amended Executive Change-In-
Control Severance Agreement (Douglas R. Schenk,
Executive Vice President/Pineapple), dated as of March
23, 1999. Exhibit 10.3 (vii) to Form 10-K for the year
ended December 31, 1998.
(viii)Restated and Amended Change-In-Control
Severance Agreement (Warren A. Suzuki, Vice
President/Land Management), dated as of March 16, 1999.
Exhibit 10.3 (viii) to Form 10-K for the year ended
December 31, 1998.
(ix) Restated and Amended Change-In-Control Severance
Agreement (Scott A. Crockford, Vice President/Retail
Property), dated as of March 16, 1999. Exhibit 10.3
(ix) to Form 10-K for the year ended December 31, 1998.
(x) Executive Severance Plan, as amended through November 6,
1998. Exhibit 10.3 (x) to Form 10-K for the year ended
December 31, 1998.
10.4(i) Hotel Ground Lease between Maui Land & Pineapple
Company, Inc. and The KBH Company. Exhibit (10)B to
Form 10-Q for the quarter ended September 30, 1985.
(ii) Third Amendment of Hotel Ground Lease, dated and effective
as of September 5, 1996. Exhibit (10)A to Form 10-Q for the
quarter ended September 30, 1996.
10.5(i) Settlement Agreement and Release of All Claims
(Board of Water Supply of the County of Maui vs. Shell
Oil Company, et al.)
11. Statement re computation of per share earnings:
Net Income (Loss) divided by weighted Average Common
Shares Outstanding equals Net Income (Loss) Per Common
Share.
13.* Annual Report to Security Holders: Maui Land &
Pineapple Company, Inc. 2001 Annual Report.
21. Subsidiaries of registrant:
All of the following were incorporated in the
State of Hawaii:
Maui Pineapple Company, Ltd.
Kapalua Land Company, Ltd.
Kapalua Advertising Company, Ltd.
Kapalua Water Company, Ltd.
Kapalua Waste Treatment Company, Ltd.
Honolua Plantation Land Company, Inc.
99. Additional Exhibits.
99.1* Financial Statements of Kaahumanu Center
Associates for the years ended December 31, 2001, 2000
and 1999.
99.2* Financial Statements of Kapalua Coconut Grove, LLC
for the years ended December 31, 2001, 2000 (unaudited)
and 1999 (unaudited).