MAUI LAND & PINEAPPLE COMPANY, INC
ANNUAL REPORT
2002
CONTENTS
Letter to Shareholders 2
Pineapple 4
Resort 5
Commercial & Property 6
Independent Auditors' Report 7
Consolidated Balance Sheets 8
Consolidated Statements of Operations and Retained Earnings 10
Consolidated Statements of Comprehensive Income 10
Consolidated Statements of Cash Flows 11
Notes to Consolidated Financial Statements 12
Quarterly Earnings 19
Common Stock 20
Selected Financial Data 20
Management's Discussion and Analysis of
Financial Condition and Results of Operations 21
Officers and Directors inside back cover
THE COMPANY
Maui Land & Pineapple Company, Inc., a Hawaii corporation,
the successor to a business organized in 1909, is a land-holding
and operating company with several wholly owned subsidiaries,
including two major operating companies, Maui Pineapple Company,
Ltd. and Kapalua Land Company, Ltd. The Company, as used herein,
refers to the parent and its subsidiaries. The Company's
principal business activities are Pineapple, Resort and
Commercial & Property.
The Company owns approximately 28,600 acres of land on the
island of Maui, of which about 8,400 acres are used directly or
indirectly in the Company's operations. The Company employed
approximately 1,870 people in 2002 on a year-round or seasonal
basis.
Maui Pineapple Company, Ltd. is the operating subsidiary for
Pineapple. Its canned pineapple, pineapple juice and fresh
pineapple are found in supermarkets throughout the United States.
The canned pineapple products are sold as store-brand pineapple
with 100% HAWAIIAN U.S.A. imprinted on the can lid. In addition,
the products are sold through institutional, industrial and
export distribution channels.
Kapalua Land Company, Ltd. is the development and operating
subsidiary for the Kapalua Resort. The Kapalua Resort is a
master-planned, golf resort community on Maui's northwest coast.
The property encompasses 1,650 acres bordering the ocean with
three white sand beaches.
Commercial & Property includes the operations of various
properties, including Queen Ka'ahumanu Center, the largest retail
and entertainment center on Maui. It also includes the Company's
land entitlement and management activities and land sales and
development activities that are not part of the Kapalua Resort.
Front cover: Eke Crater, Pu'u Kukui Preserve. Kapalua Village
Course in the foreground.
Back cover: Detail of Pu'u Kukui Watershed
The Company's Pu'u Kukui Preserve Watershed, the largest private
nature preserve in the State of Hawaii, provides an average of 26
million gallons of water per day for the Company's Honolua
pineapple plantation, Kapalua Resort and parts of West Maui.
To request a copy of news releases or other financial reports,
contact us at our corporate offices or visit our web sites.
Printed in Hawaii
10-K REPORT
Shareholders who wish to receive, free of charge, a copy of the
Company's 10-K Report to the Securities and Exchange Commission
(excluding certain exhibits) may write to:
Corporate Secretary
Maui Land & Pineapple Company, Inc.
P. O. Box 187
Kahului, Hawaii 96733-6687
OFFICES
Corporate Offices Pineapple Marketing Office
Maui Land & Pineapple Company, Inc. Maui Pineapple Company, Ltd.
P. O. Box 187 P. O. Box 4003
Kahului, Hawaii 96733-6687 Concord, California
Telephone: 808-877-3351 94524-4003
Fax: 808-871-0953 Telephone: 925-798-0240
www.mauiland.com Fax: 925-798-0252
Maui Pineapple Company, Ltd.
P. O. Box 187
Kahului, Hawaii 96733-6687
Telephone: 808-877-3351
Fax: 808-871-0953
www.pineapplehawaii.com
Kapalua Land Company, Ltd.
1000 Kapalua Drive
Kapalua, Hawaii 96761-9028
Telephone: 808-669-5622
Fax: 808-669-5454
www.kapaluamaui.com
Queen Ka'ahumanu Center
275 Kaahumanu Avenue
Kahului, Hawaii 96732-1612
Telephone: 808-877-3369
Fax: 808-877-5992
www.kaahumanu.net
Transfer Agent & Registrar Independent Auditors
Mellon Investor Services LLC Deloitte & Touche LLP
P. O. Box 3315 1132 Bishop Street,
South Hackensack, New Jersey Suite 1200
07606-1915 Honolulu, Hawaii
Telephone: 800-356-2017 96813-2870
www.melloninvestor.com Telephone: 808-543-0700
<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
FINANCIAL HIGHLIGHTS
<caption>
2002 2001 2000
(Dollars in Thousands Except Per Share Amounts)
<s> <c> <c> <c>
REVENUES
Pineapple $ 99,153 $ 97,426 $ 85,892
Resort 49,757 70,078 50,262
Commercial & Property 6,520 5,029 5,043
Corporate 35 47 286
Total 155,465 172,580 141,483
NET INCOME (LOSS) (5,709) 7,568 452
NET INCOME (LOSS) PER
COMMON SHARE $ (.79) $ 1.05 $ .06
AVERAGE COMMON
SHARES OUTSTANDING 7,195,800 7,195,800 7,195,800
TOTAL ASSETS $ 184,195 $ 176,433 $169,951
CURRENT RATIO 1.9 2.1 1.7
LONG-TERM DEBT and
CAPITAL LEASES $ 43,252 $ 39,581 $ 41,012
STOCKHOLDERS' EQUITY 62,739 73,419 65,922
STOCKHOLDERS' EQUITY PER
COMMON SHARE $ 8.72 $ 10.20 $ 9.16
EMPLOYEES 1,870 1,830 1,890
</table>
TO OUR SHAREHOLDERS and EMPLOYEES:
2002 was a very challenging year for the Company,
resulting in disappointing financial results and the
second largest loss in the history of ML&P. In 2002, the
Company had a net loss of $5.7 million, which was a
significant decline from the net income of $7.6 million
in 2001. Both of the Company's major business segments,
Pineapple and Resort, realized a significant decline in
2002 operating results as compared to 2001. Although the
Company's third business segment, Commercial & Property,
showed improved results in 2002, it still incurred an
operating loss for the year.
Our Pineapple operations produced a $7.9 million
operating loss. The increase in canned pineapple prices
that we anticipated early in the year from prices
experienced in 2001 did not materialize in 2002. We were
unable to take advantage of the strong demand for our
Hawaiian Gold (trademark) hybrid pineapple in 2002,
partially as a result of not expanding plantings to the
extent we were capable of in prior years. Litigation to
defend our right to grow certain hybrid pineapple varieties
represented a large expense and cash drain in 2002. The
West Coast dockworkers dispute in the fourth quarter of
2002 increased the operating loss from Pineapple
operations by over $800,000 and limited our ability to
ship fresh pineapple products efficiently by ocean
transportation.
Although the loss from Pineapple operations
increased by $4.7 million in 2002, further progress was
made in the transition away from dependency on canned
pineapple to higher margined non-canned pineapple
products. Net sales from non-canned products increased
to 30% of pineapple net sales in 2002, from 25% in 2001
and 17% in 2000. Revenues from Pineapple operations for
2002 were $99.2 million or 2% higher than 2001 and our
total gross margin increased in 2002. However, increased
revenues and gross margins were overshadowed by higher
general and administrative expenses, in particular
increased charges for professional services, pension,
insurance and medical premiums. We expect most of the
legal costs will not continue after 2003, but it is more
difficult to find an acceptable method to control the
rising costs of pension, insurance and medical premiums.
In 2003, we have been working closely with a highly
regarded consultant to produce a linear optimization
model to analyze and develop a product mix optimization
plan. We believe this model will facilitate our efforts
to reshape pineapple operations.
Overall, the Resort division produced a total
operating profit of $2.8 million in 2002, compared to an
operating profit of $19.8 million in 2001. Our resort
operations managed to remain profitable in 2002, although
far short of the peak year of 2000 when the resort produced
an operating profit from operations (excluding real estate
development) of $7.2 million. Recovery for Hawaii's visitor
industry from the events of September 11, 2001 has been much
slower than expected with continued challenges from a weak
U.S. economy, difficult air travel and the threat of a U.S.
military conflict. In 2002, Kapalua experienced a sustained
decline in resort occupancy and golf play, which are the
primary financial drivers for resort operations. In spite
of these challenges, we continue to maintain the highest
quality of the Kapalua experience and our position as one
of the world's finest resort communities.
Demand for luxury resort residential property
strengthened in 2002. Our development profit, however, was
limited due to low inventory of new product compared to 2001
when we closed the sale of all 36-luxury condominiums in the
Coconut Grove at Kapalua Bay and 20 of the 31 lots in
Pineapple Hill Estates. In 2002, we sold nine of the
remaining 11 Pineapple Hill Estates lots and the last two
lots at Plantation Estates. We are actively pursuing
entitlements for future resort development and anticipate
having a new large-lot agricultural subdivision at Kapalua
available for sale before the end of 2003.
The Commercial & Property division loss was reduced
in 2002 to $91,000 from $1.4 million in 2001. Queen
Ka'ahumanu Center produced better results in 2002 largely
as a result of less tenant turnover. In December 2002,
J.C. Penney announced it was closing its store and, after
producing very good sales results for Christmas, J.C.
Penney vacated the premises at the end of January 2003.
Macy's West, Inc. purchased the J.C. Penney leasehold
position and building and we anticipate an exciting new
store will open by fourth quarter 2003.
As of December 31, 2002, the sale of 13 of 45 lots
in the long awaited Kapua Village employee subdivision
closed escrow and we expect the remaining lots to close
in the first half of 2003. In early 2002, the Commercial
& Property division recorded the sale of a land parcel in
Upcountry Maui, which helped to reduce the 2002 operating
loss by $624,000.
The Company ended 2002 with a debt level of $50.1
million or $6.8 million higher than the prior year.
Aside from the net loss and certain timing variations in
cash flows, the debt level increased because the Company
incurred over $10 million of capital expenditures in
2002. We did not feel that it was prudent to delay
necessary replacement of equipment and facilities or to
forego investing in property, plant and equipment to
expand growing areas of our businesses. Included in 2002
capital expenditures was approximately $2.8 million for
completion of the integrated accounting system that began
over two years ago. Part of the system "went live" on
January 1, 2002 and the remainder "went live" on
January 1, 2003. We anticipate producing more timely and
thorough reporting in the near future as well as
improving service to our customers with the new system.
In 2002, we began installation of a new fresh fruit
packing facility for our Hali'imaile division. We expect
this will be completed in early 2003 and should greatly
facilitate our ability to consistently deliver high
quality, fresh pineapple to our customers, allow for
greater efficiency and accommodate higher production
volume. Capital expenditures in 2002 included almost $2
million for the purchase of additional land and equipment
in Costa Rica as part of expanding our Central America
pineapple plantation. The successful expansion of this
business is an important part of our business plan.
In January 2003, the Company again hosted the
Mercedes Championships, the PGA Tour season-opening
event. This prestigious golf tournament, which provides
invaluable marketing exposure for the resort, was another
great success highlighted by the spectacular beauty of
Kapalua and the record-setting performance of Ernie Els.
On January 31, 2003, the Company's pineapple
employees' collective bargaining contract with the
International Longshore and Warehouse Union (ILWU)
expired. On February 7, 2003, an agreement was reached
with the ILWU to extend the existing contract to
February 7, 2004. We believe union members will
ratify the agreement.
On January 31, 2003, the Company's labor contract
with groundskeepers for the Kapalua Resort expired and
the Company has been in negotiations with the ILWU group
that represents about 100 employees. On February 14,
2003, the union members voted to authorize a strike. The
Company and union negotiators participated in a Federal
mediation session on February 25 and, as of the date of
this letter, differences between the Company and the
union remain unresolved.
In early March 2003, we announced my retirement from
the Company and Richard's stepping down as Chairman of
the Board, both effective as of May 27, 2003. Director
David Heenan will assume the position of Chairman of the
Board and, in the interim, Mr. Heenan has begun the
search process to identify a new chief executive officer.
As displayed on the front and back covers of this
annual report, Maui Land & Pineapple Company proudly
continues to practice prudent stewardship of our water
and land resources. Our beautiful, world-class resort
and very attractive commercial properties are enjoyed and
appreciated by visitors and residents alike. While the
market for canned pineapple is diminishing, there is a
core level of demand for 100% Hawaiian USA canned
pineapple and our Hawaiian Gold (trademark) hybrid
pineapple is a growing market. With the support of our
dedicated and conscientious employees, the Company will
succeed in the long term by balancing our responsibilities
to shareholders, employees, customers and community. We
extend our sincere appreciation to everyone who works at
Maui Land & Pineapple Company for your loyalty and
commitment over the years.
/S/RICHARD H. CAMERON
Richard H. Cameron
Chairman
/S/GARY L. GIFFORD
Gary L. Gifford
President & CEO
March 14, 2003
PINEAPPLE
The Company's Pineapple division reported an operating loss,
before allocated interest and income taxes, of $7.9 million for the
year 2002, compared to an operating loss of $3.2 million for 2001.
Pineapple revenues for 2002 were $99 million, up 2% from 2001.
Total gross margin also increased by 17% over the previous year.
Increased operating losses were principally attributable to
higher general and administrative expenses, which increased by $4.9
million in 2002 compared to 2001. The most significant increases
in general and administrative expenses were from higher legal fees,
pension expense and insurance costs. The Company also experienced
lower average pricing for its processed products and higher
shipping and marketing costs. A portion of the increase in
shipping and marketing was attributable to the labor dispute that
affected West Coast ports in the fourth quarter of 2002.
During the year, we made steady progress in the transformation
of the company away from canned product and toward our higher
margin fresh whole and fresh cut pineapple and juice products
packed in polyethyleneteraphthalate bottles (PET). These products
comprised 30% of net sales in 2002 compared to 25% in 2001. While
revenue from canned pineapple declined, all of our other business
categories, Hawaiian Gold (trademark) hybrid pineapple, Maui Fresh
(trademark) fresh-cut products, PET juice and Royal Coast (registered)
Gold extra sweet hybrid pineapple produced higher total revenue
in 2002.
Canned pineapple fruit and juice products, still the Pineapple
division's largest product line, had a 1% drop in case sales volume
and a 3% drop in average pricing per case. The company continued
to face competitive market conditions throughout 2002. For the
eleven months ended November 2002, total imports of canned
pineapple fruit into the United States increased by 5% and average
unit value of imports increased by 7% over the same period for
2001.
Total canned fruit case volume was down 6% and average prices
were lower by 2%. Within the grocery fruit category, case volume
was up 4%, however, average prices were lower by 2%. Case volume
of canned fruit sold to the U. S. government was 25% lower in 2002
compared to 2001 and average pricing was down 1%. Canned juice
revenue for 2002 was ahead of 2001 by 5%, primarily on the strength
of government purchases.
PET juice case volume increased 6% while average prices
declined 1%. Case sales volume and the average price for pineapple
concentrate increased by 54% and 10%, respectively, as the market
firmed throughout the year.
The Hawaiian fresh whole pineapple business increased 33% in
volume and had a 36% increase in revenue over 2001. These
increases reflected a higher production volume of Hawaiian Gold
(trademark) hybrid pineapple. Additionally, sales of the
traditional Champaka fruit grew in 2002 as demand was relatively
strong. The tonnage of fresh whole pineapple sold in Hawaii in
2002 declined by 10%, largely reflecting decreased tourism in the
wake of events on September 11, 2001.
Sales of fresh cut pineapple products in 2002 under the Maui
Fresh (trademark) label increased 17% in case volume and 23% in
revenue over 2001. The fresh cut fruit category continues to be
a major growth opportunity for the Company.
Revenue from the Royal Coast fresh whole pineapple business in
Central America increased 18% in 2002 compared to 2001, while the
number of tons sold remained about the same. These results reflect
a greater percentage of the higher-priced, extra sweet hybrid fruit
being sold in 2002 as well as overall improved fruit quality,
commanding higher market prices in both the U.S. and Europe.
Total tonnage of pineapple processed at the cannery in 2002
decreased by 8% from 2001 due to a planned reduction in acreage
under cultivation. This planned reduction in acres planted
primarily occurred on the company's West Maui plantation where
heavy highway traffic often results in delayed fruit deliveries and
high transportation costs. Some of these acres will be replaced
with land in East Maui. Fruit recovery (salable product per ton of
fruit processed) was 3% higher than in 2001 while juice recovery
was 4% lower. The higher fruit recovery is attributed to improved
harvest control while the lower juice recovery is largely due to
drier weather conditions. In 2002, the overall rainfall pattern on
Maui was close to the latest five-year averages. During the
summer, however, conditions were particularly hot and dry,
resulting in some fruit quality issues.
Antidumping duties on canned pineapple from Thailand were in
effect throughout 2002. In December, the U.S. Department of
Commerce announced the final results of the sixth annual review.
As a result, duties for certain Thai pineapple producers were
reduced, but all canned pineapple producers except one remain under
the antidumping order. In December, the company received a
$530,000 cash distribution from the U.S. Customs Service. This
distribution was made pursuant to the Continued Dumping and Subsidy
Offset Act of 2000, which provides for distribution of antidumping
duties to injured domestic producers.
As we enter 2003, growing and managing the fresh whole
Hawaiian Gold (trademark) hybrid pineapple, Maui Fresh (trademark)
fresh-cut products, PET juice and Royal Coast (registered) Gold
extra sweet hybrid pineapple will be the priority as we continue
our efforts to transition our Company toward the production of
higher margin fresh products.
RESORT
As expected, profits for the Resort division decreased
significantly from the record level in 2001. Total operating
profit, before allocated interest and taxes, was $2.8 million in
2002 compared to $19.8 million for the prior year. Most of the
profit reduction was attributable to the limited inventory of new
real estate product available for sale in 2002.
Development profit in 2002 was limited to the sale of 11
single-family residential lots -- nine in Pineapple Hill Estates
and two in Plantation Estates. In 2001, we recorded profit on the
sale of 57 development properties -- 20 Pineapple Hill Estates
lots, 36 luxury beachfront condominiums in Coconut Grove on Kapalua
Bay and a one-acre parcel next to the Ironwoods condominiums.
Coconut Grove, which was developed through a 50/50 partnership with
YCP Site 29, Inc., had the most significant impact on 2001 results
with a profit contribution of $11.5 million on total sales of $70.3
million.
In February 2003, another Pineapple Hill Estates lot closed
escrow leaving one remaining lot unsold of the 31 half-acre lots in
this second and last phase of Pineapple Hill subdivision. The
remaining lot was invested in a joint venture in 2002 for the
purpose of building a completed residence for sale. Construction
should be completed in March 2003 and the home is listed for sale
with Kapalua Realty at $3.3 million.
Overall, the demand for resort real estate increased during
2002 due to limited inventory, low interest rates and improved real
estate market conditions. Excluding new product, total resale
dollar volume of Kapalua real estate increased 47% in 2002 to $61
million. Kapalua Realty participated in 57% of all resort real
estate transactions and made a significant contribution to both
development and resort operations.
In addition to the Pineapple Hill Estates home, the only new
real estate product presently available for sale is a unique 6.5-
acre oceanfront parcel at Kalaepiha Point, situated between
Mokuleia Beach and Honolua Bay. A conservation district use
application (CDUA) was approved in 2002, subdividing the property
from a larger parcel. This property is currently being marketed
for sale, but will require a second CDUA to allow a potential buyer
to build a home on this site.
Although we do not have other new projects presently available
for sale, there has been important progress on planning and
entitlements for future resort development.
In 2002, we were granted preliminary approval for a new large-
lot agricultural subdivision next to Plantation Estates. Final
subdivision approval for the 25 lots in Phase I is required before
these lots will be available for sale.
Design and entitlement work continues on our Central Resort
master plan, which features new residential development, a resort
spa and a commercial town center. The Village Clubhouse and Golf
Academy, completed in 2001, and the unique Honolua Store are
important elements of this master plan.
During 2002, an environmental impact statement was completed
and accepted for Kapalua Mauka. The rezoning process for this 925-
acre site surrounding the Village Golf Course can now begin with
current plans providing for up to 690 residential units and some
commercial components. Estimating the timing of obtaining the
necessary land use entitlement is always difficult and it may be
several years before construction could start and product is
available for sale. Completion of this development could take 10
to 15 years.
For resort operations, 2002 was even more difficult than
expected, due mostly to a much slower recovery for Hawaii's visitor
industry from the events of September 11, 2001. Although there was
a positive trend for much of the year, overall hotel occupancy
statewide increased only about 1% to 72%, while Maui's occupancy
decreased 4% to 72%. In general, Hawaii's visitor industry
continues to face concerns related to a weak U.S. economy,
difficult air travel and the threat of a U.S. military conflict.
Kapalua resort occupancy fell by 8% from prior year levels,
reflecting a decline in group business and an increasingly
competitive vacation market. Occupancy for Maui and Kapalua
largely drives our resort operations revenue and profits. As a
result of the occupancy decline, 2002 profit from resort operations
decreased $1.1 million. Gross revenue decreased 3% from 2001 with
all major revenue segments (golf, villas, retail and leasing)
showing declines. Excluding revenue-related expenses, total
operating costs for 2002 increased less than 1%.
As part of our commitment to provide one of the world's finest
resort golf experiences, we completed installation of a new
irrigation system and cart paths on the Bay Course in 2002. This,
coupled with increased attention to our Plantation and Village
courses, has resulted in improvements in the condition of all three
courses that were highlighted during the 2003 Mercedes
Championships and Ernie Els' record-setting victory. This
prestigious event continues to provide Kapalua with invaluable
marketing exposure throughout the world.
The outlook for 2003 is for modest improvement from both
development and resort operations. Development opportunities will
be limited by the lack of new product inventory while projections
for our resort operations depend on continued recovery of Hawaii's
visitor industry and increased occupancy. We continue to believe
Kapalua remains well positioned for the future.
COMMERCIAL & PROPERTY
The Commercial & Property business segment showed significant
improvement in 2002 with an operating loss, before allocated
interest and taxes, of $91,000 in 2002 compared to a loss of $1.4
million in 2001. Total 2002 revenues for the segment increased 30%
to $6.5 million. Most of the 2002 improvement came from non-resort
real estate sales.
The sale of an 8.9-acre parcel in Upcountry Maui contributed
$624,000 to revenues and operating profit in the first quarter of
2002. Work on construction of infrastructure improvements for the
45-lot Kapua Village employee subdivision in West Maui commenced in
May of 2002 and was substantially completed by December 2002. Sale
of 13 lots closed in 2002 and the remaining lots are expected to
close in the first half of 2003. The planning and entitlement
process continued for properties outside of the Kapalua Resort.
The Environmental Impact Statement (EIS) was completed for the 40-
acre mixed use Upcountry Town Center development in Pukalani.
While the EIS was challenged, we hope to have County of Maui
Planning Commission hearings in 2003 and gain final project
approval in 2004. Tenant interest in the proposed shopping center
component of the development remains strong.
Conceptual planning has begun on our non-resort West Maui
lands and our Hali'imaile lands, which are centered around 11 acres
and currently zoned for commercial and light industrial use. These
plans will be included in General Plan and Community Plan updates
soon to be reviewed by the County of Maui.
Drilling of a new well in Upcountry Maui did not commence as
planned in 2002 due to delays in reaching an agreement with the
County of Maui Department of Water Supply on dedication of the well
and improvements and granting of water source credits to the
Company. The well drilling permit approved by the State of Hawaii
in 2001 expired in 2002. Another application will be submitted
when an acceptable location for the new well is agreed upon with
the County.
The Company's commercial property operations showed
improvement in 2002 with an operating loss of $416,000 compared to
$744,000 in 2001. Maui retail trends have been similar to the
visitor industry with improvement in the second half of 2002, but
full-year declines compared to 2001. Despite strong December
sales, full-year retail sales for our two commercial properties
declined for the second consecutive year -- by 3% at Queen
Ka'ahumanu Center and 5% at Napili Plaza.
Total joint venture losses at Queen Ka'ahumanu Center, the
570,000 sq. ft. regional mall in Kahului that we manage as part of
a joint venture with the State of Hawaii Employee Retirement
System, was $2.5 million in 2002 compared to $2.9 million in 2001.
The Company's share of joint venture losses, net of management fees
and other related revenues and expenses, showed a reduced loss of
$596,000 in 2002 compared to $932,000 in 2001. Most of this
improvement was due to lower administrative expenses that were
mostly related to reduced store closing expenses. In 2002, there
was a net increase in tenant leasing at Queen Ka'ahumanu Center of
14,000 sq. ft. bringing the year-end occupancy for the mall to 98%.
In late 2002, Macy's West, Inc. purchased the lease and store
improvements from J.C. Penney and announced plans to expand its
Macy's operation into the 83,000 sq. ft. J.C. Penney space. J.C.
Penney officially closed its Queen Ka'ahumanu Center store in
January 2003 and the renovation for Macy's is scheduled for
completion in the third fourth quarter of 2003.
We do not expect any significant improvement in 2003 for the
Maui retail market due to the slow recovery of the visitor industry
and uncertain economic environment. Although we expect continued
strong demand for residential real estate on Maui, we have limited
non-resort opportunity due to the lack of entitled development
property. Emphasis will continue to be given to land planning and
entitlements for future development consistent with the needs of
our community.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of Maui Land & Pineapple Company,
Inc.:
We have audited the accompanying consolidated balance sheets
of Maui Land & Pineapple Company, Inc. and its subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements
of operations and retained earnings, comprehensive income, and cash
flows for each of the three years in the period ended December 31,
2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Maui
Land & Pineapple Company, Inc. and its subsidiaries at December 31,
2002 and 2001, and the results of their operations and their cash
flows for each of the three years in the period ended December 31,
2002 in conformity with accounting principles generally accepted in
the United States of America.
/S/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 14, 2003
<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001
<caption>
2002 2001
(Dollars in Thousands)
<s> <c> <c>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 658 $ 2,173
Accounts and notes receivable,
less allowance of $572 and $689
for doubtful accounts 22,315 15,992
Refundable income taxes 3,031 322
Inventories
Pineapple products 14,488 15,822
Real estate held for sale 2,134 3,709
Merchandise, materials and supplies 6,743 6,894
Prepaid expenses and other assets 5,354 4,188
Total Current Assets 54,723 49,100
OTHER ASSETS 17,274 14,287
PROPERTY
Land 6,411 5,384
Land improvements 60,214 59,503
Buildings 59,852 59,244
Machinery and equipment 130,337 125,573
Construction in progress 7,833 5,602
Total Property 264,647 255,306
Less accumulated depreciation 152,449 142,260
Net Property 112,198 113,046
TOTAL $184,195 $176,433
<caption>
2002 2001
(Dollars in Thousands)
<s> <c> <c>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable and current portion
of long-term debt $ 6,579 $ 3,287
Current portion of capital lease
obligations 267 472
Trade accounts payable 13,057 10,534
Payroll and employee benefits 4,241 4,640
Income taxes payable 418 1,635
Customers' deposits 1,213 1,240
Other accrued liabilities 3,446 1,829
Total Current Liabilities 29,221 23,637
LONG-TERM LIABILITIES
Long-term debt 42,256 38,295
Capital lease obligations 996 1,286
Accrued retirement benefits 33,089 24,072
Accumulated losses of joint venture
in excess of investment 12,840 11,518
Other noncurrent liabilities 1,867 3,636
Total Long-Term Liabilities 91,048 78,807
MINORITY INTEREST IN SUBSIDIARY 1,187 570
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock--no par value, 7,200,000
shares authorized, 7,195,800 shares
issued and outstanding 12,455 12,455
Retained earnings 55,357 61,066
Accumulated other comprehensive loss (5,073) (102)
Stockholders' Equity 62,739 73,419
TOTAL $184,195 $176,433
See Notes to Consolidated Financial Statements.
</table>
<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Years Ended December 31, 2002, 2001 and 2000
<caption>
2002 2001 2000
(Dollars in Thousands Except Per Share Amounts)
<s> <c> <c> <c>
REVENUES
Net sales $118,505 $124,720 $103,194
Operating revenues 34,702 36,864 36,908
Equity in earnings of joint
ventures -- 6,996 --
Other income 2,258 4,000 1,381
Total Revenues 155,465 172,580 141,483
COSTS AND EXPENSES
Cost of goods sold 83,272 85,014 72,803
Operating expenses 33,307 33,677 30,169
Shipping and marketing 20,510 19,095 18,289
General and administrative 23,902 19,430 15,825
Equity in losses of joint
ventures 1,178 1,453 972
Interest 2,511 2,903 3,061
Total Costs and Expenses 164,680 161,572 141,119
INCOME (LOSS) BEFORE
INCOME TAXES (9,215) 11,008 364
INCOME TAX EXPENSE (BENEFIT) (3,506) 3,440 (88)
NET INCOME (LOSS) (5,709) 7,568 452
RETAINED EARNINGS,
BEGINNING OF YEAR 61,066 53,498 53,945
CASH DIVIDENDS -- -- 899
RETAINED EARNINGS, END OF YEAR 55,357 61,066 53,498
PER COMMON SHARE
Net Income (Loss) (.79) 1.05 .06
Cash Dividends $ -- $ -- $ .125
Average Common Shares
Outstanding 7,195,800 7,195,800 7,195,800
</table>
<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2002, 2001 and 2000
<caption>
2002 2001 2000
(Dollars in Thousands)
<s> <c> <c> <c>
Net Income (Loss) $ (5,709) $ 7,568 $ 452
Minimum pension liability, net
of deferred income tax benefit (5,039) -- --
Foreign currency translations 68 (71) (31)
Comprehensive Income (Loss) $(10,680) $ 7,497 $ 421
See Notes to Consolidated Financial Statements.
</table>
<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002, 2001 and 2000
<caption>
2002 2001 2000
(Dollars in Thousands)
<s> <c> <c> <c>
OPERATING ACTIVITIES
Net income (loss) $ (5,709) $ 7,568 $ 452
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities
Depreciation 11,072 10,226 9,002
Undistributed equity in
losses of joint ventures 1,178 1,452 1,025
Gain on property disposals (648) (1,201) (113)
Deferred income taxes (349) 1,792 (776)
(Increase) decrease in
accounts receivable (5,568) 835 (1,094)
(Increase) decrease in
refundable income taxes (2,709) (166) 258
(Increase) decrease in
inventories 3,015 (2,169) (6,660)
Increase (decrease) in
trade payables 2,906 2,304 (3,345)
Increase (decrease) in
income taxes payable (1,217) 1,773 (1,060)
Net change in other operating
assets and liabilities 1,030 (6,461) 3,789
NET CASH PROVIDED BY
OPERATING ACTIVITIES 3,001 15,953 1,478
INVESTING ACTIVITIES
Purchases of property (10,401) (13,356) (18,179)
Proceeds from sale of property 687 1,019 371
Distributions from joint ventures -- 857 --
Payments for other assets (2,177) (1,252) (1,048)
NET CASH USED IN
INVESTING ACTIVITIES (11,891) (12,732) (18,856)
FINANCING ACTIVITIES
Proceeds from long-term debt 26,129 38,367 34,196
Payments of long-term debt (20,926) (40,248) (18,720)
Proceeds from short-term debt 2,050 13 105
Payments on capital lease
obligations (495) (472) (318)
Dividends paid -- -- (899)
Other 617 941 708
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 7,375 (1,399) 15,072
NET INCREASE (DECREASE) IN CASH (1,515) 1,822 (2,306)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 2,173 351 2,657
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 658 $ 2,173 $ 351
</table>
Supplemental Disclosures of Cash Flow Information and Non-Cash
Investing and Financing Activities:
1. Cash paid during the year (in thousands):
Interest (net of
amount capitalized) $ 2,477 $ 2,994 $ 2,952
Income taxes 767 39 1,490
2. Amounts included in accounts payable for additions to
property and other investments totaled $620,000, $1,003,000 and
$2,024,000, respectively, at December 31, 2002, 2001 and 2000.
3. Capital lease obligations incurred for new equipment in 2001
and 2000 were $1,160,000 and $704,000, respectively.
4. In 2000, the Company received land, including two water
reservoirs, in satisfaction of $486,000 of trade receivables.
See Notes to Consolidated Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The consolidated financial statements include the accounts
of Maui Land & Pineapple Company, Inc. and subsidiaries,
primarily Maui Pineapple Company, Ltd. and Kapalua Land Company,
Ltd. Significant intercompany balances and transactions have
been eliminated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits in
banks and commercial paper with original maturities of three
months or less.
INVENTORIES
Inventories of tinplate, cans, ends and canned pineapple
products are stated at cost, not in excess of market value, using
the dollar value last-in, first-out (LIFO) method.
In accordance with Hawaii industry practice, the costs of
growing pineapple are charged to production in the year incurred
rather than deferred until the year of harvest. For financial
reporting purposes, each year's total cost of growing and
harvesting pineapple is allocated to products on the basis of
their respective market values; for income tax purposes, the
allocation is based upon the weight of fruit included in each
product.
Real estate held for sale is stated at the lower of cost or
fair value less cost to sell.
Merchandise, materials and supplies are stated at cost, not
in excess of market value, using retail and average cost methods.
OTHER ASSETS
Cash surrender value of life insurance policies is reflected
net of loans against the policies.
Investments in joint ventures are generally accounted for
using the equity method.
PROPERTY AND DEPRECIATION
Property is stated at cost. Major replacements, renewals
and betterments are capitalized while maintenance and repairs
that do not improve or extend the life of an asset are charged to
expense as incurred. When property is retired or otherwise
disposed of, the cost of the property and the related accumulated
depreciation are written off and the resulting gains or losses
are included in income. Depreciation is provided over estimated
useful lives of the respective assets using the straight-line
method.
LONG-LIVED ASSETS
Long-lived assets and certain intangibles held and used by
the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. When such events or changes occur,
an estimate of the future cash flows expected to result from the
use of the assets and their eventual disposition is made. If the
sum of such expected future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the asset,
an impairment loss is recognized in an amount by which the
assets' net book values exceed fair values.
POSTRETIREMENT BENEFITS
The Company's policy is to fund pension cost at a level at
least equal to the minimum amount required under federal law, but
not more than the maximum amount deductible for federal income
tax purposes.
Deferred compensation plans for certain management employees
provide for specified payments after retirement. The present
value of estimated payments to be made was accrued over the
period of active employment. On October 1, 1998, these plans
were terminated (see Note 6 to Consolidated Financial
Statements).
The estimated cost of providing postretirement health care
and life insurance benefits is accrued over the period employees
render the necessary services.
REVENUE RECOGNITION
Revenues from the sale of pineapple are recognized when
title to the product is transferred to the customer. The timing
of transfer of title varies according to the shipping and
delivery terms of the sale.
Sales of real estate are recognized as revenues in the
period in which sufficient cash has been received, collection of
the balance is reasonably assured and risks of ownership have
passed to the buyer. When the Company's remaining obligation to
complete improvements is significant, the sale is recognized on
the percentage-of-completion method.
Revenues from other activities are recognized when delivery
has occurred or services have been rendered, the sales price is
fixed or determinable and collectibility is reasonably assured.
INTEREST CAPITALIZATION
Interest costs are capitalized during the construction
period of major capital projects.
ADVERTISING AND RESEARCH AND DEVELOPMENT
The costs of advertising and research and development
activities are expensed as incurred.
LEASES
Leases that transfer substantially all of the benefits and
risks of ownership of the property are accounted for as capital
leases. Amortization of capital leases is included in
depreciation expense. Other leases are accounted for as
operating leases.
INCOME TAXES
The Company's provision for income taxes is calculated using
the liability method. Deferred income taxes are provided for all
temporary differences between the financial statement and tax
bases of assets and liabilities using tax rates enacted by law or
regulation.
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Company's majority owned
subsidiary in Central America are translated into U.S. dollars at
exchange rates in effect at the balance sheet date, and revenues
and expenses are translated at weighted average exchange rates in
effect during the period. Translation adjustments are reported
as other comprehensive income (loss) and accumulated in
Stockholders' Equity, and totaled $68,000, $(71,000) and
$(31,000) in 2002, 2001 and 2000, respectively. Transaction
gains and losses that arise from exchange rate changes on
transactions denominated in a currency other than the functional
currency are included in income as incurred. During 2002, 2001
and 2000, such transaction gains and losses were not material.
USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Future actual amounts
could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 2002, the Company adopted FASB Statement No.
144, Accounting for the Impairment or Disposal of Long-Lived
Assets. The Statement addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.
The adoption of this Statement did not have a material effect on
the Company's financial statements.
In June 2002, the FASB issued Statement No. 146, Accounting
for Costs Associated with Exit or Disposal Activities. The
Statement requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is
incurred, and not at the date of an entity's commitment to an
exit plan, as was previously required. The provisions of this
Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application
encouraged.
In November 2002, the FASB issued Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others. The Interpretation requires an entity to disclose in its
financial statement footnotes many of the guarantees or
indemnification agreements that it issues. In addition, under
certain circumstances, an entity will have to recognize a
liability at the time it enters into the guarantee. The
provisions of this Interpretation relating to footnote
disclosures are effective beginning in interim and year-end
financial statements ending after December 15, 2002. The
Interpretation's liability recognition provision applies
prospectively to guarantees issued from January 1, 2003.
Although the Company has not fully assessed the implication
of Interpretation No. 45, management does not believe that its
adoption will have a material impact on the Company's financial
statements.
EARNINGS PER COMMON SHARE
Earnings per common share is computed using the weighted
average number of shares outstanding during the period. The
Company has no securities outstanding that would potentially
dilute common shares outstanding.
2. INVENTORIES
Pineapple product inventories were comprised of the
following components at December 31, 2002 and 2001:
2002 2001
(Dollars in Thousands)
Finished Goods $ 11,829 $13,968
Work In Progress 963 663
Raw Materials 1,696 1,191
Total $ 14,488 $15,822
The replacement cost of pineapple product inventories at
year end approximated $23 million in 2002 and $26 million in
2001.
3. OTHER ASSETS
Investments and Other Assets at December 31, 2002 and 2001
consisted of the following:
2002 2001
(Dollars in Thousands)
Deferred Costs $ 7,077 $ 6,791
Cash Surrender Value of Life
Insurance Policies (net) 1,094 944
Pension Asset 3,895 4,154
Deferred Income Taxes 2,192 --
Other 3,016 2,398
Total $17,274 $14,287
Deferred costs are primarily predevelopment costs related to
various projects at the Kapalua Resort that will be allocated to
future development projects.
Cash surrender value of life insurance policies is stated
net of policy loans, totaling $597,000 at December 31, 2002 and
2001.
KAPALUA COCONUT GROVE LLC
Kapalua Coconut Grove LLC (KCG) is a Hawaii limited
liability company whose members are the Company and YCP Site 29,
Inc. KCG was formed in June 1997 to own, develop and sell luxury
condominiums on the 12-acre parcel of beachfront property
adjacent to the Kapalua Bay Hotel. Each member contributed to
the venture its 50% interest in the land parcel and $1.1 million
in cash. At the end of 2000, all 36 luxury residential
condominiums were under binding sales contracts, but construction
was not completed. In 2001, sales of all units closed escrow as
title was delivered to the buyers upon completion of the
individual residences. Each member has a 50% interest in KCG and
the Company has accounted for its investment in KCG by the equity
method. The Company's pre-tax share of KCG's net income was
$6,993,000 in 2001. Also in 2001, the Company recognized income
of $3.9 million representing its pre-contribution gain on the
land parcel contributed to the venture. At December 31, 2001,
total assets of the venture were $1,559,000, total liabilities
were $1,540,000 and members' equity was $19,000. At December 31,
2002, total assets, liabilities and members' equity were minimal.
KAAHUMANU CENTER ASSOCIATES
In June 1993, Kaahumanu Center Associates (KCA) was formed
to finance the expansion and renovation of and to own and operate
Queen Ka'ahumanu Center. KCA is a partnership between the
Company as general partner and the Employees' Retirement System
of the State of Hawaii (ERS) as a limited partner. The Company
contributed the then existing shopping center, subject to a first
mortgage, and approximately nine acres of adjacent land. ERS
contributed $312,000 and made a $30.6 million loan to the
partnership.
The expansion and renovation were substantially complete by
the end of November 1994. Effective April 30, 1995, ERS
converted its $30.6 million loan to an additional 49% ownership
in KCA. Effective with conversion of the ERS loan, the Company
and ERS each have a 50% interest in KCA and the Company has
accounted for its investment in KCA by the equity method.
The Company has a long-term agreement with KCA to manage
Queen Ka'ahumanu Center. The agreement provides for certain
performance tests that, if not met, could result in termination
of the agreement. The tests were not met in 2002, but to the
best of the Company's knowledge, termination of the agreement is
not presently being considered. KCA does not have any employees.
As manager, the Company provides all administrative and on-site
personnel and incurs other costs and expenses, primarily
insurance, which are reimbursable by KCA. The Company generates
a portion of the electricity used by Queen Ka'ahumanu Center. In
accordance with the limited partnership agreement, the partners
may make cash advances to KCA in order to avoid a cash flow
deficit. The advances bear interest at one percent above the
interest rate on KCA's first mortgage loan. In 2002, 2001 and
2000, cash advances from the Company to KCA totaled $977,000,
$482,000 and $586,000, respectively, and interest on the advances
at 9.57% totaled $113,000, $54,000 and $34,000, respectively. In
2002, 2001 and 2000, reimbursements from KCA for payroll and
other costs and expenses totaled $2,259,000, $2,634,000 and
$2,637,000, respectively, and the Company charged KCA $2,908,000,
$3,203,000 and $3,328,000, respectively, for electricity and
management fees. At December 31, 2002 and 2001, $2,488,000 and
$1,667,000, respectively, were due to the Company from KCA for
cash advances, management fees, electricity and reimbursable
costs.
The Company's pre-tax share of losses from KCA was
$1,248,000, $1,453,000 and $971,000, respectively, for 2002, 2001
and 2000. ERS and the Company each have a 9% cumulative, non-
compounded priority right to cash distributions based on their
net contributions to the partnership (preferred return). For the
purpose of calculating preferred returns, each partner's capital
contribution had an agreed upon value of $30.9 million on May 1,
1995. The Company's preferred return is subordinate to the ERS
preferred return. As of December 31, 2002, the accumulated
unpaid preferred return was $18.0 million each for ERS and the
Company.
Summarized balance sheet information for KCA as of December
31, 2002 and 2001 and operating information for each of the three
years ended December 31, 2002 follows:
2002 2001
(Dollars in Thousands)
Current assets $ 1,101 $ 764
Property and equipment, net 63,447 66,352
Other assets, net 1,183 1,274
Total Assets 65,731 68,390
Current liabilities 4,542 3,392
Noncurrent liabilities 56,688 58,001
Total Liabilities 61,230 61,393
Partners' Capital $ 4,501 $ 6,997
2002 2001 2000
Revenues $ 14,849 $15,206 $ 15,654
Costs and Expenses 17,344 18,112 17,596
Net Loss $(2,495) $(2,906) $(1,942)
The Company's investment in KCA was a negative $12.8
million at December 31, 2002. The negative balance is a result
of recording the Company's initial contribution in 1993 at net
book value of the assets contributed, reduced by the related debt
and the Company's share of KCA's accumulated losses since 1995.
The Company has guaranteed the payment of up to $10 million
of all principal and interest of the $58 million mortgage loan of
KCA. The lender agreed to release the guaranty when Queen
Ka'ahumanu Center attains a defined level of net operating
income. This level has not been met.
4. BORROWING ARRANGEMENTS
During 2002, 2001 and 2000, the Company had average
borrowings outstanding of $47.9 million, $46.4 million and $43.5
million, respectively, at average interest rates of 4.9%, 6.9%
and 8.5%, respectively.
Short-term bank lines of credit available to the Company at
December 31, 2002 were $3 million. These lines provide for
interest at the prime rate (4.25% at December 31, 2002) plus 1/4%
to 1/2%. There was $1 million in borrowings under these lines at
December 31, 2002 and $561,000 in letters of credit reserved
against these lines to secure the Company's deductible portion of
insurance claims administered by various insurance companies.
The Company has a $1,897,000 working capital credit facility for
its Central American operations. At December 31, 2002 and 2001,
the Company had borrowings outstanding of $1,897,000 and
$847,000, respectively, under this facility at rates of 2.81% to
3.0% and 2.75%, respectively.
Long-term debt at December 31, 2002 and 2001 consisted of
the following (interest rates represent the rates at December
31):
2002 2001
(Dollars in Thousands)
Term loan, 3.72% to 5.38% and
4.43% to 6.60% $ 15,000 $ 15,000
Revolving credit agreement, 4.17% to
4.25% and 4.15% to 4.75% 17,050 14,000
Mortgage loan, 6.25% and 7.25% 4,513 4,629
Equipment loans, 4.23% to 7.48% and
4.16% to 8.46% 8,030 5,606
Non-revolving term loan, 4.17% and
4.75% to 4.94% 1,344 1,500
Total 45,937 40,735
Less portion classified as current 3,681 2,440
Long-term debt $ 42,256 $38,295
The Company has a $15 million term loan that is secured by
certain parcels of the Company's real property on Maui.
Principal payments are due from September 2004 through June 2009.
Interest rates on the loan are adjustable based on six-month, one-
year and three-year rates made available by the Federal Farm
Credit Bank. The agreement includes certain financial covenants,
including the maintenance of a minimum tangible net worth and
debt coverage ratio, maximum funded debt to capitalization ratio,
and limits on capital expenditures and the payment of dividends.
The Company has a revolving credit agreement with
participating banks under which it may borrow up to $25 million
in revolving loans through December 31, 2004. In the event of a
sale of certain parcels of the Company's real estate, the
commitment reduces by 50% of the net sales proceeds, but not
below $20 million. On December 31, 2004, the commitment reduces
to $15 million and amounts outstanding at that date, at the
Company's option, may be converted to a three-year term loan of
up to $15 million repayable in six equal semi-annual
installments. Commitment fees of 1/4% are payable on the unused
portion of the revolving credit line. At the Company's option,
interest on advances is based on the prime rate or on one- to six-
month London Interbank Offered Rate (LIBOR). The loan is
collateralized by the Company's three golf courses at the Kapalua
Resort. The agreement contains certain financial covenants,
including the maintenance of consolidated net worth at certain
levels, minimum debt coverage ratio and limits on the incurrence
of other indebtedness and capital expenditures. Declaration and
payment of cash dividends is restricted to 30% of prior year's
net income.
The mortgage loan is collateralized by the Napili Plaza
shopping center and matures on December 31, 2005. Payments are
based on a 25-year amortization. Effective January 1, 2002, the
interest rate on the loan was amended to 6.25% until January 1,
2005. The interest rate will be adjusted to the lender's then
prevailing rate of interest for such loans.
The Company has agreements that provide for term loans that
were used to purchase equipment for the Company's pineapple and
resort operations. At December 31, 2002, $3.1 million of these
term loans had interest rates that were adjustable based on one-
to six-month LIBOR. The balance of these loans is at fixed
interest rates. The loans mature through December 2007. Some of
the agreements include financial covenants that are similar to
those in the Company's revolving credit agreement.
The Company's majority owned Central American subsidiary has
a non-revolving term loan that was used to repay intercompany
loans initially granted for investments in infrastructure,
buildings and operations. The loan is secured by approximately
2,500 acres of land in Central America and the Company guarantees
the loan. Monthly principal and interest payments are due
through 2006. Interest on the loan is adjustable based on one-
month LIBOR.
Maturities of long-term debt during the next five years,
from 2003 through 2007, are as follows: $3,681,000, $3,932,000,
$13,200,000, $7,907,000 and $7,418,000.
5. LEASES
LESSEE
The Company has capital leases, primarily on equipment used
in pineapple operations, which expire at various dates through
2006. At December 31, 2002 and 2001, property included capital
leases of $1,711,000 and $2,028,000, respectively (accumulated
depreciation of $398,000 and $422,000, respectively). Future
minimum rental payments under capital leases aggregate $1,356,000
(including $93,000 representing interest) and are payable as
follows (2003 to 2006): $311,000, $330,000, $393,000 and
$322,000.
The Company has various operating leases, primarily for land
used in pineapple operations, which expire at various dates
through 2018. A major operating lease covering approximately
1,500 acres used primarily for pineapple operations expired on
December 31, 1999. The lease currently is being renegotiated for
a minimum term of ten years. Total rental expense under
operating leases was $792,000 in 2002, $811,000 in 2001 and
$821,000 in 2000. Future minimum rental payments under operating
leases aggregate $4,930,000 and are payable during the next five
years (2003 to 2007) as follows: $635,000, $624,000, $630,000,
$644,000, $659,000, respectively, and $1,738,000 thereafter.
LESSOR
The Company leases land and land improvements, primarily to
hotels at Kapalua, and space in buildings, primarily to retail
tenants. The leases generally provide for minimum rents and, in
most cases, percentage rentals based on tenant revenues. In
addition, the leases generally provide for reimbursement of
common area maintenance and other expenses. Total rental income
under these operating leases was as follows:
2002 2001 2000
(Dollars in Thousands)
Minimum rentals $ 2,010 $ 1,835 $ 1,832
Percentage rentals 2,183 2,572 3,140
Total $ 4,193 $ 4,407 $ 4,972
Property at December 31, 2002 and 2001 includes leased
property of $19,960,000 and $20,659,000, respectively (before
accumulated depreciation of $11,642,000 and $11,789,000,
respectively).
Future minimum rental income aggregates $6,617,000 and is
receivable during the next five years (2003 to 2007) as follows:
$1,467,000, $1,236,000, $1,177,000, $661,000, $451,000,
respectively, and $1,625,000 thereafter.
6. POSTRETIREMENT BENEFITS
The Company has defined benefit pension plans covering
substantially all full-time, part-time and intermittent
employees. Pension benefits are based primarily on years of
service and compensation levels. The Company has defined benefit
postretirement health and life insurance plans that cover
primarily non-bargaining salaried employees and certain
bargaining unit employees. Postretirement health and life
insurance benefits are principally based on the employee's job
classification at the time of retirement and on years of service.
The benefit obligations for pensions and other
postretirement benefits were determined using a discount rate of
6.75% as of December 31, 2002 and 7.25% as of December 31, 2001,
and compensation increases ranging up to 4.5%. The expected long-
term rate of return on assets was 9% for 2002 and 2001.
At December 31, 2002, the accumulated benefit obligation for
the Company's defined benefit pension plans exceeded the fair
value of pension plan assets. In accordance with FASB Statement
No. 87, the Company recognized an additional minimum pension
liability of $8,552,000, which is included in Accrued Retirement
Benefits and a charge to Accumulated Other Comprehensive Loss of
$7,875,000, which reduced Stockholders' Equity by $5,039,000
after recognition of a deferred tax asset of $2,836,000. The
Company also recorded an intangible asset of $677,000
representing unrecognized prior service cost.
The projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for pension plans with
accumulated benefits in excess of plan assets were $43,012,000,
$38,372,000 and $31,953,000, respectively, as of December 31,
2002 and $1,246,000, $698,000 and -0-, respectively, as of
December 31, 2001.
The accumulated postretirement benefit obligation for health
care as of December 31, 2002 and 2001 was determined using a
health care cost trend rate of 10% in 1995, decreasing by .5%
each year from 1995 through 2004 and 5% thereafter. The effect of
a 1% annual increase in these assumed cost trend rates would
increase the accrued postretirement benefit obligation by
approximately $2,250,000 as of December 31, 2002, and the
aggregate of the service and interest cost for 2002 by
approximately $188,000; a 1% annual decrease would reduce the
accrued postretirement benefit obligation by approximately
$1,802,000 as of December 31, 2002, and the aggregate of the
service and interest cost for 2002 by approximately $149,000.
Changes in benefit obligations and changes in plan assets
for 2002 and 2001 and the funded status of the plans and amounts
recognized in the balance sheets as of December 31, 2002 and 2001
were as follows:
<table>
<caption>
Pension Benefits Other Benefits
2002 2001 2002 2001
(Dollars in Thousands)
<s> <c> <c> <c> <c>
Change in benefit
obligations:
Benefit obligations at
beginning of year $ 40,081 $ 37,892 $ 16,248 $ 13,619
Service cost 1,770 1,728 356 410
Interest Cost 2,695 2,701 902 986
Actuarial (gain) loss 953 (85) (2,650) 1,946
Amendments -- 216 -- 48
Benefits paid (2,487) (2,371) (626) (761)
Benefit obligations at
end of year 43,012 40,081 14,230 16,248
Change in plan assets:
Fair value of plan assets
at beginning of year 37,691 42,235 -- --
Actual return on plan
assets (3,508) (2,435) -- --
Employer contributions 257 262 626 761
Benefits paid (2,487) (2,371) (626) (761)
Fair value of plan assets
at end of year 31,953 37,691 -- --
Funded status (11,059) (2,390) (14,230) (16,248)
Unrecognized actuarial
(gain) loss 12,515 4,823 (5,383) (3,189)
Unrecognized net
transition obligation 254 282 -- --
Unrecognized prior
service cost 423 516 (545) (674)
Net amounts recognized 2,133 3,231 (20,158) (20,111)
Amounts recognized in
balance sheets consist of:
Pension asset before
minimum liability
adjustment 3,218 4,154 -- --
Accrued benefit
liability (1,085) (923) (20,158) (20,111)
Intangible asset 677 -- -- --
Minimum liability
adjustment (8,552) -- -- --
Accumulated other
Comprehensive loss 7,875 -- -- --
Net amounts recognized $ 2,133 $ 3,231 $(20,158) $(20,111)
</table>
At December 31, 2002, the accumulated benefit obligation for
the Company's defined benefit pension plans exceeded the fair
value of pension plan assets. In accordance with FASB Statement
No. 87, the Company recognized an additional minimum pension
liability of $8,552,000, which is included in Accrued Retirement
Benefits and a charge to Accumulated Other Comprehensive Loss of
$7,875,000, which reduced Stockholders' Equity by $5,039,000
after recognition of a deferred tax asset of $2,836,000. The
Company also recorded an intangible asset of $677,000
representing unrecognized prior service cost.
Net periodic benefit costs for 2002, 2001 and 2000 included
the following components:
<table>
<caption>
2002 2001 2000
(Dollars in Thousands)
<s> <c> <c> <c>
Pension benefits:
Service cost $ 1,770 $ 1,728 $ 1,501
Interest cost 2,694 2,701 2,535
Expected return on plan
assets (3,307) (3,673) (4,036)
Amortization of net
transition obligation
(asset) 28 (505) (535)
Amortization of prior
service cost 94 74 74
Recognized net actuarial
(gain) loss 77 13 (319)
Net expense (credit) 1,356 338 (780)
Other benefits:
Service cost 356 410 358
Interest cost 901 986 920
Amortization of prior
service cost (128) (134) (133)
Recognized net actuarial
gain (456) (323) (356)
Net expense $ 673 $ 939 $ 789
</table>
Effective December 31, 2001, three of the Company's defined
benefit pension plans covering bargaining unit employees and
certain hourly employees were merged into a single plan. The
Company estimates that the merger of the plans will reduce future
administrative costs while maintaining the benefits and
provisions of each plan.
The projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for pension plans with
accumulated benefits in excess of plan assets were $43,012,000,
$38,372,000 and $31,953,000, respectively, as of December 31,
2002 and $1,246,000, $698,000 and -0-, respectively, as of
December 31, 2001.
The benefit obligations for pensions and other
postretirement benefits were determined using a discount rate of
6.75% as of December 31, 2002 and 7.25% as of December 31, 2001,
and compensation increases ranging up to 4.5%. The expected long-
term rate of return on assets was 9% for 2002 and 2001.
The accumulated postretirement benefit obligation for health
care as of December 31, 2002 and 2001 was determined using a
health care cost trend rate of 10% in 1995, decreasing by .5%
each year from 1995 through 2004 and 5% thereafter. The effect of
a 1% annual increase in these assumed cost trend rates would
increase the accrued postretirement benefit obligation by
approximately $2,250,000 as of December 31, 2002, and the
aggregate of the service and interest cost for 2002 by
approximately $188,000; a 1% annual decrease would reduce the
accrued postretirement benefit obligation by approximately
$1,802,000 as of December 31, 2002, and the aggregate of the
service and interest cost for 2002 by approximately $149,000.
The Company has investment and savings plans that allow
eligible employees on a voluntary basis to make pre-tax
contributions of their cash compensation. Substantially all
employees are eligible to participate in one or more plans. The
Company can elect to make contributions to the plans and, in 2002
and 2001, the Company's contributed $92,000 and $107,000,
respectively, to one of the plans.
The Company has an Employee Stock Ownership Plan (ESOP) for
non-bargaining salaried employees and for bargaining unit
clerical employees of Maui Pineapple Company, Ltd. The shares
originally sold to the ESOP in 1979 have been allocated to
participants since December 1993 and, Eeffective December 31,
1999, the Company's Board of Directors approved a plan amendment
to freeze the ESOP. Accordingly, after 1999, there were no
further contributions to the ESOP and no additional employees
became participants of the plan.
On October 1, 1998, deferred compensation plans that
provided for specified payments after retirement for certain
management employees were terminated. At the termination date,
these employees were given credit for existing years of service
and future accruals were discontinued. As of December 31, 2002
and 2001, deferred compensation plan liabilities totaled
$2,027,000 and $2,164,000, respectively.
7. MINORITY INTEREST IN SUBSIDIARY
In February 1999, Royal Coast Tropical Fruit Company, Inc.
(a wholly owned subsidiary of Maui Pineapple Company, Ltd.)
formed a subsidiary company in Central America and invested
$503,000 for a 51% ownership interest in a new pineapple
production company. The minority stockholders contributed
$460,000. In 2002 and 2001, the Company contributed $357,000 and
$153,000, respectively, to the capital of the Central American
subsidiary and the minority shareholders contributed
proportionately, thus maintaining the ownership interest
percentages. The minority stockholders' share of the 2002 income
and the 2001 and 2000 operating losses were not material.
8. INCOME TAXES
The components of the income tax provision (benefit) were as
follows:
2002 2001 2000
(Dollars in Thousands)
Current
Federal $ (2,589) $ 1,904 $ 984
State (694) (256) (296)
Foreign 126 -- --
Total (3,157) 1,648 688
Deferred
Federal (252) 1,594 (777)
State (97) 198 1
Total (349) 1,792 (776)
Total provision (benefit) $ (3,506) $ 3,440 $ (88)
Reconciliation between the total provision and the amount
computed using the statutory federal rate of 34% follows:
2002 2001 2000
(Dollars in Thousands)
Federal provision (benefit) at
statutory rate $(3,133) $ 3,743 $ 124
Adjusted for
State income taxes,
net of effect on federal
income taxes (497) (50) (210)
Federal research credits (90) (177) --
Other 214 (76) (2)
Total provision (benefit) $(3,506) $ 3,440 $ (88)
Deferred tax assets and liabilities were comprised of the
following types of temporary differences as of December 31, 2002
and 2001:
2002 2001
(Dollars in Thousands)
Accrued retirement benefits $ 10,696 $ 7,388
Minimum tax credit carryforwards 6,314 3,975
Accrued liabilities 1,937 1,926
Allowance for doubtful accounts 250 260
Net operating loss and
tax credit carryforwards 1,125 393
Total deferred tax assets 20,322 13,942
Deferred condemnation proceeds (6,523) (6,297)
Property net book value (6,706) (4,849)
Income from partnerships (1,790) (1,835)
Pineapple marketing costs (837) (756)
Inventory (1,049) (722)
Other (951) (202)
Total deferred tax liabilities (17,856) (14,661)
Net deferred tax asset
(liability) $ 2,466 $ (719)
A valuation allowance against deferred tax assets as of
December 31, 2002 and 2001 is not considered necessary as the
Company believes it is more likely than not the deferred tax
assets will be fully realized.
At December 31, 2002, the Company had federal minimum tax
credit carryforwards of $6.3 million. The Company also had state
net operating loss carryforwards of approximately $7 million
expiring in 2022 and other state and federal tax credit
carryforwards totaling $447,000, of which $267,000 expires
through 2022.
The Company's federal income tax returns for 1998, 1999 and
2000 are under examination by the Internal Revenue Service. The
revenue agent's reports on these examinations have not been
issued and the Company presently cannot predict the outcome of
these examinations.
9. INTEREST CAPITALIZATION
Interest cost incurred in 2002, 2001 and 2000 was
$2,651,000, $3,502,000 and $3,901,000, respectively, of which
$140,000, $599,000 and $840,000, respectively, was capitalized.
10. ADVERTISING AND RESEARCH AND DEVELOPMENT
Advertising expense totaled $1,662,000 in 2002, $1,901,000
in 2001 and $2,000,000 in 2000. Research and development
expenses totaled $1,004,000 in 2002, $1,073,000 in 2001 and
$984,000 in 2000.
11. CONCENTRATIONS OF CREDIT RISK
A substantial portion of the Company's trade receivables
results from sales of pineapple products, primarily to food
distribution customers in the United States. Credit is extended
after evaluating creditworthiness and no collateral generally is
required from customers. Notes receivable result principally
from sales of real estate in Hawaii and are collateralized by the
property sold.
12. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Except for certain long-term debt, the carrying amount of
the Company's financial instruments is considered to be the fair
value. The fair value of long-term debt was estimated based on
rates currently available to the Company for debt with similar
terms and remaining maturities.
The carrying amount of long-term debt at December 31, 2002
and 2001 was $45,937,000 and $40,735,000, respectively, and the
fair value was $45,367,000 and $40,874,000, respectively.
13. BUSINESS SEGMENTS
The Company's reportable segments are Pineapple, Resort and
Commercial & Property. Each segment is a line of business
requiring different technical and marketing strategies.
Pineapple includes growing pineapple, canning pineapple in
tin-plated steel containers fabricated by the Company and
marketing canned and fresh pineapple products.
Resort includes the development and sale of real estate,
property management and the operation of recreational and retail
facilities and utility companies at Kapalua on Maui.
Commercial & Property includes the Company's investment in
Kaahumanu Center Associates, Napili Plaza shopping center and non-
resort real estate development, rentals and sales. It includes
the Company's land entitlement and land management activities.
The accounting policies of the segments are the same as
those described in Note 1, Summary of Significant Accounting
Policies.
Commercial
2002 Pineapple Resort & Property Other Consolidated
(Dollars in Thousands)
Revenues (1) $99,153 $ 49,757 $ 6,520 $ 35 $ 155,465
Operating profit
(loss) (2) (7,935) 2,830 (91) (1,508) (6,704)
Interest expense (1,478) (554) (170) (309) (2,511)
Income (loss) before
income taxes (9,413) 2,276 (261) (1,817) (9,215)
Depreciation 5,733 4,077 441 821 11,072
Equity in earnings
(losses) of joint
ventures 62 8 (1,248) -- (1,178)
Investment in joint
ventures 269 320 (12,840) -- (12,251)
Segment assets (3) 83,021 67,426 10,284 23,464 184,195
Expenditures for
segment assets 5,224 2,656 282 3,476 11,638
2001
Revenues (1) $97,426 $ 70,078 $ 5,029 $ 47 $ 172,580
Operating profit
(loss) (2) (3,233) 19,757 (1,414) (1,199) 13,911
Interest expense (1,765) (801) (211) (126) (2,903)
Income (loss) before
income taxes (4,998) 18,956 (1,625) (1,325) 11,008
Depreciation 5,582 3,690 479 475 10,226
Equity in earnings
(losses) of
joint ventures 3 6,993 (1,453) -- 5,543
Investment in joint
ventures 207 9 (11,518) -- (11,302)
Segment assets (3) 79,068 72,198 8,051 17,116 176,433
Expenditures for
segment assets 4,794 5,415 411 4,599 15,219
2000
Revenues (1) $85,892 $ 50,262 $ 5,043 $ 286 $ 141,483
Operating profit
(loss) (2) (2,891) 7,752 (441) (995) 3,425
Interest expense (1,572) (992) (164) (333) (3,061)
Income (loss) before
income taxes (4,463) 6,760 (605) (1,328) 364
Depreciation 5,106 3,222 498 176 9,002
Equity in earnings
(losses) of joint
ventures 61 (62) (971) -- (972)
Investment in joint
ventures 206 1,058 (9,990) -- (8,726)
Segment assets (3) 81,294 69,227 7,169 12,261 169,951
Expenditures for
segment assets 8,346 8,965 279 2,225 19,815
(1) Amounts are principally revenues from external customers.
Intersegment revenues and interest revenues were insignificant.
Sales to any single customer did not exceed 10% of consolidated
revenues. Revenues attributed to foreign countries were $2.2
million, $1.7 million and $2.6 million, respectively, in 2002,
2001 and 2000. Foreign sales are attributed to countries based
on the location of the customer.
(2) "Operating profit (loss)" is total revenues less all
expenses except allocated interest expenses and income taxes.
Operating profit (loss) included in "Other" is primarily
unallocated corporate expenses.
(3) Segment assets are located in the United States, primarily
Maui. Other assets are corporate and non-segment assets.
14. CONTINGENCIES AND COMMITMENTS
In 1996, the County of Maui sued several chemical
manufacturers claiming that they were responsible for the
presence of a nematocide commonly known as DBCP in certain water
wells on Maui. The Company was a Third Party Defendant in the
suit as a result of a 1978 agreement for the sale of DBCP to the
Company from one of the DBCP manufacturers. In August 1999,
settlement of the case was reached. The Company and the other
defendants as a group have agreed that until December 1, 2039,
they will pay for 90% of the capital cost to install filtration
systems in any future wells if DBCP contamination exceeds
specified levels and for the ongoing maintenance and operating
cost for filtration systems on existing and future wells. The
level of DBCP in the existing wells should decline over time as
the wells are pumped, which may end the requirement for
filtration before 2039. To secure the obligations of the
defendants under the settlement agreement, the defendants are
required to furnish to the County of Maui an irrevocable standby
letter of credit throughout the entire term of the agreement.
The Company had estimated a range of its share of the cost to
operate and maintain the filtration systems for the existing
wells and its share of the cost of the letter of credit, and
recorded a reserve for this liability in 1999. Adjustments to
the reserve in 2000, 2001 and 2002 did not have a material effect
on the Company's financial statements. There are procedures in
the settlement agreement to minimize the DBCP impact on future
wells by relocating the wells to areas unaffected by DBCP or by
using less costly methods to remove DBCP from the water. 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.
In connection with pre-development planning for a land
parcel in Upcountry Maui, pesticide residues in the parcel's soil
were discovered in levels that are in excess of Federal and
Hawaii State limits. Studies by environmental consultants, in
consultation with the State Department of Health, indicate that
remediation probably will be necessary. Cost of remediation will
depend on various alternatives as to use of the property and the
method of remediation. Until the Company makes further progress
on obtaining proper entitlements for the parcel, the ultimate use
of the property remains uncertain and, therefore, an estimate of
the remediation cost cannot be made.
In addition to the matters noted above, there are various
other claims and legal actions pending against the Company. In
the opinion of management, after consultation with legal counsel,
the resolution of these other matters will not have a material
adverse effect on the Company's financial position or results of
operations.
Premium Tropicals International, LLC (PTI) is a joint
venture between Royal Coast Tropical Fruit Company, Inc. (a
wholly owned subsidiary of Maui Pineapple Company, Ltd.) and an
Indonesian pineapple grower and canner. The joint venture
markets and sells Indonesian canned pineapple in the United
States. The Company is a guarantor of a $3 million line of
credit, which supports letters of credit to be issued on behalf
of PTI for import trading purposes and a $1 million line of
credit used for working capital purposes. Both lines expire on
August 31, 2003. At December 31, 2002, there were no amounts
drawn under the lines of credit and payment for shipments
totaling $1.3 million were secured by the letters of credit.
The Company, as a partner in various partnerships, may under
particular circumstances be called upon to make additional
capital contributions.
At December 31, 2002, the Company had purchase commitments
under signed contracts totaling $1,020,000, which primarily
relate to equipment for the Central American operations and to
real estate projects.
<table>
QUARTERLY EARNINGS
(unaudited)
<caption>
First Second Third Fourth
Quarter Quarter Quarter Quarter
(Dollars in Thousands Except Per Share Amounts)
<s> <c> <c> <c> <c>
2002
Total revenues $36,285 $33,561 $38,481 $47,138
Net sales 25,110 25,227 29,622 38,546
Cost of sales 16,056 16,814 21,489 28,913
Net income (loss) 776 (2,066) (2,199) (2,220)
Net income (loss) per
common share .11 (.29) (.31) (.31)
2001
Total revenues* $38,739 $39,453 $45,943 $48,445
Net sales 27,417 29,367 31,959 35,977
Cost of sales 18,917 19,705 23,456 22,936
Net income 779 265 1,974 4,550
Net income per common share .11 .04 .27 .63
</table>
* Total revenues for the first and second quarters of 2001
were restated to conform to the full year presentation.
COMMON STOCK
The Company's common stock is traded on the American Stock
Exchange under the symbol "MLP." The Company did not declare any
dividends in 2002 and 2001. The declaration and payment of cash
dividends are restricted by the terms of borrowing arrangements
to 30% of prior year's net income. At February 7, 2003, there
were 421 shareholders of record.
The following chart reflects high and low sales prices
during each of the quarters in 2002 and 2001:
First Second Third Fourth
Quarter Quarter Quarter Quarter
2002 High $ 25.00 $ 22.75 $ 20.35 $ 18.25
Low 20.00 19.00 16.50 13.75
2001 High $ 24.00 $ 27.53 $ 26.60 $ 25.10
Low 18.00 17.00 19.75 19.99
<table>
SELECTED FINANCIAL DATA
<caption>
2002 2001 2000 1999 1998
(Dollars in Thousands Except Per Share Amounts)
<s> <c> <c> <c> <c> <c>
FOR THE YEAR
Summary of Operations
Revenues $ 155,465 $ 172,580 $ 141,483 $ 146,998 $ 143,711
Cost of goods sold 83,272 85,014 72,803 74,494 76,049
Operating expenses 33,307 33,677 30,169 27,440 26,168
Shipping and marketing 20,510 19,095 18,289 18,479 16,673
General and
administrative 23,902 19,430 15,825 16,408 15,094
Equity in losses
of joint ventures 1,178 1,453 972 956 1,160
Interest expense 2,511 2,903 3,061 1,834 3,039
Income tax expense
(benefit) (3,506) 3,440 (88) 2,717 1,188
Income (loss) before
extraordinary loss (5,709) 7,568 452 4,670 4,340
Extraordinary loss,
net of income tax
benefit (1) -- -- -- -- (744)
Net income (loss) (5,709) 7,568 452 4,670 3,596
Per Common Share
Income (loss) before
extraordinary loss (.79) 1.05 .06 .65 .60
Extraordinary loss, net
of income tax benefit -- -- -- -- (.10)
Net income (loss) (.79) 1.05 .06 .65 .50
Other Data
Cash dividends
Amount -- -- 899 899 --
Per common share -- -- .125 .125 --
Depreciation $11,072 $10,226 $ 9,002 $ 8,445 $ 8,176
Return on beginning
stockholders' equity (7.8)% 11.5% .7% 7.5% 6.1%
Percent of net income
to revenues (3.7)% 4.4% .3% 3.2% 2.5%
AT YEAR END
Current assets
less current
liabilities (2) $25,502 $ 25,463 $ 19,304 $ 12,924 $ 18,985
Ratio of current
assets to current
liabilities (2) 1.9 2.1 1.7 1.5 2.1
Property, net of
depreciation $112,198 $ 113,046 $ 109,725 $ 100,976 $ 89,921
Total assets 184,195 176,433 169,951 153,387 136,247
Long-term debt and
capital leases 43,252 39,581 41,012 25,497 23,592
Stockholders' equity
Amount 62,739 73,419 65,922 66,400 62,492
Per common share $ 8.72 $ 10.20 $ 9.16 $ 9.23 $ 8.69
Common shares
outstanding 7,195,800 7,195,800 7,195,800 7,195,800 7,188,500
</table>
(1) In 1998, the Company incurred an extraordinary loss of
$744,000 (net of taxes) for prepayment of $20 million of debt.
(2) Current assets less current liabilities and ratio of current
assets to current liabilities for 1999 decreased primarily
because of increased accounts payable resulting from the high
level of construction in progress at year-end.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
2002 vs. 2001
CONSOLIDATED
The Company reported a net loss of $5.7 million for 2002
compared to net income of $7.6 million for 2001. The decline in
results primarily reflects increased operating losses from the
Pineapple segment coupled with lower operating profit from the
Resort segment.
General and administrative expenses for 2002 (including
amounts allocated to the business segments) increased by $4.5
million or 23% as compared to 2001. Fees paid to outside
consultants increased by approximately $2.2 million in 2002
compared to 2001. Increases in consultant fees due to lawsuits
related to Pineapple operations were partially offset by
reductions in fees paid for other professional services. The net
periodic cost for defined benefit pension plans increased by
approximately $1 million in 2002 primarily because of decreased
investment returns in 2000 and 2001. In addition, depreciation,
medical, and general insurance expenses increased by $1.8 million
in 2002 as compared to 2001.
The increased level of legal fees is expected to continue
through part of 2003. In 2003, nNet periodic cost for defined
benefit pension plans is expected to increase by approximately
$1.4 million in 2003 as a result of continued reductions in
investment returns in 2002 and a reduction in the discount rate
used to determine pension obligations from 7.25% at December 31,
2001 to 6.75% at December 31, 2002.
Interest expense decreased by 14% in 2002 compared to 2001
due to lower average interest rates. Average interest rates on
Company borrowings in 2002 were 2 percentage points lower than
2001. The reduction in interest expense due to lower rates was
partially offset by 3% higher average borrowings in 2002.
PINEAPPLE
Pineapple revenues of $99.2 million in 2002 were 2% higher
than 2001. However, the operating loss attributable to this
segment was $7.9 million in 2002 compared to $3.2 million in
2001. The increased loss was largely attributable to higher
general and administrative costs as discussed above. General and
administrative expenses attributable to the Pineapple segment
increased by $4.9 million in 2002 compared to 2001. Shipping and
marketing costs were higher in 2002 primarily because of
increased use of air freight to ship fresh whole and fresh cut
pineapple, increased fuel surcharges affecting ocean freight and
trucking rates and additional transportation, warehousing,
labeling and casing costs incurred as a result of the West Coast
dock dispute in the fourth quarter of 2002. Pineapple cost of
sales as a percentage of sales for 2002 was lower than 2001,
primarily due to a shift in sales toward fresh whole and fresh
cut pineapple products, which generally yield a higher gross
margin. In 2003, the Company is working with an outside
consultant to produce a linear optimization model to analyze and
develop a product mix optimization plan.
In the fourth quarter of 2002, the labor dispute between the
West Coast longshoremen and shipping companies resulted in a
temporary shutdown of the West Coast shipping ports followed by a
backlog at the ports through most of December 2002. During that
period, the Company incurred additional air freight costs and
inter-modal rerouting costs to make timely deliveries to its
customers and additional warehousing, labeling and casing costs
to meet estimated orders for its customers for the remainder of
2002 and the first quarter of 2003. Losses and additional
expenditures incurred by the Company during this period due to
the labor dispute, as well as the additional expenditures to
label, case, warehouse and transport product to the West Cost
Coast and to its customers totaled approximately $843,000. At
year-end 2002, a portion of these expenditures was deferred as
prepaid shipping and selling costs.
Case volume of canned pineapple sales was higher in 2002
compared to 2001, but average sales prices were slightly lower in
2002. Contribution to Pineapple segment revenues from non-canned
product sales (pineapple juice in PET bottles, fresh cut and
fresh whole pineapple) increased by 5% to approximately 30% of
net sales in 2002 compared to 2001.
The volume and pricing of canned pineapple imported into the
United States directly affects the marketplace for the Company's
products. Through the first 11 months of 2002, the volume of
canned pineapple imports increased by 5% as the tightening of
supply of pineapple from Thailand late in 2001 did not continue
consistently into 2002. and However, the average unit value of
these imports increased by 7%. While the increase in average
unit values declared on these imports could reflect a tightening
of supplies, the increase in the volume of imports continued to
keep downward pressure on the marketplace in 2002.
In 2002, revenues included a distribution of antidumping
duties by the U. S. Customs Service of $530,000, a decrease of
$1.3 million as compared to 2001. These distributions were
made pursuant to the Continued Dumping and Subsidy Offset Act
of 2000, which allows for distribution of antidumping duties
to injured domestic producers. The Company currently expects
that it will receive a distribution of antidumping duties in
2003; however, complaints by 11 foreign countries to the
World Trade Organization may result in a repeal of the law.
Antidumping duties have been in effect on canned pineapple
fruit imported from Thailand since mid-1995. The U. S.
Department of Commerce and the U. S. International Trade
Commission will review the duties again in 2005 as a scheduled
five-year review. At either the request of the Company or a Thai
producer, the amount of duties on pineapple imports from Thailand
is subject to annual administrative reviews by the U. S.
Department of Commerce. As a result of annual reviews, duties
can be adjusted. Certain Thai pineapple companies have
significantly reduced their antidumping duties through the annual
review process. Present antidumping duties on imports of canned
pineapple from Thailand range from less than 1% up to 51%.
In October 2001, the U. S. Department of Commerce released
final antidumping margins pursuant to the fifth annual
administrative review of antidumping duties on canned pineapple
fruit imports from Thailand. This review resulted in the dumping
margin for one of the larger Thai producers being ruled as de
minimis and, therefore, no deposit of duties is currently
required from that importer. The Company appealed that result.
In December 2002, results of the sixth annual administrative
review were released and duties for some of the Thai producers
were reduced. Also, the dumping margin for the same large
producer was again found to be de minimis. If the dumping margin
for an importer is determined to be de minimis for three
consecutive years, the importer will be exempt from the duty
order. The Company's appeal of the results of the fifth annual
administrative review continues and it is estimated that the
court will render a decision sometime in mid-2003.
RESORT
Revenues from the Kapalua Resort segment were $49.8 million
in 2002 compared to $70.1 million in 2001. The operating profit
from this segment was $2.8 million in 2002 compared to $19.8
million in 2001. The decrease in revenues and operating profit
is primarily due to reduced inventory in the Company's real
estate development projects, which contributed $2.5 million to
operating profit in 2002 compared to $18.2 million in 2001.
In 2001, the sales of all 36-luxury condominium units in the
Coconut Grove on Kapalua Bay closed escrow and title passed to
the buyers, resulting in profit contribution to the Company of
$11.5 million. In 2001, the Resort segment recognized profit on
sales of 20 of the 31 single-family lots at the Pineapple Hill
Estates subdivision and the sale of a one-acre land parcel next
to the Ironwoods condominiums.
In 2002, nine of the remaining 11 lots in the Pineapple Hill
Estates subdivision and the two final lots in Plantation Estates
were sold. One of the two Pineapple Hill Estates lots in
inventory at year-end 2002 closed escrow in February 2003 and the
final lot has been contributed to a joint venture for
construction of a home that is expected to be available for sale
in March 2003.
Resort real estate development and Resort real estate sales
are cyclical and depend on a number of factors. Results for one
period are, therefore, not necessarily indicative of future
performance trends for this segment. A key factor in the
financial results of Resort real estate sales is the availability
of new product inventory. In 2003, aside from the two lots in
Pineapple Hill Estates mentioned above, the Company has a 6.5-
acre ocean front parcel that is currently being marketed for
sale. This parcel is located in a conservation district and
additional approvals are being sought to allow a potential buyer
to build a home on the site.
In 2002, the Company was granted preliminary approval for a
new large-lot agricultural subdivision next to Plantation
Estates. Final subdivision approval for the 25 lots in Phase I
is required before these lots will be available for sale.
Marketing efforts for this project may begin in late 2003. The
Company is in the planning and entitlement stage of other Kapalua
Resort real estate projects, but at this time does not anticipate
that any other projects will be available for sale in 2003.
Revenues and operating profit from Resort operations
(excluding real estate development activity) were lower in 2002
compared to 2001. Much of the activity at Kapalua Resort is
related to hotel and condominium occupancies on Maui and, for
2002, hotel and villa occupancies at Kapalua decreased by 8% and,
for the island of Maui, occupancies decreased by 3% compared to
2001. For the State of Hawaii, hotel and condominium occupancies
were about 1% higher in 2002 compared to 2001. The recovery of
Hawaii's visitor industry from the terrorist attacks of
September 11, 2001 has been slow with continued challenges from
a weak U.S. economy, difficult air travel and the threat of a
U.S. military conflict. In 2002, paid rounds of golf at the
Resort declined and revenues from golf operations decreased by
3%;, merchandise sales decreased by 6% and revenues from The
Kapalua Villas decreased by 9%. Partially offsetting these
declines were commission income from Kapalua Realty, which
increased by 80% in 2002 compared to 2001, primarily reflecting
resale activity.
Resort marketing initiatives to increase visitors to Kapalua
is an ongoing focus and challenge for the Company. In February
2002, contracts were completed for a four-year extension for
Kapalua to host the Mercedes Championships golf tournament, which
is a major marketing event for the Resort.
COMMERCIAL & PROPERTY
Revenues of $6.5 million attributable to the Commercial &
Property segment increased by 30% in 2002 compared to 2001. The
segment produced an operating loss of $91,000 in 2002 compared to
$1.4 million in 2001. The improved results were principally due
to land sales in 2002. In the fourth quarter of 2002, the
Company closed sales on 13 of 45 lots in the Kapua Village
employee subdivision in West Maui. Revenues for 2002 also
included other land sales totaling $624,000 compared to land
sales of $189,000 in 2001.
The Company's equity in the losses of Kaahumanu Center
Associates was $1.3 million in 2002 compared to $1.5 million in
2001. The reduction in losses was primarily due to lower expense
in 2002 for write-off of tenant improvement allowances and
reserves for uncollectible accounts. The gross leasable area
occupied by tenants in 2002 increased, but sales reported by the
tenants decreased in 2002 as compared to 2001. The Company made
cash advances to Kaahumanu Center Associates of $977,000 in 2002
and management presently anticipates that cash advances from the
partners in 2003 will approximate $300,000.
2001 vs. 2000
CONSOLIDATED
The Company reported consolidated net income of $7.6
million for 2001 compared to net income of $452,000 for 2000.
The increase in net income was due to real estate sales at the
Kapalua Resort, which more than offset the reduced profit
contribution from Resort operations and increased operating
losses from the Pineapple, Commercial & Property and other
operations.
General and administrative expenses for 2001 (including
amounts allocated to the business segments) exceeded the prior
year by $3.6 million or 23%. The operating results reported for
all of the Company's business segments were negatively affected
by increases in general and administrative expenses. The net
periodic cost for the Company's defined benefit pension plans
increased by $1.1 million in 2001 compared to 2000 primarily
because of decreased investment returns in 2000. Fees paid to
outside consultants increased by over $1 million in 2001 compared
to 2000. A large part of this increase was due to lawsuits
related to Pineapple operations, which the Company filed in 2001.
General and administrative expenses were also higher in 2001
because of expenses for employment-related litigation, increased
salaries and wages and other employment related expenses.
Interest expense of $2.9 million for 2001 was 5% lower than
2000, the result of lower average interest rates partially offset
by higher average borrowings and a reduced amount of capitalized
interest. Higher debt balances resulted primarily from
borrowings in 2000 to finance negative operating cash flows from
the Pineapple operations and construction activity at Kapalua
Resort. The Company's total debt balance remained relatively
high in 2001 as cash from operating activities was used to
finance a large portion of the Company's capital expenditures.
PINEAPPLE
Pineapple revenues increased to $97.4 million in 2001 as
compared to $85.9 million in 2000. The segment produced an
operating loss of $3.2 million in 2001 compared to an operating
loss of $2.9 million in 2000. The average sales price for canned
pineapple products and the case volume of canned pineapple sales
were higher in 2001 as compared to 2000. Contribution to
revenues from fresh cut and fresh whole pineapple products grew
substantially in 2001; however, these product lines represent
less than 17% of net sales from the Pineapple segmentnon-canned
product sales increased by 8% in 2001 to approximately 25% of net
sales. The operating loss from the Pineapple segment increased
in 2001 because of higher per unit production costs and shipping
and selling expenses as well as increased general and
administrative expenses. Higher production costs in 2001 were
primarily the result of increased cost for petroleum products and
supplies and scheduled collective bargaining wage increases.
Mitigating the loss from Pineapple operations in 2001 was
the receipt of $1.8 million in December 2001 from the U.S.
Customs Service. The cash distribution was made pursuant to the
Continued Dumping and Subsidy Offset Act of 2000, which provided
for an annual distribution of antidumping duties to injured
domestic producers.
RESORT
Kapalua Resort revenues, including operations and
development, increased to $70.1 million in 2001 from $50.3
million in 2000. The operating profit from this segment was
$19.8 million in 2001 compared to $7.8 million in 2000. The
increase in revenues and operating profit in 2001 was
attributable to development activity related to real estate
sales, which contributed $18.2 million to Resort operating profit
in 2001 compared to $1.4 million in 2000.
In 2001, the sale of all 36-luxury condominium units in the
Coconut Grove on Kapalua Bay closed escrow and title passed to
the buyers. The Company's equity in earnings of Kapalua Coconut
Grove LLC, developer of the project, was $7.0 million in 2001.
In 1997, the Company contributed to the venture its 50% interest
in the 12-acre parcel for the development. In 2001, the Company
recognized income of $3.9 million representing the pre-
contribution gain on sale of this land parcel.
In 2001, the Resort segment recognized profit on sales of 20
of 31 single-family lots at the Pineapple Hill Estates
subdivision. In 2000, 12 of the lots had closed escrow and all
of the proceeds received were recorded as deferred revenue.
Revenues were recognized throughout 2001 on the percentage-of-
completion method. Construction of the subdivision improvements
was completed in November 2001. Also in 2001, the Company sold a
one-acre parcel next to the Ironwoods condominiums.
In 2000, the Company recognized profit on the percentage-of-
completion method for sales of 14 single-family lots in
Plantation Estates Phase II. Construction of subdivision
improvements and all of the sales were completed by the end of
second quarter 2000.
Revenues and operating profit from Resort operations
(excluding real estate development activity) were lower in 2001
compared to 2000 due primarily to lower resort occupancy.
Occupancy is responsible for much of the activity at the Resort
and revenues from operations. Revenues from golf operations
decreased by 3%, merchandise sales declined by 7% and income from
lease rents were lower by 14% in 2001 compared to 2000. Revenues
from The Kapalua Villa operations decreased by 17% in 2001
compared to 2000. While occupancies at The Kapalua Villas were
lower in 2001 compared to 2000, average room rates increased
slightly. Partially offsetting the reduction in revenues from
these operations was a 46% increase in commission income from
Kapalua Realty, largely reflecting the real estate sales
mentioned above.
Room occupancies in 2001 at Kapalua and for the State of
Hawaii were lower than 2000 for every month, and the economic
impact of the events of September 11, 2001 resulted in a further
decline in visitors. The rate of room reservations rebounded
somewhat in the last quarter of 2001 and early 2002.
COMMERCIAL & PROPERTY
Revenues from the Commercial & Property segment totaled $5
million in 2001 or approximately the same as in 2000. Revenues
for 2001 include $189,000 from land sales compared to $75,000 for
2000. The operating loss from this segment increased to $1.4
million in 2001 from $441,000 in 2000. The increased operating
loss was largely attributable to lower results from Queen
Ka'ahumanu Center. In addition, increased land management
expenses, primarily as a result of additional personnel, and
lower profit contribution from Napili Plaza added to the
increased loss from this segment.
The Company's equity in the losses of Kaahumanu Center
Associates was $1.5 million in 2001 compared to $971,000 in 2000.
The increased losses largely related to store closures and rent
concessions, which resulted in reduced rental income, write-off
of tenant improvement allowances and increases in reserves for
uncollectible accounts. Partially offsetting these losses in
2001 was an increase in lease cancellation fees received.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, the Company's total debt, including
capital leases, was $50.1 million, an increase of $6.8 million
from year-end 2001. The increase in debt was the result of
insufficient cash provided by operating activities, in particular
from the Pineapple segment operations. While the net use of cash
by Pineapple operations in 2002 is largely a result of the
operating loss of $7.9 million for 2002, part of the deficit in
cash flows is due to normal variations in the timing of receipts
and disbursements. A significant cash timing variation in 2002
was that trade receivables for the Pineapple segment were $5.6
million higher at year-end 2002 as compared to 2001 because of
sales later in the year that were not collected until January
2003. In 2003, cash flows from the Pineapple segment are
expected to improve primarily because of a decrease in total
expenditures for production of canned inventory as the Company
continues to reduce its emphasis on canned product.
The increased debt level was also the result of over $10
million of capital expenditures in 2002. Included in the capital
expenditures were necessary replacement of equipment and
facilities, over $2 million for assets related to the Company's
fresh whole pineapple operations at Hali'imaile and in Central
America and approximately $2.8 million for completion of the
integrated accounting system that began in August 2000.
At December 31, 2002, unused long- and short-term credit
lines totaled $9.4 million. Existing credit facilities and cash
flows from operating activities are expected to be adequate to
fund the Company's operations in 2003. The Company anticipates
that it may finance some of its 2003 capital expenditures with
new equipment loans or capital leases. Should additional funds
become necessary, the Company anticipates that it would seek
additional debt financing.
Pineapple capital expenditures are expected to be $4.3
million in 2003, of which $2.6 million is for replacement of
existing equipment and facilities. Other than replacements,
Pineapple capital expenditures are for completion of a new fresh
fruit packing facility at the Company's Hali'imaile Plantation,
additional equipment for fresh cut operations at the Kahului
cannery and for the Company's Central American operations.
Resort capital expenditures for 2003 are expected to be $2.1
million in 2003, a majority of which is for replacement of
existing equipment and facilities. Other capital expenditures in
2003 are expected to total $1.4 million and land planning and
entitlement costs are expected to total $1.1 million.
The Company's minimum pension plan contribution for its
defined benefit pension plans for plan year 2002 totals
$1,036,000 and is payable in September 2003. Minimum pension
plan contributions for the 2003 plan year are presently estimated
at $1.9 million and will be payable in September 2004. These
expected cash outflows compare to actual contributions made in
2002 of $257,000. The increase in minimum contributions is due
to the excess of pension obligations over plan assets as
reflected in the minimum liability adjustment required as of
December 31, 2002 (see Note 6 to Consolidated Financial
Statements). The increase in minimum contributions is due to the
excess of pension obligations over plan assets as reflected in
the minimum liability adjustment required as of December 31, 2002
(see Note 5 to Consolidated Financial Statements).
Following are summaries of the Company's contractual
obligations and other commercial commitments as of December 31,
2002 (in thousands):
Payment due by period (years)
Contractual Less
Obligations Total Than 1 1-3 4-5 After 5
Long-term debt $45,937 $ 3,681 $17,132 $15,324 $ 9,800
Notes payable-
current 2,898 2,898 -- -- --
Capital lease
Obligations 1,356 311 723 322 --
Operating leases 4,930 635 1,254 1,303 1,738
Total Contractual
Cash Obligations $55,121 $ 7,525 $19,109 $16,949 $11,538
Commitment expiration period (years)
Other Commercial Less
Commitments Total Than 1 1-3 4-5 After 5
Lines of Credit $ 9,389 $ -- $ 9,389 $ -- $ --
Guarantees 14,000 4,000 10,000 -- --
Commitments Under
Signed Contracts 1,020 1,020 -- -- --
Standby Letters
of Credit 561 561 -- -- --
Total Other Commercial
Commitments $24,970 $ 5,581 $ 19,389 $ -- $ --
IMPACT OF INFLATION AND CHANGING PRICES
The Company uses the LIFO method of accounting for its
pineapple inventories. Under this method, the cost of products
sold approximates current cost and, during periods of rising
prices, the ending inventory is reflected at an amount below
current cost. The replacement cost of pineapple inventory was
$23.2 million at December 31, 2002, which is $8.7 million more
than the amount reflected in the financial statements.
Most of the land owned by the Company was acquired from 1911
to 1932 and is carried at cost. A small portion of "Real Estate
Held for Sale" represents land cost. Replacements and additions
to Pineapple operations occur every year and some of the assets
presently in use were placed in service in 1934. At Kapalua,
some of the fixed assets were constructed and placed in service
in the mid-to-late 1970s. Depreciation expense would be
considerably higher if fixed assets were stated at current cost.
MARKET RISK
The Company's primary market risk exposure with regard to
financial instruments is to changes in interest rates. The
Company manages this risk by monitoring interest rates and future
cash requirements and evaluating opportunities to refinance
borrowings at various maturities and interest rates. At
December 31, 2002, 75% of the Company's short- and long-term
borrowing commitments carried interest rates that were
periodically adjustable to the prime rate, a Federal Farm Credit
Bank index rate or to a LIBOR rate and 25% carried interest at
fixed rates. Based on debt outstanding at the end of 2002, a
hypothetical decrease in interest rates of 100 basis points would
increase the fair value of the Company's long-term debt by
approximately $354,000. At December 31, 2002, the fair value of
the Company's long-term debt exceeded the carrying value by
approximately $575,000 as a result of a general decrease in
quoted interest rates.
The Company does not believe that the market risk exposure
due to foreign exchange transactions would have a material impact
on the Company's financial statements.
FORWARD-LOOKING STATEMENTS
The Company's Annual Report to Shareholders contains forward-
looking statements (within the meaning of Private Securities
Litigation Reform Act of 1995) as to a variety of matters,
including the future success of non-canned pineapple products,
the completion and sale of the Pineapple Hill Estates residence,
the sale of the oceanfront parcel at Kalaepiha Point, sales of
the remaining lots at Kapua Village employee subdivision, receipt
of distribution of antidumping duties in 2003, the potential
marketing of a new large-lot agricultural subdivision at Kapalua
in late 2003, the integrated accounting system effect on
reporting and customer service, the completion and success of the
new fresh fruit facility at Hali'imaile and 2003 expectations as
to cash flow. In addition, from time to time, the Company may
publish forward-looking statements as to those matters or other
aspects of the Company's anticipated financial performance,
business prospects, new products, marketing initiatives or
similar matters.
Forward-looking statements contained in the Annual Report to
Shareholders or otherwise made by the Company are subject to
numerous factors (in addition to those otherwise noted in the
Company's Annual Report or in its filings with the Securities and
Exchange Commission) that could cause the Company's actual
results and experience to differ materially from expectations
expressed by the Company. Factors that might cause such
differences, among others, include (1) changes in domestic,
foreign or local economic conditions that affect availability or
cost of funds, or the number, length of stay or expenditure
levels of international or domestic visitors, or agricultural
production and transportation costs of the Company and its
competitors or Maui retail or real estate activity; (2) the
effect of weather conditions on agricultural operations of the
Company and its competitors; (3) the success of the Company in
obtaining land use entitlements; (4) events in the airline
industry affecting passenger or freight capacity or cost; (5)
possible shifts in market demand; and (6) the impact of competing
products, competing resort destinations and competitors' pricing.
MAUI LAND & PINEAPPLE COMPANY, INC.
Officers
President & Chief Executive Officer
*Gary L. Gifford
Executive Vice President/Finance
Paul J. Meyer
Executive Vice President/Pineapple
Douglas R. Schenk
Executive Vice President/Resort & Commercial Property
Donald A. Young
Vice President/Human Resources
J. Susan Corley
Vice President/Retail Property
Scott A. Crockford
Vice President/Land Planning & Development
Robert M. McNatt
Vice President/Land & Water Asset Management
Warren A. Suzuki
Treasurer
John P. Kreag
Controller & Secretary
Adele H. Sumida
Directors
*Richard H. Cameron--Chairman
Assistant Manager
Waldenbooks
John H. Agee
President and Chief Executive Officer
Ka Po'e Hana LLC
*David A. Heenan
Trustee
The Estate of James Campbell
Randolph G. Moore
Teacher, Department of Education
State of Hawaii
Claire C. Sanford
Co-owner
Top Dog Studio
Fred E. Trotter III
President
F. E. Trotter, Inc.
Daniel H. Case-Director Emeritus
Chairman of the Board
Case Bigelow & Lombardi
Mary C. Sanford-Director Emeritus
Retired Chairman of the Board
Maui Publishing Company, Ltd.
Compensation Committee
Fred E. Trotter III-Chairman
John H. Agee
Richard H. Cameron
Daniel H. Case
David A. Heenan
Randolph G. Moore
Claire C. Sanford
Mary C. Sanford
Audit Committee
Randolph G. Moore-Chairman
David A. Heenan
Fred E. Trotter III
PRINCIPAL SUBSIDIARIES
MAUI PINEAPPLE COMPANY, LTD.
Officers
President & Chief Executive Officer
Douglas R. Schenk
Executive Vice President/Sales & Marketing
James B. McCann
Executive Vice President/Finance
Paul J. Meyer
Vice President/Operations
Eduardo E. Chenchin
Vice President/Agricultural Business Development
L. Douglas MacCluer
Vice President/Grocery Sales
Renata E. Muller
Treasurer
John P. Kreag
Secretary
Adele H. Sumida
Controller
Stacey M. Jio
Directors
*Richard H. Cameron-- Chairman
John H. Agee
*Gary L. Gifford
*David A. Heenan
Paul J. Meyer
Randolph G. Moore
Claire C. Sanford
Douglas R. Schenk
Fred E. Trotter III
Daniel H. Case-Director Emeritus
Mary C. Sanford-Director Emeritus
KAPALUA LAND COMPANY, LTD.
Officers
President & Chief Executive Officer
Donald A. Young
Executive Vice President/Finance
Paul J. Meyer
Vice President/Marketing
Kim D. Carpenter
Vice President/Administration
Caroline P. Egli
Vice President/Retail Property
Scott A. Crockford
Vice President/Land Planning & Development
Robert M. McNatt
Vice President/Resort Operations
Gary M. Planos
Vice President/Kapalua Club & Villas
David M. Sosner
Treasurer
John P. Kreag
Secretary
Adele H. Sumida
Controller
Russell E. Johnson
Directors
*Richard H. Cameron-- Chairman
John H. Agee
*Gary L. Gifford
*David A. Heenan
Paul J. Meyer
Randolph G. Moore
Claire C. Sanford
Fred E. Trotter III
Donald A. Young
Daniel H. Case-Director Emeritus
Mary C. Sanford--Director Emeritus
*Effective May 27, 2003
Gary L. Gifford - retired from all positions; replacement not selected.
Richard H. Cameron - resigned as Chairman; will continue as Director.
David A. Heenan - replaces Mr. Cameron as Chairman.