UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 18, 2003
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
HAWAII 0-6510 99-0107542
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
120 Kane Street, P. O. Box 187, Kahului, Maui, Hawaii 96733-6687
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(808) 877-3351
NONE
Former Name or Former Address, if Changed Since Last Report
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 18, 2003, the sale by Kaahumanu Center
Associates ("KCA") to Somera Investment Partners, LLC, of the
Queen Kaahumanu Center (the "Center") for $75 million closed
escrow. Upon closing of the sale, the Company received cash of
$3.3 million, which primarily represented the repayment of cash
advances, management fees, electricity and reimbursable costs.
By agreement between the partners of KCA, the partnership was
dissolved upon the closing of the sale and the Company as
managing partner has proceeded to wind up the affairs of the
partnership. The winding up period, as defined by agreement,
will run for thirteen months following the closing of the sale.
As a result of the dissolution of the partnership, the
Company's accumulated losses of KCA in excess of its investment
will be reversed in the third quarter of 2003. The Company's
Consolidated Financial Statements for the quarter ended
September 30, 2003 will reflect income attributable to Queen
Kaahumanu Center of approximately $13 million, primarily
representing the reversal of the accumulated losses.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(b) Pro Forma Financial Information
The following pro forma balance sheet as of June 30, 2003
and the pro forma statement of operations for the six months then
ended, and the pro forma statement of operations for the year
ended December 31, 2002 were derived from the Company's
consolidated balance sheet as of June 30, 2003 and the related
statement of operations for the six months then ended, and the
Company's consolidated statement of operations for the year ended
December 31, 2002.
These pro forma financial statements are presented for
informational purposes only and do not purport to be indicative
of the financial results of the Company had the sale of the
Center taken place as of January 1, 2002.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET (UNAUDITED)
JUNE 30, 2003
Actual Adjustments (1) Pro Forma
(Dollars in Thousands)
ASSETS
Current Assets
Cash and cash equivalents $ 1,023 $ 205 $ 1,228
Accounts and notes receivable 18,836 (2,771)(2) 16,065
Inventories 27,177 27,177
Other current assets 11,065 11,065
Total current assets 58,101 (2,566) 55,535
Property 258,148 (272)(2) 257,876
Accumulated depreciation (153,060) (153,060)
Property - net 105,088 (272) 104,816
Other Assets 16,608 (1,013)(2) 15,595
Total $179,797 $ (3,851) $ 175,946
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt
and capital lease obligations $ 6,450 $ $ 6,450
Trade accounts payable 10,279 10,279
Other current liabilities 9,773 70 9,843
Total current liabilities 26,502 70 26,572
Long-Term Liabilities
Long-term debt and capital
lease obligations 44,054 2,000 (3) 46,054
Equity in losses of joint venture 13,564 (13,564)(4) --
Other long-term liabilities 35,672 (343) 35,329
Total long-term liabilities 93,290 (11,907) 81,383
Minority Interest in Subsidiary 1,935 1,935
Stockholders' Equity
Common stock 12,455 12,455
Retained earnings 50,699 7,986 (5) 58,685
Accumulated other comprehensive
loss (5,084) (5,084)
Stockholders' equity 58,070 7,986 66,056
Total $179,797 $ (3,851) $ 175,946
See Notes to Pro Forma Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
JUNE 30, 2003
(UNAUDITED)
Actual Adjustments (1) Pro Forma
(Dollars in Thousands
Except Share Amounts)
Net Sales and Gross Revenue $ 73,763 $ (1,580)(6) $ 72,183
Costs and Expenses
Cost of goods sold 34,747 34,747
Other operating costs and
expenses 27,208 (1,042)(6) 26,166
General and administrative 15,514 (95)(6) 15,419
Interest 1,289 50 1,339
Equity in (income) losses of
joint ventures 708 (687)(7) 21
Total Costs and Expenses 79,466 (1,774) 77,692
Income (Loss) Before Income Taxes and
Minority Interest (5,703) 194 (5,509)
Income tax benefit (expense) 1,741 (70) 1,671
Minority interest in income of
consolidated subsidiary (696) (696)
Net Income (Loss) $ (4,658) $ 124 $ (4,534)
Per Common Share
Net Income (Loss) $ (.65) $ .02 $ (.63)
See Notes to Pro Forma Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(UNAUDITED)
Actual Adjustments (1) Pro Forma
(Dollars in Thousands
Except Share Amounts)
Net Sales and Gross Revenue $155,465 $ 8,627 (8) $ 164,092
Costs and Expenses
Cost of goods sold 83,272 83,272
Other operating costs and expenses 53,817 (2,226)(9) 51,591
General and administrative 23,521 (184) 23,337
Interest 2,511 2,511
Equity in losses of joint ventures 1,178 (1,248)(10) (70)
Total Costs and Expenses 164,299 (3,658) 160,641
Income (Loss) Before Income Taxes and
Minority Interest (8,834) 12,285 3,451
Income tax benefit (expense) 3,506 (4,423)(11) (917)
Minority interest in income of consolidated
subsidiary (381) (381)
Net Income (Loss) $ (5,709) $ 7,862 $ 2,153
Per Common Share
Net Income (Loss) $ (.79) $ 1.09 $ .30
See Notes to Pro Forma Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. The pro forma adjustments are computed assuming the sale of
the Center and the dissolution of KCA was consummated as of
January 1, 2002.
2. These account balances would have been eliminated from the
balance sheet in connection with a January 1, 2002 sale of the
Center.
3. Increase in debt of $2.0 million reflects the additional
cash that is estimated may have been required for income tax
liabilities attributable to the gains recognized from the
transaction.
4. Equity in losses of joint venture would have been reversed
as of January 1, 2002 as a result of the dissolution of KCA and
is therefore being adjusted out of the pro forma balance sheet as
of June 30, 2003.
5. Increase in retained earnings primarily reflects the
Company's net pro forma income from the transaction in 2002, net
of taxes.
6. These pro forma adjustments to the statement of operations
for the six months ended June 30, 2003 primarily represent the
reversal of revenues and expenses related to fees paid to the
Company for the management of the Center and for reimbursement of
electricity costs.
7. This pro forma adjustment represents the reversal of the
Company's equity in losses of KCA that was recognized for the six
months ended June 30, 2003.
8. Primarily reflects the credit to equity in earnings of joint
venture that would have resulted from the reversal of the
liability for accumulated losses of KCA as of January 1, 2002,
partially offset by the reversal of 2002 revenues to the Company
primarily from reimbursement of electricity costs and management
fees.
9. Primarily reflects the reversal of expenses related to
reimbursement of electricity costs and management fees for the
year ended December 31, 2002.
10. Represents the reversal of the Company's equity in losses of
KCA that was recognized for the year 2002.
11. Income tax expense on the net pro forma adjustments is
calculated at a combined federal and state rate of 36%.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
MAUI LAND & PINEAPPLE COMPANY, INC.
October 2, 2003 /S/ PAUL J MEYER
Date Paul J. Meyer
Executive Vice President/Finance
(Principal Financial Officer)