10-K 1 mlp20161231_10k.htm FORM 10-K mlp20161231_10k.htm Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

or

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Hawaii
(State or other jurisdiction
of incorporation or organization)

99-0107542
(IRS Employer
Identification No.)

 

200 Village Road
L
ahaina, Maui, Hawaii 96761

(Address of principal executive offices) (Zip Code)

 

(808) 877-3351
(Registrant’s telephone number, including area code)

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, without Par Value
(Title of each class)

NYSE
(Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company)Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

$48,861,433 
(Aggregate market value of common stock
held by non-affiliates of the company on June 30, 2016)

19,016,709 
(Number of shares of common stock
outstanding at February 16, 2017)

 

Portions of registrant’s Proxy Statement for
the 2017 Annual Meeting of Shareholders are incorporated by reference into Part III, Items 10-14 of this Annual

Report on Form 10-K) 
(Documents incorporated by reference)

 



 

 

FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K, or annual report, filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission, or SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical facts contained in this annual report and can be identified by words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative or other variations thereof or comparable terminology. In particular, forward-looking statements contained in this annual report relate to, among other things, our future events, future financial performance, results of operations, strategic plans and objectives, and recent accounting pronouncements. We caution you that the foregoing list may not include all of the forward-looking statements made in this annual report.

 

Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this annual report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this annual report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this annual report.

 

 

TABLE OF CONTENTS

 

Forward Looking Statements

 

PART I

   

Item 1.

Business

1

Item 1A.

Risk Factors

4

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Mine Safety Disclosures

9
     

PART II

   

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

10

Item 6.

Selected Financial Data

10

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

15

Item 8.

Financial Statements and Supplementary Data

16

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

35

Item 9A.

Controls and Procedures

35

Item 9B.

Other Information

36
     

PART III

   

Item 10.

Directors, Executive Officers and Corporate Governance

36

Item 11.

Executive Compensation

36

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

37

Item 13.

Certain Relationships and Related Transactions, and Director Independence

37

Item 14.

Principal Accountant Fees and Services

37
     

PART IV

   

Item 15.

Exhibits, Financial Statement Schedules

37
     

SIGNATURES

39

 

 
 ii

Table of Contents
 

 

PART I

 

Item 1.  BUSINESS

 

Overview

 

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company.

 

We own approximately 23,000 acres of land on Maui and develop, sell, and manage residential, resort, commercial, agricultural and industrial real estate through the following business segments:

 

 

Real Estate—Our real estate operations consist of land planning and entitlement, development, and sales activities. This segment also includes the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located within the Kapalua Resort.

 

 

Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of the Company’s registered trademarks and trade names, and stewardship and conservation efforts.

 

 

Utilities—We own two publicly-regulated utility companies which provide potable and non-potable water and wastewater transmission services to the Kapalua Resort. In addition, we also own a network of several major non-potable water systems in West and Upcountry Maui.

 

 

Resort Amenities—We manage the operations of the Kapalua Club, a private, non-equity club program providing our members special programs, access and other privileges at certain amenities at the Kapalua Resort.

 

Additional information and operating results pertaining to the above business segments can be found under the heading “Description of Business” in this Item 1 and in Note 9 to our financial statements set forth in Item 8 of this annual report.

 

Description of Business

 

Real Estate

 

Our Real Estate segment includes all land planning, entitlement, development and sales activities of our landholdings on Maui. Our principal real estate development is the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. The following is a summary of our landholdings as of December 31, 2016:

 

   

West

Maui

   

Upcountry

Maui

   

Total

 

Fully entitled urban

    900       -       900  

Agricultural zoned

    10,800       2,100       12,900  

Conservation/watershed

    9,000       -       9,000  
      20,700       2,100       22,800  

 

Real Estate Planning and Entitlements – Appropriate entitlements must be obtained for land that is intended for development. Securing proper land entitlements is a process that requires obtaining county, state and federal approvals, which can take many years to complete and entails a variety of risks. The entitlement process requires that we satisfy all conditions and restrictions imposed in connection with such governmental approvals, including, among other things, construction of infrastructure improvements, payment of impact fees – for conditions such as schools, public parks and traffic mitigation – restrictions on permitted uses of the land, and provision of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government in an effort to obtain necessary entitlements consistent with the needs of the community.

 

 

We have approximately 1,200 acres of land in Maui that are in various stages of the development process. The following is a summary of our development projects as of December 31, 2016:

 

Location

 

Aprroximate

Number of
Acres

 

Zoned for
Planned

Use

 

Anticipated Completion

Dates

   

Deferred Development Costs (millions)

   

Projected

Costs to Complete 

(millions)

 
                                       

Kapalua Resort

    900  

Yes

  2019 - 2039     $ 7.0     $500 -  $1,000  
                                       

Hali’imaile Town

    300  

No

  2029 - 2034     $ 0.1     $100 - $200  

 

We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:

 

 

Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s. Today, the Kapalua Resort is an internationally recognized world-class destination resort and residential community. We presently have entitlements to develop a variety of projects in the Kapalua Resort. Two that are currently planned include Kapalua Mauka and Kapalua Central Resort.

 

 

Kapalua Mauka is the long-planned expansion of the Kapalua Resort located directly upslope of the existing resort development. As presently planned, it encompasses 800 acres and includes up to 639 residential units with extensive amenities, including up to 27 additional holes of golf. State and County land use entitlements have been secured for this project.

 

 

Kapalua Central Resort is a commercial town center and residential community located in the core of the Kapalua Resort. It is comprised of 46 acres and is planned to include up to 61,000 square feet of commercial space and 188 condominium and multi-family residential units. State and County land use entitlements have been secured for this project.

 

 

Hali`imaile Town: An expansion of an existing plantation town in Upcountry Maui, this project is contemplated to be a holistic traditional community with agriculture and sustainability as core design elements. The project includes 290 acres designated as urban “Small Town” in the County of Maui general plan. We are in the early stages of this project’s development and securing State and County land use entitlements are expected to take several years.

 

Projected development costs are expected to be financed by debt financing, private investment, joint ventures with other development or construction companies, or a combination of these methods.

 

Real Estate Sales – Our wholly-owned subsidiary, Kapalua Realty Company, Ltd., provides general brokerage services for properties in the Kapalua Resort and surrounding areas.

 

Revenues from our Real Estate segment totaled $37.1 million, or approximately 78% of our total operating revenues for the year ended December 31, 2016.

 

The price and market for luxury and other real estate in Maui are highly cyclical and influenced significantly by interest rates, the general real estate markets in the mainland United States and specifically the West Coast, the popularity of Hawaii as a vacation destination and second-home market, the general condition of the economy in the United States and Asia, and the relationship of the dollar to foreign currencies. Our Real Estate segment faces substantial competition from other land owners and developers on the island of Maui, as well as in other parts of Hawaii and the mainland United States.

 

Leasing

 

Our Leasing segment operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of the Company’s registered trademarks and trade names, and stewardship and conservation efforts.

 

 

Commercial and Industrial Leases – We are the owner and lessor of approximately 240,000 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities. The following summarizes information related to our commercial and industrial leases as of December 31, 2016:

 

   

Total

   

Average

           
   

Square

   

Occupancy

   

Lease

 
   

Footage

   

Percentage

   

Expiration Dates

 

Kapalua Resort

    75,249       96%     2017 - 2028  

Other West Maui

    39,877       95%     2017 - 2034  

Upcountry Maui

    122,795       90%     2017 - 2019  

 

Agricultural Leases – We are the lessor of 1,900 acres of diversified agriculture land leases in West and Upcountry Maui.

 

Trademark and Trade Name Licensing – We currently have licensing agreements for the use of our registered Kapalua and other trademarks and trade names with several different companies, mainly in conjunction with our agricultural, commercial and industrial leases.

 

Stewardship and Conservation – We manage the conservation of a 9,000-acre nature and watershed preserve in West Maui. A portion of our stewardship and conservation efforts is subsidized by the State of Hawaii, the County of Maui and other organizations.

 

Revenues from our Leasing segment totaled $5.3 million, or approximately 11% of our total operating revenues for the year ended December 31, 2016.

 

Our Leasing segment operations are highly sensitive to economic conditions including tourism and consumer spending levels. Our Leasing segment operations also face substantial competition from other property owners in Maui and Hawaii.

 

Utilities

 

Our Utilities segment includes the operations of our two Hawaii Public Utilities Commission-regulated subsidiaries, Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. In addition, our Utilities segment includes the operations of several major non-potable irrigation water systems in West and Upcountry Maui.

 

Kapalua Water Company, Ltd. provides potable and non-potable water utility services to the Kapalua Resort, including its golf courses, hotels, residential subdivisions, commercial properties, and landscaped common areas.

 

Kapalua Waste Treatment Company, Ltd. provides sewage collection and transmission services for the Kapalua Resort. Waste water treatment is processed by the County of Maui’s facility in neighboring Lahaina, Maui.

 

Non-Potable Irrigation Water Systems – We own and operate several non-potable wells, irrigation ditches, reservoirs and transmission systems serving the Kapalua Resort, the County of Maui, and agricultural users in West and Upcountry Maui.

 

Revenues from our Utilities segment totaled $3.3 million, or approximately 7% of our total operating revenues for the year ended December 31, 2016.

 

Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Our water and sewage system infrastructure requires periodic and ongoing maintenance, which in some cases can involve significant capital expenditures. Due to the regulated nature surrounding water sources and transmission infrastructure on Maui, our Utilities segment does not face any substantial competition.

 

Resort Amenities

 

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club.

 

 

Revenues from our Resort Amenities segment totaled $1.6 million, or approximately 3% of our total operating revenues for the year ended December 31, 2016.

 

The viability of the Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawaii.

 

Employees

 

As of December 31, 2016, we had 17 full-time employees, none of whom are members of a collective bargaining group.

 

Available Information

 

Our internet address is www.mauiland.com. Information about the Company is also available on www.kapalua.com. Reference in this annual report to these website addresses does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC’s website at www.sec.gov.

 

Item 1A.  RISK FACTORS

 

The following is a summary of certain risks we face in our business. They are not the only risks we face. Additional risks that we do not yet know of or that we currently believe are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in our other filings with the SEC.

 

Risks Related to our Business

 

Unstable macroeconomic market conditions could continue to materially and adversely affect our operating results.

 

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions poses a risk to our business as consumers, tourists and real estate investors postpone or reduce spending in response to tighter credit markets, energy costs, negative financial news, reduced consumer confidence, and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services. Other factors that could influence demand include increases in fuel costs, conditions in the residential real estate and mortgage markets, interest rates, labor costs, access to credit on reasonable terms, geopolitical issues, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and services and on our financial condition and operating results.

 

In addition, in the event that current equity or credit market conditions deteriorate, or if our expenses increase unexpectedly, it may become necessary for us to raise additional capital in the form of a debt or equity financing, or a combination of the two. A downturn in industry, market or economic conditions could make debt or equity financing more difficult, more costly, and, in the case of an equity financing, more dilutive to our existing stockholders. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our ability to execute our current business strategy, as well as our financial performance and stock price.

 

Real estate investments are subject to numerous risks and we are negatively impacted by downturns in the real estate market.

 

We are subject to the risks that generally relate to investments in real property because we develop and sell real property, primarily for residential use. The market for real estate on Maui and in Hawaii generally tends to be highly cyclical and is typically affected by numerous changes in local, national and worldwide conditions, especially economic conditions, many of which are beyond our control, including the following:

 

 

periods of economic uncertainty and weakness in Hawaii and in the United States generally;

 

 

uncertainties and changes in U.S. social, political, regulatory and economic conditions or laws and policies resulting from recent changes in the U.S. presidential administration and concerns surrounding ongoing developments in the European Union and Middle East;

 

 

 

high unemployment rates and low consumer confidence;

 

 

the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates;

 

 

energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawaii;

 

 

local, state and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than what we believe our property is worth;

 

 

the popularity of Maui in particular and Hawaii in general as a vacation destination or second home market;

 

 

the relationship of the dollar to foreign currencies;

 

 

tax law changes, including potential limits or elimination of the deductibility of certain mortgage interest expenses, the application of the alternative minimum tax, real property taxes and employee relocation expenses; and/or

 

 

acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters.

 

Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant general decline in the market for residential or luxury real estate, which, in turn, could adversely affect our development plans, revenues and profitability. During low periods of demand, real estate may remain on hand for much longer than expected or be sold at lower than expected returns, or even at a loss, which could impair our liquidity and ability to proceed with development projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offs of deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the current economic environment, equity real estate investments may be difficult to sell quickly and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions.

 

Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, such as spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations.

 

Our businesses are dependent on attracting visitors to the Kapalua Resort, to Maui, and to the State of Hawaii as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as the continuing worldwide economic uncertainty and weakness, the level of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, and events in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition and results of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the spread of contagious diseases could negatively affect a potential visitor’s choice of vacation destination or second home location and as a result, have a material adverse impact on our business, financial condition and results of operations.

 

We have previously been involved in joint ventures and may be subject to risks associated with future joint venture relationships.

 

We have previously been involved in partnerships, joint ventures and other joint business relationships, and may initiate future joint venture projects. A joint venture involves certain risks such as:

 

 

our actual or potential lack of voting control over the joint venture;

 

 

our ability to maintain good relationships with our joint venture partners;

 

 

 

a venture partner at any time may have economic or business interests that are inconsistent with ours, especially in light of economic uncertainty and weakness;

 

 

a venture partner may fail to fund its share of operations and development activities, or to fulfill its other commitments, including providing accurate and timely accounting and financial information to us; and

 

 

a joint venture or venture partner could lose key personnel.

 

In connection with our joint venture projects, we may be asked to guarantee the joint venture’s obligations, or to indemnify third parties in connection with a joint venture’s contractual arrangements. If we were to become obligated under such arrangements or become subject to the risks associated with joint venture relationships, our business, financial condition and results of operations may be adversely affected.

 

If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected.

 

We intend to develop resort and other properties as suitable opportunities arise, taking into consideration the general economic climate. New project developments have a number of risks, including risks associated with:

 

 

construction delays or cost overruns that may increase project costs;

 

 

receipt of zoning, occupancy and other required governmental permits and authorizations;

 

 

development costs incurred for projects that are not pursued to completion;

 

 

earthquakes, tsunamis, hurricanes, floods, fires or other natural disasters that could adversely impact a project;

 

 

defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation;

 

 

ability to raise capital;

 

 

impact of governmental assessments such as park fees or affordable housing requirements;

 

 

governmental restrictions on the nature or size of a project or timing of completion; and

 

 

the potential lack of adequate building/construction capacity for large development projects.

 

If any development project is not completed on time or within budget, this could have a material adverse effect on our financial results.

 

If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected.

 

The financial performance of our Real Estate segment is dependent upon our success in obtaining land use entitlements for proposed development projects. Obtaining all of the necessary entitlements to develop a parcel of land is often difficult, costly and may take several years, or more, to complete. In some situations, we may be unable to obtain the necessary entitlements to proceed with a real estate development or may be required to alter our plans for the development. Delays or failures to obtain these entitlements may have a material adverse effect on our financial results.

 

If we are unable to successfully compete with other developers of real estate in Maui, our financial results could be materially adversely affected.

 

Our real estate products face significant competition from other luxury resort real estate properties on Maui, and from other residential property in Hawaii and the mainland United States. In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors, our financial results could be materially adversely affected.

 

 

We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development.

 

Various federal, state, and local environmental laws, ordinances and regulations regulate our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent our real property or to borrow using our real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property.

 

Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition and results of operations.

 

Natural disasters could damage our resort and real estate holdings, resulting in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our business, financial condition and results of operations. Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their assets or operations.

 

Unauthorized use of our trademarks could negatively impact our businesses.

 

We have several trademarks that we have registered in the United States and in several foreign countries. To the extent that our exclusive use of these trademarks is challenged, we intend to vigorously defend our rights. If we are not successful in defending our rights, our businesses could be adversely impacted.

 

Market volatility of asset values and interest rates affect the funded status of our defined benefit pension plans and could, under certain circumstances, have a material adverse effect on our financial condition.

 

We have two defined benefit pension plans which were frozen with respect to benefits and the addition of participants in 2011. The funded status and our ability to satisfy the future obligations of the plans are affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plans’ participants. If we are unable to adequately fund or meet our future obligations with respect to the plans, our business, financial condition and results of operations may be adversely affected.

 

 

Risks Related to Indebtedness

 

We have entered into a credit agreement for a $10.0 million revolving line of credit with a bank. The credit facility has a maturity date of December 31, 2019 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations and adversely affect our operations and financial results.

 

The terms of our credit facility includes covenants requiring among other things, a minimum of $0.5 million in liquidity (as defined), a maximum of $45 million in total liabilities, and a limitation on new indebtedness. Our ability to continue to borrow under our credit facility to fund our business initiatives depends upon our ability to comply with these covenants.

 

Our business initiatives for the next twelve months include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our credit facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes.

 

Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds.

 

 

Risks Relating to our Stock

 

Our stock price has been subject to significant volatility.

 

In 2016, the low and high share prices of our common stock ranged from $4.73 to $7.97. Our stock price has been, and may continue to be, subject to significant volatility. Among others, including the risks and uncertainties discussed in this annual report, the following factors, some of which are out of our control, may cause the market price of our common stock to continue to be volatile:

 

 

our quarterly or annual earnings or those of other companies in our industry;

 

 

actual or unanticipated fluctuations in our operating results;

 

 

the relatively low volume of trading in our stock; and

 

 

the lack of significant securities analysts coverage of our stock.

 

Fluctuations in the price of our common stock may also be exacerbated by economic and other conditions in Maui in particular, or conditions in the financial markets generally.

 

Share ownership by our affiliates make it more difficult for third parties to acquire us or effectuate a change of control that might be viewed favorably by other shareholders.

 

As of February 16, 2017, affiliates of our company owned, in the aggregate, approximately 65% of our outstanding shares. As a result, if these affiliates were to oppose a third party’s acquisition proposal for, or a change in control of, the Company, these affiliates may have sufficient voting power to be able to block or at least delay such an acquisition or change in control from taking place, even if other shareholders would support such a sale or change of control.

 

Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices.

 

The average daily trading volume in our common stock for the year ended December 31, 2016 was approximately 6,700 shares. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of our common stock may be made more volatile because of the relatively low volume of trading in our common stock. When trading volume is low, significant price movement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses.

 

We do not anticipate declaring any cash dividends on our common stock.

 

We have not declared or paid regular cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. The payment of cash dividends by us is restricted by our credit facility which contains covenants prohibiting us from paying any cash dividends without the lender’s prior approval. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.

 

If we do not meet the continued listing requirements of the New York Stock Exchange (NYSE), our common stock may be delisted.

 

Our common stock is currently listed on the NYSE. If we are unable to maintain compliance with the NYSE’s continued listing standards the NYSE may take action to delist our common stock. Delisting could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducing the number of investors willing to hold or acquire our common stock, and limiting our ability to issue additional securities or obtain additional financing in the future, and might negatively impact our reputation and, as a consequence, our business. In addition, if our common stock is delisted, it would violate the covenants of our credit facility.

 

We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.

 

If unanticipated contingencies or other unforeseen circumstances arise, it may be necessary for us to raise additional capital either through public or private equity or debt financing. We cannot say with any certainty that we will be able to obtain the additional needed funds on reasonable terms, or at all. If we were to raise capital through the issuance of our common stock or securities convertible or exercisable into our common stock, our existing stockholders may suffer significant dilution. If we issued preferred equity or debt securities, these securities could have rights superior to holders of our common stock and could contain covenants that will restrict our operations. If additional funds are raised through a bank credit facility or the issuance of debt securities, the holder of such indebtedness would have rights senior to the rights of equity holders and the terms of such indebtedness could impose restrictions on our operations.

 

 

Item 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

Item 2.  PROPERTIES

 

Most of our land was acquired from 1911 to 1932 and, accordingly, has a relatively low cost basis. The following is a summary of our landholdings as of December 31, 2016:

 

   

Acres

 

West Maui

    20,700  

Upcountry Maui

    2,100  

Total

    22,800  

 

Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet. It includes approximately 900 acres within the 3,000-acre Kapalua Resort. The remaining lands are mainly former pineapple fields, gulches, undeveloped coastal and forest areas, and our 9,000-acre conservation watershed preserve.

 

Our Upcountry Maui landholdings are situated at elevations between 1,000 and 2,000 feet above sea level on the slopes of Haleakala, a volcanic-formed mountain on the island that rises above 10,000 feet in elevation.

 

We have pledged certain of our real estate properties in the Kapalua Resort as security for borrowings under our credit facility.

 

We own our corporate office located in the Kapalua Resort. We believe our facilities are suitable and adequate for our business and have sufficient capacity for the purposes for which they are currently being used or intended to be used. Additional information regarding our real estate properties can be found under the heading “Business” in Item 1 of this annual report.

 

Item 3.  LEGAL PROCEEDINGS

 

The Company has been named along with multiple parties in lawsuits filed by owners of units and fractional interests in the project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay. The lawsuits were filed in the Circuit Court of the Second Circuit, State of Hawaii on May 23, 2011, June 7, 2012, and June 19, 2013. The lawsuits allege deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations and seek unspecified damages, treble damages and other relief. The Company disagrees with the allegations and is defending itself. The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to this matter and no provision has been made in the accompanying financial statements.

 

From time to time, we are a party to various claims, complaints and other legal actions that have arisen in the normal course of our business activities. We believe the outcome of these pending legal proceedings, in the aggregate, is not likely to have a material adverse effect on our operations, financial position or cash flows.

 

Item 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is traded on the NYSE under the symbol “MLP.” We did not declare any dividends in 2016 or 2015. Our ability to declare dividends is restricted by the terms of our credit agreement. We do not intend to pay any cash dividends on our common stock in the foreseeable future. As of February 16, 2017, there were 265 shareholders of record of our common stock.

 

The following chart reflects high and low sales prices during each of the quarters in 2016 and 2015:

 

     

First

   

Second

   

Third

   

Fourth

 
     

Quarter

   

Quarter

   

Quarter

   

Quarter

 

2016

High

  $ 6.23     $ 7.62     $ 7.97     $ 7.30  
 

Low

    4.73       5.23       6.23       6.36  
                                   

2015

High

  $ 7.64     $ 6.20     $ 5.70     $ 6.41  
 

Low

    5.80       5.08       4.75       5.08  

 

 

Unregistered Sales of Equity Securities

 

None.

 

Repurchases

 

None.

  

Securities Authorized For Issuance Under Equity Compensation Plans

 

The information regarding securities authorized for issuance under our equity compensation plans is set forth in Item 12 of this annual report.

 

Item 6.

SELECTED FINANCIAL DATA

 

Because we are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item.

 

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with the forward-looking statements disclaimer set forth at the beginning of this annual report, the risk factors set forth in Item 1A of this annual report, and our financial statements and the notes to those statements set forth in Item 8 of this annual report.

 

RESULTS OF OPERATIONS

 

Comparison of Years Ended December 31, 2016 and 2015

 

CONSOLIDATED 

 

   

Year Ended December 31,

 
   

2016

   

2015

 
   

(in thousands except share amounts)

 
       

Operating revenues

  $ 47,364     $ 22,786  

Operating costs and expenses

    (13,703 )     (7,908 )

General and administrative

    (2,204 )     (2,181 )

Share-based compensation

    (984 )     (955 )

Depreciation

    (1,984 )     (2,115 )

Pension and other postretirement expense

    (5,019 )     (295 )

Operating Income

    23,470       9,332  

Interest Expense

    (1,656 )     (2,519 )

Net Income

  $ 21,814     $ 6,813  
                 

Net Income per Common Share

  $ 1.15     $ 0.36  

 

 

REAL ESTATE

 

   

Year Ended December 31,

 
   

2016

   

2015

 
   

(in thousands)

 
       

Operating revenues

  $ 37,116     $ 12,501  

Operating costs and expenses

    (7,460 )     (2,515 )

Operating income

  $ 29,656     $ 9,986  

 

In December 2016, we sold a 3.4-acre property with an approximately 26,000 square foot building, commonly referred to as the Kapalua Village Center, for $18.0 million to the owner of the Kapalua Plantation and Bay Golf Courses. The Kapalua Village Center, which served as the golf clubhouse for the former Kapalua Village Golf Course, was sold without any development entitlements. The sale resulted in a gain of $12.9 million. Proceeds from the sale were used to pay down our First Hawaiian Bank credit facility.

 

In August 2016, we sold a five-acre, fully entitled 42-unit workforce housing project located in West Maui for $3.0 million. As part of the transaction, the buyer agreed to provide us with 12 residential workforce housing credits by August 2021. The sale resulted in a gain of approximately $2.8 million. Proceeds from the sale were used to pay down our First Hawaiian Bank credit facility.

 

In June 2016, the Company sold a 304-acre, fully entitled working-class community project located in West Maui, commonly referred to as Pulelehua, for $15.0 million. The sale resulted in a gain of approximately $14.3 million. Proceeds from the sale were used to pay down our former American AgCredit and Wells Fargo loans.

 

In September 2015, we sold the 25-acre Kapalua Golf Academy to the owner of the Kapalua Plantation and Bay Golf Courses for $12.0 million. The property was sold without any development entitlements. The sale resulted in a gain of $10.2 million. The majority of the proceeds from the sale were used to pay down our former American AgCredit and Wells Fargo loans.

 

Included in other operating revenues for our real estate segment are real estate sales commissions from resales of properties owned by private residents in the Kapalua Resort and surrounding areas by our wholly-owned subsidiary, Kapalua Realty Company, Ltd. Commission revenue totaled $1.1 million and $0.5 million for 2016 and 2015, respectively. The increase in real estate operating costs and expenses for the year ended December 31, 2016 was primarily due to costs of sales associated with the aforementioned real estate assets sold during 2016.

  

We did not have any significant real estate development expenditures in 2016 or 2015.

 

Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment.

 

LEASING

 

   

Year Ended December 31,

 
   

2016

   

2015

 
   

(in thousands)

 
       

Operating Revenues

  $ 5,324     $ 5,546  

Operating Costs and Expenses

    (2,971 )     (2,208 )

Operating Income

  $ 2,353     $ 3,338  
                 

Average Occupancy Rates:

               

Kapalua Resort

    96 %     86 %

Other West Maui

    95 %     90 %

Upcountry Maui

    90 %     37 %

 

Leasing operating revenues for the year ended December 31, 2016 were comprised of $4.5 million of leasing revenues and $0.8 million of licensing fees as compared to $5.1 million of leasing revenues and $0.4 million of licensing fees for 2015. The decrease in Leasing operating income for the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily due to the write-off of approximately $0.5 million of lease rent from an agricultural land and property tenant in Upcountry Maui and straight-line rent adjustments totaling approximately $0.4 million.

 

  

Our West Maui leased properties are mainly large-acre former pineapple field parcels and maintenance facilities.

 

Our leasing operations face substantial competition from other property owners in Maui and Hawaii.

 

UTILITIES

 

    Year Ended December 31,  
   

2016

   

2015

 
   

(in thousands)

 
       

Operating Revenues

  $ 3,345     $ 3,335  

Operating Costs and Expenses

    (2,325 )     (2,260 )

Operating Income

  $ 1,020     $ 1,075  
                 

Consumption (in million gallons):

               

Potable

    134       148  

Non-potable/irrigation

    579       551  

 

We have contracted a third-party water engineering and management company to manage the operations of our wholly-owned subsidiaries: Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. We have contracted a third-party water maintenance company to manage our non-potable irrigation water systems in West and Upcountry Maui.

 

Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Rates charged by our Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. subsidiaries are regulated by the Hawaii Public Utilities Commission. We did not incur any significant capital or maintenance expenditures related to our Utilities segment infrastructure in 2016 or 2015.

 

RESORT AMENITIES

 

   

Year Ended December 31,

 
   

2016

   

2015

 
   

(in thousands)

 
       

Operating Revenues

  $ 1,579     $ 1,404  

Operating Costs and Expenses

    (947 )     (925 )

Operating Income

  $ 632     $ 479  
                 

Kapalua Club Members

    504       506  

 

 

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. The Kapalua Club does not operate any resort amenities and pays contracted fees to provide access for its members to the spa, beach club and other resort amenities. The increase in operating revenues for the year ended December 31, 2016 compared to the year ended December 31, 2015 was due to the recognition of approximately $200,000 of club membership revenues previously deferred in connection with the Company’s project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay, as a result of revised projections of the estimated life of club memberships.

 

Interest Expense

 

Interest expense was $1.7 million for 2016 compared to $2.5 million for 2015. Our average interest rates on borrowings was 5.08% for 2016, compared to 5.16% for 2015, and average borrowings were $30.0 million in 2016 compared to $47.4 million in 2015.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity

 

We had cash on hand of $0.6 million and $3.1 million of available credit under a $10.0 million revolving line of credit facility with First Hawaiian Bank as of December 31, 2016.

 

On August 5, 2016, we refinanced our $26.4 million of outstanding bank loans under a $27.0 million revolving line of credit with First Hawaiian Bank. The credit facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings was initially at LIBOR plus 3.75%. A significant portion of our real estate holdings were pledged as security for the credit facility. Net proceeds from the sale of any real estate assets pledged as collateral under the credit facility are required to be repaid toward outstanding borrowings and will permanently reduce the credit facility’s revolving commitment amount.

 

The terms of the credit facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include an initial minimum liquidity (as defined) of $0.5 million beginning December 31, 2016, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness. There are no commitment fees on the unused portion of the credit facility.

 

On December 30, 2016, we sold the Kapalua Village Center for $18.0 million. The property was pledged as collateral under our credit facility and, accordingly, net proceeds from the sale of $17.6 million were repaid toward our outstanding loans at closing. In connection with the repayment, our credit facility was modified to release certain real estate assets previously pledged as security for our credit facility, including 1,065 acres of Upcountry Maui land, buildings and improvements, our 46-acre Kapalua Central Resort project, and stock of our two publicly-regulated utility companies. In addition, the credit facility’s revolving commitment amount was permanently reduced to $10.0 million and the interest rate on borrowings was reduced to LIBOR plus 3.50%.

 

Real estate assets currently pledged as security for our credit facility include our 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort.

 

As of December 31, 2016, we were in compliance with the covenants under our First Hawaiian Bank credit facility.

 

Cash Flows

 

Net cash flow provided by our operating activities totaled $33.9 million for the year ended December 31, 2016. Net proceeds from sales of real estate assets totaled $35.6 million, which were used principally to reduce our long-term debt by $33.7 million during the year ended December 31, 2016.

 

Interest payments on our long-term debt totaled $1.7 million for the year ended December 31, 2016.

 

We were not required to make any minimum funding contributions to our defined benefit pension plans during 2016 and we do not expect to be required to make any contributions for 2017.

 

Future Cash Inflows and Outflows

 

Our business initiatives for the next twelve months include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our credit facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes.

 

Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds.

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our accounting policies are described in “Summary of Significant Accounting Policies,” Note 1 to our financial statements set forth in Item 8 of this annual report. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of accounting estimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in our financial statements. The accounting policies and estimates that we have identified as being critical to our financial statements are as follows:

 

 

Our long-lived assets are reviewed for impairment if events or circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. These asset impairment loss analyses contain uncertainties because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets; thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, our financial condition or future operating results could be materially impacted.

 

 

Deferred development costs, principally predevelopment costs and offsite development costs related to various projects in the planning stages by our Real Estate segment, totaled $8.8 million at December 31, 2016. Based on our future development plans for the Kapalua Resort and other properties, and the estimated value of these future projects, management has concluded that these deferred costs will be recoverable from future development projects. The volatility of this assumption arises because of the long-term nature of our development plans and the uncertainty of when or if certain parcels will be developed.

 

 

Assets are classified as held for sale when management approves and commits to a plan to sell the property; the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale of the property is probable and is expected to be completed within one year; the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell.

 

 

Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of income and comprehensive income. Sales of real estate assets that are considered peripheral or incidental transactions to our ongoing major or central operations are reflected as net gains or losses in our consolidated statements of income and comprehensive income.

 

 

If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on our operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual property generally will not represent a strategic shift and, therefore, will typically not meet the criteria for classification as discontinued operations.

 

 

Determining pension expense and obligations for our two defined benefit pension plans utilizes actuarial estimates of participants’ age at retirement, life span, the long-term rate of return on investments and other factors. In addition, pension expense is sensitive to the discount rate utilized to value the pension obligation. These assumptions are subject to the risk of change as they require significant judgment and have inherent uncertainties that management or its consulting actuaries may not control or anticipate. A detailed discussion of our defined benefit pension plans is contained in Note 6 to our financial statements set forth in Item 8 of this annual report.

 

 

Management calculates the income tax provision, current and deferred income taxes along with the valuation allowance based upon various complex estimates and interpretations of income tax laws and regulations. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized. To the extent we begin to generate taxable income in future years, and it is determined the valuation allowance is no longer required, the tax benefit for the remaining deferred tax assets will be recognized at such time. A detailed discussion of our income taxes is contained in Note 8 to our financial statements set forth in Item 8 of this annual report.

 

 

Our results of operations could be affected by significant litigation or contingencies adverse to the Company, including, but not limited to, liability claims, environmental matters, and contract terminations. We record accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We make adjustments to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of legal counsel and other information and events that may pertain to a particular matter. Predicting the outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from those estimates. In making determinations of likely outcomes of litigation matters, we consider many factors. These factors include, but are not limited to, the nature of specific claims, our experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter’s current status. A detailed discussion of significant litigation matters and contingencies is contained in Note 11 to our financial statements set forth in Item 8 of this annual report.

 

 

IMPACT OF INFLATION AND CHANGING PRICES

 

Most of the land we own was acquired from 1911 to 1932 and is carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.

 

OFF-BALANCE SHEET ARRANGMENTS

 

As of December 31, 2016, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

 

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Because we are a smaller reporting company, as defined in Item 10(f)(1) of SEC Regulation S-K, we are not required to provide the information required by this Item.

 

 

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Maui Land & Pineapple Company, Inc.

Lahaina, Hawaii

 

We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, stockholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December 31, 2016. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the two-year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

 

 

/s/ ACCUITY LLP

 

Honolulu, Hawaii

February 24, 2017

 

 

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   

December 31,

 
   

2016

   

2015

 
   

(in thousands except share data)

 

ASSETS

               

CURRENT ASSETS

               

Cash

  $ 602     $ 1,087  

Accounts receivable, less allowance of $57 and $319 for doubtful accounts

    1,503       1,528  

Prepaid expenses and other assets

    190       208  

Assets held for sale

    459       262  

Total Current Assets

    2,754       3,085  

PROPERTY

               

Land

    5,059       5,133  

Land improvements

    18,051       19,687  

Buildings

    24,884       32,589  

Machinery and equipment

    10,965       11,717  

Total property

    58,959       69,126  

Less accumulated depreciation

    33,215       36,608  

Net Property

    25,744       32,518  

OTHER ASSETS

               

Deferred development costs

    8,843       9,310  

Other noncurrent assets

    1,542       1,686  

Total Other Assets

    10,385       10,996  

TOTAL ASSETS

  $ 38,883     $ 46,599  

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)

               

CURRENT LIABILITIES

               

Current portion of long-term debt

  $ -     $ 40,565  

Accounts payable

    569       675  

Payroll and employee benefits

    607       396  

Current portion of accrued retirement benefits

    175       378  

Income taxes payable

    443       473  

Accrued interest

    -       645  

Other current liabilities

    604       727  

Total Current Liabilities

    2,398       43,859  

LONG-TERM LIABILITIES

               

Long-term debt

    6,857       -  

Accrued retirement benefits

    9,059       10,252  

Deposits

    2,378       2,400  

Deferred revenue

    409       811  

Other noncurrent liabilities

    40       216  

Total Long-Term Liabilities

    18,743       13,679  

COMMITMENTS & CONTINGENCIES (Note 11)

               

STOCKHOLDERS' EQUITY (DEFICIENCY)

               

Common stock--no par value, 43,000,000 shares authorized; 18,958,018 and 18,867,768 shares issued and outstanding

    78,123       77,628  

Additional paid in capital

    9,246       9,246  

Accumulated deficit

    (47,332 )     (69,146 )

Accumulated other comprehensive loss

    (22,295 )     (28,667 )

Total Stockholders' Equity (Deficiency)

    17,742       (10,939 )

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)

  $ 38,883     $ 46,599  

 

See Notes to Financial Statements

 

 

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

 

   

Years Ended December 31,

 
   

2016

   

2015

 
   

(in thousands except per share amounts)

 

OPERATING REVENUES

               

Real estate

               

Sales

  $ 36,000     $ 12,000  

Commissions

    1,116       501  

Leasing

    5,324       5,546  

Utilities

    3,345       3,335  

Resort amenities and other

    1,579       1,404  

Total Operating Revenues

    47,364       22,786  
                 

OPERATING COSTS AND EXPENSES

               

Real estate

               

Cost of sales

    6,188       1,759  

Other

    1,272       756  

Leasing

    2,971       2,208  

Utilities

    2,325       2,260  

Resort amenities and other

    947       925  

General and administrative

    2,204       2,181  

Share-based compensation

    984       955  

Depreciation

    1,984       2,115  

Pension and other post-retirement expenses

    5,019       295  

Total Operating Costs and Expenses

    23,894       13,454  
                 

OPERATING INCOME

    23,470       9,332  

Interest expense

    (1,656 )     (2,519 )

NET INCOME

    21,814       6,813  

Pension, net of income taxes of $0

    6,372       (3,093 )

COMPREHENSIVE INCOME

  $ 28,186     $ 3,720  
                 

NET INCOME PER COMMON SHARE --BASIC AND DILUTED

  $ 1.15     $ 0.36  

 

See Notes to Financial Statements

 

 

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

For the Years Ended December 31, 2016 and 2015

 

(in thousands)

 

                                   

Accumulated

         
                   

Additional

           

Other

         
   

Common Stock

   

Paid in

   

Acumulated

   

Comprehensive

         
   

Shares

   

Amount

   

Capital

   

Deficit

   

Loss

   

Total

 

Balance, January 1, 2015

    18,785     $ 77,105     $ 9,246     $ (75,959 )   $ (25,574 )   $ (15,182 )
                                                 

Share-based compensation expense

                    187                       187  

Issuance of shares for incentive plan

    104       645                               645  

Vested restricted stock issued

    29       187       (187 )                     -  

Shares cancelled to pay tax liability

    (50 )     (309 )                             (309 )

Other comprehensive loss-pension (Note 6)

                                    (3,093 )     (3,093 )

Net income

                            6,813               6,813  

Balance, December 31, 2015

    18,868     $ 77,628     $ 9,246     $ (69,146 )   $ (28,667 )   $ (10,939 )
                                                 
                                                 

Share-based compensation expense

                    315                       315  

Issuance of shares for incentive plan

    99       504                               504  

Vested restricted stock issued

    50       315       (315 )                     -  

Shares cancelled to pay tax liability

    (59 )     (324 )                             (324 )

Other comprehensive gain-pension (Note 6)

                                    6,372       6,372  

Net income

                            21,814               21,814  

Balance, December 31, 2016

    18,958     $ 78,123     $ 9,246     $ (47,332 )   $ (22,295 )   $ 17,742  

 

See Notes to Financial Statements

 

 

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   

Years Ended December 31,

 
   

2016

   

2015

 
   

(in thousands)

 

OPERATING ACTIVITIES

               

Cash receipts from operations, net

    1,777       2,863  

Cash receipts from real estate sales, net

    35,570       11,618  

Cash paid for payroll and taxes

    (1,221 )     (1,701 )

Cash paid for interest

    (2,219 )     (2,000 )

Cash paid for income taxes

    (30 )     (159 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

    33,877       10,621  
                 

INVESTING ACTIVITIES

               

Purchases of property

    (268 )     -  

Proceeds from disposals of property

    -       52  

Payments for other assets

    (63 )     (9 )

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

    (331 )     43  
                 

FINANCING ACTIVITIES

               

Proceeds from long-term debt

    27,500       600  

Payments of long-term debt

    (61,208 )     (10,211 )

Debt and common stock issuance costs and other

    (323 )     (381 )

NET CASH USED IN FINANCING ACTIVITIES

    (34,031 )     (9,992 )
                 

NET (DECREASE) INCREASE IN CASH

    (485 )     672  

CASH AT BEGINNING OF YEAR

    1,087       415  

CASH AT END OF YEAR

  $ 602     $ 1,087  
                 

SUPPLEMENTAL INFORMATION:

               
                 

Net income

  $ 21,814     $ 6,813  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    2,990       2,308  

Share based compensation

    315       187  

Loss on property disposals

    12       1,324  

Changes in operating assets and liabilities:

               

Accounts receivable

    25       (256 )

Change in retirement liabilities

    4,976       253  

Trade accounts payable

    (106 )     (293 )

Income taxes payable

    (30 )     (93 )

Other operating assets and liabilities

    3,881       378  

NET CASH PROVIDED BY OPERATING ACTIVITIES

  $ 33,877     $ 10,621  

 

 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

Common stock issued to certain members of the Company’s management totaled $504,000 and $645,000 at December 31, 2016 and 2015, respectively.

 

See Notes to Financial Statements

 

 

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

CONSOLIDATION

 

The financial statements include the accounts of Maui Land & Pineapple Company, Inc. and its principal subsidiary Kapalua Land Company, Ltd. and other subsidiaries (collectively, the “Company”). The Company’s principal operations include the development, sale and leasing of real estate, water and waste transmission services, and the management of a private club membership program at the Kapalua Resort. Significant intercompany balances and transactions have been eliminated.

 

COMPREHENSIVE INCOME

 

Comprehensive income includes all changes in stockholders’ deficiency, except those resulting from capital stock transactions. Comprehensive income includes adjustments to the Company’s defined benefit pension plan obligations.

 

ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Receivables are recorded net of an allowance for doubtful accounts. The Company estimates future write-offs based on delinquencies, credit ratings, aging trends, and historical experience. The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses; however, significant deterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company’s financial condition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness and no collateral is generally required from customers.

 

ASSETS HELD FOR SALE

 

Assets are classified as held for sale when management approves and commits to a plan to sell the property; the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale of the property is probable and is expected to be completed within one year; the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell.

 

DEFERRED DEVELOPMENT COSTS

 

Deferred development costs consist primarily of design, entitlement and permitting fees and real estate development costs related to various planned projects. Deferred development costs are written off if management decides that it is no longer probable that the Company will proceed with the related development project. There were no impairments in deferred development costs in 2016 or 2015.

 

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 the estimated useful lives of the respective assets using the straight-line method generally over three to 40 years.

 

LONG-LIVED ASSETS

 

Long-lived assets 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 their fair value. These asset impairment loss analyses require management to make assumptions and apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. There were no impairment charges recorded in 2016 or 2015.

 

 

ACCRUED RETIREMENT BENEFITS

 

The Company’s policy is to fund retirement benefit costs 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.

 

The under-funded status of the Company’s defined benefit pension plans is recorded as a liability in its balance sheet and changes in the funded status of the plans are recorded in the year in which the changes occur, through comprehensive income. A pension asset or liability is recognized for the difference between the fair value of plan assets and the projected benefit obligation as of year-end.

 

Deferred compensation plans for certain former management employees provide for specified payments after retirement. A liability has been recognized based on the present value of estimated payments to be made.

 

REVENUE RECOGNITION

 

Real estate revenues are recognized 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. 

 

Sales of real estate assets that are considered central to the Company’s ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in the Company’s consolidated statements of income and comprehensive income. Sales of real estate assets that are considered peripheral or incidental transactions to the Company’s ongoing major or central operations are reflected as net gains or losses in the Company’s consolidated statements of income and comprehensive income.

 

If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on the Company’s operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual property generally will not represent a strategic shift and, therefore, will typically not meet the criteria for classification as discontinued operations.

 

Lease revenues are recognized on a straight-line basis over the terms of the leases. Also included in lease income are certain percentage rents determined in accordance with the terms of the leases. Lease income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the defined sales thresholds are achieved.

 

Other revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

 

OPERATING COSTS AND EXPENSES

 

Real estate, leasing, utilities, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and other post-retirement expenses.

 

INCOME TAXES

 

The Company accounts for uncertain tax positions in accordance with the provisions of Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 740. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return (Note 8).

 

 

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 income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferred income tax assets if management believes that it is more likely than not that some portion or all of the asset will not be realized through future taxable income.

 

The Company recognizes accrued interest related to unrecognized tax benefits as interest expense and penalties in general and administrative expenses in its consolidated statements of income and comprehensive income and such amounts are included in income taxes payable on the Company’s consolidated balance sheets.

 

SHARE-BASED COMPENSATION PLANS

 

The Company accounts for share-based compensation, including grants of shares of common stock, as compensation expense over the service period (generally the vesting period) in the financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is estimated and considered in the amount recognized.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 these estimates.

 

 

RISKS AND UNCERTAINTIES

 

Factors that could adversely impact the Company’s future operations or financial results include, but are not limited to the following: periods of economic weakness and uncertainty in Hawaii and the mainland United States; high unemployment rates and low consumer confidence; uncertainties and changes in U.S. social, political, regulatory and economic conditions or laws and policies resulting from recent changes in the U.S. presidential administration and concerns surrounding ongoing developments in the European Union and Middle East; the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risks related to the Company’s investments in real property, the value and salability of which could be impacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawaii in general as a vacation destination or second-home market; increased energy costs, including fuel costs, which affect tourism on Maui and Hawaii generally; untimely completion of land development projects within forecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by state and local governmental agencies; the cyclical market demand for luxury real estate on Maui and in Hawaii generally; increased competition from other luxury real estate developers on Maui and in Hawaii generally; failure of future joint venture partners to perform in accordance with their contractual agreements; environmental regulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters; the Company’s location apart from the mainland United States, which results in the Company’s financial performance being more sensitive to the aforementioned economic risks; failure to comply with restrictive financial covenants in the Company’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flow requirements.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition guidance in ASC Topic 606, Revenue Recognition, and requires that an entity use the defined five step process to recognize revenue. The ASU also requires additional disclosures and is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Early implementation is not permitted. Upon adoption, the Company will have the option of retrospectively applying the guidance to each reporting period presented with certain practical expedients or retrospectively reporting the cumulative effect of initially applying the ASU at the date of initial application with additional disclosure requirements. While we are still in the process of evaluating the effect of adoption on our consolidated financial statements and are currently assessing our contracts with customers, we do not currently expect a material impact on our results of operations, cash flows or financial position. We anticipate we will expand our consolidated financial statement disclosures in order to comply with the new ASU.

 

 

In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers. This ASU defers the effective date of the guidance in ASU 2014-09 by one year. As such, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance to annual reporting periods beginning after December 15, 2017. The Company is in the process of assessing the impact of ASU No. 2014-09 on its financial statements.

 

In February 2016, FASB issued ASU No. 2016-02, Leases. This ASU affects the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases under GAAP. This ASU will be effective for annual reporting periods beginning after December 15, 2018 for public entities, not-for-profit entities that have issued securities that are traded, listed or quoted on an exchange, and for employee benefit plans that file financial statements with the SEC. The adoption of this guidance will not have a material impact on the Company’s financial statements.

 

In March 2016, FASB issued ASU No. 2016-08, Revenue from Contracts with Customers. This ASU clarifies the implementation guidance on principal versus agent considerations. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-08 on its financial statements.

 

In March 2016, FASB issued ASU No. 2016-09, Compensation-Stock Compensation. This ASU simplifies the accounting for share-based payment transactions, including income taxes, classification of awards, and classification on the statement of cash flows. This ASU will be effective for annual reporting periods beginning after December 15, 2016 for public business entities and after December 15, 2017 for all other entities. The Company is in the process of assessing the impact of ASU No. 2016-09 on its financial statements.

 

In April 2016, FASB issued ASU No. 2016-10, Revenue from Contracts with Customers. This ASU clarifies the guidance on identifying performance obligations and licensing. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-10 on its financial statements.

 

In May 2016, FASB issued ASU No. 2016-12, Revenue from Contracts with Customers. This ASU aims to reduce the potential for diversity in practice at initial application and to reduce the cost and complexity of applying the guidance both at transition and on an ongoing basis. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-12 on its financial statements.

 

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information to inform credit loss estimates. This ASU will be effective for annual reporting periods beginning after December 15, 2019 for public business entities that are SEC filers. The Company is in the process of assessing the impact of ASU No. 2016-13 on its financial statements.

 

In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017. The Company is in the process of assessing the impact of ASU No. 2016-15 on its financial statements.

 

In October 2016, FASB issued ASU No. 2016-16, Income Taxes. This ASU simplifies the recognition of intra-entity income tax consequences when an asset other than inventory is transferred. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities. The Company is in the process of assessing the impact of ASU No. 2016-16 on its financial statements.

 

In November 2016, FASB issued ASU No. 2016-18, Statement of Cash Flows-Restricted Cash. This ASU addresses the diversity in in the classification and presentation of changes in restricted cash on the statement of cash flows. This ASU will be effective for annual reporting periods beginning on December 15, 2017 for public business entities. The Company is in the process of assessing the impact of ASU No. 2016-18 on its financial statements.

 

 

In December 2016, FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. This ASU summarizes the various amendments that serve to clarify the Codification or to correct unintended application of guidance. This ASU will be effective for annual reporting periods beginning after December 15, 2017. The Company is in the process of assessing the impact of ASU No. 2016-19 on its financial statements.

 

In January 2017, FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections. This ASU clarifies the SEC staff’s view of the disclosures of impact that recently issued accounting standards will have on the financial statements when standards are adopted in a future period.

 

 

 

NET INCOME PER COMMON SHARE

 

Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued.

 

Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method is applied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of non-vested restricted stock are issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised.

 

   

Year Ended December 31,

 
   

2016

   

2015

 
                 

Basic and diluted

    18,923,622       18,839,206  

Potentially dilutive

    26,822       20,997  

 

 

2.

ASSETS HELD FOR SALE AND REAL ESTATE SALES

 

At December 31, 2016 and 2015 assets held for sale consisted of the following:

 

   

December 31,
201
6

   

December 31,
2015

 
   

(in thousands)

 
       

Upcountry Maui, 630-acre parcel of agricultural land

  $ 156     $ 147  

Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility

    56       45  

Kapalua Resort, 15-acre golf practice course

    247       -  

West Maui, 5-acre fully entitled, 42-unit workforce housing project

    -       70  

Assets held for sale

  $ 459     $ 262  

 

None of the above assets held for sale have been pledged as collateral under the Company’s credit facility.

 

In December 2016, the Company sold a 3.4-acre property with an approximately 26,000 square foot building, commonly referred to as the Kapalua Village Center, for $18.0 million to the owner of the Kapalua Plantation and Bay Golf Courses. The Kapalua Village Center, which served as the golf clubhouse for the former Kapalua Village Golf Course, was sold without any development entitlements. The sale resulted in a gain of $12.9 million. Proceeds from the sale were used to pay down the Company’s long-term debt.

 

In August 2016, the Company sold a five-acre, fully entitled 42-unit workforce housing project located in West Maui for $3.0 million. As part of the transaction, the buyer agreed to provide the Company with 12 residential workforce housing credits by August 2021. The sale resulted in a gain of approximately $2.8 million. Proceeds from the sale were used to pay down the Company’s long-term debt.

 

 

In June 2016, the Company sold a 304-acre, fully entitled working-class community project located in West Maui, commonly referred to as Pulelehua, for $15.0 million. The sale resulted in a gain of approximately $14.3 million. Proceeds from the sale were used to pay down the Company’s long-term debt.

 

In September 2015, we sold the 25-acre Kapalua Golf Academy to the owner of the Kapalua Plantation and Bay Golf Courses for $12.0 million. The property was sold without any development entitlements. The sale resulted in a gain of $10.2 million. The majority of the proceeds from the sale were used to pay down the Company’s long-term debt.

 

 

3.

PROPERTY

 

Land

 

Most of the Company’s 23,000 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost. Approximately 21,000 acres of land are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet. This parcel includes approximately 900 acres within the Kapalua Resort’s 3,000 acres. The Company’s remaining 2,000 acres of land are located in Upcountry Maui in an area commonly known as Hali’imaile and are mainly comprised of leased agricultural fields, including processing and maintenance facilities.

 

Land Improvements

 

Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water system in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

 

Buildings

 

Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. The majority of the buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

 

Machinery and Equipment

 

Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations. Also included are machinery and equipment used in the Company’s utilities operations.

 

4.

LONG-TERM DEBT

 

Long-term debt at December 31, 2016 and 2015 consisted of the following:

 

   


2016

   


2015

 
   

(in thousands)

 
       

First Hawaiian Bank, revolving line of credit, 4.37%

  $ 6,857     $ -  

American AgCredit term loan, 7.00%

    -       14,697  

Wells Fargo revolving loans, 4.00%

    -       25,868  

Total

    6,857       40,565  

Less current portion

    -       40,565  

Long-term debt

  $ 6,857     $ -  

 

 

FIRST HAWAIIAN BANK

 

On August 5, 2016, the Company refinanced its $26.4 million of outstanding bank loans under a $27.0 million revolving line of credit with First Hawaiian Bank. The credit facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings was initially at LIBOR plus 3.75%. A significant portion of the Company’s real estate holdings were pledged as security for the credit facility. Net proceeds from the sale of any real estate assets pledged as collateral under the credit facility are required to be repaid toward outstanding borrowings and will permanently reduce the credit facility’s revolving commitment amount.

 

The terms of the credit facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include an initial minimum liquidity (as defined) of $0.5 million beginning December 31, 2016, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness. There are no commitment fees on the unused portion of the credit facility.

 

On December 30, 2016, the Company sold the Kapalua Village Center for $18.0 million. The property was pledged as collateral under the credit facility and, accordingly, net proceeds from the sale of $17.6 million were repaid toward the Company’s outstanding loans at closing. In connection with the repayment, the credit facility was modified to release certain real estate assets previously pledged as security for the credit facility including, 1,065 acres of Upcountry Maui land, buildings and improvements, the Company’s 46-acre Kapalua Central Resort project, and stock of the Company’s two publicly-regulated utility companies. In addition, the credit facility’s revolving commitment amount was permanently reduced to $10.0 million and the interest rate on borrowings was reduced to LIBOR plus 3.50%.

 

At December 31, 2016, real estate assets pledged as security for the credit facility include the Company’s 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort.

 

The Company believes that it is in compliance with the covenants under the credit facility as of December 31, 2016.

 

5.

LEASING ARRANGEMENTS

 

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2034. These operating leases generally provide for minimum rents and, in some cases, licensing fees and 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:

 

   

2016

   

2015

 
   

(in thousands)

 
       

Minimum rentals

  $ 2,458     $ 3,161  

Percentage rentals

    1,172       862  

Licensing fees

    814       405  

Other (primarily common area recoveries)

    880       1,118  

Total

  $ 5,324     $ 5,546  

 

Property at December 31, 2016 and 2015 includes leased property of $29.3 million and $38.9 million, respectively (before accumulated depreciation of $15.0 million and $18.5 million, respectively).

 

Future minimum rental income receivable during the next five years and thereafter is as follows:

 

   

(in thousands)

 

2017

  $ 1,421  

2018

    1,157  

2019

    928  

2020

    933  

2021

    944  

Thereafter

    2,578  

 

  

6.

ACCRUED RETIREMENT BENEFITS

 

Accrued Retirement Benefits at December 31, 2016 and 2015 consisted of the following:

 

   

2016

   

2015

 
   

(in thousands)

 
                 

Defined benefit pension plans

  $ 7,560     $ 6,264  

Non-qualified retirement plans

    1,674       4,366  

Total

    9,234       10,630  

Less current portion

    (175 )     (378 )

Non-current portion of accrued retirement benefits

  $ 9,059     $ 10,252  

 

The Company has two defined benefit pension plans which cover substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under both plans were frozen. The Company also has unfunded non-qualified retirement plans covering twelve of its former executives. The non-qualified retirement plans were frozen in 2009 and future vesting of additional benefits was discontinued.

 

During the fourth quarter of 2016, participants who had terminated employment and had not started to collect their pension benefits were offered a limited-time opportunity to take their benefits as a one-time lump sum payment. The offer was extended to approximately 500 participants of which 325 participants elected to take the one-time lump sum payment. In total, approximately $9.3 million lump sum payments were paid out of the trust for the defined benefit pension plan settlements.

 

 

The measurement date for the Company’s benefit plan disclosures is December 31st of each year. The changes in benefit obligations and plan assets for 2016 and 2015, and the funded status of the plans, and assumptions used to determine benefit information at December 31, 2016 and 2015 were as follows:

 

   

2016

   

2015

 
   

(in thousands)

 
                 

Change in benefit obligations:

               

Benefit obligations at beginning of year

  $ 66,852     $ 71,349  

Interest cost

    2,804       2,753  

Actuarial loss (gain)

    1,042       (2,783 )

Benefits paid

    (4,217 )     (4,467 )

Lump sum payments

    (10,103 )     -  

Benefit obligations at end of year

    56,378       66,852  
                 

Change in plan assets:

               

Fair value of plan assets at beginning of year

    56,434       64,341  

Actual return on plan assets

    5,188       (3,463 )

Employer reimbursement for retirement benefits

    (1,054 )     (271 )

Employer contributions

    928       294  

Benefits paid

    (4,217 )     (4,467 )

Lump sum payments

    (10,103 )     -  
                 

Fair value of plan assets at end of year

    47,176       56,434  
                 

Funded status

  $ (9,202 )   $ (10,418 )
                 

Accumulated benefit obligations

  $ 56,378     $ 66,852  
                 

Weighted average assumptions used to determine benefit obligations at December 31:

               

Discount rate

  4.07% - 4.14%   4.30% - 4.44%

Expected long-term return on plan assets

    5.00%       7.00%  

Rate of compensation increase

    n/a       n/a  

 

Accumulated other comprehensive loss of $22.3 million and $28.7 million at December 31, 2016 and 2015, respectively, represent the net actuarial loss which has not yet been recognized as a component of pension expense. In 2017, $0.8 million of net actuarial loss is expected to be recognized as a component of net pension expense.

 

Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows:

 

   

2016

   

2015

 
   

(in thousands)

 
                 

Pension and other benefits:

               

Interest cost

  $ 2,804     $ 2,753  

Expected return on plan assets

    (2,713 )     (3,306 )

Recognized net actuarial loss

    1,030       843  

Settlement/Curtailment Expense

    3,958       -  

Pension expense

  $ 5,079     $ 290  
                 

Other changes in plan assets and benefit obligations recognized in comprehensive income:

               

Net (gain) loss

  $ (1,384 )   $ 3,986  

Recognized loss

    (4,988 )     (893 )

Total recognized (gain) loss in comprehensive income

  $ (6,372 )   $ 3,093  

 

 

Weighted average assumptions used to determine net periodic benefit cost:  

2016

   

2015

 

Pension benefits:

                   

Discount rate

  4.30% - 4.44%     3.96% - 4.07%  

Expected long-term return on plan assets

    5.00%         5.32%    

Rate of compensation increase

    n/a         n/a    

 

The expected long-term rate of return on plan assets was based on a building-block approach. Historical markets are studied and long-term historical relationships between equities and fixed income are presumed consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital markets are determined. Diversification and rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns.

 

The fair values of the Company’s pension plan assets at December 31, 2016 and 2015, by asset category, were as follows:

 

   

2016 Fair Value Measurements (in thousands)

 
   

Quoted Prices

in Active Markets

for Identical

Assets (Level 1)

   

Significant

Other Observable

Inputs (Level 2)

   

Total

 

AHGT pooled equity funds

  $ -     $ 7,177     $ 7,177  

AHGT pooled fixed income funds

    -       39,025       39,025  

Cash management funds

    -       974       974  
    $ -     $ 47,176     $ 47,176  

 

 

   

2015 Fair Value Measurements (in thousands)

 
   

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

   

Significant Other

Observable

Inputs (Level 2)

   

Total

 

AHGT pooled equity funds

  $ -     $ 8,120     $ 8,120  

AHGT pooled fixed income funds

    -       46,069       46,069  

Cash management funds

    -       2,245       2,245  
    $ -     $ 56,434     $ 56,434  

 

Aon Hewitt Group Trust (AHGT) pooled equity and fixed income funds: Pooled equity and fixed income funds consist of various AHGT Funds offered through private placements. The units are valued daily using net asset values (NAV). NAV are based on the fair value of each fund’s underlying investments. Level 1 assets are priced using quotes for trades occurring in active markets for the identical asset. Level 2 assets are priced using observable inputs for the asset (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

 

An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plans. The pension plan assets are allocated among approved asset types based on the plans current funded status and other characteristics set by the administrative committee, and subject to liquidity requirements of the plans.

 

 

Estimated future benefit payments are as follows (in thousands):

 

2017

      $ 4,283  

2018

        4,180  

2019

        4,123  

2020

        4,084  

2021

        3,995  
2022 - 2026     18,332  

 

In 2012, the Company’s cessation of its golf operations and corresponding reduction in active participant counts triggered the requirement that the Company provide security to the Pension Benefits Guaranty Corporation (PBGC) of approximately $18.7 million to support the unfunded liabilities of its pension plans at the time or make contributions to the plans in excess of the minimum required amounts. In 2012, the Company pledged a total of 6,800 acres of former agricultural lands in West Maui to the PBGC for five years in satisfaction of the requirement. No formal appraisal or determination of the fair value of the pledged properties was performed by the Company or the PBGC.

 

The Company does not expect to be required to make minimum contributions to its pension plans in 2017. No required minimum contributions were made in 2016 or 2015.

 

7.

SHARE-BASED COMPENSATION

 

The Company’s non-employee directors, officers and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (2006 Plan). Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the 2006 Plan. Restricted shares issued under the 2006 Plan vest quarterly and have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

 

Each of the Company’s non-employee directors receive restricted shares of common stock upon their annual appointment to the Company’s board of directors. Share-based compensation totaled $169,000 and $125,000 for 2016 and 2015, respectively, for vesting of restricted shares granted to the Company’s non-employee directors.

 

The Company’s officers and certain members of management receive share-based compensation based on their achievement of certain predefined performance goals and objectives under an incentive compensation plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares vesting quarterly over a period of three years. Share-based compensation totaled $984,000 and $955,000 for 2016 and 2015, respectively, for shares issued and the vesting of restricted shares granted to the Company’s officers and certain members of management.

 

8.

INCOME TAXES

 

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

 

Reconciliations between the total income tax benefit and the amount computed using the statutory federal rate of 35% for the years ended December 31, 2016 and 2015 were as follows:

 

   

2016

   

2015

 
   

(in thousands)

 
       

Federal income tax expense (benefit) at statutory rate

  $ 7,635     $ 2,385  

Adjusted for:

               

Valuation allowance

    (7,603 )     (2,390 )

Permanent differences and other

    (32 )     5  

Income tax benefit - continuing operations

  $ -     $ -  

 

 

Deferred tax assets were comprised of the following temporary differences as of December 31, 2016 and 2015:

 

   

2016

   

2015

 
   

(in thousands)

 
       

Net operating loss and tax credit carryforwards

  $ 38,915     $ 47,640  

Joint venture and other investments

    18       183  

Accrued retirement benefits

    3,924       3,608  

Property net book value

    2,801       3,275  

Deferred revenue

    953       1,101  

Stock compensation

    22       22  

Reserves and other

    404       408  

Total deferred tax assets

    47,037       56,237  

Valuation allowance

    (47,037 )     (56,237 )

Net deferred tax assets

  $ -     $ -  

 

Valuation allowances have been established to reduce future tax benefits not expected to be realized. The change in the deferred tax asset related to accrued retirement benefits and the valuation allowance includes the pension adjustment included in accumulated other comprehensive loss, which is not included in the current provision. The Company had $82.6 million in federal net operating loss carry forwards at December 31, 2016, that expire from 2028 through 2033. The Company had $97.4 million in state net operating loss carry forwards at December 31, 2016, that expire from 2028 through 2033.

 

9.

SEGMENT INFORMATION

 

The Company’s presentation of its reportable operating segments is consistent with how the Company’s chief operating decision maker determines the allocation of resources. Reportable segments are as follows:

 

 

Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort.

 

 

Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities.

 

 

Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company’s water and sewage transmission services (regulated by the Hawaii Public Utilities Commission) for the Kapalua Resort. The operating segment also includes the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas.

 

 

Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members.

 

 

Condensed financial information for each of the Company’s reportable segments for the years ended December 31, 2016 and 2015 were as follows:

 

   

Real

                   

Resort

                 
   

Estate

   

Leasing

   

Utilities

   

Amenities

   

Other (2)

   

Consolidated

 

2016

                                               

Operating revenues (1)

  $ 37,116     $ 5,324     $ 3,345     $ 1,487     $ 92     $ 47,364  

Operating costs and expenses

    (7,460 )     (2,971 )     (2,325 )     (897 )     (50 )     (13,703 )

Depreciation expense

    -       (1,524 )     (394 )             (66 )     (1,984 )

General and administrative and other expenses

    (829 )     (626 )     (271 )     (385 )     (6,096 )     (8,207 )

Operating income (loss)

    28,827       203       355       205       (6,120 )     23,470  

Interest expense

                                            (1,656 )

Income from continuing operations

                                          $ 21,814  
                                                 

Capital expenditures (3)

  $ 123     $ -     $ -     $ -     $ -     $ 123  

Assets (4)

  $ 11,634     $ 19,721     $ 3,604     $ 1,476     $ 2,448     $ 38,883  

 

 

 

   

Real

                   

Resort

                 
   

Estate

   

Leasing

   

Utilities

   

Amenities

   

Other (2)

   

Consolidated

 

2015

                                               

Operating revenues (1)

  $ 12,501     $ 5,546