8-K
Maui Land & Pineapple Co Inc (MLP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2023
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-06510 | 99-0107542 |
|---|---|---|
| (State of Incorporation) | (Commission File Number) | (IRS Employer<br> Identification Number) |
| 200 Village Road, Lahaina , Maui, Hawaii 96761<br><br> <br>(Address of principal executive offices) (Zip Code) |
(808) 877-3351
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock , $0.0001 par value | MLP | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 23, 2023, the Company issued a press release, which sets forth the results of its operations for the year ended December 31, 2022. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Maui Land & Pineapple Company, Inc. Press Release dated March 23, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAUI LAND & PINEAPPLE COMPANY, INC. | ||
|---|---|---|
| Date: March 23, 2023 | By: | /s/ WADE K. KODAMA |
| Wade K. Kodama | ||
| Chief Financial Officer |
ex_491412.htm
Exhibit 99.1
MAUI LAND & PINEAPPLE COMPANY, INC. REPORTS FISCAL 2022 RESULTS
KAPALUA RESORT, Hawaii, March 23, 2023 (BUSINESS WIRE)
Maui Land & Pineapple Company, Inc. (NYSE: MLP) today announced financial results for the year ended December 31, 2022.
Results for Year Ended December 31, 2022
The Company’s net income was $1.8M or $0.09 per share, compared to a net loss of $(3.4) million, or $(0.18) per share, for the years ended December 31, 2022 and 2021, respectively.
Operating revenues increased to $21.0 million, compared to $12.4 million for the years ended December 31, 2022 and 2021, respectively.
Total comprehensive income increased to $9.2 million, or $0.47 per share, compared to comprehensive income of $2.6 million, or $0.13 per share, for the years ended December 31, 2022 and 2021, respectively.
The Company recorded pension adjustments of $7.4 million, or $0.38 per share, and $6.0 million, or $0.31 per share, for the years ended December 31, 2022 and 2021, respectively. Pension adjustments are reported below net income. These adjustments account for the variance between net income/(loss) and comprehensive income.
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net income/(loss) | $ | 1.8M | $ | 0.09 per share | $ | (3.4M | ) | $ | (0.18) per share |
| Pension gain, net of taxes | $ | 7.4M | $ | 0.38 per share | $ | 6.0M | $ | 0.31 per share | |
| Comprehensive income | $ | 9.2M | $ | 0.47 per share | $ | 2.6M | $ | 0.13 per share |
In the third quarter of 2022, the Company funded its defined benefit pension plan in the amount of $5.7 million. In the fourth quarter of 2022, the Company successfully completed a pension lift-out of approximately 45% of its total pension plan participants. The lift-out annuitized pension benefits utilizing a third-party insurer at a cost of $14.5 million. The Company recognized a non-cash settlement charge of $7.5 million as a result of the lift-out. This was the second tranche of participants lifted out from the Company’s defined benefit pension plan.
As a result of these 2022 pension-related initiatives, the Company’s accrued retirement benefits decreased by $5.3 million to $2.8 million from $8.1 million for the years ended December 31, 2022 and 2021, respectively.
In December 2021, the Company entered into a purchase and sale agreement (“PSA”) in an amount of $40.0 million for a 46-acre parcel located within Kapalua Central Resort. Subject to customary diligence and closing conditions, the Company anticipates the PSA to close in 2023.
In May 2022, the Company sold a 646-acre parcel located in Kula, known as Omaopio, in the amount of $9.6 million. The parcel was sold to Hoopono, LLC.
In June 2022, the Company completed a sale in the amount of $2.0 million for a 50-acre parcel located in the Pulelehua area of West Maui. The parcel was sold to the County of Maui for use in the development of a regional park. The sale of this parcel satisfied the impact fee requirement for the future development of the Company’s 800-acre parcel above Honoapiilani Highway, commonly known as Kapalua Mauka.
Based on these collective 2022 results, total stockholders’ equity increased by $10.3 million to $33.8 million from $23.6 million for the years ended December 31, 2022 and 2021, respectively. The Company retained its debt-free status for 2022.
Additional Information
Additional information with respect to Maui Land & Pineapple Company, Inc. and our 2022 operating results will be available on our Form 10-K filed with the Securities and Exchange Commission and our website www.mauiland.com.
About MAUI LAND & PINEAPPLE COMPANY, INC. (NYSE:MLP)
Maui Land & Pineapple Company, Inc. is a landholding and operating company. The Company’s segments include Real Estate, which consists of land planning and entitlement, development and sales activities of its landholdings on Maui; Leasing, which includes residential, resort, agricultural, commercial, and industrial land and property leases, licensing of its registered trademarks and trade names, management of potable and non-potable water systems, and stewardship and conservation efforts; and Resort Amenities, which 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. The Company owns approximately 22,000 acres of land on Maui.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding the potential sale of our properties. We have attempted to identify forward-looking statements by using words such as "anticipate," “expect” and similar expressions or the negative of these expressions.
Forward-looking statements represent our management's current expectations and predictions about trends affecting our business and industry and are based on information available as of the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements, or to update the reasons actual results could differ materially from those expressed or implied by these forward-looking statements, whether to conform such statements to actual results or changes in our expectations, or as a result of the availability of new information.
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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
| 2021 | |||||
| OPERATING REVENUES | |||||
| Real estate | 11,600 | $ | 3,400 | ||
| Leasing | 8,513 | 8,103 | |||
| Resort amenities and other | 847 | 940 | |||
| Total Operating Revenues | 20,960 | 12,443 | |||
| OPERATING COSTS AND EXPENSES | |||||
| Real estate | 1,026 | 750 | |||
| Leasing | 3,598 | 3,495 | |||
| Resort amenities and other | 1,547 | 1,355 | |||
| General and administrative | 2,795 | 2,569 | |||
| Share-based compensation | 1,278 | 1,449 | |||
| Depreciation | 1,109 | 1,188 | |||
| Total Operating Costs and Expenses | 11,353 | 10,806 | |||
| OPERATING INCOME | 9,607 | 1,637 | |||
| Other income | 71 | 13 | |||
| Pension and other post-retirement expenses | (7,885 | ) | (4,732 | ) | |
| Interest expense | (6 | ) | (122 | ) | |
| INCOME (LOSS) FROM CONTINUING OPERATIONS | 1,787 | (3,204 | ) | ||
| Loss from discontinued operations, net of income taxes of 0 | - | (216 | ) | ||
| NET INCOME (LOSS) | 1,787 | (3,420 | ) | ||
| Pension, net of income taxes of 0 | 7,381 | 6,050 | |||
| TOTAL COMPREHENSIVE INCOME | 9,168 | $ | 2,630 | ||
| INCOME (LOSS) PER COMMON SHARE--BASIC AND DILUTED | |||||
| Continuing Operations | 0.09 | $ | (0.17 | ) | |
| Discontinued Operations | - | $ | (0.01 | ) | |
| Net Income (Loss) | 0.09 | $ | (0.18 | ) |
All values are in US Dollars.
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| 2021 | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 8,499 | $ | 5,596 | ||
| Cash, restricted | 10 | - | |||
| Accounts receivable, net | 892 | 1,103 | |||
| Investments, current portion | 2,432 | - | |||
| Prepaid expenses and other assets | 368 | 333 | |||
| Assets held for sale | 3,019 | 3,144 | |||
| Total Current Assets | 15,220 | 10,176 | |||
| PROPERTY & EQUIPMENT | |||||
| Land | 5,052 | 5,063 | |||
| Land improvements | 12,943 | 12,943 | |||
| Buildings | 22,869 | 22,869 | |||
| Machinery and equipment | 10,360 | 10,360 | |||
| Total Property & Equipment | 51,224 | 51,235 | |||
| Less accumulated depreciation | (35,346 | ) | (34,237 | ) | |
| Property, net | 15,878 | 16,998 | |||
| OTHER ASSETS | |||||
| Investments | 551 | - | |||
| Deferred development costs | 9,566 | 9,564 | |||
| Other noncurrent assets | 1,191 | 1,181 | |||
| Total Other Assets | 11,308 | 10,745 | |||
| TOTAL ASSETS | 42,406 | $ | 37,919 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| LIABILITIES | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 589 | $ | 580 | ||
| Payroll and employee benefits | 869 | 949 | |||
| Accrued retirement benefits, current portion | 142 | 142 | |||
| Deferred revenue, current portion | 227 | 217 | |||
| Other current liabilities | 480 | 509 | |||
| Total Current Liabilities | 2,307 | 2,397 | |||
| LONG-TERM LIABILITIES | |||||
| Accrued retirement benefits | 2,612 | 7,937 | |||
| Deferred revenue | 1,500 | 1,633 | |||
| Deposits | 2,185 | 2,309 | |||
| Other noncurrent liabilities | 30 | 53 | |||
| Total Long-Term Liabilities | 6,327 | 11,932 | |||
| TOTAL LIABILITIES | 8,634 | 14,329 | |||
| COMMITMENTS & CONTINGENCIES | |||||
| STOCKHOLDERS’ EQUITY | |||||
| Common stock--.0001 par value and no par value at December 31, 2022 and 2021, respectively; 43,000,000 shares authorized; 19,476,671 and 19,383,288 shares issued and outstanding at December 31, 2022 and 2021, respectively | 83,392 | 82,378 | |||
| Additional paid in capital | 9,184 | 9,184 | |||
| Accumulated deficit | (50,537 | ) | (52,324 | ) | |
| Accumulated other comprehensive loss | (8,267 | ) | (15,648 | ) | |
| Total Stockholders’ Equity | 33,772 | 23,590 | |||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | 42,406 | $ | 37,919 |
All values are in US Dollars.