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): November 4 , 2020
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Hawaii | 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, without Par Value | MLP | NYSE |
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 November 4, 2020, the Company issued a press release, which sets forth the results of its operations for the three and nine months ended September 30, 2020. 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 November 4, 2020. |
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: November 4, 2020 | By: | /s/ MICHAEL S. HOTTA |
| Michael S. Hotta | ||
| Chief Financial Officer |
Exhibit 99.1
| NEWS RELEASE | Contact: |
|---|---|
| Michael S. Hotta | |
| [email protected] |
MAUI LAND & PINEAPPLE REPORTS 3rd QUARTER 2020 RESULTS
KAPALUA RESORT, Hawaii, November 4, 2020 (BUSINESS WIRE) --
Maui Land & Pineapple Company, Inc. (NYSE: MLP) reported a net loss of $633,000, or $(0.03) per share, for the third quarter of 2020, compared to a net loss of $9,000, or $(0.00) per share, for the third quarter of 2019. The Company reported total operating revenues of $1.7 million and $2.7 million during the three months ended September 30, 2020 and 2019, respectively.
For the nine months ended September 30, 2020, the Company reported a net loss of $1.9 million, or $(0.10) per share, compared to a net loss of $1.3 million, or $(0.07) per share, for the nine months ended September 30, 2019. The Company reported total operating revenues of $5.4 million and $7.5 million during the nine months ended September 30, 2020 and 2019, respectively.
The Company did not have any real estate asset sales during the first three quarters of 2020 or 2019.
Additional Information
Additional information with respect to Maui Land & Pineapple Company, Inc. and our operating results will be available on our Form 10-Q filed with the Securities and Exchange Commission and our website www.mauiland.com.
About Maui Land & Pineapple Company, Inc.
Maui Land & Pineapple Company, Inc. develops, sells, and manages residential, resort, commercial, agricultural and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and manages properties, utilities, and a nature preserve at the Kapalua Resort.
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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| (audited) | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash | 324 | $ | 683 | ||
| Accounts receivable, less allowance for doubtful accounts of 223 and 35, respectively | 1,680 | 1,173 | |||
| Prepaid expenses and other assets | 244 | 101 | |||
| Assets held for sale | 7,633 | 7,597 | |||
| Total current assets | 9,881 | 9,554 | |||
| PROPERTY | 52,267 | 52,164 | |||
| Accumulated depreciation | (33,407 | ) | (32,445 | ) | |
| Property, net | 18,860 | 19,719 | |||
| OTHER ASSETS | |||||
| Deferred development costs | 8,504 | 8,504 | |||
| Other noncurrent assets | 1,206 | 1,342 | |||
| Total other assets | 9,710 | 9,846 | |||
| TOTAL ASSETS | 38,451 | $ | 39,119 | ||
| LIABILITIES & STOCKHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 707 | $ | 1,356 | ||
| Payroll and employee benefits | 783 | 928 | |||
| Accrued retirement benefits | 165 | 165 | |||
| Deferred club membership revenue | 131 | 35 | |||
| Other current liabilities | 615 | 468 | |||
| Total current liabilities | 2,401 | 2,952 | |||
| LONG-TERM LIABILITIES | |||||
| Long-term debt | - | 1,035 | |||
| Accrued retirement benefits, net of current portion | 9,328 | 9,702 | |||
| Deferred license fee revenue | 1,800 | - | |||
| Deposits | 2,649 | 2,674 | |||
| Other noncurrent liabilities | 64 | 64 | |||
| Total long-term liabilities | 13,841 | 13,475 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| STOCKHOLDERS' EQUITY | |||||
| Common stock--no par value, 43,000,000 shares authorized, 19,301,288 and 19,238,081 shares issued and outstanding | 81,369 | 80,606 | |||
| Additional paid-in-capital | 9,184 | 9,184 | |||
| Accumulated deficit | (48,164 | ) | (46,300 | ) | |
| Accumulated other comprehensive loss | (20,180 | ) | (20,798 | ) | |
| Total stockholders' equity | 22,209 | 22,692 | |||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | 38,451 | $ | 39,119 |
All values are in US Dollars.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| (in thousands except | ||||||
| per share amounts) | ||||||
| OPERATING REVENUES | ||||||
| Real estate | $ | 15 | $ | 305 | ||
| Leasing | 1,448 | 2,167 | ||||
| Resort amenities and other | 234 | 242 | ||||
| Total operating revenues | 1,697 | 2,714 | ||||
| OPERATING COSTS AND EXPENSES | ||||||
| Real estate | 86 | 352 | ||||
| Leasing | 671 | 793 | ||||
| Resort amenities and other | 152 | 219 | ||||
| General and administrative | 514 | 466 | ||||
| Share-based compensation | 402 | 374 | ||||
| Depreciation | 326 | 345 | ||||
| Total operating costs and expenses | 2,151 | 2,549 | ||||
| OPERATING INCOME (LOSS) | (454 | ) | 165 | |||
| Pension and other post-retirement expenses | (125 | ) | (258 | ) | ||
| Interest expense | (29 | ) | (50 | ) | ||
| LOSS FROM CONTINUING OPERATIONS | $ | (608 | ) | $ | (143 | ) |
| Income (Loss) from discontinued operations, net | (25 | ) | 134 | |||
| NET LOSS | $ | (633 | ) | $ | (9 | ) |
| Other comprehensive income - pension, net | 206 | 211 | ||||
| COMPREHENSIVE INCOME (LOSS) | $ | (427 | ) | $ | 202 | |
| EARNINGS (LOSS) PER COMMON SHARE-BASIC AND DILUTED | ||||||
| Loss from Continuing Operations | $ | (0.03 | ) | $ | (0.01 | ) |
| Income (Loss) from Discontinued Operations | $ | - | $ | 0.01 | ||
| Net Loss | $ | (0.03 | ) | $ | - |
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| (in thousands except | ||||||
| per share amounts) | ||||||
| OPERATING REVENUES | ||||||
| Real estate | $ | 173 | $ | 671 | ||
| Leasing | 4,620 | 6,121 | ||||
| Resort amenities and other | 648 | 751 | ||||
| Total operating revenues | 5,441 | 7,543 | ||||
| OPERATING COSTS AND EXPENSES | ||||||
| Real estate | 457 | 873 | ||||
| Leasing | 2,278 | 2,233 | ||||
| Resort amenities and other | 893 | 751 | ||||
| General and administrative | 1,823 | 1,816 | ||||
| Share-based compensation | 1,229 | 1,346 | ||||
| Depreciation | 971 | 1,067 | ||||
| Total operating costs and expenses | 7,651 | 8,086 | ||||
| OPERATING LOSS | (2,210 | ) | (543 | ) | ||
| Other income | 894 | - | ||||
| Pension and other post-retirement expenses | (359 | ) | (768 | ) | ||
| Interest expense | (105 | ) | (160 | ) | ||
| LOSS FROM CONTINUING OPERATIONS | $ | (1,780 | ) | $ | (1,471 | ) |
| Income (Loss) from discontinued operations, net | (84 | ) | 187 | |||
| NET LOSS | $ | (1,864 | ) | $ | (1,284 | ) |
| Other comprehensive income - pension, net | 617 | 634 | ||||
| COMPREHENSIVE LOSS | $ | (1,247 | ) | $ | (650 | ) |
| EARNINGS (LOSS) PER COMMON SHARE-BASIC AND DILUTED | ||||||
| Loss from Continuing Operations | $ | (0.09 | ) | $ | (0.08 | ) |
| Income (Loss) from Discontinued Operations | $ | (0.01 | ) | $ | 0.01 | |
| Net Loss | $ | (0.10 | ) | $ | (0.07 | ) |