10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

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	99-0107542
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

200 Village Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices)

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

None

(Former name, former address and former fiscal year, 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, no par value	MLP	NYSE

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒ 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. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 21, 2021
Common Stock, no par value	19,432,398 shares

MAUI LAND & PINEAPPLE COMPANY, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets, March 31, 2021 and December 31, 2020	3
Condensed Consolidated Statements of Operations and Comprehensive Loss, Three Months Ended March 31, 2021 and 2020	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three Months Ended March 31, 2021 and 2020	5
Condensed Consolidated Statements of Cash Flows, Three Months Ended March 31, 2021 and 2020	6
Notes to Condensed Consolidated Interim Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Cautionary Note Regarding Forward-Looking Statements	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
PART II. OTHER INFORMATION	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 6. Exhibits	19
Signature	20
EXHIBIT INDEX	21
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands except share data)
CURRENT ASSETS
Cash	$	458		$	869
Accounts receivable, net		1,493			1,362
Prepaid expenses and other assets		138			80
Assets held for sale		7,336			7,440
Total current assets		9,425			9,751
PROPERTY		51,988			51,956
Accumulated depreciation		(33,745	)		(33,445	)
Property, net		18,243			18,511
OTHER ASSETS
Deferred development costs		8,943			8,901
Other noncurrent assets		1,287			1,307
Total other assets		10,230			10,208
TOTAL ASSETS	$	37,898		$	38,470
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	985		$	899
Payroll and employee benefits		451			970
Long-term debt, current portion		800			200
Accrued retirement benefits, currernt portion		165			165
Deferred revenue, current portion		472			260
Other current liabilities		508			453
Total current liabilities		3,381			2,947
LONG-TERM LIABILITIES
Accrued retirement benefits		10,232			10,926
Deferred revenue		1,733			1,767
Deposits		2,636			2,680
Other noncurrent liabilities		75			83
Total long-term liabilities		14,676			15,456
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,351,489 and 19,311,528 shares issued and outstanding		81,972			81,485
Additional paid-in-capital		9,184			9,184
Accumulated deficit		(49,838	)		(48,904	)
Accumulated other comprehensive loss		(21,477	)		(21,698	)
Total stockholders' equity		19,841			20,067
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	37,898		$	38,470

See Notes to Condensed Consolidated Interim Financial Statements.

3

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended March 31,
	2021			2020
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	-		$	69
Leasing		1,801			1,736
Resort amenities and other		258			230
Total operating revenues		2,059			2,035
OPERATING COSTS AND EXPENSES
Real estate		97			175
Leasing		840			776
Resort amenities and other		412			570
General and administrative		719			760
Share-based compensation		349			425
Depreciation		300			323
Total operating costs and expenses		2,717			3,029
OPERATING LOSS		(658	)		(994	)
Other income		13			-
Pension and other post-retirement expenses		(116	)		(117	)
Interest expense		(33	)		(46	)
LOSS FROM CONTINUING OPERATIONS	$	(794	)	$	(1,157	)
Income (Loss) from discontinued operations, net		(140	)		83
NET LOSS	$	(934	)	$	(1,074	)
Pension, net		221			206
TOTAL COMPREHENSIVE LOSS	$	(713	)	$	(868	)
EARNINGS (LOSS) PER COMMON SHARE-BASIC AND DILUTED
Loss from Continuing Operations	$	(0.04	)	$	(0.06	)
Income (Loss) from Discontinued Operations	$	(0.01	)	$	-
Net Loss	$	(0.05	)	$	(0.06	)

See Notes to Condensed Consolidated Interim Financial Statements.

4

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Three Months Ended March 31, 2021 and 2020

(in thousands)

													Accumulated
							Additional						Other
	Common Stock						Paid in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Loss			Total
Balance, January 1, 2021		19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067
Share-based compensation		60			748			163									911
Vested restricted stock issued		14			163			(163	)								-
Shares canceled to pay tax liability		(34	)		(424	)											(424	)
Other comprehensive income - pension														221			221
Net loss											(934	)					(934	)
Balance, March 31, 2021		19,352		$	81,972		$	9,184		$	(49,838	)	$	(21,477	)	$	19,841
Balance, January 1, 2020		19,238		$	80,606		$	9,184		$	(46,300	)	$	(20,798	)	$	22,692
Share-based compensation		68			865			186									1,051
Vested restricted stock issued		17			186			(186	)								-
Shares canceled to pay tax liability		(42	)		(522	)											(522	)
Other comprehensive income - pension														206			206
Net loss											(1,074	)					(1,074	)
Balance, March 31, 2020		19,281		$	81,135		$	9,184		$	(47,374	)	$	(20,592	)	$	22,353

See Notes to Condensed Consolidated Interim Financial Statements.

5

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2021			2020
	(in thousands)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(513	)	$	1,453
CASH USED IN INVESTING ACTIVITIES
Payments for property and deferred development costs		(74	)		(48	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		600			700
Payments on long-term debt		-			(1,500	)
Debt and common stock issuance costs and other		(424	)		(522	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		176			(1,322	)
NET (DECREASE) INCREASE IN CASH		(411	)		83
CASH AT BEGINNING OF PERIOD		869			683
CASH AT END OF PERIOD	$	458		$	766
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$	5		$	14

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

● Common stock issued to certain members of the Company’s management totaled $748,000 and $865,000 for the three months ended March 31, 2021 and 2020, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

6

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, collectively, the “Company”) in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and pursuant to the instructions to Form 10-Q and Article  8 promulgated by Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended March 31, 2021 and 2020. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020.

2. USE OF ESTIMATES AND RECLASSIFICATIONS

The Company’s reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts may differ from these estimates. Amounts reflected in interim statements are not necessarily indicative of results for a full year.

3. SHARES – BASIC AND DILUTED

Basic and diluted weighted-average shares outstanding for the three months ended March 31, 2021 and 2020 were 19,327,739 and 19,254,783, respectively.

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss 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.

4. PROPERTY

Property at March 31, 2021 and December 31, 2020 consisted of the following:

	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		23,465		23,465
Machinery and equipment		10,485		10,476
Construction in progress		23		-
Total property		51,988		51,956
Less accumulated depreciation		33,745		33,445
Property, net	$	18,243	$	18,511

7

Land

Most of the Company’s 22,800 acres of land were acquired between 1911 and 1932 and is carried in its consolidated balance sheets at cost. Approximately 20,700 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, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. The Company’s remaining 2,100 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 related 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 systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s or conveyed in 2017. 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.

5. ASSETS HELD FOR SALE

Assets held for sale at March 31, 2021 and December 31, 2020 consisted of the following:

	March 31,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,978	$	2,978
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		4,202		4,306
Upcountry Maui, 630-acre parcel of agricultural land		156		156
	$	7,336	$	7,440

In February 2020, the Company entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions, including a due diligence period ending on July 15, 2021. The closing date of the sale is expected to be 30 days after the last day of the due diligence period.

The Company entered into an Asset Purchase Agreement in December 2019 to sell the PUC-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. In March 2021, the sale was approved by the State of Hawaii PUC subject to certain closing conditions of its Decision and Order. The sale, with net proceeds of $4.2 million, was completed on May 1, 2021.  The results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets are reflected in Note 13.

The above assets held for sale have not been pledged as collateral under the Company’s credit facility.

6. LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”). The Credit Facility matures on December 31, 2021. Interest on borrowings is at LIBOR plus 3.50%, or 3.62% and 3.65%, at March 31, 2021 and December 31, 2020, respectively. The Company has pledged its 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

8

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 a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

The Company was in compliance with the covenants under the Credit Facility as of March 31, 2021.

7. SHARE-BASED COMPENSATION

The Company’s directors, officers and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan (“Equity 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 Equity Plan. Restricted shares issued under the Equity 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.

Share-based compensation is determined and awarded annually to the Company’s officers and certain members of management based on their achievement of certain predefined performance goals and objectives under the Equity 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 $349,000 and $425,000 for the three months ended March 31, 2021 and 2020, respectively. Included in these amounts were $163,000 and $186,000 of restricted shares of common stock which vested during the first three months of 2021 and 2020, respectively.

8. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at March 31, 2021 and December 31, 2020 consisted of the following:

	March 31,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	8,112		$	8,790
Non-qualified retirement plans		2,285			2,301
Total		10,397			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	10,232		$	10,926

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

9

The net periodic benefit costs for pension and postretirement benefits for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Interest cost	$	309		$	408
Expected return on plan assets		(414	)		(497	)
Amortization of net actuarial loss		221			206
Pension and other postretirement expenses	$	116		$	117

9. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $876,000, $806,000, and $673,000 at March 31, 2021, December 31, 2020 and December 31, 2019, respectively.

Deferred club membership revenue

The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over one year.

Deferred license fee revenue

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single payment royalty of $2.0 million in March 2020. Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $33,000 for the three months ended March 31, 2021.

10. INCOME TAXES

The Company uses 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. 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 basis of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance continues to be established for deferred income tax assets as of March 31, 2021 and December 31, 2020, respectively.

11. REPORTABLE OPERATING SEGMENTS

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments are as follows:

• Real Estate includes the planning, entitlement, development and sale of real estate inventory. The segment also included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort, through June 30, 2020.

• Leasing 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. 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.

The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses.

10

Reportable operating segment revenues and income for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months
	Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	69
Leasing		1,801			1,736
Resort amenities and other		258			230
Total Operating Segment Revenues	$	2,059		$	2,035
Operating Segment Income (Loss)
Real estate	$	(97	)	$	(106	)
Leasing		961			960
Resort amenities and other		(154	)		(340	)
Total Operating Segment Income	$	710		$	514

12. LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months
	Ended March 31,
	(unaudited)
	2021		2020
	(in thousands)
Minimum rentals	$	757	$	697
Percentage rentals		117		266
Licensing fees		125		234
Other (primarily common area recoveries)		214		191
Total	$	1,801	$	1,736

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13. DISCONTINUED OPERATIONS

The results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	598		$	740
Operating costs and expenses		(698	)		(657	)
Impairment loss		(40	)		-
Income (loss) from discontinued operations	$	(140	)	$	83

14. COMMITMENTS AND CONTINGENCIES

On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations and penalties.

The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolve and remediate the facility’s wastewater effluent issues. The construction of additional leach fields was completed in December 2020. The installation of a surface aerator, sludge removal system, and natural pond cover, using water plants, were also completed during the three months ended March 31, 2021. The DOH is currently reviewing the test results of these corrective action plan items.  With these actions, the test results have been in compliance with applicable standards. No hearing date has been set since discussions with the DOH are ongoing.

The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has been made in the accompanying unaudited condensed consolidated interim financial statements.

There are various other claims and legal actions pending against the Company. The resolution of these other matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations after consultation with legal counsel.

Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 has caused and is likely to continue to have an adverse impact on economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism. Notwithstanding the administration of vaccines to residents and visitors to Maui, the duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. The Company’s future business operations, including the results of operations, cash flows and financial position will be significantly affected should the existence of the COVID-19 pandemic continue for an extended period.

15. FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The fair value of income tax receivables approximate their carrying value due to the certainty of collection or short-term nature of the instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt, which approximated fair value, was $800,000 and $200,000 (audited) at March 31, 2021 and December 31, 2020, respectively. The fair value of debt was measured using the level 2 inputs, noted above.

12

16. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU apples to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. This ASU requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The Company is in the process of assessing the impact of the ASU on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC Topic 740, Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC Topic 740. This ASU was effective beginning in the first quarter of 2021 with early adoption permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. The ASU did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04 as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform (ASC Topic 848) on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective through December 31, 2022. Management is evaluating its impact on the Company’s consolidated financial statements and related disclosures, if elected.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 and the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. 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.

Overview

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. 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 the island of Maui, Hawaii 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 in the Kapalua Resort.

• Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of our registered trademarks and trade names. This operating segment also includes the management of ditch, reservoir, and well systems that provide potable and non-potable water in West and Upcountry Maui and the stewardship of conservation areas.

• 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.

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Results of Operations

Three Months Ended March 31, 2021 compared to Three Months Ended March 31, 2020

CONSOLIDATED

	Three Months Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	2,059		$	2,035
Operating costs and expenses		(1,349	)		(1,521	)
General and administrative		(719	)		(760	)
Share-based compensation		(349	)		(425	)
Depreciation		(300	)		(323	)
Operating loss		(658	)		(994	)
Other income		13			-
Pension and other postretirement expenses		(116	)		(117	)
Interest expense		(33	)		(46	)
Loss from Continuing Operations		(794	)		(1,157	)
Income (Loss) from Discontinued Operations		(140	)		83
Net loss	$	(934	)	$	(1,074	)
Loss from Continuing Operations per Common Share	$	(0.04	)	$	(0.06	)
Income (loss) from Discontinuing Operations per Common Share	$	(0.01	)	$	-
Net loss per Common Share	$	(0.05	)	$	(0.06	)

REAL ESTATE

	Three Months Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	-		$	69
Operating costs and expenses		(97	)		(175	)
Operating loss	$	(97	)	$	(106	)

There were no sales of real estate for the three months ended March 31, 2021 and March 31, 2020, respectively.

During the three months ended March 31, 2020, our wholly-owned subsidiary, Kapalua Realty Company, Ltd., earned sales commissions from resales of properties owned by private residents in the Kapalua Resort and surrounding areas. Effective July 1, 2020, we entered into an office lease agreement and license agreement with a real estate company to provide general brokerage services to the area. No sales commissions were earned during the three months ended March 31, 2021.

There were no significant real estate development expenditures in the first three months of 2021 and 2020, respectively.

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. Uncertainties associated with COVID-19 may, among other things, reduce demand for real estate and impair prospective purchasers’ ability to obtain financing, which would adversely affect revenues from our real estate operations in future periods.

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LEASING

	Three Months Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	1,801		$	1,736
Operating costs and expenses		(840	)		(776	)
Operating income	$	961		$	960

Travel restrictions, social distancing regulations, and the threat of COVID-19 and its variants continue to adversely affect our tenants’ sales activity and ability to pay rent. Percentage rental income recognized from our leasing portfolio was $117,000 and $266,000 for the three months ended March 31, 2021 and 2020, respectively. Additional reserves of $60,000 were recorded to increase our allowance for doubtful accounts to $280,000 as of March 31, 2021. The decrease in rental income was offset by grant income for conservation programs. Grant income was $317,000 and $99,000 for the three months ended March 31, 2021 and 2020, respectively.

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

RESORT AMENITIES AND OTHER   

	Three Months Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	258		$	230
Operating costs and expenses		(412	)		(570	)
Operating loss	$	(154	)	$	(340	)

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 the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club, golf courses, and other resort amenities.

The increase in operating revenues for the three months ended March 31,2021, compared to the three months ended March 31, 2020, was due to a partial refund of member dues in 2020. In March 2020, access to certain facilities and amenities was restricted due to regulations related to COVID-19.

The decrease in operating costs and expenses for the three months ended March 31, 2021, compared to the three months ended March 31, 2020, was primarily due to lower golf course fees charged to the Company in 2021.

IMPACT OF COVID-19

During the year ended December 31, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. In response, many federal, state, local, and foreign governments put in place travel restrictions, “shelter-in-place” orders, and similar government orders and restrictions, in an attempt to control the spread and mitigate the impact of the disease. Such restrictions or orders resulted in the mandatory closure of “non-essential” businesses, increased unemployment rates, “social distancing” restrictions, reduced tourist activity, work-from-home policies, and other changes that have led to significant disruptions to businesses and global financial markets. The overall impact of the pandemic on our business and future results of operations is highly uncertain and subject to change, and we are not able to accurately predict the magnitude or scope of such impacts at this time.

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Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 continue to have an adverse effect on most businesses in the State of Hawaii, including our own. According to visitor statistics from the Hawaii Tourism Authority, the average daily census of visitors to Maui for the three months ended March 31, 2021 and 2020 were 29,060 and 69,281, respectively, a decrease of 58%. Although the Centers for Disease Control and Prevention released updated guidance on April 2, 2021, Hawaii’s mandatory 10-day quarantine remains in place as of the date of this filing. Currently, travelers are allowed to avoid the State of Hawaii’s quarantine rules under its Safe Travels program if proof of a negative result from a valid COVID-19 Nucleic Acid Amplification Test performed by a trusted testing partner is presented.

The duration of the continued disruption on global, national, and local economies cannot be reasonably estimated at this time. However, should the existence of the COVID-19 pandemic continue for an extended period, our future business operations, including the results of operations, cash flows and financial position will be significantly affected. We continue to monitor the economic impact of the COVID-19 pandemic, as well as mitigating stimulus programs from recent legislation, such as the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Consolidated Appropriations Act of 2021 (“CAA”), and America Rescue Plan Act (“ARPA”), on us, our customers, and our vendors. Remote work arrangements continue to be established for our employees to the extent possible in order to maintain financial reporting systems.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash on hand of approximately $458,000 and $869,000 (audited) at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021, $14.2 million remained available under our $15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”).

The $15.0 million revolving line of credit facility matures on December 31, 2021. Interest on borrowings is at LIBOR plus 3.50% (3.62% at March 31, 2021). We have pledged our 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

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 a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

As of March 31, 2021, we were in compliance with the covenants under the Credit Facility.

Cash Flows

Net cash flow used in our operating activities totaled $513,000 for the three months ended March 31, 2021. During the year ended December 31, 2020, net cash flow provided by our operating activities totaled $1.5 million, primarily due to the receipt of a single royalty payment of $2 million from a license agreement of our trademarks.

Interest payments on our Credit Facility totaled $5,000 and $14,000 for the three months ended March 31, 2021 and 2020, respectively. The outstanding balance of our Credit Facility increased by $600,000 during the three months ended March 31, 2020.

We made a minimum funding contribution of $553,000 to our defined benefit pension plan during the three months ended March 31, 2021. The CARES Act included limited funding relief provisions for single employer defined benefit plans allowing us to defer the required contributions that would have been otherwise due in 2020 until January 4, 2021. No further contributions are required to be made to the plan in 2021.

The sale of PUC-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort was completed on May 1, 2021, with net proceeds of $4.2 million.

Future Cash Inflows and Outflows

Our business initiatives for the next year include investing in our operating infrastructure, continued planning and entitlement efforts on our development projects, and addressing the impact of COVID-19 on our business segments. Our income from leasing activities and Kapalua Club membership dues continued to be impacted for the three months ended March 31, 2021, and may continue to be impacted in the future for an uncertain period of time. 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.

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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

The preparation of the unaudited condensed consolidated interim financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed Form 10-K. There have been no significant changes in our critical accounting policies during the three months ended March 31, 2021.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other reports filed by us with the U.S. Securities and Exchange Commission contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly report on Form 10-Q that are not statements of historical facts, which can generally 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. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:

• the impacts of the COVID-19 pandemic, including its impacts on us, our operations, or our future financial or operational results;

• unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates and changes in income and asset values;

• risks associated with real estate investments generally, and more specifically, demand for real estate and tourism in Hawaii;

• risks due to joint venture relationships;

• our ability to complete land development projects within forecasted time and budget expectations, if at all;

• our ability to obtain required land use entitlements at reasonable costs, if at all;

• our ability to compete with other developers of real estate in Maui;

• potential liabilities and obligations under various federal, state and local environmental regulations with respect to the presence of hazardous or toxic substances;

• changes in weather conditions, the occurrence of natural disasters, or threats of the spread of contagious diseases;

• our ability to maintain the listing of our common stock on the New York Stock Exchange;

• our ability to comply with funding requirements of our defined benefit pension plan;

• our ability to comply with the terms of our indebtedness, including the financial covenants set forth therein, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date;

• our ability to raise capital through the sale of certain real estate assets;

• risks related to reference rate reform

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• availability of capital on terms favorable to us, or at all; and

• failure to maintain security of internal and customer electronic information.

Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this 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 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 report. We qualify all of our forward-looking statements by these cautionary statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have no material exposure to changes in interest rates related to our borrowing and investing activities used to maintain liquidity and to fund business operations. We have no material exposure to foreign currency risks.

We are subject to potential changes in consumer behavior and regulatory risks through travel and social distancing restrictions due to our location as a vacation destination. Potential deferrals and abatements of tenant lease rents may impact our base and percentage rental income.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the three months ended March 31, 2021.

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PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Although we are subject to legal proceedings and other disputes from time to time in the ordinary course of business, including employment, environmental, and real property claims, we believe the outcome of all pending legal proceedings and other disputes in the aggregate will not have a material adverse effect on our business, results of operations, financial condition, or liquidity. However, regardless of the outcome, resolving legal proceedings and other disputes can have an adverse impact on us because of legal costs, diversion of management's time and resources, and other factors.

Item 1A. RISK FACTORS

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the three months ended March 31, 2021, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 6. EXHIBITS

31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Link Document

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MAUI LAND & PINEAPPLE COMPANY, INC.
May 3, 2021	/s/ Michael S. Hotta
Date	Michael S. Hotta
	Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)
32.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350. (2)
32.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350. (2)
101.INS	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema Document (1)
101.CAL	XBRL Taxonomy Extension Calculation Document (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (1)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (1)
101.PRE	XBRL Taxonomy Extension Presentation Link Document (1)

(1)         Filed herewith.

(2)         Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

21

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Warren H. Haruki, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2021
		/s/ WARREN H. HARUKI
	Name:	Warren H. Haruki
	Title:	Chairman & Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael S. Hotta, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2021
		/s/ Michael S. Hotta
	Name:	Michael S. Hotta
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Warren H. Haruki, Chairman & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ WARREN H. HARUKI

Warren H. Haruki

Chairman & Chief Executive Officer

(Principal Executive Officer)

Date: May 3, 2021

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Michael S. Hotta, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael S. Hotta

Michael S. Hotta

Chief Financial Officer

(Principal Financial Officer)

Date: May 3, 2021

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Apr. 21, 2021
Document Information [Line Items]
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Entity Central Index Key	0000063330
Trading Symbol	mlp
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		19,432,398
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	Common Stock, no par value

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Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 458,000	$ 869,000
Accounts receivable, net	1,493,000	1,362,000
Prepaid expenses and other assets	138,000	80,000
Assets held for sale	7,336,000	7,440,000
Total current assets	9,425,000	9,751,000
PROPERTY	51,988,000	51,956,000
Accumulated depreciation	(33,745,000)	(33,445,000)
Property, net	18,243,000	18,511,000
OTHER ASSETS
Deferred development costs	8,943,000	8,901,000
Other noncurrent assets	1,287,000	1,307,000
Total other assets	10,230,000	10,208,000
TOTAL ASSETS	37,898,000	38,470,000
CURRENT LIABILITIES
Accounts payable	985,000	899,000
Payroll and employee benefits	451,000	970,000
Long-term debt, current portion	800,000	200,000
Accrued retirement benefits, currernt portion	165,000	165,000
Deferred revenue, current portion	472,000	260,000
Other current liabilities	508,000	453,000
Total current liabilities	3,381,000	2,947,000
LONG-TERM LIABILITIES
Accrued retirement benefits	10,232,000	10,926,000
Other noncurrent liabilities	75,000	83,000
Total long-term liabilities	14,676,000	15,456,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,351,489 and 19,311,528 shares issued and outstanding	81,972,000	81,485,000
Additional paid-in-capital	9,184,000	9,184,000
Accumulated deficit	(49,838,000)	(48,904,000)
Accumulated other comprehensive loss	(21,477,000)	(21,698,000)
Total stockholders' equity	19,841,000	20,067,000
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	37,898,000	38,470,000
License [Member]
LONG-TERM LIABILITIES
Deferred revenue	1,733,000	1,767,000
Member Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue	$ 2,636,000	$ 2,680,000

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	43,000,000	43,000,000
Common stock, shares issued (in shares)	19,351,489	19,311,528
Common stock, shares outstanding (in shares)	19,351,489	19,311,528

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Condensed Consolidated Statements of Operations and Comprehensive Income Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
OPERATING REVENUES
Leasing	$ 1,801,000	$ 1,736,000
Total operating revenues	2,059,000	2,035,000
OPERATING COSTS AND EXPENSES
Leasing	840,000	776,000
General and administrative	719,000	760,000
Share-based compensation	349,000	425,000
Depreciation	300,000	323,000
Total operating costs and expenses	2,717,000	3,029,000
OPERATING LOSS	(658,000)	(994,000)
Other income	13,000
Pension and other post-retirement expenses	(116,000)	(117,000)
Interest expense	(33,000)	(46,000)
LOSS FROM CONTINUING OPERATIONS	(794,000)	(1,157,000)
Income (Loss) from discontinued operations, net	(140,000)	83,000
NET LOSS	(934,000)	(1,074,000)
Pension, net	221,000	206,000
TOTAL COMPREHENSIVE LOSS	$ (713,000)	$ (868,000)
EARNINGS (LOSS) PER COMMON SHARE-BASIC AND DILUTED
Loss from Continuing Operations (in dollars per share)	$ (0.04)	$ (0.06)
Income (Loss) from Discontinued Operations (in dollars per share)	(0.01)
Net Loss (in dollars per share)	$ (0.05)	$ (0.06)
Real Estate [Member]
OPERATING REVENUES
Operating revenues		$ 69,000
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	97,000	175,000
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	258,000	230,000
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	$ 412,000	$ 570,000

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2019	19,238,000
Balance at Dec. 31, 2019	$ 80,606	$ 9,184	$ (46,300)	$ (20,798)	$ 22,692
Share-based compensation (in shares)	68,000
Share-based compensation	$ 865	186			1,051
Vested restricted stock issued (in shares)	17,000
Vested restricted stock issued	$ 186	(186)
Shares canceled to pay tax liability (in shares)	(42,000)
Shares canceled to pay tax liability	$ (522)				(522)
Other comprehensive income - pension				206	206
Net loss			(1,074)		(1,074)
Balance at Mar. 31, 2020	81,135	9,184	(47,374)	(20,592)	22,353
Pension, net				206	206
Balance (in shares) at Mar. 31, 2020	19,281,000
Balance (in shares) at Dec. 31, 2020	19,312,000
Balance at Dec. 31, 2020	$ 81,485	9,184	(48,904)	(21,698)	20,067
Share-based compensation (in shares)	60,000
Share-based compensation	$ 748	163			911
Vested restricted stock issued (in shares)	14,000
Vested restricted stock issued	$ 163	(163)
Shares canceled to pay tax liability (in shares)	(34,000)
Shares canceled to pay tax liability	$ (424)				(424)
Other comprehensive income - pension				221	221
Net loss			(934)		(934)
Balance (in shares) at Mar. 31, 2021	19,352,000
Balance at Mar. 31, 2021	$ 81,972	9,184	(49,838)	(21,477)	19,841
Pension, net				$ 221	$ 221
Balance (in shares) at Mar. 31, 2021					19,351,489

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$ (513)	$ 1,453
CASH USED IN INVESTING ACTIVITIES
Payments for property and deferred development costs	(74)	(48)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt	600	700
Payments on long-term debt		(1,500)
Debt and common stock issuance costs and other	(424)	(522)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	176	(1,322)
NET (DECREASE) INCREASE IN CASH	(411)	83
CASH AT BEGINNING OF PERIOD	869	683
CASH AT END OF PERIOD	458	766
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$ 5	$ 14

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Supplemental Schedule of Non-Cash Financing Activities

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

● Common stock issued to certain members of the Company's management totaled $748,000 and $865,000 for the three months ended March 31, 2021 and 2020, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

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Note 1 - Basis of Presentation

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Significant Accounting Policies [Text Block]

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, collectively, the “Company”) in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company's Annual Report on Form

10

-K for the fiscal year ended

December 31, 2020,

and pursuant to the instructions to Form

10

-Q and Article 

8

promulgated by Regulation S-

X

of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do

not

include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company's financial position, results of operations and cash flows for the interim periods ended

March 31, 2021

and

2020.

The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company's Form

10

-K for the fiscal year ended

December 31, 2020.

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Note 2 - Use of Estimates and Reclassifications

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Use of Estimates and Reclassifications Disclosure [Text Block]

2. USE OF ESTIMATES AND RECLASSIFICATIONS

The Company's reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts

may

differ from these estimates. Amounts reflected in interim statements are

not

necessarily indicative of results for a full year.

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Note 3 - Shares - Basic and Diluted

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

3. SHARES – BASIC AND DILUTED

Basic and diluted weighted-average shares outstanding for the

three

months ended

March 31, 2021

and

2020

were

19,327,739

and

19,254,783,

respectively.

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss 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.

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Note 4 - Property

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY

Property at

March 31, 2021

and

December 31, 2020

consisted of the following:

	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		23,465		23,465
Machinery and equipment		10,485		10,476
Construction in progress		23		-
Total property		51,988		51,956
Less accumulated depreciation		33,745		33,445
Property, net	$	18,243	$	18,511

Land

Most of the Company's

22,800

acres of land were acquired between

1911

and

1932

and is carried in its consolidated balance sheets at cost. Approximately

20,700

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, a master-planned, destination resort and residential community located in West Maui encompassing approximately

3,000

acres. The Company's remaining

2,100

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 related 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 systems in West Maui. The majority of the Company's land improvements were constructed and placed in service in the mid-to-late

1970's

or conveyed in

2017.

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.

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Note 5 - Assets Held for Sale

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Assets Held-for-Sale and Real Estate Sales Disclosure [Text Block]

5. ASSETS HELD FOR SALE

Assets held for sale at

March 31, 2021

and

December 31, 2020

consisted of the following:

	March 31,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,978	$	2,978
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		4,202		4,306
Upcountry Maui, 630-acre parcel of agricultural land		156		156
	$	7,336	$	7,440

In

February 2020,

the Company entered into an agreement to sell the Kapalua Central Resort project for

$43.9

million. The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions, including a due diligence period ending on

July 15, 2021.

The closing date of the sale is expected to be

30

days after the last day of the due diligence period.

The Company entered into an Asset Purchase Agreement in

December 2019

to sell the PUC-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. In

March 2021,

the sale was approved by the State of Hawaii PUC subject to certain closing conditions of its Decision and Order. The sale, with net proceeds of

$4.2

million, was completed on

May 1, 2021. 

The results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets are reflected in Note

13.

The above assets held for sale have

not

been pledged as collateral under the Company's credit facility.

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Note 6 - Long-term Debt

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

6. LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company's

$15.0

million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”). The Credit Facility matures on

December 31, 2021.

Interest on borrowings is at LIBOR plus

3.50%,

or

3.62%

and

3.65%,

at

March 31, 2021

and

December 31, 2020,

respectively. The Company has pledged its

800

-acre Kapalua Mauka project and approximately

30,000

square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility's revolving commitment amount. There are

no

commitment fees on the unused portion of the Credit Facility.

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 a minimum liquidity (as defined) of

$2.0

million, a maximum of

$45.0

million in total liabilities, and a limitation on new indebtedness.

The Company was in compliance with the covenants under the Credit Facility as of

March 31, 2021.

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Note 7 - Share-based Compensation

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

7. SHARE-BASED COMPENSATION

The Company's directors, officers and certain members of management receive a portion of their compensation in shares of the Company's common stock granted under the Company's

2017

Equity and Incentive Award Plan (“Equity 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 Equity Plan. Restricted shares issued under the Equity 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.

Share-based compensation is determined and awarded annually to the Company's officers and certain members of management based on their achievement of certain predefined performance goals and objectives under the Equity 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

$349,000

and

$425,000

for the

three

months ended

March 31, 2021

and

2020,

respectively. Included in these amounts were

$163,000

and

$186,000

of restricted shares of common stock which vested during the

first

three

months of

2021

and

2020,

respectively.

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Note 8 - Accrued Retirement Benefits

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Retirement Benefits [Text Block]

8. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at

March 31, 2021

and

December 31, 2020

consisted of the following:

	March 31,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	8,112		$	8,790
Non-qualified retirement plans		2,285			2,301
Total		10,397			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	10,232		$	10,926

The Company has a defined benefit pension plan which covers substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In

2011,

pension benefits under the plan were frozen. The Company also has unfunded non-qualified retirement plans covering

nine

of its former executives. The non-qualified retirement plans were frozen in

2009

and future vesting of additional benefits was discontinued.

The net periodic benefit costs for pension and postretirement benefits for the

three

months ended

March 31, 2021

and

2020

were as follows:

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Interest cost	$	309		$	408
Expected return on plan assets		(414	)		(497	)
Amortization of net actuarial loss		221			206
Pension and other postretirement expenses	$	116		$	117

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Note 9 - Contract Assets and Liabilities

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

9. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were

$876,000,

$806,000,

and

$673,000

at

March 31, 2021,

December 31, 2020

and

December 31, 2019,

respectively.

Deferred club membership revenue

The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over

one

year.

Deferred license fee revenue

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective

April 1, 2020.

Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company's trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single payment royalty of

$2.0

million in

March 2020.

Revenue recognized on a straight-line basis over its estimated economic useful life of

15

years was

$33,000

for the

three

months ended

March 31, 2021.

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Note 10 - Income Taxes

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Income Tax Disclosure [Text Block]

10. INCOME TAXES

The Company uses 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. 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 basis of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance continues to be established for deferred income tax assets as of

March 31, 2021

and

December 31, 2020,

respectively.

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Note 11 - Reportable Operating Segments

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

11. REPORTABLE OPERATING SEGMENTS

The Company's reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company's Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments are as follows:

• Real Estate includes the planning, entitlement, development and sale of real estate inventory. The segment also included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort, through June 30, 2020.

• Leasing 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. 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.

The Company's reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses.

Reportable operating segment revenues and income for the

three

months ended

March 31, 2021

and

2020

were as follows:

	Three Months
	Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	69
Leasing		1,801			1,736
Resort amenities and other		258			230
Total Operating Segment Revenues	$	2,059		$	2,035
Operating Segment Income (Loss)
Real estate	$	(97	)	$	(106	)
Leasing		961			960
Resort amenities and other		(154	)		(340	)
Total Operating Segment Income	$	710		$	514

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Note 12 - Leasing Arrangements

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Lessor, Operating Leases [Text Block]

12. LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through

2048.

These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are

no

leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the

three

months ended

March 31, 2021

and

2020

were as follows:

	Three Months
	Ended March 31,
	(unaudited)
	2021		2020
	(in thousands)
Minimum rentals	$	757	$	697
Percentage rentals		117		266
Licensing fees		125		234
Other (primarily common area recoveries)		214		191
Total	$	1,801	$	1,736

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Note 13 - Discontinued Operations

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

13. DISCONTINUED OPERATIONS

The results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets for the

three

months ended

March 31, 2021

and

2020

were as follows:

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	598		$	740
Operating costs and expenses		(698	)		(657	)
Impairment loss		(40	)		-
Income (loss) from discontinued operations	$	(140	)	$	83

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Note 14 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

14. COMMITMENTS AND CONTINGENCIES

On

December 31, 2018,

the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company's Upcountry Maui wastewater treatment facility. The facility was built in the

1960's

to serve approximately

200

single-family homes developed for workers in the Company's former agricultural operations. The facility is made up of

two

1.5

-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a

$230,000

administrative penalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations and penalties.

The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolve and remediate the facility's wastewater effluent issues. The construction of additional leach fields was completed in

December 2020.

The installation of a surface aerator, sludge removal system, and natural pond cover, using water plants, were also completed during the

three

months ended

March 31, 2021.

The DOH is currently reviewing the test results of these corrective action plan items.  With these actions, the test results have been in compliance with applicable standards.

No

hearing date has been set since discussions with the DOH are ongoing.

The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and

no

provision has been made in the accompanying unaudited condensed consolidated interim financial statements.

There are various other claims and legal actions pending against the Company. The resolution of these other matters is

not

expected to have a material adverse effect on the Company's consolidated financial position or results of operations after consultation with legal counsel.

Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-

19

has caused and is likely to continue to have an adverse impact on economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism. Notwithstanding the administration of vaccines to residents and visitors to Maui, the duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. The Company's future business operations, including the results of operations, cash flows and financial position will be significantly affected should the existence of the COVID-

19

pandemic continue for an extended period.

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Note 15 - Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

15. FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in

one

of the following

three

categories:

Level

1:

Quoted market prices in active markets for identical assets or liabilities.

Level

2:

Observable market based inputs or unobservable inputs that are corroborated by market data.

Level

3:

Unobservable inputs that are

not

corroborated by market data.

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The fair value of income tax receivables approximate their carrying value due to the certainty of collection or short-term nature of the instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt, which approximated fair value, was

$800,000

and

$200,000

(audited) at

March 31, 2021

and

December 31, 2020,

respectively. The fair value of debt was measured using the level

2

inputs, noted above.

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Note 16 - Recent Accounting Pronoucements

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

16. RECENT ACCOUNTING PRONOUNCEMENTS

In

June 2016,

the FASB issued ASU

2016

-

13

to update the methodology used to measure current expected credit losses (“CECL”). This ASU apples to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. This ASU requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. ASU

2019

-

10

was subsequently issued delaying the effective date to the

first

quarter of

2023.

The Company is in the process of assessing the impact of the ASU on its consolidated financial statements.

In

December 2019,

the FASB issued ASU

2019

-

12

to simplify the accounting in ASC Topic

740,

Income Taxes

. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC Topic

740.

This ASU was effective beginning in the

first

quarter of

2021

with early adoption permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. The ASU did

not

have a significant impact on the Company's consolidated financial statements and related disclosures.

In

March 2020,

the FASB issued ASU

2020

-

04

as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform (ASC Topic

848

) on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective through

December 31, 2022.

Management is evaluating its impact on the Company's consolidated financial statements and related disclosures, if elected.

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Note 4 - Property (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Property, Plant and Equipment [Table Text Block]

	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		23,465		23,465
Machinery and equipment		10,485		10,476
Construction in progress		23		-
Total property		51,988		51,956
Less accumulated depreciation		33,745		33,445
Property, net	$	18,243	$	18,511

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Note 5 - Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

	March 31,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,978	$	2,978
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		4,202		4,306
Upcountry Maui, 630-acre parcel of agricultural land		156		156
	$	7,336	$	7,440

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Note 8 - Accrued Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	March 31,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	8,112		$	8,790
Non-qualified retirement plans		2,285			2,301
Total		10,397			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	10,232		$	10,926

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Interest cost	$	309		$	408
Expected return on plan assets		(414	)		(497	)
Amortization of net actuarial loss		221			206
Pension and other postretirement expenses	$	116		$	117

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Note 11 - Reportable Operating Segments (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months
	Ended March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	69
Leasing		1,801			1,736
Resort amenities and other		258			230
Total Operating Segment Revenues	$	2,059		$	2,035
Operating Segment Income (Loss)
Real estate	$	(97	)	$	(106	)
Leasing		961			960
Resort amenities and other		(154	)		(340	)
Total Operating Segment Income	$	710		$	514

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Note 12 - Leasing Arrangements (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Operating Lease, Lease Income [Table Text Block]

	Three Months
	Ended March 31,
	(unaudited)
	2021		2020
	(in thousands)
Minimum rentals	$	757	$	697
Percentage rentals		117		266
Licensing fees		125		234
Other (primarily common area recoveries)		214		191
Total	$	1,801	$	1,736

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Note 13 - Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Three Months Ended
	March 31,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	598		$	740
Operating costs and expenses		(698	)		(657	)
Impairment loss		(40	)		-
Income (loss) from discontinued operations	$	(140	)	$	83

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Supplemental Schedule of Non-Cash Financing Activities (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock Issued	$ 748,000	$ 865,000

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Note 3 - Shares - Basic and Diluted (Details Textual) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Weighted Average Number of Shares Outstanding, Basic and Diluted (in shares)	19,327,739	19,254,783

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Note 4 - Property (Details Textual) - Land [Member]	3 Months Ended
	Mar. 31, 2021 a
Area of Land (Acre)	22,800
West Maui [Member]
Area of Land (Acre)	20,700
Area of Elevation from Sea	5,700
West Maui [Member] | Kapalua Resort [Member]
Area of Land (Acre)	3,000
Area of Land Designated (Acre)	900
Upcountry Maui [Member]
Area of Land (Acre)	2,100

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Note 4 - Property - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, plant and equipment, gross	$ 51,988	$ 51,956
Less accumulated depreciation	33,745	33,445
Property, net	18,243	18,511
Land [Member]
Property, plant and equipment, gross	5,072	5,072
Land Improvements [Member]
Property, plant and equipment, gross	12,943	12,943
Building [Member]
Property, plant and equipment, gross	23,465	23,465
Machinery and Equipment [Member]
Property, plant and equipment, gross	10,485	10,476
Construction in Progress [Member]
Property, plant and equipment, gross	$ 23

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Note 5 - Assets Held for Sale (Details Textual) - USD ($) $ in Millions	May 01, 2021	Feb. 29, 2020
Subsequent Event [Member] | PUC-regulated Assets of Kapalua Water Company, Ltd and Kapalua Waste Treatment Company, Ltd [Member]
Proceeds from Sale of Productive Assets, Total	$ 4.2
Kapalua Central Resort Project [Member]
Receivables, Long-term Contracts or Programs, Total		$ 43.9

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Note 5 - Assets Held for Sale - Assets Held for Sale (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets held for sale	$ 7,336,000	$ 7,440,000
Kapalua Central Resort Project [Member] | Kapalua Resort [Member]
Assets held for sale	2,978,000	2,978,000
Kapalua Water Company and Kapalua Waste Treatment Company [Member] | Kapalua Resort [Member]
Assets held for sale	4,202	4,306
630-Acre Parcel Of Agricultural Land [Member] | Upcountry Maui [Member]
Assets held for sale	$ 156,000	$ 156,000

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Note 5 - Assets Held for Sale - Assets Held for Sale (Details) (Parentheticals) - a	Mar. 31, 2021	Dec. 31, 2020
Kapalua Central Resort Project [Member] | Kapalua Resort [Member]
Area of real estate (Acre)	46	46
630-Acre Parcel Of Agricultural Land [Member] | Upcountry Maui [Member]
Area of real estate (Acre)	630	630

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Note 6 - Long-term Debt (Details Textual) - First Hawaiian Bank Revolving Line of Credit [Member] - Revolving Credit Facility [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) ft² a Rate	Dec. 31, 2020
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000
Debt Instrument, Interest Rate, Effective Percentage	3.62%	3.65%
Line of Credit Facility, Commitment Fee Amount	$ 0
Debt Instrument, Covenant, Required Minimum Liquidity	2,000
Debt Instrument, Covenant, Maximum Total Liabilities	$ 45,000
Kapalua Mauka [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Acre) | a	800
Kapalua Resort [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Acre) | ft²	30,000
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate (Rate) | Rate	3.50%

XML

Note 7 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Share-based Payment Arrangement, Expense	$ 349,000	$ 425,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)			3 years
Share-based Payment Arrangement, Expense	$ 163,000	$ 186,000

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Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Defined benefit pension plan	$ 10,397	$ 11,091
Less current portion	(165)	(165)
Non-current portion of accrued retirement benefits	10,232	10,926
Pension Plan [Member] | Qualified Plan [Member]
Defined benefit pension plan	8,112	8,790
Supplemental Employee Retirement Plan [Member] | Nonqualified Plan [Member]
Defined benefit pension plan	$ 2,285	$ 2,301

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Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Interest cost	$ 309	$ 408
Expected return on plan assets	(414)	(497)
Amortization of net actuarial loss	221	206
Pension and other postretirement expenses	$ 116	$ 117

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Note 9 - Contract Assets and Liabilities 1 (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Contract with Customer, Receivable, after Allowance for Credit Loss, Total	$ 876,000	$ 806,000		$ 673,000
License [Member]
Contract with Customer, Liability, Noncurrent	1,733,000	$ 1,767,000	$ 2,000,000
Contract with Customer, Liability, Revenue Recognized	$ 33,000

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Note 9 - Contract Assets and Liabilities 2 (Details Textual)	Mar. 31, 2021	Mar. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | License [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)		15 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year

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Note 11 - Reportable Operating Segments - Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating income (loss)	$ (658)	$ (994)
Operating Segments [Member]
Operating revenues	2,059	2,035
Operating income (loss)	710	514
Operating Segments [Member] | Real Estate Segment [Member]
Operating revenues		69
Operating income (loss)	(97)	(106)
Operating Segments [Member] | Leasing Segment [Member]
Operating revenues	1,801	1,736
Operating income (loss)	961	960
Operating Segments [Member] | Resort Amenities Segment [Member]
Operating revenues	258	230
Operating income (loss)	$ (154)	$ (340)

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Note 12 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Minimum rentals	$ 757	$ 697
Percentage rentals	117	266
Licensing fees	125	234
Other (primarily common area recoveries)	214	191
Leasing	$ 1,801	$ 1,736

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Note 13 - Discontinued Operations - Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating revenues	$ 598	$ 740
Operating costs and expenses	(698)	(657)
Impairment loss	(40)
Income (loss) from discontinued operations	$ (140)	$ 83

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Note 14 - Commitments and Contingencies (Details Textual)	Dec. 31, 2018 USD ($)
Notice and Finding of Violation and Order [Member]
Loss Contingency, Damages Sought, Value	$ 230,000

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Note 15 - Fair Value Measurements (Details Textual) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 2 [Member]
Long-term Debt, Total	$ 800,000	$ 200,000