mlp20211231_10k.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2021

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

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Hawaii (State or other jurisdiction of incorporation or organization)	99-0107542 (IRS Employer Identification No.)
200 Village Road Lahaina, Maui, Hawaii 96761 (Address of principal executive offices) (Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without Par Value	MLP	NYSE

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 ☐

Non-accelerated filer ☒

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 company has filed an attestation report regarding management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accountants that audited the company’s financial statements. ☐

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

$73,505,704 (Aggregate market value of common stock held by non-affiliates of the company on June 30, 2021)	19,433,451 (Number of shares of common stock outstanding at February 9, 2022)

Portions of registrant’s Proxy Statement for registrant’s 2022 Annual Meeting of Shareholders are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K (Documents incorporated by reference)

Table of Contents

This Annual Report on Form 10-K for the year ended December 31, 2021 (this “Annual Report”), filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission (“SEC”), contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this Annual Report and can be identified by words such as “anticipate,” “believe,” “continue” or “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” or “would,” or the negative or other variations thereof or comparable terminology. In particular, forward-looking statements contained in this Annual Report relate to, among other things, our future events, future financial performance, results of operations, strategic plans and objectives, and recent accounting pronouncements. We caution you that the foregoing list may not include all of the forward-looking statements made in this Annual Report. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from those that we are currently expecting, and are subject to considerable risks and uncertainties impacted by various factors, including the following, without limitation:

The forward-looking statements contained in this Annual Report are based on management’s current plans, estimates and expectations in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. Actual results may differ materially from our expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within this Annual Report, our quarterly reports on Form 10-Q, and in the other reports we file 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 Annual Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Annual Report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report.

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

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 included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort through August 2020.

• Leasing—Our leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names, management of potable and non-potable water systems in West and Upcountry Maui, and stewardship and conservation efforts.

• 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.

For additional information and operating results related to the above business segments refer to the section entitled “General Development of Business” in this Item 1 and in Note 10 to our financial statements set forth in Item 8 of this Annual Report.

Our Real Estate segment includes all land planning, entitlement, development and sales activities of our landholdings on Maui. Our principal real estate development is the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. The following is a summary of our landholdings in acres as of December 31, 2021:

Revenues from our Real Estate segment totaled $3.4 million, or approximately 27% of our total operating revenues for the year ended December 31, 2021.

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

We have approximately 1,200 acres of land on Maui that are in various stages of the development process. The following is a summary of our development projects as of December 31, 2021:

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

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

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

Our Leasing segment operations include commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to stewardship and conservation efforts.

Revenues from our Leasing segment totaled $8.1 million, or approximately 65% of our total operating revenues for the year ended December 31, 2021.

Commercial and Industrial Leases – We are the owner and lessor of approximately 184,000 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities. The following summarizes information related to our commercial and industrial leases as of December 31, 2021:

Agricultural Leases – We are the lessor of approximately 6,000 acres of diversified agriculture, renewable energy, eco tours, and activities land leases in West and Upcountry Maui.

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

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

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

Our Leasing segment operations are highly sensitive to economic conditions including tourism and consumer spending levels and faces substantial competition from other property owners in Maui and Hawaii. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand for our potable and non-potable water.

Revenues from our Resort Amenities segment totaled $0.9 million, or approximately 8% of our total operating revenues for the year ended December 31, 2021.

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

As of December 31, 2021, we had nine employees, none of whom are members of a collective bargaining group.

A Code of Business Conduct and Ethics applies to all directors and employees. We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors.

An executive compensation program is designed and administered by the Compensation Committee of the Board of Directors. The program includes annual and long-term incentive compensation plans for certain of the Company’s executive officers. Payouts are payable in common stock and are based on achieving predetermined thresholds under various performance measurements. An advisory vote of shareholders is cast annually on the compensation paid to our named executive officers.

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

Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investing in the Company’s common stock involves substantial risk. The Company’s stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the SEC from time to time. If any of these risks are realized, our business, financial condition, results of operations, liquidity and prospects could be materially and adversely affected. In that case, the value of the Company’s common stock could decline, and stockholders may lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business. Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. For additional information, refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report.

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

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

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

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

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

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

The COVID-19 pandemic, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow.

The spread of a highly infectious or contagious disease, such as COVID-19 and its variants, has caused and could continue to cause severe disruptions in the U.S. economy, which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The COVID-19 pandemic has caused significant disruption in business activity and financial markets both globally and in the United States. Many states and localities have imposed limitations on commercial activity and public gatherings and events, as well as moratoria on evictions. Concern regarding the spread of COVID-19 may continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, increased unemployment, restrictions on travel, reduced tourism to Maui, reduced real estate development activity and overall economic and financial market instability, all of which may result in a decrease in our business, financial condition and results of operations. Such conditions are likely to exacerbate many of the risks described elsewhere in this section. Therefore, to the extent that economic activity, travel, real estate development and business conditions are impacted, our business, financial condition, results of operations and cash flows could be materially adversely affected. If related government restrictions impact the buyers’ determinations during the respective due diligence periods, the sales of these assets may be adversely impacted.

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

Our businesses are dependent on attracting visitors to the Kapalua Resort, to the island of Maui, and to the State of Hawaii as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as worldwide economic uncertainty and weakness, the level of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, and events in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition and results of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the threat, or perceived threat, of the spread of contagious diseases, such as COVID-19 and its variants, could negatively affect a potential visitor’s choice of vacation destination or second home location or result in travel bans that could, as a result, have a material adverse impact on our business, financial condition and results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We maintain various insurance coverages for our business. We have engaged experts to assist us in the determination of our insurance policy terms, including coverage limits and deductibles, based on an evaluation of the level of potential risk, exposure and costs involved. This may result in insurance coverage that may not be sufficient to cover the full value of our losses in certain catastrophic or unforeseen circumstances. In addition, securing coverage in the event we file a claim under our insurance policies may involve substantial time, effort, resources, and the risk that the insurance carrier may deny or dispute coverage under the policy. Under such circumstances, we may not receive insurance proceeds or the insurance proceeds we receive may not fully cover business interruptions or losses and our operating results, liquidity and financial condition could be adversely affected.

Unauthorized use of our trademarks could negatively impact our businesses.

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

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

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

The regulatory boards and government agencies that determine financial accounting standards and disclosures in the U.S., including the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) (collectively, the “Boards”) and the SEC, continually change and update the financial accounting standards we must follow.

Any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems and to update our policies, procedures, information systems, and internal controls over financial reporting, could result in materially inaccurate financial statements, which in turn could harm our operating results or cause us to fail to meet our reporting obligations. The adoption of new accounting standards could also affect the calculation of our credit facility covenants. We cannot be assured that we will be able to work with our lenders to amend our credit facility covenants in response to changes in accounting standards.

Security incidents through cyber-attacks, cyber intrusions, or other methods could disrupt our information technology networks and related systems, cause a loss of assets or loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could result in substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.

Information technology, communication networks, and related systems are essential to the operation of our business. We use these systems to manage our tenant, vendor and customer relationships, internal communications, accounting and record-keeping systems, and many other key aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks, which also depend on the strength of our procedures and the effectiveness of our internal controls.

A security incident may occur through physical break-ins, breaches of our secure network by an unauthorized party, software vulnerabilities, malware, computer viruses, attachments to emails, employee theft or misuse, social engineering, or inadequate use of security controls. Outside parties may attempt to fraudulently induce our employees to disclose sensitive information or transfer funds via illegal electronic spamming, phishing, spoofing or other tactics. Additionally, cyber attackers can develop and deploy malware, credential theft or guessing tools, and other malicious software programs to gain access to sensitive data or fraudulently obtain assets we hold.

We have implemented security measures to safeguard our systems and data and to manage cyber security risk. We monitor and develop our information technology networks and infrastructure and invest in the development and enhancement of our controls designed to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have a security impact. We conduct periodic security awareness trainings for our employees to educate them on how to identify and alert management regarding phishing emails, spoofed or manipulated electronic communications, and other critical security threats. We have implemented internal controls around our treasury function including enhanced payment authorization procedures, verification requirements for new vendor set-up and vendor information changes and bolstered outgoing payment notification processes and account reconciliation procedures.

While, to date, we are not aware of having experienced a significant security incident or cyber-attack, there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a security incident.

A principal reason that we cannot provide absolute protection from security incidents is that it may not always be possible to anticipate, detect, or recognize threats to our systems, or to implement effective preventive measures against all security incidents due to, among other things, the frequent change in techniques used in cyber-attacks, which may not be recognized until launched, and the wide variety of sources from which a cyber-attack can originate. We may not be able to immediately address the consequences of a security incident due to a cyber-attack.

The extent of a particular cyber-attack and the steps that we may need to take to investigate the attack may not be immediately clear. Therefore, in the event of an attack, it may take a significant amount of time before such an investigation can be completed. During an investigation, we may not necessarily know the extent of the damage incurred or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, which could further increase the costs and consequences of a cyber-attack.

Even if we are not targeted directly, cyber-attacks on the U.S. government, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, and other third parties with whom we do business, could disrupt our normal business operations and networks.

We maintain insurance to protect ourselves against certain losses incurred in the event of a security incident or disruption of our information systems. However, we cannot be certain that the coverage will be adequate to compensate us for all damages that may arise. In addition, we cannot be certain that such insurance coverages will remain available to us in the future on commercially reasonable terms, or at all.

We have entered into a credit agreement for a $15.0 million revolving line of credit facility with a bank. The credit facility has a maturity date of December 31, 2025 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations, and adversely affect our operations and financial results.

The terms of our credit facility include covenants requiring among other things, a minimum of $2.0 million in liquidity (as defined), a maximum of $45.0 million in total liabilities and a limitation on new indebtedness. Our ability to continue to borrow under our credit facility to fund our business initiatives depends upon our ability to comply with these covenants.

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

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

In 2021, the low and high share prices of our common stock ranged from $9.24 to $12.80. Our stock price has been, and may continue to be, subject to significant volatility. Among others, including the risks and uncertainties discussed in this Annual Report, the following factors, some of which are out of our control, may cause the market price of our common stock to continue to be volatile:

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

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

As of January 28, 2022, affiliates of our company owned, in the aggregate, approximately 65% of our outstanding shares. As a result, if these affiliates were to oppose a third party’s acquisition proposal for, or a change in control of, the Company, these affiliates may have sufficient voting power to be able to block or at least delay such an acquisition or change in control from taking place, even if other shareholders would support such a sale or change of control.

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

The average daily trading volume in our common stock for the year ended December 31, 2021, was approximately 22,000 shares. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of our common stock may be made more volatile because of the relatively low volume of trading in our common stock. When trading volume is low, significant price movement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses.

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

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

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

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

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

Most of our land was acquired from 1911 to 1932 and, accordingly, has a relatively low cost basis. The following is a summary of our landholdings as of December 31, 2021:

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

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

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

In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions. Terms of the agreement include a due diligence period of 120 days and a closing date no later than March 31, 2022.

We own our corporate office located in the Kapalua Resort. We believe our facilities are suitable and adequate for our business and have sufficient capacity for the purposes for which they are currently being used or intended to be used. For additional information, refer to the section entitled “Business” in this Annual Report.

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 our Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in our 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 we continue 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 as of December 31, 2020. Additionally, the installation of a surface aerator, sludge removal system, and natural pond cover using water plants was completed in 2021. Our continued testing of wastewater effluent consistently returns results within the allowable ranges. We are in compliance with all of the required standards. No hearing date has been set as discussions with the DOH are still ongoing to address any other matters regarding the Order.

We have accrued approximately $23,000 related to the administrative penalty at December 31, 2021. We are presently unable to estimate the remaining amount, or range of amounts, of any probable liability, if any, related to the Order and no additional provision has been made in the accompanying financial statements.

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

Our common stock is traded on the NYSE under the symbol “MLP.” Our ability to declare dividends is restricted by the terms of our credit agreement. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. As of February 9, 2022, there were 225 shareholders of record of our common stock, which do not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.

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

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

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

Real estate operating revenues include the sales of real estate inventory and sales commissions from resales of properties by our wholly owned subsidiary, Kapalua Realty Company, Ltd.

In May 2021, we sold the property commonly known as the Steeple House located in the Kapalua Resort for $1.8 million. The sale included the fee simple interest of the 1.1 acre parcel as well as buildings and improvements located on the property.

In June 2021, we sold and granted to a conservation organization a perpetual, non-exclusive conservation easement consisting of approximately 791 acres of unimproved land in Honolua Valley for $0.9 million. This easement permits the buyer right of entry to perform improvements to enhance and improve conservation and preservation efforts to the property. Limited commercial activity relating to conservation education, guided hikes and eco-tourism site visits are permitted.

In November 2021, we received twelve residential workforce housing credits valued at $0.6 million pursuant to Maui County Code Section 2.96.050 from the buyer of a 5.27 acre parcel located in Kapalua, also known as Site 6-0. As a condition of the sale in 2016, the buyer of the parcel was required to transfer these credits within five years of closing.

In December 2021, we sold to the County of Maui the fee simple interest in a 1.065 acre property in West Maui, otherwise known as Lot B-1 of the Gorilla Foundation Subdivision, for $0.1 million.

In December 2020, we sold to the County of Maui a 5.1 acre, agricultural zoned parcel in West Maui for $0.6 million expanded storage capacity of its recycled water system.

During the six months ended June 30, 2020, Kapalua Realty Company, Ltd., provided licensed, general brokerage services for properties in the Kapalua Resort and surrounding areas. We earned sales commissions of $0.2 million during the year ended December 31, 2020. 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. Under terms of the license agreement, monthly royalty fees are received for the use of certain of our trademarks. No sales commissions were earned during the year ended December 31, 2021.

Real estate development expenditures were $0.1 million and $0.4 million during the years ended December 31, 2021 and 2020, respectively.

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

Leasing operating revenues for the year ended December 31, 2021, were comprised of $6.2 million from commercial, industrial, and agricultural leases, $0.7 million of licensing fees from our registered trademarks and trade names, and $1.2 million from potable and non-potable water system sales. This compares to $4.3 million from commercial, industrial, and agricultural leases, $0.5 million of licensing fees from our registered trademarks and trade names, and $1.1 million from potable and non-potable water system sales for the year ended December 31, 2020.

The increase in leasing operating revenues for the year ended December 31, 2021, compared to the year ended December 31, 2020, was primarily due to higher percentage rental income from our commercial leasing portfolio. Certain rental income is contingent upon the sales of the tenant exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. Percentage rental income was $1.5 million and $0.4 million during the years ended December 31, 2021 and 2020, respectively. The impact of COVID-19 travel restrictions and social distancing measures reduced visitor traffic on the island of Maui which affected tenants’ sales in 2020. Rent abatements of $0.4 million were granted to tenants during 2020.

The increase in leasing operating costs and expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020, was primarily due to higher repairs and maintenance costs for our commercial leasing portfolio properties. In addition, expenses related to the repair of non-potable irrigation ditch and transmission systems damaged from Tropical Storm Olivia in October 2018 were reduced by insurance reimbursements of $0.2 million in 2020.

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

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, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or 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 and other resort amenities.

Kapalua Club membership dues rates were increased for the year ended December 31, 2021 to offset higher contracted fee expenses. During a portion of the year ended December 31, 2020, access to certain facilities and amenities was restricted due to public health measures and regulations related to COVID-19. As a result of these facility closures, a partial refund of member dues was issued resulting in lower than anticipated operating revenues in 2020.

Contracted fee expenses correspondingly increased for the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to higher contracted golf course fees charged to the Company.

Member dues may be affected in future periods depending on the impact of COVID-19 on public health measures and travel regulations.

We held a 51% ownership interest in Kapalua Bay Holdings, LLC (“KBH”). In 2009, the investment was written down to zero. In May 2020, as part of the dissolution of KBH, we received $0.9 million as a return of cash collateral related to an owner-controlled insurance program. We received final closing distribution of $13,000 from KBH in March 2021.

In November 2021, the Company signed a purchase agreement with an insurer to annuitize the scheduled pension payments of 384 participants currently receiving benefits. Approximately $10.4 million was paid to the insurer from plan assets for the group annuity contract. A settlement charge of $4.3 million was recognized in pension expense as a result of the annuity purchase.

In 2021 and 2020, our interest expense was approximately $0.1 million. At December 31, 2021 and 2020, the interest rate on our Credit Facility with First Hawaiian Bank was 2.12% and 3.65%, respectively.

In December 2019, we entered into an Asset Purchase Agreement (“Agreement”) to sell the assets of Kapalua Water Company, Ltd. (“KWC”) and Kapalua Waste Treatment Company, Ltd. (“KWT”) located in the Kapalua Resort subject to certain closing conditions, including completion of due diligence and approval by the State of Hawaii Public Utilities Commission (“PUC”). As part of the agreement, the purchaser commited to serve the future expansion areas of Kapalua as they are developed. In return, we agreed to deliver water from our wells and ditches to certain delivery points at defined rates over an initial period of 20 years from the date of closing. The purchase price did not include approximately $3.6 million of water system infrastructure and other related assets conveyed to us by the owner of a 125-acre portion of the Kapalua Mauka project.

Upon entering the Agreement, these assets were classified as held for sale, written down to their fair value, and included in discontinued operations for the years ended December 31, 2021 and 2020.

In March 2021, the sale was approved by the PUC subject to certain closing conditions of its Decision and Order. The Company received net proceeds of approximately $4.2 million upon closing of the sale in May 2021.

In March 2020, the Governor of the State of Hawaii issued “stay-at-home” orders for its residents and visitors, followed by subsequent “safer-at-home” and “act with care” proclamations in response to the COVID-19 pandemic. In addition, the Governor issued emergency proclamations, pursuant to which all transpacific passengers into the State of Hawaii were required to self-quarantine upon entry. Beginning in October 2020, travelers to the State of Hawaii were able avoid the 10-day quarantine requirement under a pre-travel testing program by presenting a proof of a negative result from a valid COVID-19 Nucleic Acid Amplification Test. Throughout the year ended December 31, 2021, several state and local laws have eased social distancing guidelines and travel restrictions, including the elimination of quarantine restrictions for domestic travelers by providing evidence of full vaccination.

However, the ongoing impacts and disruptions caused by the COVID-19 pandemic in the geographic region in which we operate remain uncertain as of the date of this filing. State and local regulations and measures, including physical distancing, capacity, and proof of vaccination requirements at certain establishments, are periodically adjusted based on public health data such as positivity rates, vaccination counts, and hospital occupancies. The extent to which the COVID-19 pandemic will impact our business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than prior versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs.

We continue to monitor the effects of the COVID-19 pandemic on us, our customers, and our vendors. While we are not able to accurately predict the magnitude or scope of such impacts at this time, 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. Appropriate remote work arrangements continue to be established for our employees in order to maintain our financial reporting systems.

We had cash on hand of $5.6 million and $0.9 million as of December 31, 2021 and 2020, respectively. We also had $15.0 million and $14.8 million of available credit under a $15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”) as of December 31, 2021 and 2020, respectively.

On December 23, 2021, we executed a Fourth Loan Modification Agreement and Second Amended and Restated Credit Agreement (“Agreements”) extending the maturity date of the Credit Facility to December 31, 2025. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged 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 December 31, 2021, we were in compliance with the covenants under the Credit Facility.

Net cash flow provided by our operating activities totaled $1.4 million for the year ended December 31, 2021. Interest payments on our long-term debt totaled $9,000 for the year ended December 31, 2021.

Minimum funding contributions of $0.6 million were made to our defined benefit pension plan in January 2021. We made an additional voluntary contribution of $1.0 million to the plan in August 2021. We are not required to make any additional contributions in 2022.

In December 2021, the Company entered into a purchase and sale agreement in an amount of $40.0 million for a 46-acre parcel located within Kapalua Central Resort. The sale is subject to customary diligence and closing conditions. We anticipate the transaction to close no later than March 31, 2022.

In February 2022, we entered into an agreement to sell a 646-acre parcel located in Upcountry Maui for $9.7 million. Terms of the agreement include a 30-day due diligence period, a closing date 30 days after the last day of the due diligence period, and other customary closing conditions. A $2.0 million refundable deposit was received into escrow.

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

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

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

As of December 31, 2021, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Because we were a smaller reporting company, as defined in Item 10(f)(1) of SEC Regulation S-K in 2021, we are not required to provide the information required by this Item.

To the Board of Directors and Stockholders of
Maui Land & Pineapple Company, Inc.

We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The Company has multiple revenue streams including real estate sales; leasing and licensing arrangements; and resort amenities, which are recognized upon transfer of goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

Significant judgment is exercised by management in determining revenue recognition for these customer agreements, and may include the following:

● Determination of whether agreements entered into by the Company are contracts with a customer that would be assessed under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, or lease contracts that would be assessed under ASC Topic 842, Leases.

● Determination of whether there is a single or multiple, distinct performance obligation for goods or services to be provided.

● Identification and treatment of contract terms that may impact the timing and amount of revenue recognized.

● Determination of stand-alone selling prices for each distinct performance obligation and for goods and services that are not sold separately.

Given the factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer and lease agreements was extensive and involved subjective estimation and complex auditor judgment.

Our audit procedures over revenue recognition and disclosures included the following:

● We obtained an understanding, evaluated the design and implementation of internal controls that address the risks of material misstatement relating to revenue recognized for various revenue streams, including for unique transactions.

● We evaluated management’s significant accounting policies related to these customer agreements for reasonableness.

● For significant agreements, we obtained and read the agreements, and evaluated management’s assumptions used to identify appropriate contracts with customers, identify performance obligations and stand-alone prices for each distinct performance obligation, identify unique contract terms that may impact the timing and amount of revenue recognized, identify the pattern of delivery, and appropriateness of management’s application of accounting policies in accordance with Topics ASC 606 and 842.

The Company is party to claims that arise in the normal course of business. Contingent liabilities are recorded in the consolidated financial statements when management determines it is probable that a liability has been incurred and the amount can be reasonably estimated. This determination requires significant judgment by management.

In assessing whether the Company should accrue a liability in its consolidated financial statements as a result of the claims, the Company considers various factors, including the legal and factual circumstances of the claims and advisement from legal counsel. As discussed in Note 12 to the consolidated financial statements, the Company’s management determined an initial accrual was necessary. Management is unable to estimate the remaining amount or range of amounts, of any additional probable liability, if any, related to the claims.

We identified these potential contingent liabilities and disclosures as a critical audit matter because evaluating the likelihood of potential outcomes involves significant judgment by management. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the Company’s assertion that an additional loss is not probable and reasonably estimable as of December 31, 2021.

Our audit procedures related to the potential contingent liabilities and disclosures included the following:

● We obtained an understanding, evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the claims and approval of the accounting treatment based on the most recent facts and circumstances.

● We obtained and evaluated legal confirmations from the Company’s external legal counsel involved in the claims confirming the facts and circumstances of the claims and to understand the basis for the management’s conclusion that any additional losses from the claims are not probable and reasonably estimable as of December 31, 2021.

● We evaluated the accuracy and completeness of management’s disclosures in the consolidated financial statements by comparing the disclosures to the management’s internal analysis of the claims and known facts of the claims based on the information provided by the Company’s external legal counsel.

The Company has defined benefit retirement plans that require actuarial valuations to determine estimated benefit obligations and related amounts reported in the Company’s consolidated financial statements as of and for the year ended December 31, 2021. Management engages actuarial specialists to perform the valuation and provides the specialists the assumptions used to measure the amounts reported in the consolidated financial statements and disclosures in the notes to the consolidated financial statements. In 2021, the Company annuitized the scheduled pension payments of 384 participants in its pension plans. This transaction resulted in settlement adjustments with a material effect on the Company’s consolidated financial statements.

We identified the valuation of the accumulated retirement benefit obligation as a critical audit matter because of the highly judgmental nature of actuarial assumptions made by management and the unique settlement in 2021. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures over the settlement.

Our audit procedures accrued retirement benefits and related amounts and disclosures included the following:

● We obtained an understanding, evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the determination of the actuarial assumptions used in calculating accrued retirement benefits and related amounts.

● We evaluated the reasonableness of the methods and significant assumptions used by management and assessed the work and competency of the third-party actuarial specialists engaged by management.

● We evaluated the management specialist’s reports related to the settlement transaction for accuracy and reasonableness.

	December 31,
	2021			2020
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash	$	5,596		$	869
Accounts receivable, net		1,103			1,362
Prepaid expenses and other assets		333			80
Assets held for sale		3,144			7,440
Total Current Assets		10,176			9,751
PROPERTY & EQUIPMENT
Land		5,063			5,072
Land improvements		12,943			12,943
Buildings		22,869			23,465
Machinery and equipment		10,360			10,476
Total Property & Equipment		51,235			51,956
Less accumulated depreciation		(34,237	)		(33,445	)
Property, net		16,998			18,511
OTHER ASSETS
Deferred development costs		9,564			8,901
Other noncurrent assets		1,181			1,307
Total Other Assets		10,745			10,208
TOTAL ASSETS	$	37,919		$	38,470

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	580		$	899
Payroll and employee benefits		949			970
Long-term debt, current portion		-			200
Accrued retirement benefits, current portion		142			165
Deferred revenue, current portion		217			260
Other current liabilities		509			453
Total Current Liabilities		2,397			2,947
LONG-TERM LIABILITIES
Accrued retirement benefits		7,937			10,926
Deferred revenue		1,633			1,767
Deposits		2,309			2,680
Other noncurrent liabilities		53			83
Total Long-Term Liabilities		11,932			15,456
TOTAL LIABILITIES		14,329			18,403

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock--no par value, 43,000,000 shares authorized; 19,383,288 and 19,311,528 shares issued and outstanding at December 31, 2021 and 2020, respectively		82,378			81,485
Additional paid in capital		9,184			9,184
Accumulated deficit		(52,324	)		(48,904	)
Accumulated other comprehensive loss		(15,648	)		(21,698	)
Total Stockholders’ Equity		23,590			20,067
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	37,919		$	38,470

	Years Ended December 31,
	2021			2020
	(in thousands except per
	share amounts)
OPERATING REVENUES
Real estate	$	3,400		$	772
Leasing		8,103			5,948
Resort amenities and other		940			820
Total Operating Revenues		12,443			7,540

OPERATING COSTS AND EXPENSES
Real estate		750			600
Leasing		3,495			2,933
Resort amenities and other		1,355			1,193
General and administrative		2,569			2,445
Share-based compensation		1,449			1,632
Depreciation		1,188			1,289
Total Operating Costs and Expenses		10,806			10,092

OPERATING INCOME (LOSS)		1,637			(2,552	)
Other income		13			894
Pension and other post-retirement expenses		(4,732	)		(475	)
Interest expense		(122	)		(134	)
LOSS FROM CONTINUING OPERATIONS		(3,204	)		(2,267	)
Loss from discontinued operations, net of income taxes of $0		(216	)		(337	)
NET LOSS		(3,420	)		(2,604	)
Pension, net of income taxes of $0		6,050			(900	)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	2,630		$	(3,504	)

LOSS PER COMMON SHARE--BASIC AND DILUTED
Continuing Operations	$	(0.17	)	$	(0.12	)
Discontinued Operations	$	(0.01	)	$	(0.02	)
Net Loss	$	(0.18	)	$	(0.14	)

													Accumulated
							Additional						Other
	Common Stock						Paid in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Loss			Total

Balance, January 1, 2020		19,238		$	80,606		$	9,184		$	(46,300	)	$	(20,798	)	$	22,692

Share-based compensation expense								676									676
Issuance of shares for incentive plan		68			865												865
Vested restricted stock issued		60			676			(676	)								-
Shares canceled to pay tax liability		(54	)		(662	)											(662	)
Other comprehensive loss-pension														(900	)		(900	)
Net loss											(2,604	)					(2,604	)
Balance, December 31, 2020		19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067


Share-based compensation expense								705									705
Issuance of shares for incentive plan		60			748												748
Vested restricted stock issued		59			705			(705	)								-
Shares canceled to pay tax liability		(48	)		(560	)											(560	)
Other comprehensive income-pension														6,050			6,050
Net loss											(3,420	)					(3,420	)
Balance, December 31, 2021		19,383		$	82,378		$	9,184		$	(52,324	)	$	(15,648	)	$	23,590

	Years Ended December 31,
	2021			2020
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts from customers and other receipts	$	13,395		$	12,684
Cash paid to vendors		(10,410	)		(8,773	)
Cash paid for payroll and taxes		(1,589	)		(1,690	)
Cash paid for interest		(9	)		(21	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,387			2,200

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property		(29	)		(81	)
Proceeds from sale of property and equipment		4,203			-
Payments for other assets		(74	)		(436	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		4,100			(517	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		600			1,397
Payments of long-term debt		(800	)		(2,232	)
Debt and common stock issuance costs and other		(560	)		(662	)
NET CASH USED IN FINANCING ACTIVITIES		(760	)		(1,497	)

NET INCREASE IN CASH		4,727			186
CASH AT BEGINNING OF YEAR		869			683
CASH AT END OF YEAR	$	5,596		$	869

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net loss	$	(3,420	)	$	(2,604	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,301			1,402
Bad debt provision		68			199
Share-based compensation		705			676
Impairment charges		40			196
Loss on disposal of property		29			-
Cost of real estate sales		324			-
Changes in operating assets and liabilities:
Accounts receivable		191			(388	)
Retirement liabilities		3,038			324
Accounts payable		(319	)		(457	)
Other operating assets and liabilities		(570	)		2,852
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	1,387		$	2,200

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act 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 for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our principal executive officer, principal financial officer, and principal accounting officer concluded that, as of such date, our disclosure controls and procedures were effective.

Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive, principal financial officer, principal accounting officer, and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting include those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its assessments, management believes that, as of December 31, 2021, the Company’s internal control over financial reporting is effective.

As we are a smaller reporting company, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting.

There has been no change 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 fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after the close of our fiscal year ended December 31, 2021.

The information set forth under “Executive Compensation,” and “Director Compensation” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2021, is incorporated herein by reference.

The information set forth under “Security Ownership of Certain Beneficial Owners and Management” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2021, is incorporated herein by reference.

The information set forth under “Review, Approval, or Ratification of Transactions with Related Persons” and “Director Independence” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2021, is incorporated herein by reference.

Information set forth under “Independent Registered Public Accounting Firm” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2021, is incorporated herein by reference.

The following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2022.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Warren H. Haruki and Wade K. Kodama, and each or either of them, acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or their or his or her substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Exchange Act, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	11

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	39

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13.	Certain Relationships and Related Transactions, and Director Independence	40
Item 14.	Principal Accountant Fees and Services	40

PART IV
Item 15.	Exhibits, Financial Statement Schedules	40

SIGNATURES		42

	West Maui		Upcountry Maui		Total
Fully entitled urban		900		-		900
Agricultural zoned		10,800		2,100		12,900
Conservation/watershed		9,000		-		9,000
		20,700		2,100		22,800

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

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

		Kapalua Central Resort is a commercial town center and residential community located in the core of the Kapalua Resort. It is comprised of 46 acres and is planned to include up to 61,000 square feet of commercial space and 196 condominium and multi-family residential units. State and County land use entitlements have been secured for this project. In December 2021, we entered into an agreement to sell our Kapalua Resort property for $40.0 million. The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions. Terms of the agreement include a due diligence period of 120 days and a closing date no later than March 31, 2022.

	Total		Average		Lease
	Square		Occupancy		Expiration
	Footage		Percentage		Dates
Kapalua Resort		57,000		93%	2022	-	2048
Other West Maui		14,000		93%	2024	-	2034
Upcountry Maui		113,000		91%	2022	-	2030

	Acres
West Maui		20,700
Upcountry Maui		2,100
Total		22,800

Years ending December 31,
2022	$	2,346
2023	$	1,436
2024	$	911
2025	$	886
2026	$	832
Thereafter	$	8,535

Weighted average assumptions used to determine net periodic benefit cost:	2021				2020

Discount rate		2.28	-	2.35%		3.10	-	3.14%
Expected long-term return on plan assets			4.50%				4.75%
Rate of compensation increase			n/a				n/a

	2021 Fair Value Measurements (in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Measured at NAV as a practical expedient		Total
ACIT equity funds	$	-	$	6,385		1,425	$	7,810
ACIT fixed income funds		-		21,114		1,746		22,860
Cash management funds		-		1,433		-		1,433

	$	-	$	28,932		3,171	$	32,103

	2020 Fair Value Measurements (in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Measured at NAV as a practical expedient		Total
ACIT equity funds	$	-	$	9,406		1,152	$	10,558
ACIT fixed income funds		-		29,958		2,108		32,066
Cash management funds		-		963		-		963

	$	-	$	40,327		3,260	$	43,587

Years ending December 31,
2022	$	3,087
2023	$	2,994
2024	$	2,905
2025	$	2,822
2026	$	2,732
2027 - 2031	$	12,234

	Real						Resort
	Estate			Leasing			Amenities			Other			Consolidated
2021
Operating revenues (1)	$	3,400		$	8,103		$	940		$	-		$	12,443
Operating costs and expenses		(750	)		(3,495	)		(1,355	)		-			(5,600	)
Depreciation expense		-			(1,177	)		-			(11	)		(1,188	)
General and administrative expenses		(1,049	)		(1,121	)		(487	)		(1,361	)		(4,018	)
Operating income (loss)		1,601			2,310			(902	)		(1,372	)		1,637
Pension and other post-retirement expenses														(4,732	)
Interest expense														(122	)
Other income														13
Loss from continuing operations													$	(3,204	)

Capital expenditures (3)	$	74		$	29		$	-		$	-		$	103
Assets (4)	$	15,525		$	14,684		$	800		$	6,910		$	37,919

Description	Balance at Beginning of Year		Increase (Decrease)			Balance at End of Year
	(in thousands)
Allowance for Doubtful Accounts
2021	$	220	$	(66	)	$	154
2020	$	35	$	185		$	220

Report of Independent Registered Public Accounting Firm (PCAOB ID 2866)	18
Consolidated Balance Sheets as of December 31, 2021 and 2020	21
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2021 and 2020	22
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020	23
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	24
Notes to Consolidated Financial Statements	25

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Restated Articles of Associated, as currently in effect	10-Q	001-06510	3.1	8/4/2010
3.2	Amended Bylaws, as currently in effect	10-K	001-06510	3.2	3/2/2012
4.1	Description of Capital Stock	10-Q	001-06510	10.4	3/3/2020
10.1#	Maui Land & Pineapple Company, Inc. Executive Severance Plan	10-Q	001-06510	10.1	4/28/2017
10.2#	2017 Equity and Incentive Award Plan	DEF 14A	001-06510	Appendix A	3/28/2017
10.3	Loan Agreement, by and between the Company and First Hawaiian Bank, dated June 6, 2016	8-K	001-06510	10.1	6/11/2014
10.4	Credit Agreement, by and between the Company and First Hawaiian Bank, dated August 5, 2016	10-Q	001-06510	10.1	8/11/2016
10.5	Third Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 31, 2019	10-K	001-06510	10.25	3/03/2020
10.6	Fourth Loan Modification Agreement, by and between the Company, dated December 23, 2021					X
10.7	Asset Purchase Agreement, by and between the Company and Hawaii Water Service, Inc., dated December 20, 2019	10-K	001-06510	10.30	3/03/2020
10.8	Purchase and Sale Agreement and Escrow Instructions, by and between the Company and EKN Development Group LLC, dated December 29, 2021					X
10.9	Purchase Contract and Counter Offer, by and between the Company and Mr. Michl Binderbauer and Mr. Hong, Liang dated February 4, 2022					X

10.10#	Offer Letter from the Company to Wade K. Kodama (Chief Financial Officer) dated September 23, 2021	X
21.1	Subsidiaries of the Company	X
23.1*	Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated March 1, 2022	X
24.1	Power of Attorney (included on the signature page of this report)	X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	Inline XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	Inline XBRL Taxonomy Extension labels Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Link Document	X
104	Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).

	MAUI LAND & PINEAPPLE COMPANY, INC.


	By:	/s/ Warren H. Haruki
		Warren H. Haruki Chief Executive Officer

By	/s/ Warren H. Haruki	Date: March 1, 2022
	Warren H. Haruki, Chairman of the Board &
	Chief Executive Officer (Principal Executive Officer)

By	/s/ Stephen M. Case	Date: March 1, 2022
	Stephen M. Case, Director

By	/s/ David A. Heenan	Date: March 1, 2022
	David A. Heenan, Director

By	/s/ Anthony P. Takitani	Date: March 1, 2022
	Anthony P. Takitani, Director

By	/s/ Arthur C. Tokin	Date: March 1, 2022
	Arthur C. Tokin, Director

By	/s/ Wade K. Kodama	Date: March 1, 2022
	Wade K. Kodama, Chief Financial Officer
	(Principal Financial Officer)

By	/s/ Scott N. Kodama	Date: March 1, 2022
	Scott N. Kodama, Controller
	(Principal Accounting Officer)

	FIRST HAWAIIAN BANK


	By:	/s/ Charles C. Barbata
		Charles C. Barbata
		Its Vice President

		Lender


	MAUI LAND & PINEAPPLE COMPANY, INC.


	By:	/s/ Wade K. Kodama
		Wade K. Kodama
		Its Chief Financial Officer

		Borrower

Lot Number	Approximate Area
2-A	11.156 acres
2-B	0.726 acres
2-C	19.701 acres
2-D	8.783 acres
2-E	1.836 acres
2-F	3.472 acres

Lot Number	Price
2-A	$9,900,000.00
2-B	$900,000.00
2-C	$13,500,000.00
2-D	$9,900,000.00
2-E	$3,900,000.00
2-F	$1,900,000.00
Total	$40,000,000.00

“BUYER”		“SELLER”

EKN DEVELOPMENT GROUP LLC		MAUI LAND & PINEAPPLE COMPANY, INC.



By:	/s/ Ebrahim K. Nakhjavani	By:	/s/ Paulus Subrata
Name: Ebrahim K. Nakhjavani Its: Manager		Name: Paulus Subrata Title: Vice President

Name:	Wade Kodama
Job Title:	Chief Financial Officer (CFO)
Reports To:	Chief Executive Officer (CEO)
Offer Date:	September 14, 2021
Start Date:	October 1, 2021

Name	State of Incorporation	Percentage of Ownership
Maui Pineapple Company, Ltd.	Hawaii	100
Kapalua Land Company, Ltd.	Hawaii	100
Kapalua Realty Company, Ltd.	Hawaii	100
Kapalua Advertising Company, Ltd.	Hawaii	100

Date: March 1, 2022	By:	/s/ WARREN H. HARUKI
		Warren H. Haruki Chairman of the Board & Chief Executive Officer Maui Land & Pineapple Company, Inc.

1.	I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the “Registrant”);

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

Date: March 1, 2022	By:	/s/ WADE K. KODAMA
		Wade K. Kodama Chief Financial Officer Maui Land & Pineapple Company, Inc.

	By:	/s/ WARREN H. HARUKI
		Warren H. Haruki Chairman of the Board Chief Executive Officer

		March 1, 2022

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2021	Feb. 09, 2022	Jun. 30, 2021
Document Information [Line Items]
Entity Central Index Key	0000063330
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-06510
Entity Incorporation, State or Country Code	HI
Entity Tax Identification Number	99-0107542
Entity Address, Address Line One	200 Village Road
Entity Address, City or Town	Lahaina
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96761
City Area Code	808
Local Phone Number	877-3351
Title of 12(b) Security	Common Stock, without Par Value
Trading Symbol	MLP
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 73,505,704
Entity Common Stock, Shares Outstanding		19,433,451
Auditor Name	ACCUITY LLP
Auditor Location	Honolulu, Hawaii
Auditor Firm ID	2866
ICFR Auditor Attestation Flag	true

Consolidated Balance Sheets (Parentheticals) - $ / shares $ / shares in Thousands	Dec. 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)	19,383,288	19,311,528
Common stock, shares outstanding (in shares)	19,383,288	19,311,528

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income (Loss) from discontinued operations, taxes	$ 0	$ 0
Pension, taxes	$ 0	$ 0

Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ 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
Balance at Dec. 31, 2019	$ 80,606	$ 9,184	$ (46,300)	$ (20,798)	$ 22,692
Share-based compensation expense		676			676
Issuance of shares for incentive plan (in shares)	68
Issuance of shares for incentive plan	$ 865				865
Vested restricted stock issued (in shares)	60
Vested restricted stock issued	$ 676	(676)			0
Shares canceled to pay tax liability (in shares)	(54)
Shares canceled to pay tax liability	$ (662)				(662)
Pension, net of income taxes of $0				(900)	(900)
Net loss			(2,604)		(2,604)
Other comprehensive income-pension				(900)	(900)
Balance (in shares) at Dec. 31, 2020	19,312
Balance at Dec. 31, 2020	$ 81,485	9,184	(48,904)	(21,698)	20,067
Share-based compensation expense		705			705
Issuance of shares for incentive plan (in shares)	60
Issuance of shares for incentive plan	$ 748				748
Vested restricted stock issued (in shares)	59
Vested restricted stock issued	$ 705	(705)			0
Shares canceled to pay tax liability (in shares)	(48)
Shares canceled to pay tax liability	$ (560)				(560)
Pension, net of income taxes of $0				6,050	6,050
Net loss			(3,420)		(3,420)
Other comprehensive income-pension				6,050	6,050
Balance (in shares) at Dec. 31, 2021	19,383
Balance at Dec. 31, 2021	$ 82,378	$ 9,184	$ (52,324)	$ (15,648)	$ 23,590

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts from customers and other receipts	$ 13,395,000	$ 12,684,000
Cash paid to vendors	(10,410,000)	(8,773,000)
Cash paid for payroll and taxes	(1,589,000)	(1,690,000)
Cash paid for interest	(9,000)	(21,000)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,387,000	2,200,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property	(29,000)	(81,000)
Proceeds from sale of property and equipment	4,203,000	0
Payments for other assets	(74,000)	(436,000)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	4,100,000	(517,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt	600,000	1,397,000
Payments of long-term debt	(800,000)	(2,232,000)
Debt and common stock issuance costs and other	(560,000)	(662,000)
NET CASH USED IN FINANCING ACTIVITIES	(760,000)	(1,497,000)
NET INCREASE IN CASH	4,727,000	186,000
CASH AT BEGINNING OF YEAR	869,000	683,000
CASH AT END OF YEAR	5,596,000	869,000
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net loss	(3,420,000)	(2,604,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	1,301,000	1,402,000
Bad debt provision	68,000	199,000
Share-based compensation	705,000	676,000
Impairment charges	40,000	196,000
Loss on disposal of property	29,000	0
Cost of real estate sales	324,000	0
Changes in operating assets and liabilities:
Accounts receivable	191,000	(388,000)
Retirement liabilities	3,038,000	324,000
Accounts payable	(319,000)	(457,000)
Other operating assets and liabilities	(570,000)	2,852,000
NET CASH PROVIDED BY OPERATING ACTIVITIES	$ 1,387,000	$ 2,200,000

Note 1 - Description of Business and Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2021 USD ($) a shares	Dec. 31, 2020 USD ($) shares
Asset Impairment Charges, Total	$ 40,000	$ 196,000
Impairment of Deferred Development Costs	$ 0	$ 0
Weighted Average Number of Shares Outstanding, Basic and Diluted (in shares) \| shares	19,353,647	19,282,157
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)	3 years
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)	40 years
HAWAII
Area of Land (Acre) \| a	23,000

Note 2 - Assets Held for Sale (Details Textual) $ in Thousands		1 Months Ended	12 Months Ended
	May 01, 2021 USD ($)	May 31, 2021 USD ($)	Dec. 31, 2021 USD ($) a	Dec. 31, 2020 USD ($) a	Feb. 01, 2022 USD ($) a
Proceeds from Sale of Productive Assets, Total			$ 4,203	$ 0
PUC-regulated Assets of Kapalua Water Company, Ltd and Kapalua Waste Treatment Company, Ltd [Member]
Proceeds from Sale of Productive Assets, Total	$ 4,200	$ 4,200
Kapalua Central Resort Project [Member]
Receivables, Long-term Contracts or Programs, Total			$ 40,000
630-Acre Parcel Of Agricultural Land [Member] \| Upcountry Maui [Member]
Area of Real Estate Property (Acre) \| a			646	646
630-Acre Parcel Of Agricultural Land [Member] \| Subsequent Event [Member] \| Upcountry Maui [Member]
Receivables, Long-term Contracts or Programs, Total					$ 9,700
Area of Real Estate Property (Acre) \| a					646
Deposits Received for Sale of Property					$ 2,000