UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation or organization) |
Identification No.) |
(Address of principal executive offices) (Zip Code)
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N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
Outstanding at July 31, 2023 |
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Common Stock, $0.0001 par value |
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MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
This quarterly report on Form 10-Q (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly Report that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,” or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:
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concentration of credit risk on deposits held at banks in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insured limits and in receivables due from our commercial leasing portfolio; |
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unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates, inflationary pressures, and changes in income and asset values; |
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risks associated with real estate investments, including demand for real estate and tourism in Hawaii; |
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security incidents through cyber-attacks or intrusions on our information systems; |
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our ability to complete land development projects within forecasted time and budget expectations; |
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our ability to obtain required land use entitlements at reasonable costs; |
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our ability to compete with other developers of real estate on Maui; |
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potential liabilities and obligations under various federal, state and local environmental regulations; |
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changes in weather conditions, the occurrence of natural disasters, or threats of the spread of contagious diseases; |
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our ability to cover catastrophic losses in excess of insurance coverages; |
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unauthorized use of our trademarks could negatively impact our business; |
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our ability to maintain the listing of our common stock on the New York Stock Exchange; |
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our ability to comply with funding requirements of our retirement plans; |
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our ability to comply with the terms of our indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date; |
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availability of capital on terms favorable to us, and our ability to raise capital through the sale of certain real estate assets, or at all; and |
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changes in U.S. accounting standards adversely impacting us. |
Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly 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 Quarterly 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 Quarterly Report. We qualify all of our forward-looking statements by these cautionary statements.
Item 1. Condensed Consolidated Interim Financial Statements (unaudited)
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, 2023 |
December 31, 2022 |
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(unaudited) |
(audited) |
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(in thousands except share data) |
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| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
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Cash and cash equivalents |
$ | $ | ||||||
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Restricted cash |
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Accounts receivable, net |
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Investments, current portion |
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Prepaid expenses and other assets |
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Assets held for sale |
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Total current assets |
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PROPERTY & EQUIPMENT, NET |
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| OTHER ASSETS | ||||||||
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Investments, net of current portion |
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Deferred development costs |
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Other noncurrent assets |
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Total other assets |
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TOTAL ASSETS |
$ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
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Accounts payable |
$ | $ | ||||||
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Payroll and employee benefits |
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Accrued retirement benefits, current portion |
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Deferred revenue, current portion |
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Other current liabilities |
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Total current liabilities |
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| LONG-TERM LIABILITIES | ||||||||
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Accrued retirement benefits, net of current portion |
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Deferred revenue, net of current portion |
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Deposits |
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Other noncurrent liabilities |
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Total long-term liabilities |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES |
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| STOCKHOLDERS' EQUITY | ||||||||
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Preferred stock--$ |
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Common stock--$ |
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Additional paid-in-capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total stockholders' equity |
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
$ | $ | ||||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Three Months Ended |
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2023 |
2022 |
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(in thousands except per share amounts) |
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| OPERATING REVENUES | ||||||||
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Real estate |
$ | $ | ||||||
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Leasing |
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Resort amenities and other |
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Total operating revenues |
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| OPERATING COSTS AND EXPENSES | ||||||||
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Real estate |
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Leasing |
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Resort amenities and other |
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General and administrative |
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Share-based compensation |
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Depreciation |
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Total operating costs and expenses |
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OPERATING INCOME (LOSS) |
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Other income |
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Pension and other post-retirement expenses |
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Interest expense |
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NET INCOME (LOSS) |
$ | ( |
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Other comprehensive income - pension, net |
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TOTAL COMPREHENSIVE INCOME (LOSS) |
$ | ( |
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NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
) | $ | ||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Six Months Ended |
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2023 |
2022 |
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(in thousands except per share amounts) |
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| OPERATING REVENUES | ||||||||
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Real estate |
$ | $ | ||||||
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Leasing |
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Resort amenities and other |
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Total operating revenues |
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| OPERATING COSTS AND EXPENSES | ||||||||
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Real estate |
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Leasing |
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Resort amenities and other |
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General and administrative |
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Share-based compensation |
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Depreciation |
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Total operating costs and expenses |
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OPERATING INCOME (LOSS) |
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Other income |
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Pension and other post-retirement expenses |
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Interest expense |
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NET INCOME (LOSS) |
$ | ( |
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Other comprehensive income - pension, net |
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TOTAL COMPREHENSIVE INCOME (LOSS) |
$ | ( |
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NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
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See Notes to Condensed Consolidated Interim Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three and Six Months Ended June 30, 2023 and 2022
(UNAUDITED)
(in thousands)
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Accumulated |
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Additional |
Other |
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Common Stock |
Paid in |
Accumulated |
Comprehensive |
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Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
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Balance, January 1, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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Share-based compensation |
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Vested restricted stock issued |
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Shares cancelled to pay tax liability |
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Other comprehensive income - pension |
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Net loss |
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Balance, March 31, 2023 |
$ | $ | $ | ( |
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Share-based compensation |
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Vested restricted stock issued |
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Shares cancelled to pay tax liability |
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Other comprehensive income - pension |
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Net loss |
( |
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Balance, June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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Balance, January 1, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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Share-based compensation |
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Vested restricted stock issued |
( |
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Shares cancelled to pay tax liability |
( |
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) | ( |
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Other comprehensive income - pension |
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Net loss |
( |
) | ( |
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Balance, March 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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Share-based compensation |
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Vested restricted stock issued |
( |
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Shares cancelled to pay tax liability |
( |
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Other comprehensive income - pension |
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Net loss |
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Balance, June30, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See Notes to Condensed Consolidated Interim Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Six Months Ended |
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2023 |
2022 |
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NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES |
$ | ( |
) | $ | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
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Payments for property and deferred development costs |
( |
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) | ||||
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Purchases of bond investments |
( |
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Maturities of bond investments |
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NET CASH USED IN INVESTING ACTIVITIES |
( |
) | ( |
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| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
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Debt and common stock issuance costs and other |
( |
) | ( |
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NET CASH USED IN FINANCING ACTIVITIES |
( |
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NET (DECREASE) INCREASE IN CASH |
( |
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CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD |
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CASH AND RESTRICTED CASH AT END OF PERIOD |
$ | $ | ||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
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Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $ |
See Notes to Condensed Consolidated Interim Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2023 and 2022
(UNAUDITED)
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1. |
BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2023 and 2022. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022.
On June 29, 2022, the Company’s shareholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation includes
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2. |
CASH AND CASH EQUIVALENTS |
Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.
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3. |
RESTRICTED CASH |
Restricted cash of $
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4. |
INVESTMENTS |
Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment by management on a periodic basis. If any impairment is considered other-than-temporary, the security is written down to its fair value and a corresponding loss recorded as a component of other income (expense).
Amortized cost and fair value of corporate debt securities at June 30, 2023 and December 31, 2022 consisted of the following:
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June 30, |
December 31, |
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2023 |
2022 |
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(unaudited) |
(audited) |
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(in thousands) |
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Amortized cost |
$ | $ | ||||||
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Unrealized gains |
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Unrealized losses |
( |
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Fair value |
$ | $ | ||||||
Maturities of debt securities at June 30, 2023 and December 31, 2022 were as follows:
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June 30, 2023 (unaudited) |
December 31, 2022 (audited) |
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Amortized Cost |
Fair Value |
Amortized
Cost |
Fair Value | |||||||||||||
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(in thousands) |
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One year or less |
$ | $ | $ | $ | ||||||||||||
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Greater than one year through five years |
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| $ | $ | $ | $ | |||||||||||||
The fair value of debt securities were measured using Level 1 inputs which are based on quotes for trades occurring in active markets for identical assets.
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5. |
PROPERTY & EQUIPMENT |
Property and equipment at June 30, 2023 and December 31, 2022 consisted of the following:
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June 30, |
December 31, |
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2023 |
2022 |
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(unaudited) |
(audited) |
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(in thousands) |
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Land |
$ | $ | ||||||
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Land improvements |
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Buildings |
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Machinery and equipment |
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Construction in progress |
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Total property and equipment |
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Less accumulated depreciation |
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Property and equipment, net |
$ | $ | ||||||
Land
The Company holds approximately
Land Improvements
Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Buildings
Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. The majority of the Company’s buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Machinery and Equipment
Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations.
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6. |
ASSETS HELD FOR SALE |
Assets held for sale consisted of the 46-acre Central Resort project located in Kapalua. In December 2021, the Company entered into an agreement to sell the Kapalua Central Resort project for $
The above assets held for sale have not been pledged as collateral under the Company’s credit facility.
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7. |
CONTRACT ASSETS AND LIABILITIES |
Receivables from contracts with customers were $
Deferred club membership revenue
The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over year. Revenue recognized for each of the six months ended June 30, 2023 and 2022 was $
Deferred license fee revenue
The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $
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8. |
LONG-TERM DEBT |
Long-term debt is comprised of amounts outstanding under the Company’s $
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 $
The outstanding balance of the Credit Facility was at June 30, 2023 and December 31, 2022. The Company was in compliance with the covenants under the Credit Facility at June 30, 2023.
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9. |
ACCRUED RETIREMENT BENEFITS |
Accrued retirement benefits at June 30, 2023 and December 31, 2022 consisted of the following:
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June 30, |
December 31, |
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2023 |
2022 |
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(unaudited) |
(audited) |
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(in thousands) |
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Defined benefit pension plan |
$ | $ | ||||||
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Non-qualified retirement plans |
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Total |
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Less current portion |
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Non-current portion of accrued retirement benefits |
$ | $ | ||||||
The Company has a defined benefit pension plan which covers substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under the plan were frozen. The Company also has an unfunded non-qualified retirement plan covering nine of its former executives. The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits discontinued.
The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2023 and 2022 were as follows:
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Three Months Ended |
Six Months Ended |
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June 30, |
June 30, |
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(unaudited) |
(unaudited) |
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2023 |
2022 |
2023 |
2022 |
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(in thousands) |
(in thousands) | |||||||||||||||
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Interest cost |
$ | $ | $ | $ | ||||||||||||
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Expected return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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Amortization of net loss |
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Pension and other postretirement expenses |
$ | $ | $ | $ | ||||||||||||
No contributions are required to be made to the defined benefit pension plan in 2023.
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10. |
COMMITMENTS AND CONTINGENCIES |
On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $
An administrative hearing date previously scheduled for July 2023 was postponed due to continuing favorable negotiations with the State and the Company making progress towards the determination of a technical solution to resolve the Order. As a condition of the deferral of the administrative hearing, the Company will submit a progress update at the end of August 2023. The Company is engaged with a third party specialist to provide recommendations for a technical solution that would meet the requirements of the Order and the Company has committed to the State that a formal selection of a technical solution will be presented to the State on or before December 31, 2023. .
There are various other claims and legal actions pending against the Company. The resolution of these other matters is not expected to have a material adverse effect on the Company’s condensed consolidated interim financial position or results of operations after consultation with legal counsel.
|
11. |
LEASING ARRANGEMENTS |
The Company leases land primarily to agriculture operators and space in commercial buildings primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Leasing income subject to ASC Topic 842 for the three and six months ended June 30, 2023 and 2022 were as follows:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Minimum rentals |
$ | $ | $ | $ | ||||||||||||
|
Percentage rentals |
||||||||||||||||
|
Licensing fees |
||||||||||||||||
|
Other |
||||||||||||||||
|
Total |
$ | $ | $ | $ | ||||||||||||
|
12. |
SHARE-BASED COMPENSATION |
The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan (“Equity Plan”).
Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of years. Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.
Directors receive both cash and equity compensation under the Equity Plan. Share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service and valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.
During the quarter ended June 30, 2023, options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors. The number of common shares granted which are subject to option for annual board service, board committee service, and continued service of the Chairman of the Board is
The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior, The Company does not currently issue dividends. There were no forfeitures of stock option grants as of June 30, 2023. Management does not anticipate future forfeitures to be material.
Share-based compensation expense totaled $
|
13. |
INCOME TAXES |
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2023 and December 31, 2022, respectively.
|
14. |
EARNINGS (LOSS) PER SHARE |
Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Company’s Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares.
Basic and diluted weighted-average shares outstanding for the three months ended June 30, 2023 and 2022 were
|
15. |
REPORTABLE OPERATING SEGMENTS |
The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources and by the Board of Directors. Reportable operating segments are as follows:
|
• |
Real Estate includes the planning, entitlement, development, and sale of real estate inventory. |
|
• |
Leasing includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including watershed conservation activities. The operating segment also includes the revenues and expenses from the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas. |
|
• |
Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members. |
The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, and share-based compensation.
Reportable operating segment revenues and income for the three and six months ended June 30, 2023 and 2022 were as follows:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
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2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
| Operating Segment Revenues | ||||||||||||||||
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Real estate |
$ | $ | $ | $ | ||||||||||||
|
Leasing |
||||||||||||||||
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Resort amenities and other |
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|
Total Operating Segment Revenues |
$ | $ | $ | $ | ||||||||||||
| Operating Segment Income (Loss) | ||||||||||||||||
|
Real estate |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
|
Leasing |
||||||||||||||||
|
Resort amenities and other |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Total Operating Segment Income |
$ | $ | $ | $ | ||||||||||||
|
16. |
FAIR VALUE MEASUREMENTS |
GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method to determine the valuation of stock options granted to directors during the three months ended June 30, 2023 is described in Note 12.
|
17. |
NEW ACCOUNTING STANDARD ADOPTED |
In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses. The ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. The guidance requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The ASU did not have a material effect on the Company’s condensed consolidated interim financial statements.
18. SUBSEQUENT EVENT
On August 18, 2023, the Island of Maui experienced several large wildfires that severely impacted the residents, businesses and communities throughout Maui. The devastating fires directly impacted Central Maui, otherwise known as Upcountry Maui, South Maui in the vicinity of Kihei Town and most severely, the historical, West Maui town of Lahaina.
The Company’s land and asset holdings are located in two primary areas on Maui, approximately 1,500 acres are located Upcountry Maui in the Town of Hali’imaile and approximately 20,400 acres are located in West Maui in the Kapalua Resort area. The Company’s land and property holdings were not affected by the fires. The Company is actively supporting efforts to provide support and aid to our impacted tenants, partners, and the communities and residents of the Island of Maui.
On August 14, 2023, the Company filed with the SEC, Form 12b-25 to provide notification for late filing of our 2023 Q2 Form 10-Q that was due on August 14, 2023. The primary reason for the notice was due to the impacts of the wildfires as described above. The following is the narrative submitted with the filing of Form 12B-25:
The Company, including its corporate office and key team members, are primarily located near Lahaina on the island of Maui. Maui has recently experienced disastrous wildfires that have devastated the community. The wildfires have created power outages, limiting access to internet and phone services, and have adversely affected management’s availability. The Company is unable to file the Quarterly Report by the prescribed filing deadline without unreasonable effort and expense, because it requires additional time (1) to complete the preparation of its financial statements and other disclosures in the Quarterly Report, and (2) for its independent registered public accounting firm to finalize the review of the financial statements. The Company currently expects to file the Quarterly Report within the five calendar day extension period provided under Rule 12b-25.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ending December 31, 2022 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.
Overview
Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company. On June 29, 2022, the Company’s shareholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation include 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. No change in ownership resulted as each outstanding share of common stock was automatically converted into one share of the reincorporated Company. The name of the Company after reincorporation remains Maui Land & Pineapple Company, Inc. and shares of common stock continue to be listed on the New York Stock Exchange under the ticker symbol “MLP.”
We own approximately 22,000 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.
• Leasing—Our leasing operations include residential, resort, commercial, agricultural, and industrial land and property leases, and licensing of our registered trademarks and trade names. This operating segment also includes the management of ditch, reservoir, and well systems in West and Upcountry Maui and the stewardship of watershed conservation areas.
• Resort Amenities—We manage the operations of the Kapalua Club, a private, non-equity club program providing our members special programs, access and other privileges at certain amenities at the Kapalua Resort.
Results of Operations
Three and Six Months Ended June 30, 2023 compared to Three and Six Months Ended June 30, 2022
CONSOLIDATED
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Operating revenues |
$ | 2,473 | $ | 13,987 | $ | 4,770 | $ | 16,234 | ||||||||
|
Segment operating costs and expenses |
(1,738 | ) | (2,034 | ) | (3,162 | ) | (3,375 | ) | ||||||||
|
General and administrative |
(1,035 | ) | (759 | ) | (2,059 | ) | (1,516 | ) | ||||||||
|
Share-based compensation |
(806 | ) | (276 | ) | (1,772 | ) | (654 | ) | ||||||||
|
Depreciation |
(238 | ) | (277 | ) | (491 | ) | (550 | ) | ||||||||
|
Operating income (loss) |
(1,344 | ) | 10,641 | (2,714 | ) | 10,139 | ||||||||||
|
Other income |
350 | - | 479 | - | ||||||||||||
|
Pension and other postretirement expenses |
(121 | ) | (114 | ) | (243 | ) | (229 | ) | ||||||||
|
Interest expense |
(2 | ) | (2 | ) | (3 | ) | (3 | ) | ||||||||
|
Net income (loss) |
$ | (1,117 | ) | 10,525 | $ | (2,481 | ) | 9,907 | ||||||||
|
Net income (loss) per Common Share |
$ | (0.06 | ) | $ | 0.54 | $ | (0.13 | ) | $ | 0.51 | ||||||
REAL ESTATE
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Operating revenues |
$ | 19 | $ | 11,600 | $ | 19 | $ | 11,600 | ||||||||
|
Operating costs and expenses |
(336 | ) | (707 | ) | (418 | ) | (796 | ) | ||||||||
|
Operating income (loss) |
$ | (317 | ) | $ | 10,893 | $ | (399 | ) | $ | 10,804 | ||||||
There were no sales of real estate during the three and six months ended June 30, 2023. During the prior year’s three months ended June 30, 2022, we sold approximately 50 acres in West Maui for $2.0 million and a 646-acre parcel in Upcountry Maui for $9.6 million.
In December 2021, we entered into an agreement to sell the Kapalua Central Resort project for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a five-year extension of a Special Management Area (SMA) permit issued by the County of Maui. We allowed the agreement to expire on April 11, 2023. Approximately $19,000 previously held in escrow was returned to us due to the termination of the sale agreement. The development plans for our real estate holdings are currently being reviewed and evaluated in conjunction with our leadership transition. We continue to manage the application process of the SMA permit extension for the Central Resort project while the project continues to be marketed for sale or joint venture.
Operating expenses for the three months ended June 30, 2023 include $0.2 million of transition costs related to the resignation of our former Vice President. For the three months ended June 30, 2022, we recognized $0.6 million related to the cost of land parcels sold.
Property and development costs capitalized during the six months ended June 30, 2023 totaled $0.2 million. There were no significant real estate development expenditures during the six months ended June 30, 2022.
Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment. Uncertainties associated macroeconomic market conditions, including increases in interest rates and fears of a recession, may reduce demand for real estate and impair prospective purchasers’ ability to obtain financing, which would adversely affect revenues from our real estate operations.
LEASING
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Operating revenues |
$ | 2,241 | $ | 2,198 | $ | 4,318 | $ | 4,228 | ||||||||
|
Operating costs and expenses |
(1,039 | ) | (997 | ) | (1,833 | ) | (1,739 | ) | ||||||||
|
Operating income |
$ | 1,202 | $ | 1,201 | $ | 2,485 | $ | 2,489 | ||||||||
As visitor traffic continues to return to pre-pandemic levels, income from our leasing operations increased during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, due primarily to higher base rents received from our current leases and improved sales performance at our tenants’ operations.
Operating expenses increased for the six months ended June 30, 2023, compared to the six months ended June 30, 2022,resulting from increases in premiums from our property insurance policies and higher costs to maintain our water delivery systems.
Our leasing operations face substantial competition from other property owners in Maui and Hawaii.
RESORT AMENITIES AND OTHER
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
2023 |
2022 |
2023 |
2022 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Operating revenues |
$ | 213 | $ | 189 | $ | 433 | $ | 406 | ||||||||
|
Operating costs and expenses |
(363 | ) | (330 | ) | (911 | ) | (840 | ) | ||||||||
|
Operating loss |
$ | (150 | ) | $ | (141 | ) | $ | (478 | ) | $ | (434 | ) | ||||
Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access, and other privileges at certain of the amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and a private pool-side dining beach club. The Kapalua Club does not operate any resort amenities and the dues collected are primarily used to pay the contracted fees for member access to the spa, beach club, golf courses and other resort amenities.
Lower membership levels during the six months ended June 30, 2023 were offset by an annual increase in dues rates. Revenues during the prior year’s three months ended June 30, 2022 decreased as a result of refunds issued for terminated memberships.
The increase in operating costs for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, was primarily due to higher golf course fees billed to us.
GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION
The increase in general and administrative costs and share-based compensation for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 was attributable to expenses related to the transition of director and management personnel. General and administrative costs increased to $1.0 million for the three months ended June 30, 2023 primarily due to one-time expenses related to our executive transition. Additionally, all outstanding stock grants of resigned executive personnel, including the Company’s former Chairman and Chief Executive Officer, became fully vested during the six months ended June 30, 2023.
During the quarter ended June 30, 2023, options to purchase shares of common stock under our Equity Plan were granted to directors. The number of common shares subject to option for annual board service, board committee service, and continued service of the Chairman of the Board were 250,000 shares, 78,000 shares, and 400,000 shares, respectively. For the six months ended June 30, 2023, 82,000 share options vested to directors for annual board and committee service. Share-based compensation expense totaled $0.8 million and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively.
OTHER INCOME
Interest income of $0.1 million and $0.2 million was earned on our money market and bond investment portfolio during the three and six months ended June 30, 2023, respectively. We also recognized $0.2 million of cash collateral returned from an owner-controlled insurance program of a former partnership interest.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Our cash and cash equivalents were $7.2 million and $8.5 million (audited) at June 30, 2023 and December 31, 2022, respectively.
We also had investments of $3.1 million and $3.0 million at June 30, 2023 and December 31, 2022, respectively. Our investments consist of corporate bond securities maturing on various dates through November 2024. These bond investments yield approximately 5.3% at June 30, 2023. We intend to hold our bond securities until maturity.
At June 30, 2023, $15.0 million was available from our revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”). The Credit Facility, which matures on December 31, 2025, provides for revolving or term loan borrowing options. Interest on revolving loan borrowings is calculated using 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.
We were in compliance with the covenants of our Credit Facility at June 30, 2023. If economic conditions are negatively impacted in future periods, we may borrow under our Credit Facility.
Cash Flows
Net cash flow used in our operating activities for the six months ended June 30, 2023 was $0.4 million. For the six months ended June 30, 2022, $11.9 million was provided by our operating activities.
There were no sales of real estate during the six months ended June 30, 2023. In the prior year, we collected $2.0 million and $9.2 million from the sales of 50 acres in West Maui and 646 acres in Upcountry Maui, respectively.
Interest income earned from our money market and bond investments was $0.2 million for the six months ended June 30, 2023.
The outstanding balance of our Credit Facility remained zero at June 30, 2023. There were no interest payments on our Credit Facility due during the six months ended June 30, 2023.
No contributions are required to be made to our defined benefit pension plan in 2023. In August 2022, we made a $5.7 million voluntary contribution to the plan.
Capital Resources
Our business initiatives include investing in our operating infrastructure, continued planning and entitlement efforts on our development projects. 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. We believe that our cash on-hand and cash received from operations, together with borrowing capacity under our Credit Facility, will provide sufficient financial flexibility to meet working capital requirements and to fund capital expenditures through the next twelve months and the foreseeable future.
Our indebtedness, if drawn upon, could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained within our Annual Report. Stock options granted to directors during the three months ended June 30, 2023 were accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no material exposure to changes in interest rates related to our borrowing and investing activities used to maintain liquidity and to fund business operations. We have no material exposure to foreign currency risks.
We are subject to potential changes in consumer behavior and regulatory risks through travel and social distancing restrictions due to our location as a vacation destination. Potential deferrals and abatements may impact our rental income.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective during the six months ended June 30, 2023 to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.
Changes in Internal Controls Over Financial Reporting
There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the six months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
For information related to Item 1. Legal Proceedings, refer to Note 10, Commitments and Contingencies, to our condensed consolidated interim financial statements included herein.
Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the six months ended June 30, 2023, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.
|
10.1 |
|
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10.2 |
Form of Stock Option Grant to Directors for Board Service and Committee Service |
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31.1* |
|
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31.2* |
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32.1** |
|
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32.2** |
|
|
101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Document |
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101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase |
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101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Link Document |
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104* |
Cover Page InCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* |
Filed herewith |
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** |
The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MAUI LAND & PINEAPPLE COMPANY, INC. |
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August 18, 2023 |
/s/ WADE K. KODAMA |
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Date |
Wade K. Kodama |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 10.1
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN
STOCK OPTION GRANT NOTICE
Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Company”), pursuant to its 2017 Equity and Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, no par value (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice.
| Participant: | R. Scot Sellers |
| Grant Date: | March 6, 2023 |
| Exercise Price per Share: | $9.08 |
| Total Number of Shares Subject to the Option: | 400,000 |
| Expiration Date: | March 6, 2033 |
| Type of Option: | ☐ Incentive Stock Option ☒ Non-Qualified Stock Option |
| Vesting Schedule: | Subject to the terms and conditions of the Plan, this Grant Notice and the Stock Option Agreement, this Option shall vest and become exercisable as to: |
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(i) 133,333 shares of Stock subject to the Option on June 1, 2024, (ii) 133,333 shares of Stock subject to the Option on June 1, 2025, and (iii) 133,334 shares of Stock subject to the Option on June 1, 2026. |
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| Notwithstanding the vesting schedule stated above, in the event of a Change-In-Control as defined in Section 1.6 of the Plan, the Option shall become fully exercisable immediately prior to the Change of Control. |
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By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under or relating to the Plan, this Grant Notice or the Stock Option Agreement.
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MAUI LAND & PINEAPPLE COMPANY, INC.: |
PARTICIPANT: |
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| By: | /s/ Wade K. Kodama | By: | /s/ R. Scot Sellers | |
| Print Name: | Wade K. Kodama | Print Name: | R. Scot Sellers | |
| Title: | Chief Financial Officer | |||
| Address: | 200 Village Road Lahaina, HI 96761 | |||
| Address: |
11757 Magnolia Park Court Las Vegas, Nevada 89141 |
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| Date: | May 2, 2023 | Date: | May 2, 2023 | |
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Attachments: |
Stock Option Agreement (Exhibit A) Form of Exercise Notice (Exhibit B) Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, as amended (Exhibit C) Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan Prospectus (Exhibit D) |
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Company”), has granted to Participant an option under the Company’s 2017 Equity and Incentive Award Plan (the “Plan”) to purchase the number of shares of the Company’s common stock, no par value (“Stock”), indicated in the Grant Notice.
ARTICLE I
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice or, if not defined therein, the Plan.
“Cause” shall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Participant that adversely affects the Company or any Subsidiary, (ii) any unauthorized use or disclosure by Participant of confidential information or trade secrets of the Company or any Subsidiary that adversely affects the Company or any Subsidiary, (iii) any willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed such duties, or (iv) any willful and continued failure by Participant to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed such directives. The foregoing definition shall not in any way preclude or restrict the right of the Company (or any Subsidiary) to discharge or dismiss Participant or any other person in the service of the Company (or any Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.
ARTICLE II
GRANT OF OPTION
2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or a Parent or Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.
2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the exercise price per share of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the exercise price per share of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.
2.3 Consideration to the Company; No Employment Rights. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Parents and Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company, a Parent or a Subsidiary and Participant.
ARTICLE III
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Sections 3.2, 3.3, and 5.8, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.
3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the expiration of ten years from the Grant Date.
3.4 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.
ARTICLE IV
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. Except as provided in Section 5.2, during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Chief Financial Officer of the Company, or such other person or entity designated by the Administrator, or his or her or its office, as applicable, all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator);
(b) The receipt by the Company of full payment for the shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;
(c) Such representations and documents as the Administrator, it its discretion, deems necessary or advisable to comply with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.
4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:
(a) cash;
(b) check;
(c) to the extent permitted under applicable laws, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;
(d) with the consent of the Administrator, through the delivery of shares of Stock which have been owned by the Participant for at least six (6) months, duly endorsed for transfer to the Company with a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(e) through the surrender of shares of Stock then issuable upon exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or portion of the Option being exercised, and which may include the payment of withholding taxes through the surrender of shares of Stock having a Fair Market Value on the date of exercise equal to the aggregate amount of applicable withholding taxes; or
(f) such other consideration authorized by the Administrator.
4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed;
(b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in one or more of the forms of consideration permitted under Section 4.4; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience.
4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until such shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares are issued, except as provided in Section 11.3 of the Plan.
ARTICLE V
OTHER PROVISIONS
5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be binding, conclusive and final upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan and this Agreement.
5.2 Option Not Transferable.
(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to one or more Permitted Transferees, subject to the terms and conditions set forth in Section 11.1(b) of the Plan.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
5.3 Restrictive Legends and Stop-Transfer Orders.
(a) The share certificate or certificates evidencing the shares of Stock purchased hereunder shall be endorsed with any legends that may be required by state or federal securities laws.
(b) Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
5.4 Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement.
5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.5, either party may thereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
5.7 Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
5.8 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
5.9 Amendments. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Participant or such other person as may be permitted to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the Company.
5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
5.11 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares or (b) within one year after the transfer of such shares to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.
5.12 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
5.13 Entire Agreement. The Plan and this Agreement (including all Exhibits hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
EXHIBIT B
TO STOCK OPTION GRANT NOTICE
FORM OF EXERCISE NOTICE
Effective as of today, _____, 20__, the undersigned (“Participant”) hereby elects to exercise Participant’s option to purchase the number of shares of common stock specified below (the “Shares”) of Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Company”), under and pursuant to the Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, as amended (the “Plan”), the Stock Option Grant Notice dated as of _____, 20__ and the Stock Option Agreement attached thereto (the “Option Agreement”). Capitalized terms used herein without definition shall have the meanings given in the Plan and, if not defined in the Plan, the Option Agreement.
| Grant Date: | |
| Number of Shares as to which Option is Exercised: | |
| Exercise Price per Share: | $ |
| Total Exercise Price: | $ |
| Certificate to be issued in name of: | |
| Payment delivered herewith: |
$ (Representing the full exercise price for the Shares, as well as any applicable withholding tax) Form of Payment: (Please specify) |
| Type of Option: |
☐ Incentive Stock Option ☐ Non-Qualified Stock Option |
Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement. Participant agrees to abide by and be bound by their terms and conditions. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
| ACCEPTED BY: | SUBMITTED BY: | |||
| MAUI LAND & PINEAPPLE COMPANY, INC. | ||||
| By: | By: | |||
| Print Name: | Print Name: | |||
| Title: | Address: | |||
| Address: | ||||
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EXHIBIT C
TO STOCK OPTION GRANT NOTICE
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN
EXHIBIT D
TO STOCK OPTION GRANT NOTICE
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN PROSPECTUS
Exhibit 10.2
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN
STOCK OPTION GRANT NOTICE
Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Equity and Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.0001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice.
Participant:
Grant Date:
Exercise Price per Share:
Total Number of Shares Subject to the Option:
Expiration Date:
| Type of Option: | ☐ Incentive Stock Option ☐ Non-Qualified Stock Option |
| Vesting Schedule: |
Subject to the terms and conditions of the Plan, this Grant Notice and the Stock Option Agreement, 25% of the shares of Stock subject to this Option shall vest in equal quarterly installments at the end of each calendar quarter with the first vesting date occurring on June 30, 2023.
Notwithstanding the vesting schedule stated above, in the event of a Change-In-Control as defined in Section 1.6 of the Plan, the Option shall be assumed, or an equivalent award shall be provided, by the successor corporation. In the event the successor corporation refuses to assume or substitute the Option, the Company may cause any or all of the Option to become fully exercisable prior to the Change of Control. |
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By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under or relating to the Plan, this Grant Notice or the Stock Option Agreement.
| MAUI LAND & PINEAPPLE COMPANY, INC.: |
PARTICIPANT: |
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By: |
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By: |
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Print Name: |
Wade K. Kodama |
Print Name: |
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Title: |
Chief Financial Officer |
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Address: |
200 Village Road |
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| Lahaina, HI 96761 |
Address: |
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Date: |
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Attachments: |
Stock Option Agreement (Exhibit A) Form of Exercise Notice (Exhibit B) Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, as amended (Exhibit C) Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan Prospectus (Exhibit D) |
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Company”), has granted to Participant an option under the Company’s 2017 Equity and Incentive Award Plan (the “Plan”) to purchase the number of shares of the Company’s common stock, par value $0.0001 (“Stock”), indicated in the Grant Notice.
ARTICLE I
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice or, if not defined therein, the Plan.
“Cause” shall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Participant that adversely affects the Company or any Subsidiary, (ii) any unauthorized use or disclosure by Participant of confidential information or trade secrets of the Company or any Subsidiary that adversely affects the Company or any Subsidiary, (iii) any willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed such duties, or (iv) any willful and continued failure by Participant to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed such directives. The foregoing definition shall not in any way preclude or restrict the right of the Company (or any Subsidiary) to discharge or dismiss Participant or any other person in the service of the Company (or any Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.
ARTICLE II
GRANT OF OPTION
2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or a Parent or Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.
2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the exercise price per share of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the exercise price per share of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.
2.3 Consideration to the Company; No Employment Rights. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Parents and Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company, a Parent or a Subsidiary and Participant.
ARTICLE III
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Sections 3.2, 3.3, and 5.8, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.
3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:
(a) The expiration of ten years from the Grant Date;
(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date;
(c) The expiration of six months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, unless such termination occurs by reason of Participant’s death or Disability or Participant’s discharge for Cause;
(d) The expiration of twelve months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy by reason of Participant’s death or Disability; or
(e) The date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy by the Company or any Parent or Subsidiary by reason of Participant’s discharge for Cause.
Participant acknowledges that an Incentive Stock Option exercised more than three months after Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.
3.4 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.
ARTICLE IV
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. Except as provided in Section 5.2, during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Chief Financial Officer of the Company, or such other person or entity designated by the Administrator, or his or her or its office, as applicable, all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator);
(b) The receipt by the Company of full payment for the shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;
(c) Such representations and documents as the Administrator, in its discretion, deems necessary or advisable to comply with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.
4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:
(a) cash;
(b) check;
(c) to the extent permitted under applicable laws, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;
(d) with the consent of the Administrator, through the delivery of shares of Stock which have been owned by the Participant for at least six (6) months, duly endorsed for transfer to the Company with a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(e) through the surrender of shares of Stock then issuable upon exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or portion of the Option being exercised, and which may include the payment of withholding taxes through the surrender of shares of Stock having a Fair Market Value on the date of exercise equal to the aggregate amount of applicable withholding taxes; or
(f) such other consideration authorized by the Administrator.
4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed;
(b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in one or more of the forms of consideration permitted under Section 4.4; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience.
4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until such shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares are issued, except as provided in Section 11.3 of the Plan.
ARTICLE V
OTHER PROVISIONS
5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be binding, conclusive and final upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan and this Agreement.
5.2 Option Not Transferable.
(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to one or more Permitted Transferees, subject to the terms and conditions set forth in Section 11.1(b) of the Plan.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
5.3 Restrictive Legends and Stop-Transfer Orders.
(a) The share certificate or certificates evidencing the shares of Stock purchased hereunder shall be endorsed with any legends that may be required by state or federal securities laws.
(b) Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
5.4 Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement.
5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.5, either party may thereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
5.7 Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
5.8 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
5.9 Amendments. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Participant or such other person as may be permitted to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the Company.
5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
5.11 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares or (b) within one year after the transfer of such shares to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.
5.12 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
5.13 Entire Agreement. The Plan and this Agreement (including all Exhibits hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
EXHIBIT B
TO STOCK OPTION GRANT NOTICE
FORM OF EXERCISE NOTICE
Effective as of today, _____, 20__, the undersigned (“Participant”) hereby elects to exercise Participant’s option to purchase the number of shares of common stock specified below (the “Shares”) of Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Company”), under and pursuant to the Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, as amended (the “Plan”), the Stock Option Grant Notice dated as of _____, 20__ and the Stock Option Agreement attached thereto (the “Option Agreement”). Capitalized terms used herein without definition shall have the meanings given in the Plan and, if not defined in the Plan, the Option Agreement.
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Grant Date: |
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Number of Shares as to which Option is Exercised: |
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Exercise Price per Share: |
$ |
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Total Exercise Price: |
$ |
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Certificate to be issued in name of: |
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Payment delivered herewith: |
$ (Representing the full exercise price for the Shares, as well as any applicable withholding tax) Form of Payment: (Please specify) |
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Type of Option: |
☐ Incentive Stock Option ☐ Non-Qualified Stock Option |
Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement. Participant agrees to abide by and be bound by their terms and conditions. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
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ACCEPTED BY: |
SUBMITTED BY: |
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MAUI LAND & PINEAPPLE COMPANY, INC. |
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By: |
By: |
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Print Name: |
Print Name: |
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Title: |
Address: |
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Address: |
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EXHIBIT C
TO STOCK OPTION GRANT NOTICE
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN
EXHIBIT D
TO STOCK OPTION GRANT NOTICE
MAUI LAND & PINEAPPLE COMPANY, INC.
2017 EQUITY AND INCENTIVE AWARD PLAN PROSPECTUS
Exhibit 31.1
Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Race Randle, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; |
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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; |
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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; |
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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: |
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(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; |
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(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; |
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(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 |
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(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 |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 18, 2023 |
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/s/ RACE RANDLE |
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Name: |
Race Randle |
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Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
Certification of CFO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Wade K. Kodama, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; |
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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; |
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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; |
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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: |
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(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; |
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(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; |
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(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 |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 18, 2023 |
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/s/ WADE K. KODAMA |
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Name: |
Wade K. Kodama |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Certification
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Race Randle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented. |
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/s/ RACE RANDLE |
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Race Randle |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Date: August 18, 2023 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Certification
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented. |
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/s/ WADE K. KODAMA |
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Wade K. Kodama |
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Chief Financial Officer |
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(Principal Financial Officer) |
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Date: August 18, 2023 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Curent Period Unaudited) (Parentheticals) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Issued (in shares) | 0 | 0 |
| Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
| Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares Authorized (in shares) | 43,000,000 | 43,000,000 |
| Common Stock, Shares, Issued (in shares) | 19,589,504 | |
| Common Stock, Shares, Outstanding (in shares) | 19,476,671 |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| OPERATING REVENUES | ||||||
| Operating revenues | $ 19 | $ 11,600 | $ 19 | $ 11,600 | ||
| Leasing | 2,241 | 2,198 | 4,318 | 4,228 | ||
| Total operating revenues | 2,473 | 13,987 | 4,770 | 16,234 | ||
| OPERATING COSTS AND EXPENSES | ||||||
| Leasing | 1,039 | 997 | 1,833 | 1,739 | ||
| General and administrative | 1,035 | 759 | 2,059 | 1,516 | ||
| Share-based compensation | 806 | 276 | 1,772 | 654 | ||
| Depreciation | 238 | 277 | 491 | 550 | ||
| Total operating costs and expenses | 3,817 | 3,346 | 7,484 | 6,095 | ||
| OPERATING INCOME (LOSS) | (1,344) | 10,641 | (2,714) | 10,139 | ||
| Other income | 350 | 0 | 479 | 0 | ||
| Pension and other post-retirement expenses | (121) | (114) | (243) | (229) | ||
| Interest expense | (2) | (2) | (3) | (3) | ||
| NET INCOME (LOSS) | (1,117) | $ (1,364) | 10,525 | $ (618) | (2,481) | 9,907 |
| Other comprehensive income - pension, net | 82 | $ 82 | 156 | $ 156 | 164 | 312 |
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ (1,035) | $ 10,681 | $ (2,317) | $ 10,219 | ||
| EARNINGS PER COMMON SHARE-BASIC AND DILUTED | ||||||
| NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED (in dollars per share) | $ (0.06) | $ 0.54 | $ (0.13) | $ 0.51 | ||
| Resort Amenities and Other [Member] | ||||||
| OPERATING REVENUES | ||||||
| Operating revenues | $ 213 | $ 189 | $ 433 | $ 406 | ||
| OPERATING COSTS AND EXPENSES | ||||||
| Operating Costs and Expenses | 363 | 330 | 911 | 840 | ||
| Real Estate [Member] | ||||||
| OPERATING COSTS AND EXPENSES | ||||||
| Operating Costs and Expenses | $ 336 | $ 707 | $ 418 | $ 796 | ||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| OPERATING REVENUES | ||||||
| Operating revenues | $ 19 | $ 11,600 | $ 19 | $ 11,600 | ||
| Leasing | 2,241 | 2,198 | 4,318 | 4,228 | ||
| Total operating revenues | 2,473 | 13,987 | 4,770 | 16,234 | ||
| OPERATING COSTS AND EXPENSES | ||||||
| Leasing | 1,039 | 997 | 1,833 | 1,739 | ||
| General and administrative | 1,035 | 759 | 2,059 | 1,516 | ||
| Share-based compensation | 806 | 276 | 1,772 | 654 | ||
| Depreciation | 238 | 277 | 491 | 550 | ||
| Total operating costs and expenses | 3,817 | 3,346 | 7,484 | 6,095 | ||
| OPERATING INCOME (LOSS) | (1,344) | 10,641 | (2,714) | 10,139 | ||
| Other income | 350 | 0 | 479 | 0 | ||
| Pension and other post-retirement expenses | (121) | (114) | (243) | (229) | ||
| Interest expense | (2) | (2) | (3) | (3) | ||
| NET INCOME (LOSS) | (1,117) | $ (1,364) | 10,525 | $ (618) | (2,481) | 9,907 |
| Other comprehensive income - pension, net | 82 | $ 82 | 156 | $ 156 | 164 | 312 |
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ (1,035) | $ 10,681 | $ (2,317) | $ 10,219 | ||
| NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED (in dollars per share) | $ (0.06) | $ 0.54 | $ (0.13) | $ 0.51 | ||
| Resort Amenities and Other [Member] | ||||||
| OPERATING REVENUES | ||||||
| Operating revenues | $ 213 | $ 189 | $ 433 | $ 406 | ||
| OPERATING COSTS AND EXPENSES | ||||||
| Operating Costs and Expenses | 363 | 330 | 911 | 840 | ||
| Real Estate [Member] | ||||||
| OPERATING COSTS AND EXPENSES | ||||||
| Operating Costs and Expenses | $ 336 | $ 707 | $ 418 | $ 796 | ||
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands |
6 Months Ended | |
|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
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| NET CASH (Used IN) PROVIDED BY OPERATING ACTIVITIES | $ (444) | $ 11,948 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Payments for property and deferred development costs | (198) | (31) |
| Purchases of bond investments | (1,742) | 0 |
| Maturities of bond investments | 1,668 | 0 |
| NET CASH USED IN INVESTING ACTIVITIES | (272) | (31) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Debt and common stock issuance costs and other | (547) | (291) |
| NET CASH USED IN FINANCING ACTIVITIES | (547) | (291) |
| NET INCREASE (DECREASE) IN CASH | (1,263) | 11,626 |
| CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD | 8,509 | 5,596 |
| CASH AND RESTRICTED CASH AT END OF PERIOD | $ 7,246 | $ 17,222 |
Supplemental Schedule of Non-Cash Investing and Financing Activities |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2023 | ||||
| Notes to Financial Statements | ||||
| Cash Flow, Supplemental Disclosures [Text Block] |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
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Note 1 - Basis of Presentation |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Business Description and Basis of Presentation [Text Block] |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2023 and 2022. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022.
On June 29, 2022, the Company’s shareholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. No change in ownership resulted from the reincorporation as each outstanding share of common stock was automatically converted into one share of the newly established Company. The name of the Company after reincorporation remains Maui Land & Pineapple Company, Inc. and shares of common stock continue to be listed on the New York Stock Exchange under the ticker symbol “MLP.”
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Note 2 - Cash and Cash Equivalents |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Cash and Cash Equivalents Disclosure [Text Block] |
Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.
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Note 3 - Restricted Cash |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Restricted Assets Disclosure [Text Block] |
Restricted cash of $10,000 at December 31, 2022 (audited) consisted of deposits held in escrow from the prospective buyer of a property held for sale. The funds held in escrow were returned to the Company due to the termination of the sale agreement in April 2023.
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Note 4 - Investments |
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| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] |
Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment by management on a periodic basis. If any impairment is considered other-than-temporary, the security is written down to its fair value and a corresponding loss recorded as a component of other income (expense).
Amortized cost and fair value of corporate debt securities at June 30, 2023 and December 31, 2022 consisted of the following:
Maturities of debt securities at June 30, 2023 and December 31, 2022 were as follows:
The fair value of debt securities were measured using Level 1 inputs which are based on quotes for trades occurring in active markets for identical assets.
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Note 5 - Property & Equipment |
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| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment Disclosure [Text Block] |
Property and equipment at June 30, 2023 and December 31, 2022 consisted of the following:
Land
The Company holds approximately 22,000 acres of land. Most of this land was acquired between 1911 and 1932 and is carried in its condensed consolidated balance sheets at cost. More than 20,400 acres are located in West Maui and is comprised of a largely contiguous collection of parcels which extend from the ocean to an elevation of approximately 5,700 feet. The West Maui landholdings include approximately 900 acres within Kapalua Resort, a master-planned, destination resort and residential community. Approximately 1,500 acres are located in Upcountry Maui in an area commonly known as Hali’imaile and is mainly comprised of leased agricultural fields, commercial and light industrial properties.
Land Improvements
Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Buildings
Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. The majority of the Company’s buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Machinery and Equipment
Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations.
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Note 6 - Assets Held for Sale |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Assets Held-for-Sale and Real Estate Sales Disclosure [Text Block] |
Assets held for sale consisted of the 46-acre Central Resort project located in Kapalua. In December 2021, the Company entered into an agreement to sell the Kapalua Central Resort project for $40.0 million. Terms of the agreement were subsequently amended to include a closing condition requiring the Maui Planning Commission to approve a five-year extension of a Special Management Area (“SMA”) permit issued by the County of Maui. The Company allowed the agreement with the buyer to expire on April 11, 2023. The application for the extension of the SMA permit is being managed by the Company while the project continues to be marketed for sale and joint venture.
The above assets held for sale have not been pledged as collateral under the Company’s credit facility.
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Note 7 - Contract Assets and Liabilities |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Revenue from Contract with Customer [Text Block] |
Receivables from contracts with customers were $0.4 million and $0.3 million at June 30, 2023 and December 31, 2022, respectively.
Deferred club membership revenue
The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over year. Revenue recognized for each of the six months ended June 30, 2023 and 2022 was $0.4 million.
Deferred license fee revenue
The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $2.0 million in March 2020. Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $0.1 million for each of the six months ended June 30, 2023 and 2022.
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Note 8 - Long-term Debt |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Debt Disclosure [Text Block] |
Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”) maturing on December 31, 2025. The Credit Facility provides options for revolving or term loan borrowing. Interest on loan borrowing is based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing may be fixed at the Bank’s commercial loan rates using an interest rate swap option. The Company has 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 of new indebtedness on collateralized properties without the prior written consent of the Bank.
The outstanding balance of the Credit Facility was at June 30, 2023 and December 31, 2022. The Company was in compliance with the covenants under the Credit Facility at June 30, 2023.
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Note 9 - Accrued Retirement Benefits |
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| Retirement Benefits [Text Block] |
Accrued retirement benefits at June 30, 2023 and December 31, 2022 consisted of the following:
The Company has a defined benefit pension plan which covers substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under the plan were frozen. The Company also has an unfunded non-qualified retirement plan covering nine of its former executives. The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits discontinued.
The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2023 and 2022 were as follows:
No contributions are required to be made to the defined benefit pension plan in 2023.
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Note 10 - Commitments and Contingencies |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Commitments and Contingencies Disclosure [Text Block] |
On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised 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.
An administrative hearing date previously scheduled for July 2023 was postponed due to continuing favorable negotiations with the State and the Company making progress towards the determination of a technical solution to resolve the Order. As a condition of the deferral of the administrative hearing, the Company will submit a progress update at the end of August 2023. The Company is engaged with a third party specialist to provide recommendations for a technical solution that would meet the requirements of the Order and the Company has committed to the State that a formal selection of a technical solution will be presented to the State on or before December 31, 2023. .
There are various other claims and legal actions pending against the Company. The resolution of these other matters is not expected to have a material adverse effect on the Company’s condensed consolidated interim financial position or results of operations after consultation with legal counsel.
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Note 11 - Leasing Arrangements |
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| Lessor, Operating Leases [Text Block] |
The Company leases land primarily to agriculture operators and space in commercial buildings primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Leasing income subject to ASC Topic 842 for the three and six months ended June 30, 2023 and 2022 were as follows:
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Note 12 - Share-based Compensation |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Share-Based Payment Arrangement [Text Block] |
The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan (“Equity Plan”).
Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of years. Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.
Directors receive both cash and equity compensation under the Equity Plan. Share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service and valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.
During the quarter ended June 30, 2023, options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors. The number of common shares granted which are subject to option for annual board service, board committee service, and continued service of the Chairman of the Board is 0.3 million shares, 0.1 million shares, and 0.4 million shares, respectively. Share-based compensation of stock option grants is valued at the commitment date, based on the fair value of the equity instruments, and is recognized as expense on a straight-line basis over the directors’ service period. For annual board service and board committee service, stock option grants have a contractual period of years and vest quarterly over 12 months. The exercise price per share is based on the average of the high and low share price on the date of grant, or $12.11 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.88 per share based on an expected term of 5.25 years, expected volatility of 28%, and a risk-free rate of 4.16%. During the three months ended June 30, 2023, 0.1 million share options vested to directors for annual board and committee service. For continued board service of the Chairman, the stock option grant has a contractual period of years which vests as follows: 0.1 million shares on June 1, 2024, 0.1 million shares on June 1, 2025, and 0.1 million shares on June 1, 2026. The exercise price per share is based on the average of the high and low share price on the date of grant, or $9.08 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.94 per share based on an expected term of 6.12 years, expected volatility of 37%, and a risk-free rate of 3.53%.
The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior, The Company does not currently issue dividends. There were no forfeitures of stock option grants as of June 30, 2023. Management does not anticipate future forfeitures to be material.
Share-based compensation expense totaled $0.8 million and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively. Included in these amounts were $0.1 million and $0.2 million of restricted common stock vested during the three months ended June 30, 2023 and 2022, respectively, and $1.0 million and $0.4 million of restricted common stock vested during the six months ended June 30, 2023 and 2022 respectively.
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Note 13 - Income Taxes |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Income Tax Disclosure [Text Block] |
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2023 and December 31, 2022, respectively.
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Note 14 -Earnings (Loss) Per Share |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Earnings Per Share [Text Block] |
Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Company’s Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares.
Basic and diluted weighted-average shares outstanding for the three months ended June 30, 2023 and 2022 were 19.6 million and 19.4 million, respectively. Basic and diluted weighted-average shares outstanding for the six months ended June 30, 2023 and 2022 were also 19.6 million and 19.4 million, respectively.
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Note 15 - Reporatable Operating Segments |
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| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting Disclosure [Text Block] |
The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources and by the Board of Directors. Reportable operating segments are as follows:
The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, and share-based compensation.
Reportable operating segment revenues and income for the three and six months ended June 30, 2023 and 2022 were as follows:
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Note 16 - Fair Value Measurements |
6 Months Ended | ||
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Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] |
GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method to determine the valuation of stock options granted to directors during the three months ended June 30, 2023 is described in Note 12.
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Note 17 - New Accounting Standard Adopted |
6 Months Ended | ||
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Jun. 30, 2023 | |||
| Notes to Financial Statements | |||
| Accounting Standards Update and Change in Accounting Principle [Text Block] |
In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses. The ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. The guidance requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The ASU did not have a material effect on the Company’s condensed consolidated interim financial statements.
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Note 18 - Subsequent Events |
6 Months Ended |
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Jun. 30, 2023 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
18. SUBSEQUENT EVENT
On August 18, 2023, the Island of Maui experienced several large wildfires that severely impacted the residents, businesses and communities throughout Maui. The devastating fires directly impacted Central Maui, otherwise known as Upcountry Maui, South Maui in the vicinity of Kihei Town and most severely, the historical, West Maui town of Lahaina.
The Company’s land and asset holdings are located in two primary areas on Maui, approximately 1,500 acres are located Upcountry Maui in the Town of Hali’imaile and approximately 20,400 acres are located in West Maui in the Kapalua Resort area. The Company’s land and property holdings were not affected by the fires. The Company is actively supporting efforts to provide support and aid to our impacted tenants, partners, and the communities and residents of the Island of Maui.
On August 14, 2023, the Company filed with the SEC, Form 12b-25 to provide notification for late filing of our 2023 Q2 Form 10-Q that was due on August 14, 2023. The primary reason for the notice was due to the impacts of the wildfires as described above. The following is the narrative submitted with the filing of Form 12B-25:
The Company, including its corporate office and key team members, are primarily located near Lahaina on the island of Maui. Maui has recently experienced disastrous wildfires that have devastated the community. The wildfires have created power outages, limiting access to internet and phone services, and have adversely affected management’s availability. The Company is unable to file the Quarterly Report by the prescribed filing deadline without unreasonable effort and expense, because it requires additional time (1) to complete the preparation of its financial statements and other disclosures in the Quarterly Report, and (2) for its independent registered public accounting firm to finalize the review of the financial statements. The Company currently expects to file the Quarterly Report within the five calendar day extension period provided under Rule 12b-25.
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Note 4 - Investments (Tables) |
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| Debt Securities, Held-to-Maturity [Table Text Block] |
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| Investments Classified by Contractual Maturity Date [Table Text Block] |
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Note 5 - Property & Equipment (Tables) |
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| Property, Plant and Equipment [Table Text Block] |
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Note 9 - Accrued Retirement Benefits (Tables) |
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| Schedule of Defined Benefit Plans Disclosures [Table Text Block] |
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| Schedule of Net Benefit Costs [Table Text Block] |
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Note 11 - Leasing Arrangements (Tables) |
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| Operating Lease, Lease Income [Table Text Block] |
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Note 15 - Reporatable Operating Segments (Tables) |
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| Schedule of Segment Reporting Information, by Segment [Table Text Block] |
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Supplemental Schedule of Non-Cash Investing and Financing Activities (Details Textual) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
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| Stock Issued | $ 1.0 | $ 0.6 |
Note 1 - Basis of Presentation (Details Textual) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
Jun. 29, 2022 |
|---|---|---|---|
| Capital Units, Authorized | 48,000,000 | ||
| Common Stock, Shares Authorized | 43,000,000 | 43,000,000 | 43,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Note 3 - Restricted Cash (Details Textual) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Restricted Cash and Cash Equivalents, Current | $ 0 | $ 10,000 |
| Deposits held in Escrow for Properties Held for Sale [Member] | ||
| Restricted Cash and Cash Equivalents, Current | $ 10,000 |
Note 4 - Investments - Amortized Cost to Fair Value of Debt Securities (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Amortized cost | $ 3,059 | $ 2,983 |
| Unrealized gains | 0 | 9 |
| Unrealized losses | (8) | 0 |
| Fair value | $ 3,051 | $ 2,992 |
Note 4 - Investments - Maturities of Debt Securities (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| One year or less, amortized cost | $ 2,785 | $ 2,432 |
| Debt Securities, Held-to-Maturity, Fair Value, Maturity, Allocated and Single Maturity Date, Year One | 2,778 | 2,440 |
| Greater than one year through five years, amortized cost | 274 | 551 |
| Greater than one year through five years, fair value | 273 | 552 |
| Amortized cost | 3,059 | 2,983 |
| Fair value | $ 3,051 | $ 2,992 |
Note 5 - Property & Equipment (Details Textual) - Land [Member] |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
a
| |
| Area of Land (Acre) | 22,000 |
| West Maui [Member] | |
| Area of Land (Acre) | 20,400 |
| Area of Elevation from Sea, Feet | 5,700 |
| West Maui [Member] | Kapalua Resort [Member] | |
| Area of Land Designated (Acre) | 900 |
| Upcountry Maui [Member] | |
| Area of Land (Acre) | 1,500 |
Note 5 - Property & Equipment - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Property, plant and equipment, gross | $ 51,402 | $ 51,224 |
| Less accumulated depreciation | 35,836 | 35,346 |
| Property and equipment, net | 15,566 | 15,878 |
| Land [Member] | ||
| Property, plant and equipment, gross | 5,052 | 5,052 |
| Land Improvements [Member] | ||
| Property, plant and equipment, gross | 12,943 | 12,943 |
| Building [Member] | ||
| Property, plant and equipment, gross | 22,869 | 22,869 |
| Machinery and Equipment [Member] | ||
| Property, plant and equipment, gross | 10,398 | 10,360 |
| Construction in Progress [Member] | ||
| Property, plant and equipment, gross | $ 140 | $ 0 |
Note 6 - Assets Held for Sale (Details Textual) $ in Millions |
Jun. 30, 2023
USD ($)
|
|---|---|
| Kapalua Central Resort Project [Member] | |
| Receivables, Long-Term Contracts or Programs | $ 40 |
Note 7 - Contract Assets and Liabilities 1 (Details Textual) - USD ($) $ in Thousands |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
Mar. 31, 2020 |
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| Contract with Customer, Receivable, after Allowance for Credit Loss, Total | $ 400 | $ 300 | ||
| Club Membership [Member] | ||||
| Contract with Customer, Liability, Revenue Recognized | 400 | $ 400 | ||
| License [Member] | ||||
| Contract with Customer, Liability, Revenue Recognized | 100 | $ 100 | ||
| Contract with Customer, Liability, Noncurrent | $ 1,433 | $ 1,500 | $ 2,000 | |
Note 8 - Long-term Debt (Details Textual) - First Hawaiian Bank Revolving Line of Credit [Member] - Revolving Credit Facility [Member] $ in Thousands |
6 Months Ended | |
|---|---|---|
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Jun. 30, 2023
USD ($)
ft²
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Dec. 31, 2022
USD ($)
|
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| Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | |
| Line of Credit Facility, Commitment Fee Amount | 0 | |
| Debt Instrument, Covenant, Required Minimum Liquidity | 2,000 | |
| Debt Instrument, Covenant, Maximum Total Liabilities | 45,000 | |
| Long-Term Line of Credit, Total | $ 0 | $ 0 |
| Kapalua Resort [Member] | ||
| Pledged Assets not Separately Reported, Area of Real Estate (Square Foot) | ft² | 30,000 | |
| Base Rate [Member] | ||
| Debt Instrument, Basis Spread on Variable Rate | 0.01125% |
Note 9 - Accrued Retirement Benefits - Accrued Retirement Beenfits (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Accrued retirement benefits | $ 2,768 | $ 2,754 |
| Less current portion | 142 | 142 |
| Non-current portion of accrued retirement benefits | 2,626 | 2,612 |
| Pension Plan [Member] | Qualified Plan [Member] | ||
| Accrued retirement benefits | 1,059 | 1,023 |
| Supplemental Employee Retirement Plan [Member] | Nonqualified Plan [Member] | ||
| Accrued retirement benefits | $ 1,709 | $ 1,731 |
Note 9 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
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| Interest cost | $ 203 | $ 264 | $ 406 | $ 529 |
| Expected return on plan assets | (164) | (306) | (328) | (612) |
| Amortization of net loss | 82 | 156 | 165 | 312 |
| Pension and other postretirement expenses | $ 121 | $ 114 | $ 243 | $ 229 |
Note 10 - Commitments and Contingencies (Details Textual) |
Dec. 31, 2018
USD ($)
|
|---|---|
| Notice and Finding of Violation and Order [Member] | |
| Loss Contingency, Damages Sought, Value | $ 230,000 |
Note 11 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
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| Minimum rentals | $ 837 | $ 818 | $ 1,644 | $ 1,640 |
| Percentage rentals | 536 | 578 | 1,031 | 971 |
| Licensing fees | 295 | 275 | 518 | 498 |
| Other | 238 | 264 | 443 | 603 |
| Total | 2,241 | 2,198 | 4,318 | 4,228 |
| Operating Lease Income Including Water System Sales [Member] | ||||
| Total | $ 1,906 | $ 1,935 | $ 3,636 | $ 3,712 |
Note 14 -Earnings (Loss) Per Share (Details Textual) - shares shares in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Weighted Average Number of Shares Outstanding, Basic | 19.6 | 19.4 | 19.6 | 19.4 |