10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

OR

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

For the transition period from    to

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

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

200 Village Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	MLP	NYSE

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Class	Outstanding at November 1, 2023
Common Stock, $0.0001 par value	19,624,229 shares

MAUI LAND & PINEAPPLE COMPANY, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION	5
Item 1. Condensed Consolidated Interim Financial Statements (unaudited)	5
Condensed Consolidated Balance Sheets, September 30, 2023 and December 31, 2022 (audited)	5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Three Months Ended September 30, 2023 and 2022	6
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Nine Months Ended September 30, 2023 and 2022	7
Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Nine Months Ended September 30, 2023 and 2022	8
Condensed Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2023 and 2022	9
Notes to Condensed Consolidated Interim Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II. OTHER INFORMATION	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 6. Exhibits	22
Signature	23
EXHIBIT INDEX	22
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101
Exhibit 104

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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:

• the occurrence of natural disasters such as the Maui wildfires that occurred on August 8, 2023, changes in weather conditions, or threats of the spread of contagious diseases;

• 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;

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

• risks associated with real estate investments, including demand for real estate and tourism in Hawaii;

• security incidents through cyber-attacks or intrusions on our information systems;

• our ability to complete land development projects within forecasted time and budget expectations;

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

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

• potential liabilities and obligations under various federal, state and local environmental regulations;

• our ability to cover catastrophic losses in excess of insurance coverages;

• unauthorized use of our trademarks could negatively impact our business;

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

• our ability to comply with funding requirements of our retirement plans;

• 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;

• 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

• changes in U.S. accounting standards adversely impacting us.

3

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.

4

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(unaudited)			(audited)
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,771		$	8,499
Restricted cash		-			10
Accounts receivable, net		869			892
Investments, current portion		2,752			2,432
Prepaid expenses and other assets		739			368
Assets held for sale		3,131			3,019
Total current assets		14,262			15,220
PROPERTY & EQUIPMENT, NET		16,049			15,878
OTHER ASSETS
Investments, net of current portion		333			551
Deferred development costs		9,585			9,566
Other noncurrent assets		1,217			1,191
Total other assets		11,135			11,308
TOTAL ASSETS	$	41,446		$	42,406
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	1,129		$	589
Payroll and employee benefits		783			869
Accrued retirement benefits, current portion		142			142
Deferred revenue, current portion		289			227
Other current liabilities		467			480
Total current liabilities		2,810			2,307
LONG-TERM LIABILITIES
Accrued retirement benefits, net of current portion		2,633			2,612
Deferred revenue, net of current portion		1,400			1,500
Deposits		2,148			2,185
Other noncurrent liabilities		17			30
Total long-term liabilities		6,198			6,327
TOTAL LIABILITIES		9,008			8,634
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,604,509 and 19,476,671 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		84,570			83,392
Additional paid-in-capital		10,098			9,184
Accumulated deficit		(54,210	)		(50,537	)
Accumulated other comprehensive loss		(8,020	)		(8,267	)
Total stockholders' equity		32,438			33,772
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	41,446		$	42,406

See Notes to Condensed Consolidated Interim Financial Statements

5

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30,
	2023			2022
	(in thousands except per share amounts)
OPERATING REVENUES
Leasing	$	1,931		$	2,330
Resort amenities and other		170			221
Total operating revenues		2,101			2,551
OPERATING COSTS AND EXPENSES
Real estate		108			117
Leasing		1,151			869
Resort amenities and other		201			330
General and administrative		938			661
Share-based compensation		700			302
Depreciation		192			280
Total operating costs and expenses		3,290			2,559
OPERATING LOSS		(1,189	)		(8	)
Other income		120			-
Pension and other post-retirement expenses		(121	)		(114	)
Interest expense		(2	)		(2	)
NET LOSS	$	(1,192	)	$	(124	)
Other comprehensive income - pension, net		83			156
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(1,109	)	$	32
NET LOSS PER COMMON SHARE-BASIC AND DILUTED	$	(0.06	)	$	(0.01	)

See Notes to Condensed Consolidated Interim Financial Statements

6

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30,
	2023			2022
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	19		$	11,600
Leasing		6,249			6,559
Resort amenities and other		604			628
Total operating revenues		6,872			18,787
OPERATING COSTS AND EXPENSES
Real estate		526			913
Leasing		2,984			2,608
Resort amenities and other		1,113			1,170
General and administrative		2,996			2,177
Share-based compensation		2,472			958
Depreciation		683			830
Total operating costs and expenses		10,774			8,656
OPERATING INCOME (LOSS)		(3,902	)		10,131
Other income		598			-
Pension and other post-retirement expenses		(364	)		(343	)
Interest expense		(5	)		(5	)
NET INCOME (LOSS)	$	(3,673	)	$	9,783
Other comprehensive income - pension, net		247			468
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(3,426	)	$	10,251
NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED	$	(0.19	)	$	0.50

See Notes to Condensed Consolidated Interim Financial Statements.

7

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2023 and 2022

(UNAUDITED)

(in thousands)

													Accumulated
							Additional						Other
	Common Stock						Paid in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Loss			Total
Balance, January 1, 2023		19,477		$	83,392		$	9,184		$	(50,537	)	$	(8,267	)	$	33,772
Share-based compensation		67			620			1,429									2,049
Vested restricted stock issued		96			956			(956	)								-
Shares cancelled to pay tax liability		(50	)		(547	)											(547	)
Other comprehensive income - pension														164			164
Net loss											(2,481	)					(2,481	)
Balance, June 30, 2023		19,590		$	84,421		$	9,657		$	(53,018	)	$	(8,103	)	$	32,957
Share-based compensation								611									611
Vested restricted stock issued		16			170			(170	)								-
Shares cancelled to pay tax liability		(1	)		(21	)											(21	)
Other comprehensive income - pension														83			83
Net loss											(1,192	)					(1,192	)
Balance, September 30, 2023		19,605		$	84,570		$	10,098		$	(54,210	)	$	(8,020	)	$	32,438
Balance, January 1, 2022		19,383		$	82,378		$	9,184		$	(52,324	)	$	(15,648	)	$	23,590
Share-based compensation		49			494			443									937
Vested restricted stock issued		40			443			(443	)								-
Shares cancelled to pay tax liability		(28	)		(290	)											(290	)
Other comprehensive income - pension														312			312
Net income											9,907						9,907
Balance, June 30, 2022		19,444		$	83,025		$	9,184		$	(42,417	)	$	(15,336	)	$	34,456
Share-based compensation								198									198
Vested restricted stock issued		18			198			(198	)								-
Shares cancelled to pay tax liability		(2	)		(20	)											(20	)
Other comprehensive income - pension														156			156
Net loss											(124	)					(124	)
Balance, September 30, 2022		19,460		$	83,203		$	9,184		$	(42,541	)	$	(15,180	)	$	34,666

See Notes to Condensed Consolidated Interim Financial Statements.

8

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2023			2022
	(in thousands)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(197	)	$	6,064
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs		(872	)		(34	)
Purchases of bond investments		(2,424	)		-
Maturities of bond investments		2,323			-
NET CASH USED IN INVESTING ACTIVITIES		(973	)		(34	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt and common stock issuance costs and other		(568	)		(311	)
NET CASH USED IN FINANCING ACTIVITIES		(568	)		(311	)
NET (DECREASE) INCREASE IN CASH		(1,738	)		5,719
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD		8,509			5,596
CASH AND RESTRICTED CASH AT END OF PERIOD	$	6,771		$	11,315

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

● Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $1.2 million and $0.8 million for the nine months ended September 30, 2023 and 2022, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

9

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2023 and 2022

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, 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 September 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 previously issued when the Company was incorporated in Hawaii 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.”

2. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

3. RESTRICTED CASH

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.

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 expense.

10

Amortized cost and fair value of corporate debt securities at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,			December 31,
	2023			2022
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,085		$	2,983
Unrealized gains		-			9
Unrealized losses		(8	)		-
Fair value	$	3,077		$	2,992

Maturities of debt securities at September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023 (unaudited)				December 31, 2022 (audited)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
One year or less	$	2,752	$	2,746	$	2,432	$	2,440
Greater than one year through five years		333		331		551		552
	$	3,085	$	3,077	$	2,983	$	2,992

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.

5. PROPERTY & EQUIPMENT

Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Land	$	5,052	$	5,052
Land improvements		13,657		12,943
Buildings		22,869		22,869
Machinery and equipment		10,398		10,360
Construction in progress		102		-
Total property and equipment		52,078		51,224
Less accumulated depreciation		36,029		35,346
Property and equipment, net	$	16,049	$	15,878

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 1970s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

11

Buildings

The Company holds approximately 260,000 square feet of leasable area on the island of Maui. Buildings are comprised of restaurant, retail, and light industrial spaces located at the Kapalua Resort and in Hali’imaile. 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.

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 $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 is marketed for sale or joint venture.

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

7. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.3 million and $0.4 million at September 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 one year. Revenue recognized for each of the nine months ended September 30, 2023 and 2022 was $0.6 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 nine months ended September 30, 2023 and 2022.

8. LONG-TERM DEBT

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.

12

The outstanding balance of the Credit Facility was zero at September 30, 2023 and December 31, 2022. The Company was in compliance with the covenants under the Credit Facility at September 30, 2023.

9. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Defined benefit pension plan	$	1,077	$	1,023
Non-qualified retirement plans		1,698		1,731
Total		2,775		2,754
Less current portion		142		142
Non-current portion of accrued retirement benefits	$	2,633	$	2,612

The Company has a defined benefit pension plan which covers many of its former bargaining unit employees and an unfunded non-qualified plan covering nine former non-bargaining unit management and former executives. In 2011, pension benefits under the qualified plan were frozen and the non-qualified retirement plan was frozen in 2009. All future vesting of additional benefits were discontinued effective in 2011 for the qualified plan and 2009 for the unqualified plan. During the nine months ended September 30, 2023, the Board approved the termination of the defined benefit pension plan and the non-qualified retirement plan. The final settlements of the plan terminations are expected to be completed in 2024.

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Interest cost	$	203		$	264		$	608		$	793
Expected return on plan assets		(165	)		(306	)		(491	)		(918	)
Amortization of net loss		83			156			247			468
Pension and other postretirement expenses	$	121		$	114		$	364		$	343

No contributions are required to be made to the defined benefit pension plan in 2023.

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 $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 evidentiary hearing previously scheduled for July 2023 was postponed indefinitely due to continuing favorable negotiations with the DOH 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 submitted a progress update on October 11, 2023. The Company is engaged with a specialist to provide recommendations for a technical solution that would meet the requirements of the Order. The Company has committed to the DOH that a formal selection of a technical solution will be presented on or before February 15, 2024.

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On August 8, 2023, the island of Maui experienced several large wildfires impacting the Upcountry Maui and Lahaina areas. While the Company’s land and property holdings were not damaged by the fires, management continues to evaluate for potential contingencies or commitments, including its impact to tenants, partners, and communities located in the affected areas.

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 nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2023		2022		2023		2022
	(in thousands)
Minimum rentals	$	849	$	821	$	2,493	$	2,461
Percentage rentals		233		566		1,263		1,538
Licensing fees		188		259		706		757
Other		349		396		916		999
Total	$	1,619	$	2,042	$	5,378	$	5,755

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 three 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 which are 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.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors during the quarter ended June 30, 2023. The number of common shares 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 option vesting period. For annual board service and board committee service, stock option grants have a contractual period of ten 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 market 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%. Approximately 0.1 million and 0.2 million share options vested to directors for annual board and committee service during three and nine months ended September 30, 2023, respectively. For continued board service of the Chairman, the stock option grant has a contractual period of ten 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%.

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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 September 30, 2023. Management does not anticipate future forfeitures to be material.

Share-based compensation expense totaled $0.7 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $1.0 million for the nine months ended September 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 September 30, 2023 and 2022, respectively, and $0.7 million and $0.6 million of restricted common stock vested during the nine months ended September 30, 2023 and 2022, respectively.

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 September 30, 2023 and December 31, 2022, respectively.

14. EARNINGS (LOSS) PER SHARE

Basic net income (loss) 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 (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares 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 and nine months ended September 30, 2023 were 19.6 million. Basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2022 were 19.4 million.

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.

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Reportable operating segment revenues and income for the three and nine months ended September 30, 2023 and 2022 did not include land sales in these respective periods as opposed to $11.6M in properties sold in the prior three and nine month periods ending September 30, 2022. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine better utilization to value creating of its assets. The reportable segment data is presented as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	-		$	19		$	11,600
Leasing		1,931			2,330			6,249			6,559
Resort amenities and other		170			221			604			628
Total Operating Segment Revenues	$	2,101		$	2,551		$	6,872		$	18,787
Operating Segment Income (Loss)
Real estate	$	(108	)	$	(117	)	$	(507	)	$	10,687
Leasing		780			1,461			3,265			3,951
Resort amenities and other		(31	)		(109	)		(509	)		(542	)
Total Operating Segment Income	$	641		$	1,235		$	2,249		$	14,096

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 nine months ended September 30, 2023 is described in Note 12.

17. NEW ACCOUNTING STANDARD ADOPTED

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326) 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.

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

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

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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 previously issued when the Company was incorporated in Hawaii 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 and steward approximately 22,000 acres of land on the island of Maui, Hawaii along with approximately 260,000 square feet of commercial properties. A leadership transition began in April 2023 with the addition of a CEO and Board Chair, both experienced in real estate planning, development, and asset management. Between April and October, the transition continued with the addition of three team members with planning, community development, and land management experience. In this new chapter for Maui Land & Pineapple Company, our mission is to meet the critical needs of the community by carefully ensuring our assets are actively used to their fullest potential.

As an initial step by the new leadership team, we have audited our assets under management and available for development. The initial results of this review identified a material opportunity to increase the level of utilization, occupancy, and stabilized income from our operating assets. 

At September 30, 2023, our commercial properties and land were occupied at the following levels:

Asset Management Summary (a non-GAAP financial measurement): Q3 2023
Commercial Real Estate	Total		Leased					Vacant
(CRE)	(square feet)		Sq. ft.		Percent			Sq. ft.		Percent
Industrial		186,717		113,219		61	%		73,498		39	%
Office		11,568		4,640		40	%		6,928		60	%
Retail		62,496		58,298		93	%		4,198		7	%
Residential		5,055		1,500		30	%		3,555		70	%
Total CRE		265,836		177,657		67	%		88,179		33	%

	Total		Leased					Vacant
Land	(acres)		Acres		Percent			Acres		Percent
Comm./Ind.		22		22		100	%		-		0	%
Residential		933		12		1	%		921		99	%
Agriculture		10,981		3,596		33	%		7,385		67	%
Conservation		10,350		-		0	%		10,350		100	%
Total (acres)		22,286		3,630		16	%		18,656		84	%

To improve the stable operating revenue from our buildings and lands, we have developed updated tenanting plans for our properties, with a focus on placemaking in our town centers. Short-term impacts to earnings may be anticipated as tenant improvements are performed in order to improve occupancy and reposition spaces and land with tenancies at market rents. Long-term positive impacts to operating revenues are intended as the occupancy of our existing land and commercial real estate portfolio is improved.

To establish and execute our land utilization strategies, investments will be made internally to reposition our team with the necessary capabilities along with market research, planning, and engineering services. Our primary goal is to establish executable strategies for the conversion of land from current uses to meet the long-term needs of the community, including the provision of land for agriculture and housing in a supply-constrained market. Long-term positive changes in land development and sales revenues should be expected as non-strategic lands are identified for sale and strategic land developments are advanced to completion.

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Results of Operations

Three and Nine Months Ended September 30, 2023 compared to Three and Nine Months Ended September 30, 2022

CONSOLIDATED

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands except per share amounts)
Operating revenues	$	2,101		$	2,551		$	6,872		$	18,787
Segment operating costs and expenses		(1,460	)		(1,316	)		(4,623	)		(4,691	)
General and administrative		(938	)		(661	)		(2,996	)		(2,177	)
Share-based compensation		(700	)		(302	)		(2,472	)		(958	)
Depreciation		(192	)		(280	)		(683	)		(830	)
Operating income (loss)		(1,189	)		(8	)		(3,902	)		10,131
Other income		120			-			598			-
Pension and other postretirement expenses		(121	)		(114	)		(364	)		(343	)
Interest expense		(2	)		(2	)		(5	)		(5	)
Net income (loss)	$	(1,192	)		(124	)	$	(3,673	)		9,783
Net income (loss) per Common Share	$	(0.06	)	$	(0.01	)	$	(0.19	)	$	0.50

REAL ESTATE

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating revenues	$	-		$	-		$	19		$	11,600
Operating costs and expenses		(108	)		(117	)		(526	)		(913	)
Operating income (loss)	$	(108	)	$	(117	)	$	(507	)	$	10,687

There were no sales of real estate during the three and nine months ended September 30, 2023. During the nine months ended September 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 nine months ended September 30, 2023 include $0.4 million of transition costs related to the separation from employment of our former Vice President. For the nine months ended September 30, 2022, we recognized $0.9 million related to the cost of land parcels sold.

Property and development costs capitalized during the nine months ended September 30, 2023 totaled $0.2 million. There were no significant real estate development expenditures during the nine 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.

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LEASING

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating revenues	$	1,931		$	2,330		$	6,249		$	6,559
Operating costs and expenses		(1,151	)		(869	)		(2,984	)		(2,608	)
Operating income	$	780		$	1,461		$	3,265		$	3,951

Visitor traffic was returning to pre-pandemic levels until the occurrence of the Maui wildfires on August 8, 2023 and devastated the Island of Maui, in particular the West Maui town of Lahaina which is the island’s major tourist attraction. Income from our leasing operations decreased during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, directly due to impact of the Maui wildfires and the loss of percentage rents for the months of August and September 2023.

Operating expenses increased for the nine months ended September 30, 2023, compared to the nine months ended September 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						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating revenues	$	170		$	221		$	604		$	628
Operating costs and expenses		(201	)		(330	)		(1,113	)		(1,170	)
Operating loss	$	(31	)	$	(109	)	$	(509	)	$	(542	)

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 nine months ended September 30, 2023 were offset by an annual increase in dues rates and a decrease in operational costs as all the amenities closed as a result of the Maui wildfires from August 8, 2023 to the end of the third fiscal quarter. Revenues during the current year’s three months ended September 30, 2023 decreased as a result of the suspension of club fees due to the impacts of the Maui wildfires.

The decrease in operating costs for the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, was primarily due to the closure of the golf courses and club amenities as a result of the Maui wildfires.

GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION

The increase in general and administrative costs and share-based compensation for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 was attributable to expenses related to the transition of director and management personnel. General and administrative costs increased to $0.8 million for the nine months ended September 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 nine months ended September 30, 2023.

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During the nine months ended September 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 three and nine months ended September 30, 2023, 82,000 and 164,000 share options vested to directors for annual board and committee service. Total share-based compensation expense, including vesting of restricted common stock, was $0.7 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively.

OTHER INCOME

Interest income of $0.1 million and $0.4 million was earned on our money market and bond investment portfolio during the three and nine months ended September 30, 2023, respectively. We also recognized $0.2 million of cash collateral returned from an owner-controlled insurance program of a former partnership interest. The Company does not maintain or possess any off balance sheet financing nor transactions.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our cash and cash equivalents were $6.8 million and $8.5 million (audited) at September 30, 2023 and December 31, 2022, respectively.

We also had investments of $3.1 million and $3.0 million at September 30, 2023 and December 31, 2022, respectively. Our investments consist of corporate bond securities maturing on various dates through January 2025. These bond investments yield approximately 5.5% at September 30, 2023. We intend to hold our bond securities until maturity.

At September 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 September 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 nine months ended September 30, 2023 was $0.2 million, and $6.1 million for the nine months ended September 30, 2022.

There were no sales of real estate during the nine months ended September 30, 2023. In the nine months ended September 30, 2022, we collected $2.0 million and $9.6 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 $0.4 million for the nine months ended September 30, 2023.

The outstanding balance of our Credit Facility remained zero at September 30, 2023. There were no interest payments on our Credit Facility due during the nine months ended September 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.

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Capital Resources

Our business initiatives include investing in our operating infrastructure, and 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 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 nine months ended September 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 nine months ended September 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.

21

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 nine months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

For information related to Item 1. Legal Proceedings, refer to Note 10, Commitments and Contingencies, to our condensed consolidated interim financial statements included herein.

Item1A. RISK FACTORS

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report 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 nine months ended September 30, 2023, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.

Item 6. EXHIBITS

31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Link Document
104*	Cover Page InCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith
**	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.

22

SIGNATURE

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

	MAUI LAND & PINEAPPLE COMPANY, INC.
November 13, 2023	/s/ WADE K. KODAMA
Date	Wade K. Kodama
	Chief Financial Officer
	(Principal Financial Officer)

23

EX-31.1

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:

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

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2023
		/s/ RACE RANDLE
	Name:	Race Randle
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

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:

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

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2023
		/s/ WADE K. KODAMA
	Name:	Wade K. Kodama
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

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

Certification

Pursuant to 18 U.S.C. Section 1350,

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 September 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:

(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

(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.

/s/ RACE RANDLE

Race Randle

Chief Executive Officer

(Principal Executive Officer)

Date: November 13, 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.

EX-32.2

Exhibit 32.2

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

Certification

Pursuant to 18 U.S.C. Section 1350,

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 September 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:

(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

(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.

/s/ WADE K. KODAMA

Wade K. Kodama

Chief Financial Officer

(Principal Financial Officer)

Date: November 13, 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.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-06510
Entity Registrant Name	MAUI LAND & PINEAPPLE COMPANY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	99-0107542
Entity Address, Address Line One	200 Village Road, Lahaina
Entity Address, City or Town	Maui
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96761
City Area Code	808
Local Phone Number	877-3351
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	MLP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		19,624,229
Entity Central Index Key	0000063330
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Curent Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 6,771	$ 8,499
Restricted cash	0	10
Accounts receivable, net	869	892
Investments, current portion	2,752	2,432
Prepaid expenses and other assets	739	368
Assets held for sale	3,131	3,019
Total current assets	14,262	15,220
PROPERTY & EQUIPMENT, NET	16,049	15,878
OTHER ASSETS
Investments, net of current portion	333	551
Deferred development costs	9,585	9,566
Other noncurrent assets	1,217	1,191
Total other assets	11,135	11,308
TOTAL ASSETS	41,446	42,406
CURRENT LIABILITIES
Accounts payable	1,129	589
Payroll and employee benefits	783	869
Accrued retirement benefits, current portion	142	142
Deferred revenue, current portion	289	227
Other current liabilities	467	480
Total current liabilities	2,810	2,307
LONG-TERM LIABILITIES
Accrued retirement benefits, net of current portion	2,633	2,612
Other noncurrent liabilities	17	30
Total long-term liabilities	6,198	6,327
TOTAL LIABILITIES	9,008	8,634
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,604,509 and 19,476,671 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	84,570	83,392
Additional paid-in-capital	10,098	9,184
Accumulated deficit	(54,210)	(50,537)
Accumulated other comprehensive loss	(8,020)	(8,267)
Total stockholders' equity	32,438	33,772
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	41,446	42,406
License [Member]
LONG-TERM LIABILITIES
Deferred revenue, net of current portion	1,400	1,500
Member Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue, net of current portion	$ 2,148	$ 2,185

XML

Condensed Consolidated Balance Sheets (Curent Period Unaudited) (Parentheticals) - $ / shares	Sep. 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)	19,604,509	19,476,671
Common Stock, Shares, Outstanding (in shares)	19,604,509	19,476,671

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
OPERATING REVENUES
Leasing	$ 1,931	$ 2,330	$ 6,249	$ 6,559
Operating revenues			19	11,600
Total operating revenues	2,101	2,551	6,872	18,787
OPERATING COSTS AND EXPENSES
Leasing	1,151	869	2,984	2,608
General and administrative	938	661	2,996	2,177
Share-based compensation	700	302	2,472	958
Depreciation	192	280	683	830
Total operating costs and expenses	3,290	2,559	10,774	8,656
OPERATING INCOME (LOSS)	(1,189)	(8)	(3,902)	10,131
Other income	120	0	598	0
Pension and other post-retirement expenses	(121)	(114)	(364)	(343)
Interest expense	(2)	(2)	(5)	(5)
NET INCOME (LOSS)	(1,192)	(124)	(3,673)	9,783
Other comprehensive income - pension, net	83	156	247	468
TOTAL COMPREHENSIVE INCOME (LOSS)	$ (1,109)	$ 32	$ (3,426)	$ 10,251
NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED (in dollars per share)	$ (0.06)	$ (0.01)	$ (0.19)	$ 0.50
EARNINGS PER COMMON SHARE-BASIC AND DILUTED
NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED (in dollars per share)	$ (0.06)	$ (0.01)	$ (0.19)	$ 0.50
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	$ 170	$ 221	$ 604	$ 628
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	201	330	1,113	1,170
Real Estate [Member]
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	$ 108	$ 117	$ 526	$ 913

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2021	19,383
Balance at Dec. 31, 2021	$ 82,378	$ 9,184	$ (52,324)	$ (15,648)	$ 23,590
Share-based compensation (in shares)	49
Share-based compensation		443			937
Vested restricted stock issued (in shares)	40
Vested restricted stock issued	$ 443	(443)			0
Shares cancelled to pay tax liability (in shares)	(28)
Shares cancelled to pay tax liability	$ (290)				(290)
Other comprehensive income - pension				312	312
Net loss			9,907		9,907
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)	49
Share-based compensation	$ 494
Other comprehensive income - pension, net				312	312
Balance (in shares) at Jun. 30, 2022	19,444
Balance at Jun. 30, 2022	$ 83,025	9,184	(42,417)	(15,336)	34,456
Balance (in shares) at Dec. 31, 2021	19,383
Balance at Dec. 31, 2021	$ 82,378	9,184	(52,324)	(15,648)	23,590
Other comprehensive income - pension					468
Net loss					9,783
Other comprehensive income - pension, net					468
Balance (in shares) at Sep. 30, 2022	19,460
Balance at Sep. 30, 2022	$ 83,203	9,184	(42,541)	(15,180)	34,666
Balance (in shares) at Jun. 30, 2022	19,444
Balance at Jun. 30, 2022	$ 83,025	9,184	(42,417)	(15,336)	34,456
Share-based compensation (in shares)	18
Vested restricted stock issued	$ 198	(198)			0
Shares cancelled to pay tax liability (in shares)	(2)
Shares cancelled to pay tax liability	$ (20)				(20)
Other comprehensive income - pension				(156)	156
Net loss			(124)		(124)
Share-based compensation		198			198
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)	18
Other comprehensive income - pension, net				(156)	156
Balance (in shares) at Sep. 30, 2022	19,460
Balance at Sep. 30, 2022	$ 83,203	9,184	(42,541)	(15,180)	34,666
Balance (in shares) at Dec. 31, 2022	19,477
Balance at Dec. 31, 2022	$ 83,392	9,184	(50,537)	(8,267)	33,772
Share-based compensation (in shares)	67
Share-based compensation	$ 620	1,429			2,049
Vested restricted stock issued (in shares)	96
Vested restricted stock issued	$ 956	(956)			0
Shares cancelled to pay tax liability (in shares)	(50)
Shares cancelled to pay tax liability	$ (547)				(547)
Other comprehensive income - pension				164	164
Net loss			(2,481)		(2,481)
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)	67
Other comprehensive income - pension, net				164	164
Balance (in shares) at Jun. 30, 2023	19,590
Balance at Jun. 30, 2023	$ 84,421	9,657	(53,018)	(8,103)	32,957
Balance (in shares) at Dec. 31, 2022	19,477
Balance at Dec. 31, 2022	$ 83,392	9,184	(50,537)	(8,267)	33,772
Other comprehensive income - pension					247
Net loss					(3,673)
Other comprehensive income - pension, net					247
Balance (in shares) at Sep. 30, 2023	19,605
Balance at Sep. 30, 2023	$ 84,570	10,098	(54,210)	(8,020)	32,438
Balance (in shares) at Jun. 30, 2023	19,590
Balance at Jun. 30, 2023	$ 84,421	9,657	(53,018)	(8,103)	32,957
Vested restricted stock issued (in shares)	16
Vested restricted stock issued	$ 170	(170)			0
Shares cancelled to pay tax liability (in shares)	(1)
Shares cancelled to pay tax liability	$ (21)				(21)
Other comprehensive income - pension				83	83
Net loss			(1,192)		(1,192)
Share-based compensation		611			611
Other comprehensive income - pension, net				83	83
Balance (in shares) at Sep. 30, 2023	19,605
Balance at Sep. 30, 2023	$ 84,570	$ 10,098	$ (54,210)	$ (8,020)	$ 32,438

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$ (197)	$ 6,064
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs	(872)	(34)
Purchases of bond investments	(2,424)	0
Maturities of bond investments	2,323	0
NET CASH USED IN INVESTING ACTIVITIES	(973)	(34)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt and common stock issuance costs and other	(568)	(311)
NET CASH USED IN FINANCING ACTIVITIES	(568)	(311)
NET (DECREASE) INCREASE IN CASH	(1,738)	5,719
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD	8,509	5,596
CASH AND RESTRICTED CASH AT END OF PERIOD	$ 6,771	$ 11,315

XML

Supplemental Schedule of Non-cash Investing and Financing Activities

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

● Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $1.2 million and $0.8 million for the nine months ended September 30, 2023 and 2022, respectively.

XML

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, 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 September 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 previously issued when the Company was incorporated in Hawaii 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.”

XML

Note 2 - Cash and Cash Equivalents

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Cash and Cash Equivalents Disclosure [Text Block]

2. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

XML

Note 3 - Restricted Cash

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Restricted Assets Disclosure [Text Block]

3. RESTRICTED CASH

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.

XML

Note 4 - Investments

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

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 expense.

Amortized cost and fair value of corporate debt securities at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,			December 31,
	2023			2022
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,085		$	2,983
Unrealized gains		-			9
Unrealized losses		(8	)		-
Fair value	$	3,077		$	2,992

Maturities of debt securities at September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023 (unaudited)				December 31, 2022 (audited)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
One year or less	$	2,752	$	2,746	$	2,432	$	2,440
Greater than one year through five years		333		331		551		552
	$	3,085	$	3,077	$	2,983	$	2,992

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

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

5. PROPERTY & EQUIPMENT

Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Land	$	5,052	$	5,052
Land improvements		13,657		12,943
Buildings		22,869		22,869
Machinery and equipment		10,398		10,360
Construction in progress		102		-
Total property and equipment		52,078		51,224
Less accumulated depreciation		36,029		35,346
Property and equipment, net	$	16,049	$	15,878

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 1970s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

Buildings

The Company holds approximately 260,000 square feet of leasable area on the island of Maui. Buildings are comprised of restaurant, retail, and light industrial spaces located at the Kapalua Resort and in Hali’imaile. 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

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

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

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 $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 is marketed for sale or 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

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

7. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.3 million and $0.4 million at September 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 one year. Revenue recognized for each of the nine months ended September 30, 2023 and 2022 was $0.6 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 nine months ended September 30, 2023 and 2022.

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Note 8 - Long-term Debt

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

8. LONG-TERM DEBT

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 zero at September 30, 2023 and December 31, 2022. The Company was in compliance with the covenants under the Credit Facility at September 30, 2023.

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Note 9 - Accrued Retirement Benefits

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Retirement Benefits [Text Block]

9. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Defined benefit pension plan	$	1,077	$	1,023
Non-qualified retirement plans		1,698		1,731
Total		2,775		2,754
Less current portion		142		142
Non-current portion of accrued retirement benefits	$	2,633	$	2,612

The Company has a defined benefit pension plan which covers many of its former bargaining unit employees and an unfunded non-qualified plan covering nine former non-bargaining unit management and former executives. In 2011, pension benefits under the qualified plan were frozen and the non-qualified retirement plan was frozen in 2009. All future vesting of additional benefits were discontinued effective in 2011 for the qualified plan and 2009 for the unqualified plan. During the nine months ended September 30, 2023, the Board approved the termination of the defined benefit pension plan and the non-qualified retirement plan. The final settlements of the plan terminations are expected to be completed in 2024.

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Interest cost	$	203		$	264		$	608		$	793
Expected return on plan assets		(165	)		(306	)		(491	)		(918	)
Amortization of net loss		83			156			247			468
Pension and other postretirement expenses	$	121		$	114		$	364		$	343

No contributions are required to be made to the defined benefit pension plan in 2023.

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Note 10 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

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 $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 evidentiary hearing previously scheduled for July 2023 was postponed indefinitely due to continuing favorable negotiations with the DOH 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 submitted a progress update on October 11, 2023. The Company is engaged with a specialist to provide recommendations for a technical solution that would meet the requirements of the Order. The Company has committed to the DOH that a formal selection of a technical solution will be presented on or before February 15, 2024.

On August 8, 2023, the island of Maui experienced several large wildfires impacting the Upcountry Maui and Lahaina areas. While the Company’s land and property holdings were not damaged by the fires, management continues to evaluate for potential contingencies or commitments, including its impact to tenants, partners, and communities located in the affected areas.

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

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Lessor, Operating Leases [Text Block]

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 nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2023		2022		2023		2022
	(in thousands)
Minimum rentals	$	849	$	821	$	2,493	$	2,461
Percentage rentals		233		566		1,263		1,538
Licensing fees		188		259		706		757
Other		349		396		916		999
Total	$	1,619	$	2,042	$	5,378	$	5,755

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Note 12 - Share-based Compensation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

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 three 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 which are 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.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors during the quarter ended June 30, 2023. The number of common shares 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 option vesting period. For annual board service and board committee service, stock option grants have a contractual period of ten 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 market 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%. Approximately 0.1 million and 0.2 million share options vested to directors for annual board and committee service during three and nine months ended September 30, 2023, respectively. For continued board service of the Chairman, the stock option grant has a contractual period of ten 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 September 30, 2023. Management does not anticipate future forfeitures to be material.

Share-based compensation expense totaled $0.7 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $1.0 million for the nine months ended September 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 September 30, 2023 and 2022, respectively, and $0.7 million and $0.6 million of restricted common stock vested during the nine months ended September 30, 2023 and 2022, respectively.

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Note 13 - Income Taxes

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

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 September 30, 2023 and December 31, 2022, respectively.

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Note 14 -Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

14. EARNINGS (LOSS) PER SHARE

Basic net income (loss) 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 (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares 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 and nine months ended September 30, 2023 were 19.6 million. Basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2022 were 19.4 million.

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Note 15 - Reportable Operating Segments

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

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 nine months ended September 30, 2023 and 2022 did not include land sales in these respective periods as opposed to $11.6M in properties sold in the prior three and nine month periods ending September 30, 2022. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine better utilization to value creating of its assets. The reportable segment data is presented as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	-		$	19		$	11,600
Leasing		1,931			2,330			6,249			6,559
Resort amenities and other		170			221			604			628
Total Operating Segment Revenues	$	2,101		$	2,551		$	6,872		$	18,787
Operating Segment Income (Loss)
Real estate	$	(108	)	$	(117	)	$	(507	)	$	10,687
Leasing		780			1,461			3,265			3,951
Resort amenities and other		(31	)		(109	)		(509	)		(542	)
Total Operating Segment Income	$	641		$	1,235		$	2,249		$	14,096

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Note 16 - Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

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

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 nine months ended September 30, 2023 is described in Note 12.

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Note 17 - New Accounting Standard Adopted

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

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

17. NEW ACCOUNTING STANDARD ADOPTED

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326) 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 4 - Investments (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Debt Securities, Held-to-Maturity [Table Text Block]

	September 30,			December 31,
	2023			2022
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,085		$	2,983
Unrealized gains		-			9
Unrealized losses		(8	)		-
Fair value	$	3,077		$	2,992

Investments Classified by Contractual Maturity Date [Table Text Block]

	September 30, 2023 (unaudited)				December 31, 2022 (audited)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
One year or less	$	2,752	$	2,746	$	2,432	$	2,440
Greater than one year through five years		333		331		551		552
	$	3,085	$	3,077	$	2,983	$	2,992

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Note 5 - Property & Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Land	$	5,052	$	5,052
Land improvements		13,657		12,943
Buildings		22,869		22,869
Machinery and equipment		10,398		10,360
Construction in progress		102		-
Total property and equipment		52,078		51,224
Less accumulated depreciation		36,029		35,346
Property and equipment, net	$	16,049	$	15,878

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Note 9 - Accrued Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
	(in thousands)
Defined benefit pension plan	$	1,077	$	1,023
Non-qualified retirement plans		1,698		1,731
Total		2,775		2,754
Less current portion		142		142
Non-current portion of accrued retirement benefits	$	2,633	$	2,612

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Interest cost	$	203		$	264		$	608		$	793
Expected return on plan assets		(165	)		(306	)		(491	)		(918	)
Amortization of net loss		83			156			247			468
Pension and other postretirement expenses	$	121		$	114		$	364		$	343

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Note 11 - Leasing Arrangements (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Operating Lease, Lease Income [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2023		2022		2023		2022
	(in thousands)
Minimum rentals	$	849	$	821	$	2,493	$	2,461
Percentage rentals		233		566		1,263		1,538
Licensing fees		188		259		706		757
Other		349		396		916		999
Total	$	1,619	$	2,042	$	5,378	$	5,755

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Note 15 - Reportable Operating Segments (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2023			2022			2023			2022
	(in thousands)
Operating Segment Revenues
Real estate	$	-		$	-		$	19		$	11,600
Leasing		1,931			2,330			6,249			6,559
Resort amenities and other		170			221			604			628
Total Operating Segment Revenues	$	2,101		$	2,551		$	6,872		$	18,787
Operating Segment Income (Loss)
Real estate	$	(108	)	$	(117	)	$	(507	)	$	10,687
Leasing		780			1,461			3,265			3,951
Resort amenities and other		(31	)		(109	)		(509	)		(542	)
Total Operating Segment Income	$	641		$	1,235		$	2,249		$	14,096

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Supplemental Schedule of Non-cash Investing and Financing Activities (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock Issued	$ 1.2	$ 0.8

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Note 1 - Basis of Presentation (Details Textual) - $ / shares	Sep. 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

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Note 3 - Restricted Cash (Details Textual) - USD ($)	Sep. 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

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Note 4 - Investments - Amortized Cost to Fair Value of Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Amortized cost	$ 3,085	$ 2,983
Unrealized gains	0	9
Unrealized losses	(8)	0
Fair value	$ 3,077	$ 2,992

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Note 4 - Investments - Maturities of Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
One year or less, amortized cost	$ 2,752	$ 2,432
Debt Securities, Held-to-Maturity, Fair Value, Maturity, Allocated and Single Maturity Date, Year One	2,746	2,440
Greater than one year through five years, amortized cost	333	551
Greater than one year through five years, fair value	331	552
Amortized cost	3,085	2,983
Fair value	$ 3,077	$ 2,992

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Note 5 - Property & Equipment (Details Textual)	9 Months Ended
	Sep. 30, 2023 ft² a
Land [Member]
Area of Land (Acre)	22,000
Land [Member] | West Maui [Member]
Area of Land (Acre)	20,400
Area of Elevation from Sea, Feet	5,700
Land [Member] | West Maui [Member] | Kapalua Resort [Member]
Area of Land Designated (Acre)	900
Land [Member] | Upcountry Maui [Member]
Area of Land (Acre)	1,500
Building [Member] | Maui [Member]
Area of Land (Acre) | ft²	260,000

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Note 5 - Property & Equipment - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, plant and equipment, gross	$ 52,078	$ 51,224
Less accumulated depreciation	36,029	35,346
Property and equipment, net	16,049	15,878
Land [Member]
Property, plant and equipment, gross	5,052	5,052
Land Improvements [Member]
Property, plant and equipment, gross	13,657	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	$ 102	$ 0

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Note 6 - Assets Held for Sale (Details Textual) $ in Millions	Dec. 31, 2021 USD ($)
Kapalua Central Resort Project [Member]
Receivables, Long-Term Contracts or Programs	$ 40

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Note 7 - Contract Assets and Liabilities 1 (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 31, 2020
Contract with Customer, Receivable, after Allowance for Credit Loss, Total	$ 0.3		$ 0.4
Club Membership [Member]
Contract with Customer, Liability, Revenue Recognized	0.6	$ 0.6
License [Member]
Contract with Customer, Liability, Revenue Recognized	0.1	$ 0.1
Contract with Customer, Liability, Noncurrent	$ 1.4		$ 1.5	$ 2.0

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Note 7 - Contract Assets and Liabilities 2 (Details Textual)	Sep. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | License [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	15 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Club Membership [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year

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Note 8 - Long-term Debt (Details Textual) - First Hawaiian Bank Revolving Line of Credit [Member] - Revolving Credit Facility [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) ft²	Dec. 31, 2022 USD ($)
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%

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Note 9 - Accrued Retirement Benefits - Accrued Retirement Benfits (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued retirement benefits	$ 2,775	$ 2,754
Less current portion	142	142
Non-current portion of accrued retirement benefits	2,633	2,612
Pension Plan [Member] | Qualified Plan [Member]
Accrued retirement benefits	1,077	1,023
Supplemental Employee Retirement Plan [Member] | Nonqualified Plan [Member]
Accrued retirement benefits	$ 1,698	$ 1,731

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Note 9 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest cost	$ 203	$ 264	$ 608	$ 793
Expected return on plan assets	(165)	(306)	(491)	(918)
Amortization of net loss	83	156	247	468
Pension and other postretirement expenses	$ 121	$ 114	$ 364	$ 343

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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

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Note 11 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Minimum rentals	$ 849	$ 821	$ 2,493	$ 2,461
Percentage rentals	233	566	1,263	1,538
Licensing fees	188	259	706	757
Other	349	396	916	999
Total	1,931	2,330	6,249	6,559
Operating Lease Income Including Water System Sales [Member]
Total	$ 1,619	$ 2,042	$ 5,378	$ 5,755

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Note 12 - Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expense	$ 700		$ 302	$ 2,472	$ 958
Annual Board Service [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		0.3
Board Committee Service [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		12 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		0.1
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period		10 years
Share Price (in dollars per share)		$ 12.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)		$ 3.88
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year)		5 years 3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate		28.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		4.16%
Board Committee Service [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares	0.1			0.2
Continued Service of the Chairman of the Board [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		0.4
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period		10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)		$ 9.08
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year)		6 years 1 month 13 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate		37.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		3.53%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price		$ 3.94
Continued Service of the Chairman of the Board [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares		0.1
Continued Service of the Chairman of the Board [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares		0.1
Continued Service of the Chairman of the Board [Member] | Share-Based Payment Arrangement, Tranche Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares		0.1
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				3 years
Share-Based Payment Arrangement, Expense	$ 100		$ 200	$ 700	$ 600

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Note 14 -Earnings (Loss) Per Share (Details Textual) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Weighted Average Number of Shares Outstanding, Basic	19.6	19.4	19.6	19.4

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Note 15 - Reportable Operating Segments - Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Segment Revenues
Operating Segment Revenues			$ 19	$ 11,600
Operating Segment Income (Loss)
Operating Segment Income (Loss)	$ (1,189)	$ (8)	(3,902)	10,131
Operating Segments [Member]
Operating Segment Revenues
Operating Segment Revenues	2,101	2,551	6,872	18,787
Operating Segment Income (Loss)
Operating Segment Income (Loss)	641	1,235	2,249	14,096
Operating Segments [Member] | Real Estate Segment [Member]
Operating Segment Revenues
Operating Segment Revenues	0	0	19	11,600
Operating Segment Income (Loss)
Operating Segment Income (Loss)	(108)	(117)	(507)	10,687
Operating Segments [Member] | Leasing Segment [Member]
Operating Segment Revenues
Operating Segment Revenues	1,931	2,330	6,249	6,559
Operating Segment Income (Loss)
Operating Segment Income (Loss)	780	1,461	3,265	3,951
Operating Segments [Member] | Resort Amenities Segment [Member]
Operating Segment Revenues
Operating Segment Revenues	170	221	604	628
Operating Segment Income (Loss)
Operating Segment Income (Loss)	$ (31)	$ (109)	$ (509)	$ (542)