Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

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 June 30, 2024

☐

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.)

500 Office 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 August 12, 2024
Common Stock, $0.0001 par value		19,689,210 shares

Table of Contents

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, June 30, 2024 and December 31, 2023 (audited)	5

Condensed Consolidated Statements of Operations and Comprehensive Loss, Three Months Ended June 30, 2024 and 2023	6

Condensed Consolidated Statements of Operations and Comprehensive Loss, Six Months Ended June 30, 2024 and 2023	7

Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Six Months Ended June 30, 2024 and 2023	8

Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2024 and 2023	9

Notes to Condensed Consolidated Interim Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	24

PART II. OTHER INFORMATION	24

Item 1. Legal Proceedings	24

Item 1A. Risk Factors	25

Item 6. Exhibits	26

Signature	27

EXHIBIT INDEX

Exhibit 2.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101
Exhibit 104

Table of Contents

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 and Maui;

•

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.

•

Conditions to the closing of the sale of the 11.883-acre parcel of land in Piiholo, Maui, Hawaii may not be satisfied, the transaction may not close within the expected timeframe, or at all, and the transaction may include unexpected costs.

Table of Contents

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, 2023 (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.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,733		$	5,700
Accounts receivable, net		1,337			1,166
Investments, current portion		2,949			2,671
Prepaid expenses and other assets		644			467
Total current assets		8,663			10,004

PROPERTY & EQUIPMENT, NET		16,319			16,059

OTHER ASSETS
Investments, net of current portion		278			464
Investment in joint venture		1,627			1,608
Deferred development costs		13,363			12,815
Other noncurrent assets		1,686			1,273
Total other assets		16,954			16,160
TOTAL ASSETS	$	41,936		$	42,223

LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	1,310		$	1,154
Payroll and employee benefits		431			502
Accrued retirement benefits, current portion		142			142
Deferred revenue, current portion		513			217
Other current liabilities		517			465
Total current liabilities		2,913			2,480

LONG-TERM LIABILITIES
Accrued retirement benefits, net of current portion		1,506			1,550
Deferred revenue, net of current portion		1,300			1,367
Deposits		1,968			2,108
Other noncurrent liabilities		30			14
Total long-term liabilities		4,804			5,039
TOTAL LIABILITIES		7,717			7,519

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; 19,650,489 and 19,615,350 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		85,369			84,680
Additional paid-in-capital		12,475			10,538
Accumulated deficit		(56,864	)		(53,617	)
Accumulated other comprehensive loss		(6,761	)		(6,897	)
Total stockholders' equity		34,219			34,704
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	41,936		$	42,223

See Notes to Condensed Consolidated Interim Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended June 30,
	2024			2023
	(in thousands except per share amounts)
OPERATING REVENUES
Land development and sales	$	200		$	19
Leasing		2,173			2,241
Resort amenities and other		272			213
Total operating revenues		2,645			2,473

OPERATING COSTS AND EXPENSES
Land development and sales		187			336
Leasing		1,122			1,039
Resort amenities and other		305			363
General and administrative		1,118			1,035
Share-based compensation		1,623			806
Depreciation		171			238
Total operating costs and expenses		4,526			3,817

OPERATING LOSS		(1,881	)		(1,344	)

Other income		89			350
Pension and other post-retirement expenses		(78	)		(121	)
Interest expense		(2	)		(2	)
NET LOSS	$	(1,872	)	$	(1,117	)
Other comprehensive income - pension, net		68			82

TOTAL COMPREHENSIVE LOSS	$	(1,804	)	$	(1,035	)

NET LOSS PER COMMON SHARE - BASIC	$	(0.10	)	$	(0.06	)

NET LOSS PER COMMON SHARE - DILUTED	$	(0.09	)	$	(0.06	)

See Notes to Condensed Consolidated Interim Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Six Months Ended June 30,
	2024			2023
	(in thousands except
	per share amounts)
OPERATING REVENUES
Land development and sales	$	200		$	19
Leasing		4,388			4,318
Resort amenities and other		540			433
Total operating revenues		5,128			4,770

OPERATING COSTS AND EXPENSES
Land development and sales		450			418
Leasing		2,114			1,833
Resort amenities and other		741			911
General and administrative		2,178			2,059
Share-based compensation		2,582			1,772
Depreciation		344			491
Total operating costs and expenses		8,409			7,484

OPERATING LOSS		(3,281	)		(2,714	)

Other income		193			479
Pension and other post-retirement expenses		(156	)		(243	)
Interest expense		(3	)		(3	)
NET LOSS	$	(3,247	)	$	(2,481	)
Other comprehensive income - pension, net		136			164

TOTAL COMPREHENSIVE LOSS	$	(3,111	)	$	(2,317	)

NET LOSS PER COMMON SHARE - BASIC	$	(0.17	)	$	(0.13	)

NET LOSS PER COMMON SHARE - DILUTED	$	(0.16	)	$	(0.13	)

See Notes to Condensed Consolidated Interim Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2024 and 2023

(UNAUDITED)

(in thousands)

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

Balance, December 31, 2023		19,615		$	84,680		$	10,538		$	(53,617	)	$	(6,897	)	$	34,704
Share-based compensation		18			411			814									1,225
Vested restricted stock issued		11			178			(178	)								-
Shares cancelled to pay tax liability		(3	)		(68	)											(68	)
Other comprehensive income - pension														68			68
Net loss											(1,375	)					(1,375	)
Balance, March 31, 2024		19,641		$	85,201		$	11,174		$	(54,992	)	$	(6,829	)	$	34,554

Share-based compensation								1,479									1,479
Vested restricted stock issued		10			178			(178	)								-
Shares cancelled to pay tax liability		(1	)		(10	)											(10	)
Other comprehensive income - pension														68			68
Net loss											(1,872	)					(1,872	)
Balance, June 30, 2024		19,650		$	85,369		$	12,475		$	(56,864	)	$	(6,761	)	$	34,219


Balance, December 31, 2023		19,477		$	83,392		$	9,184		$	(50,537	)	$	(8,267	)	$	33,772
Share-based compensation		67			620			821									1,441
Vested restricted stock issued		82			821			(821	)								-
Shares cancelled to pay tax liability		(50	)		(544	)											(544	)
Other comprehensive income - pension														82			82
Net loss											(1,364	)					(1,364	)
Balance, March 31, 2023		19,576		$	84,289		$	9,184		$	(51,901	)	$	(8,185	)	$	33,387

Share-based compensation								608									608
Vested restricted stock issued		14			135			(135	)								-
Shares cancelled to pay tax liability		-			(3	)											(3	)
Other comprehensive income - pension														82			82
Net loss											(1,117	)					(1,117	)
Balance, June 30, 2023		19,590		$	84,421		$	9,657		$	(53,018	)	$	(8,103	)	$	32,957

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2024			2023
	(in thousands)

NET CASH USED IN OPERATING ACTIVITIES	$	(543	)	$	(444	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs		(1,235	)		(198	)
Contributions to investment in joint venture		(19	)		-
Purchases of debt securities		(2,159	)		(1,742	)
Maturities of debt securities		2,067			1,668
NET CASH USED IN INVESTING ACTIVITIES		(1,346	)		(272	)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt and common stock issuance costs and other		(78	)		(547	)
NET CASH USED IN FINANCING ACTIVITIES		(78	)		(547	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,967	)		(1,263	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		5,700			8,509
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,733		$	7,246

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

●

Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $0.7 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2024 and 2023

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, 2023 (the “Annual Report”), and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2024 and 2023. 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 Annual Report.

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawai‘i corporation. The Company reincorporated from Hawai‘i to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company 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. Shares of the Company’s common stock are listed on the New York Stock Exchange (“NYSE”) 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.	INVESTMENTS IN DEBT SECURITIES

Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment for each reporting period. If any impairment is considered other-than-temporary, an allowance for credit loss would be established and held-to-maturity debt securities will be presented net of the credit loss allowance. Adjustments to expected credit losses are recorded as a component of other income (expense).

Amortized cost and fair value of corporate debt securities at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,227		$	3,135
Unrealized gains (losses)		(1	)		4
	$	3,226		$	3,139

Table of Contents

Maturities of debt securities at June 30, 2024 and December 31, 2023 were as follows:

	June 30, 2024 (unaudited)				December 31, 2023 (audited)
			(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,949	$	2,948	$	2,671	$	2,671
Greater than one year through five years		278		278		464		468
	$	3,227	$	3,226	$	3,135	$	3,139

The fair value of debt securities was measured using Level 2 inputs, which are based on quotes for trades occurring in active markets for identical assets.

4.	PROPERTY & EQUIPMENT

Property and equipment at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,072			22,869
Machinery and equipment		10,500			10,500
Construction in progress		393			-
Total property and equipment		52,878			52,274
Less accumulated depreciation		(36,559	)		(36,215	)
Property and equipment, net	$	16,319		$	16,059

Land

The Company holds approximately 22,300 acres of land. Most of this land was acquired between 1911 and 1932 and is carried in the Company’s balance sheets at cost. More than 20,400 acres are located in West Maui and are comprised of largely contiguous parcels which extend from the ocean to an elevation of approximately 5,700 feet. The West Maui landholdings include approximately 1,000 acres within Kapalua Resort, a master-planned, destination resort and residential community. Approximately 1,400 acres are located in Upcountry Maui in an area commonly known as Haliimaile and is mainly comprised of leased agricultural fields, commercial and light industrial properties.

Land Improvements

Land improvements are primarily comprised of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included are the Company’s potable and non-potable water systems in West Maui. A majority of the Company’s land improvements were either 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.

Table of Contents

Buildings

The Company holds approximately 266,000 square feet of leasable area on Maui. The buildings are comprised of restaurant, retail, and light industrial spaces located at the Kapalua Resort and in Haliimaile. A majority of the Company’s buildings were constructed and placed in service in the mid-to-late 1970s. 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 at the Kapalua Resort in 2008 and used in the Company’s leasing operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Haliimile projects, including renovations and improvements to buildings, warehouses and commercial assets.

5.	INVESTMENT IN JOINT VENTURE

In December 2023, the Company entered into a joint venture agreement with a local developer to form a Hawai‘i limited liability company ("BRE2 LLC"). The Company's initial capital contribution to BRE2 LLC consisted of approximately 30 acres of former pineapple lands in Hali‘imaile valued at $1.6 million.  During the six months ended June 30, 2024, the company provided BRE2LLC with additional funding of $19,000. According to terms of the joint venture agreement, net proceeds from the sales of improved agricultural lots will be distributed, when the funds are available for distribution.

6.	CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.8 million and $0.4 million at June 30, 2024 and December 31, 2023, respectively.

Deferred club membership revenue

The Company operates 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 membership dues received from the Kapalua Club are recognized on a straight-line basis over one year. Revenue recognized for each of the six months ended June 30, 2024 and 2023 was $0.4 million.

Deferred license fee revenue

Effective April 1, 2020, the Company entered into a trademark license agreement (the “Agreement”) with Kapalua Golf (the “Licensee”), the owner of Kapalua Plantation and Bay golf courses. 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 $66,666 for each of the six months ended June 30, 2024 and 2023.

7.	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.

Table of Contents

The outstanding balance of the Credit Facility was zero at June 30, 2024 and December 31, 2023. The Company was in compliance with Credit Facility at June 30, 2024.

8.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(53	)	$	(33	)
Non-qualified retirement plans		1,701			1,725
Total		1,648			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,506		$	1,550

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 employees and former executives. In 2009, the non-qualified retirement plan was frozen, and in 2011, the pension benefits under the defined benefit pension plan were frozen. All future vesting of additional benefits were discontinued effective in 2009 for the non-qualified plan and in 2011 for the defined benefit pension plan. The Board of Directors approved the termination of the defined benefit pension plan and the non-qualified retirement plan in 2023.

The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30, (unaudited)						Six Months Ended June 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	368		$	406
Expected return on plan assets		(174	)		(164	)		(348	)		(328	)
Amortization of net loss		68			82			136			165
Pension and other postretirement expenses	$	78		$	121		$	156		$	243

No contributions are required to be made to the defined benefit pension plan in 2024.

9.	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.

Table of Contents

The DOH agreed to defer the Order on February 15, 2024, as the company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The construction of additional leach fields and installations of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in 2023. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. A feasibility study was prepared for and submitted to the Company on January 15, 2024, identifying various technical solutions that could be implemented to resolve the Order. The Company submitted a plan (the plan) and proposed solution to resolve the Order on March 14, 2024. The plan included the installation of an additional pond that will be lined and installed with aerators. One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed. The Company continues to work with the DOH to coordinate the timing and approval of the Plan to implement the technical solution to resolve the NOVO. Meetings continue to be scheduled to provide status updates and progress being made towards resolution.

In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, is not likely to have a material adverse effect on the Company’s consolidated financial position or operations.

10.

LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms continuing 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 Accounting Standards Codification Topic 842 for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,058	$	837	$	2,022	$	1,644
Percentage rentals		444		536		1,049		1,031
Licensing fees		36		295		69		518
Other		184		238		351		443
Total	$	1,722	$	1,906	$	3,491	$	3,636

11.

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. Their 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 share-based compensation under the Equity Plan. Their 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 and Chief Executive Officer in 2024 and 2023. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.

Table of Contents

The number of common shares subject to option granted in 2023 for annual board service, board committee service, and continued service of the Chairman of the Board are 250,000 shares, 78,000 shares, and 400,000, respectively. For annual board service and board committee service, the stock option granted have a contractual period of ten years and vest quarterly over one year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $12.11 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.88 per share based on an expected term of 5.25 years, expected volatility of 28%, and a risk-free rate of 4.16%. During the six months ended June 30, 2024, 325,709 shares of stock options vested to directors for annual board and committee service.

For continued board service of the Chairman, the stock option grant has a contractual period of ten years which vests as follows: 133,334 shares on June 1, 2024, 133,333 shares on June 1, 2025, and 133,333 shares on June 1, 2026. The exercise price per share was 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 3.49%. There were 266,666 of unvested share options, or $0.9 million or unrecognized compensation cost, at June 30, 2024.

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Company's Chief Executive Officer during the three months ended March 31, 2024. The stock option grant has a contractual period of ten years and vests annually as follows: 133,334 shares on January 1, 2025, 133,333 shares on January 1, 2026, and 133,333 shares on January 1, 2027. The exercise price per share was based on the average of the high and low share price on the date of grant, or $15.75 per share. The stock option grant is valued at the commitment date, based on the fair value, and recognized as share-based compensation expense on a straight-line basis over its vesting period beginning in January 2024. The fair value of the grant using the Black-Scholes option-pricing model was $6.02 per share at January 1, 2024 based on an expected term of 6.00 years, expected volatility of 31%, and a risk-free rate of 3.82%. There were 400,000 shares of unvested share options, or $2 million of unrecognized compensation cost at June 30, 2024.

The number of common shares subject to options granted during the three months ended June 30, 2024 for annual board service and board committee service were 350,000 shares and 91,500 shares, respectively.

These option grants have a contractual period of ten years and vest quarterly over one year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $22.25 per share. The fair value of these grants using the Black-Scholes option-pricing model was $8.87 per share based on an expected term of 5.25 years, expected volatility of 32.1%, and a risk-free rate of 4.40%. During the six months ended June 30, 2024, 110,375 shares of stock options vested to directors for annual board and committee service. There were 331,125 shares of unvested share options, or $2.9 million of unrecognized compensation cost at June 30, 2024.

The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior. The Company does not currently issue dividends. There were no forfeitures of stock option grants as of June 30, 2024. Management does not anticipate future forfeitures to be material.

Share-based compensation expenses totaled $2.6 million and $1.8 million for the six months ended June 30, 2024 and 2023, respectively. Included in these amounts were $0.7 million and $1.2 million of restricted common stock vested during the six months ended June 30, 2024 and 2023, respectively, and $1.9 million and $0.6 million of stock options vested during the six months ended June 30, 2024 and 2023, respectively. Share-based compensation expense totaled $1.6 million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively. Included in these amounts were $0.3 million and $0.4 million of restricted common stock vested during the three months ended June 30, 2024 and 2023, respectively, and $1.3 million and $0.4 million of stock options vested during the three months ended June 30, 2024 and 2023, respectively.

12.

INCOME TAXES

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2024, and December 31, 2023, respectively.

Table of Contents

13.

LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares 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 were 19.6 million and 20.0 million for the three months ended June, 2024, respectively. Basic and diluted weighted-average shares were 19.6 million and 19.9 million for the six months ended June 30, 2024, respectively.

14.

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 operating decision maker – in assessing performance and determining the allocation of resources and by the Board of Directors. Reportable operating segments are as follows:

•

Land development and sales, which includes the planning, entitlement, development, and sale of real estate inventory.

•

Leasing, which 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; and

•

Resort amenities, which includes the Kapalua Club, which 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 expenses, and share-based compensation.

The reportable segment data is presented as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	200		$	19		$	200		$	19
Leasing		2,173			2,241			4,388			4,318
Resort amenities and other		272			213			540			433
Total Operating Segment Revenues	$	2,645		$	2,473		$	5,128		$	4,770

Operating Segment Income (Loss)
Land development and sales	$	13		$	(317	)	$	(250	)	$	(399	)
Leasing		1,051			1,202			2,274			2,485
Resort amenities and other		(33	)		(150	)		(201	)		(478	)
Total Operating Segment Income (Loss)	$	1,031		$	735		$	1,823		$	1,608

Table of Contents

15.

FAIR VALUE MEASUREMENTS

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method to determine the valuation of stock options granted to directors during the three and six months ended June 30, 2024 is described in Note 11.

16.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company's significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of the Company's 2023 Form 10-K. Changes to the Company's significant accounting policies are included herein.

In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in the ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

17.

SUBSEQUENT EVENTS

On August 5, 2024, R. Scot Sellers, a director and Chairman of the board, Stephen M. Case, a director, and Race A. Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and restricted share grants. The Equity Plan was amended in February 2023 to increase the number of shares to be awarded during a plan year to 400,000 shares. In 2023, Mr. Sellers received options to purchase 63,500 shares and 18,804 shares of restricted stock that exceeded the 400,000 limit. In February 2024, Mr. Randle received 28,511 shares of restricted stock that exceeded the 400,000 limit. In addition, although grants to Mr. Case did not exceed the Equity Plan limit, he voluntarily opted to cancel options and restricted shares issued in 2023 amounting to 6,659 and 56,000 shares, respectively, and options and restricted shares issued in 2024 amounting to 3,124 and 56,000 shares, respectively. The cancellation of the options and restricted shares will result in recognizing the remaining unvested awards of options and restricted shares immediately. In the third quarter of 2024, it is anticipated that $631,000 will be recognized as expense due to the cancellations, $402,000 due to the cancellation of Mr. Case’s options and restricted shares and $229,000 due to the cancellation of Mr. Randle’s restricted shares.

On August 14, 2024 (the “Effective Date”), Maui Land & Pineapple Company, Inc., a Delaware corporation (“MLP” or “Company”), entered into that certain Purchase Sales Agreement (the “Purchase Agreement”) for the sale and purchase of land with Shawn Sims and/or his permitted assignees (the “Purchaser”), pursuant to which MLP agrees to sell to Purchaser and Purchaser agrees to purchase from MLP an 11.883-acre parcel of land, including the associated easements and infrastructure improvements, located in Piiholo, Maui, Hawaii (the “Property”) (the “Transaction”). The purchase price for the Property is $7,000,000 (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, within three business days from the Effective Date, Purchaser will make an initial cash deposit in the amount of $300,000 (the “Initial Deposit”) to escrow. In the event Purchaser exercises his right to extend the 30-day inspection period beginning on the Effective Date (the “Inspection Period”), Purchaser will make a second deposit in the amount of $100,000 (the “Conditional Deposit”) to escrow. Within two business days of the expiration or waiver of the Inspection Period, Purchaser will deposit an additional $300,000 (the “Final Deposit,” together with the Initial Deposit and the Conditional Deposit, the “Deposits”) to escrow. The Deposits will be held in escrow and shall be applied to the Purchase Price at closing. Any interest accrued on the Deposits will benefit Purchaser and be applied towards the Purchase Price. Purchaser shall deposit the remaining balance of the Purchase Price to escrow in immediately available funds not less than two business days prior to the closing. The closing shall occur on a mutually agreeable date no later than 30 days after the expiration of the Inspection Period (the “Closing Date”), provided that if Purchaser has not satisfied the conditions precedent to close as of the Closing Date, Purchaser may elect to extend the Closing Date by five business days after such conditions have been satisfied, but such extension may not be more than 60 days after the end of the inspection period. Closing costs associated with the Transaction will be prorated to both Company and Purchaser per the terms of the Purchase Agreement. Purchaser, in his sole discretion, shall have the right to cancel the Purchase Agreement at any time up until 5:00 pm Hawaii Standard Time on the last day of the Inspection Period by giving the Company written notice. In the event Purchaser terminates the Purchase Agreement, the Deposits, together with any interest earned, less any incurred escrow fees and expenses, shall be refunded to the Purchaser and released from all further obligations and liabilities. This Transaction aligns with the Company’s operational plan to sell non-strategic land parcels.

Table of Contents

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, 2023 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.

Overview

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company 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. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, has a principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries

We own and steward a portfolio including over 22,300 acres of land on the island of Maui, Hawaii along with 266,000 square feet of commercial real estate. For over a century, we have built a legacy of authentic innovation through conservation, agriculture, community building and land management. To continue this legacy, we are driven by a renewed mission to strategically maximize our assets to be used to their fullest potential, resulting in added value to the Company and creating a more resilient community for future generations.

In April 2023, we began a leadership transition by appointing a new Chief Executive Officer and new Chairman of the Board, both of whom are experienced in real estate planning, development, and asset management. The development of our team continued with the addition of three executive leadership team members with planning, community development, land and natural resource stewardship and real estate expertise. In efforts to further establish and execute land utilization strategies, we continue to make investments to build a lean, experienced team with the most recent leadership additions including a Director of Engineering and Vice President of Land Productivity and Asset Management.

Under an initiative by the new leadership team, we have audited our diverse portfolio of assets. The initial results of this review identified a material opportunity to increase the level of utilization, occupancy, and stabilized income from our operating assets that will enable future growth.

Table of Contents

At June 30, 2024, our commercial properties and land were occupied at the following levels:

Commercial Real Estate	Total		Leased					Vacant
Commercial Real Estate	(square feet)		Sq. ft.		Percent			Sq. ft.		Percent
Industrial		185,647		154,676		83	%		30,971		17	%
Office		12,519		12,519		100	%		0		0	%
Retail		63,033		55,207		88	%		7,826		12	%
Residential		5,055		3,000		59	%		2,055		41	%
Total CRE		266,254		225,402		85	%		40,852		15	%

Land	Total		Leased					Vacant
Land	(square feet)		Sq. ft.		Percent			Sq. ft.		Percent
Comm./Ind.		22		22		100	%		0		0	%
Residential		933		12		1	%		921		99	%
Agriculture		10,981		3,632		33	%		7,349		67	%
Conservation		10,350		-		0	%		10,350		100	%
Total CRE		22,286		3,666		16	%		18,620		84	%

After updating tenanting plans with a focus on thoughtful placemaking, we actively pursued new opportunities to optimize existing tenancy and execute new leases for available commercial spaces with a goal to improve our operating revenue. Despite the challenges following the 2023 Maui wildfires, this effort in the town centers resulted in a 24% improvement in overall occupancy over the past year. Due to this improved occupancy, recent land sales of non-strategic parcels, and operational improvements of resort amenities, the Company has experienced a 7.5 % growth in overall operating revenue. Paired with these placemaking efforts, we have begun executing land strategies for the surrounding, undeveloped areas adjacent to the town centers. We anticipate short-term fluctuations in earnings as we improve tenant occupancy and improve our buildings. Continual, long-term positive impacts to operating revenues are expected as the occupancy of our existing commercial real estate and utilization of our land holdings continue to improve.

Our primary goal is to execute our established strategies to activate our land holdings to meet the long-term needs of the community, including the provision of land for agriculture and housing in a supply-constrained market. We expect continued long-term positive changes in land development and sales revenues as we recently sold a non-strategic easement in West Maui and currently have four additional non-strategic parcels being marketed for sale to generate cash flow. We are also listing large tracts of agricultural land for lease.

Table of Contents

Results of Operations

Three and Six Months Ended June 30, 2024 Compared to Three and Six Months Ended June 30, 2023

CONSOLIDATED

	Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	2,645		$	2,473		$	5,128		$	4,770
Segment operating costs and expenses		(1,614	)		(1,738	)		(3,305	)		(3,162	)
General and administrative		(1,118	)		(1,035	)		(2,178	)		(2,059	)
Share-based compensation		(1,623	)		(806	)		(2,582	)		(1,772	)
Depreciation		(171	)		(238	)		(344	)		(491	)
Operating loss		(1,881	)		(1,344	)		(3,281	)		(2,714	)
Other income		89			350			193			479
Pension and other postretirement expenses		(78	)		(121	)		(156	)		(243	)
Interest expense		(2	)		(2	)		(3	)		(3	)
Net loss	$	(1,872	)		(1,117	)	$	(3,247	)		(2,481	)

Net loss per Common Share - Basic	$	(0.10	)	$	(0.06	)	$	(0.17	)	$	(0.13	)
Net loss per Common Share - Diluted	$	(0.09	)	$	(0.06	)	$	(0.16	)	$	(0.13	)

LAND DEVELOPMENT AND SALES

	Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	200		$	19		$	200		$	19
Operating costs and expenses		(187	)		(336	)		(450	)		(418	)
Operating income (loss)	$	13		$	(317	)	$	(250	)	$	(399	)

Land development and sales operating revenues include the sales of our real estate inventory. There was one sale of real estate during the six months ended June 30, 2024 amounting to $200,000 for a land easement in West Maui and no sales of real estate during the six months ended June 30, 2023. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine the best utilization of its assets in West Maui and in Upcounty Maui in the town of Haliimaile to increase value.

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. The development plans for our real estate holdings remain subject to our review and evaluation. The Kapalua Central Resort project continues to be marketed for sale or joint venture and the application for the SMA permit extension remains ongoing.

Table of Contents

In December 2023, we contributed approximately 30-acres of land in Upcountry Maui, valued at $1.6 million, to BRE2 LLC, a joint venture between the Company and Stone Properties, for the development and sales of ranch lots. There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as land development and sales operating revenues. We anticipate sales of the ranch lots to total approximately $4.1 million, with approximately $2.2 million constituting our share of the sales proceeds, which we expect to occur between late 2024 to mid-2025.

Approximately $391,000 was spent towards real estate development expenditures during the six months ended June 30, 2024 for development efforts both in West Maui and Haliimaile. No significant expenditures were made during the six months ended June 30, 2023.

Land development and sales are cyclical and depend on several factors, such as interest rates and demand. Results from one period are not indicative of future performance trends in this business segment. Prior to the Maui wildfires which occurred on August 8, 2023, there was a shortage of primary housing supply on Maui. While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Maui wildfire accelerated our efforts to get land into productive use to meet these critical needs.

LEASING

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	2,173		$	2,241		$	4,388		$	4,318
Operating costs and expenses		(1,122	)		(1,039	)		(2,114	)		(1,833	)
Operating income	$	1,051		$	1,202		$	2,274		$	2,485

Operating revenues from leasing activities for the three months ended June 30, 2024, were comprised primarily of $1.9 million from commercial, industrial, and agricultural leases, and the remaining $0.3 million was comprised of $33,000 of licensing fees from our registered trademarks and trade names, $175,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenue from leasing activities for the three months ended June 30, 2023, were primarily comprised of $1.8 million from commercial, industrial, and agricultural leases, and the remaining $0.3 million was comprised of $33,000 of licensing fees from our registered trademarks and trade names, $183,000 from potable and non-potable water system sales and $72,000 in grant revenue from the State of Hawai‘i for conservation management of our Puu Kukui Watershed.

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui began to increase and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the occurrence of the devastating Maui wildfires on August 8, 2023. The wildfires directly and critically impacted West Maui and took its toll on percentage rents and revenues for tourism based tenants. The $2.2 million of operating revenues from leasing activities for the three months ended June 30, 2024, compared to $2.2 million for the three months ended June 30, 2023 is an indication that tourism and visitor traffic is returning to pre-pandemic levels. The minimal increase in operating revenues at June 30, 2024 compared to June 30, 2023 is not reflective of our efforts to re-tenant and re-merchandise the tenant mix in the three commercial centers owned by the Company in the Kapalua Resort, Haliimaile Town and the Alaeloa Business Park. New tenant leases are being executed with an initial free rent period in lieu of expending funds towards tenant improvements and commercial leases are being renegotiated to reflect current market rental rates compared to the previous below market rates.

The increase in leasing operating costs and expenses for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, can be attributed to higher property maintenance costs for our commercial leasing portfolio properties, which had been deferred in prior years, hiring a property management and leasing firm to grow our leasing portfolio, and the start-up costs and fees associated with our efforts to increase tenant occupancy and to improve the tenant composition in our leasing portfolio.

Our leasing operations face substantial competition from other property owners in Maui and Hawai‘i.

Table of Contents

RESORT AMENITIES AND OTHER

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	272		$	213		$	540		$	433
Operating costs and expenses		(305	)		(363	)		(741	)		(911	)
Operating loss	$	(33	)	$	(150	)	$	(201	)	$	(478	)

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club that provides its members special programs and access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or operate any resort amenities and the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club and other resort amenities.

The increase in operating revenues for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was due to new memberships being sold for the first time since 2019 and the Kapalua Club management team focusing on offering fee-based club events to members.

Contracted fee expenses decreased for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due to decreased fees for access and utilization of golf privileges.

The Kapalua Club was restructured in 2023. Its revised policies and practices have been implemented to reduce the impact of the amenity fees and to better align club dues and club expenses. The Kapalua Club began to accept new membership applications beginning late 2023.

GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION

General and administrative costs and share-based compensation for the six months ended June 30, 2024 amounted to $4.8 million, compared to $3.8 million for the six months ended June 30, 2023.

Share-based compensation costs and share-based compensation for the six months ended June 30, 2024 amounted to $2.6 million, compared to $1.8 million for the six months ended June 30, 2023. The $0.8 million increase is due to option valuation expenses attributable to the option granted to our Chief Executive Officer in January 2024 and also options granted to directors in May 2024 at a higher valuation from the options granted to directors in May 2023. These differences are explained in the paragraphs below. Shared based compensation expenses for the six months ended June 30, 2024 included options for the Chairman of the board issued in March 2023, the options issued to directors in May 2023, options issued to the Chief Executive Officer in January 2024, the options issued to directors in May 2024, fiscal year 2024 Directors stock compensation/retainer and employees’ incentive share vesting. Share based compensation expenses for the six months ended June 30, 2023 included options for the Chairman of the board issued in March 2023, the options issued to directors in May 2023, employees’ incentive share vesting and incentive share vesting for the former Chief Executive Officer upon separation from the Company on March 31, 2023.

An option to purchase 400,000 shares of the Company’s common stock under the 2017 Equity and Incentive Award Plan (the Plan) was granted to the Company's Chief Executive Officer during the three months ended March 31, 2024, none of these options shares vested during this period. Additional information of the option issuance to the Chief Executive Officer is detailed in Note 11 of the financial statements. During the six months ended June 30, 2024, 325,709 shares of stock options vested which were comprised of 82,000 option shares to the Directors issued in May 2023, 110,375 option shares issued to directors in May 2024 and 133,334 option shares issued to the Chairman of the board in March 2023. During the six months ended June 20, 2023, 82,000 option shares were vested under options issued to directors in March 2023.

OTHER INCOME

Other income of $0.2 million and $0.5 million was earned during the six month period ended June 30, 2024 and 2023, respectively. During the 6 months ended June 30, 2024, other income was due to interest earned on savings and dividends earned on a investment bond fund of varying maturities. For the six month period ended June 30, 2023, $0.3 million was earned interst on savings and dividends on an investment bond fund of varying maturities and $0.2 million was earned on a refund of captive insurance funds from a now defunct joint venture the Company was a partner in. The Company does not maintain or possess any off-balance sheet financing nor transactions.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our cash and cash equivalents were $3.7 million and $5.7 million (audited) at June 30, 2024 and December 31, 2023, respectively.

We also had investments in a bond fund with varying maturities in the amount of $3.2 million and $3.1 million at June 30, 2024 and December 31, 2023, respectively. Our investments consist of corporate bond securities maturing on various dates through November 2025. These bond investments yield approximately 5.7% at June 30, 2024. We intend to hold our bond securities until maturity.

At June 30, 2024, $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 in the Credit Facility) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

We were in compliance with the covenants of our Credit Facility at June 30, 2024. We may borrow under our credit facility to invest in, and build value in, our assets and fund working capital if economic conditions are negatively impacted in future periods.

Cash Flows

Net cash flows used in our operating activities for the six months ended June 30, 2024 were $0.5 million and $0.4 million for the six months ended June 30, 2023.

There was one sale of real estate during the six months ended June 30, 2024 in the amount of $0.2 million for a land easement in West Maui and no sales of real estate during the six months ended June 30, 2023.

Interest income earned from our money market and bond investments was $0.2 million for the six months ended June 30, 2024, and $0.2 million for the six months ended June 30, 2023.

The outstanding balance of our Credit Facility remained zero at June 30, 2024. There were no interest payments due on our Credit Facility during the six months ended June 30, 2024.

No contributions are required to be made to our defined benefit pension plan in 2024.

Capital Resources

Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next months and the foreseeable longer term.

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

Table of Contents

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 titled Critical Accounting Policies and Estimates in Part II, Item 7, within our Annual Report. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in our Annual Report.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective during the six months ended June 30, 2024 to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the six months ended June 30, 2024 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 9, 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 three and six months ended June 30, 2024, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.

Item 5.

OTHER INFORMATION

On August 14, 2024 (the “Effective Date”), Maui Land & Pineapple Company, Inc., a Delaware corporation (“MLP” or “Company”), entered into that certain Purchase Sales Agreement (the “Purchase Agreement”) for the sale and purchase of land with Shawn Sims and/or his permitted assignees (the “Purchaser”), pursuant to which MLP agrees to sell to Purchaser and Purchaser agrees to purchase from MLP an 11.883-acre parcel of land, including the associated easements and infrastructure improvements, located in Piiholo, Maui, Hawaii (the “Property”) (the “Transaction”).

The purchase price for the Property is $7,000,000 (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, within three business days from the Effective Date, Purchaser will make an initial cash deposit in the amount of $300,000 (the “Initial Deposit”) to escrow. In the event Purchaser exercises his right to extend the 30-day inspection period beginning on the Effective Date (the “Inspection Period”), Purchaser will make a second deposit in the amount of $100,000 (the “Conditional Deposit”) to escrow. Within two business days of the expiration or waiver of the Inspection Period, Purchaser will deposit an additional $300,000 (the “Final Deposit,” together with the Initial Deposit and the Conditional Deposit, the “Deposits”) to escrow. The Deposits will be held in escrow and shall be applied to the Purchase Price at closing. Any interest accrued on the Deposits will benefit Purchaser and be applied towards the Purchase Price.

Purchaser shall deposit the remaining balance of the Purchase Price to escrow in immediately available funds not less than two business days prior to the closing. The closing shall occur on a mutually agreeable date no later than 30 days after the expiration of the Inspection Period (the “Closing Date”), provided that if Purchaser has not satisfied the conditions precedent to close as of the Closing Date, Purchaser may elect to extend the Closing Date by five business days after such conditions have been satisfied, but such extension may not be more than 60 days after the end of the inspection period. Closing costs associated with the Transaction will be prorated to both Company and Purchaser per the terms of the Purchase Agreement.

Purchaser, in his sole discretion, shall have the right to cancel the Purchase Agreement at any time up until 5:00 pm Hawaii Standard Time on the last day of the Inspection Period by giving the Company written notice. In the event Purchaser terminates the Purchase Agreement, the Deposits, together with any interest earned, less any incurred escrow fees and expenses, shall be refunded to the Purchaser and released from all further obligations and liabilities.

This Transaction aligns with the Company’s operational plan to sell non-strategic land parcels.

Table of Contents

Item 6.

EXHIBITS

2.1	Plan of Conversion of Maui Land & Pineapple Company, Inc., a Hawaii corporation, into Maui Land & Pineapple Company, Inc., a Delaware corporation incorporated herein by reference on Exhibit 2.1 to the Form 8-K previously filed on July 20, 2022.

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 In Cover 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.

Table of Contents

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.

August 19, 2024		/s/ WADE K. KODAMA
Date		Wade K. Kodama
		Chief Financial Officer
		(Principal Financial Officer, Principal Accounting Officer)

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:

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

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;

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;

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

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: August 19, 2024

		/s/ RACE RANDLE
	Name:	Race Randle
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

Certification of CFO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Wade K. Kodama, certify that:

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

(a)

(b)

(c)

(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

(a)

(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: August 19, 2024

		/s/ WADE K. KODAMA
	Name:	Wade K. Kodama
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

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

Certification

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

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 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: August 19, 2024

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

Exhibit 32.2

Certification

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

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 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: August 19, 2024

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 12, 2024
Document Information [Line Items]
Entity Central Index Key	0000063330
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-06510
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	99-0107542
Entity Address, Address Line One	500 Office 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		19,689,210

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 3,733	$ 5,700
Accounts receivable, net	1,337	1,166
Investments, current portion	2,949	2,671
Prepaid expenses and other assets	644	467
Total current assets	8,663	10,004
PROPERTY & EQUIPMENT, NET	16,319	16,059
OTHER ASSETS
Investments, net of current portion	278	464
Investment in joint venture	1,627	1,608
Deferred development costs	13,363	12,815
Other noncurrent assets	1,686	1,273
Total other assets	16,954	16,160
TOTAL ASSETS	41,936	42,223
CURRENT LIABILITIES
Accounts payable	1,310	1,154
Payroll and employee benefits	431	502
Accrued retirement benefits, current portion	142	142
Deferred revenue, current portion	513	217
Other current liabilities	517	465
Total current liabilities	2,913	2,480
LONG-TERM LIABILITIES
Accrued retirement benefits, net of current portion	1,506	1,550
Other noncurrent liabilities	30	14
Total long-term liabilities	4,804	5,039
TOTAL LIABILITIES	7,717	7,519
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; 19,650,489 and 19,615,350 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	85,369	84,680
Additional paid-in-capital	12,475	10,538
Accumulated deficit	(56,864)	(53,617)
Accumulated other comprehensive loss	(6,761)	(6,897)
Total stockholders' equity	34,219	34,704
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	41,936	42,223
Excluding Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue, net of current portion	1,300	1,367
Member Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue, net of current portion	$ 1,968	$ 2,108

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (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 value (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)	19,650,489	19,615,350
Common stock, shares outstanding (in shares)	19,650,489	19,615,350

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
OPERATING REVENUES
Leasing	$ 2,173	$ 2,241	$ 4,388	$ 4,318
Total operating revenues	2,645	2,473	5,128	4,770
OPERATING COSTS AND EXPENSES
Leasing	1,122	1,039	2,114	1,833
General and administrative	1,118	1,035	2,178	2,059
Share-based compensation	1,623	806	2,582	1,772
Depreciation	171	238	344	491
Total operating costs and expenses	4,526	3,817	8,409	7,484
OPERATING LOSS	(1,881)	(1,344)	(3,281)	(2,714)
Other income	89	350	193	479
Pension and other post-retirement expenses	(78)	(121)	(156)	(243)
Interest expense	(2)	(2)	(3)	(3)
NET LOSS	(1,872)	(1,117)	(3,247)	(2,481)
Other comprehensive income - pension, net	68	82	136	164
TOTAL COMPREHENSIVE LOSS	$ (1,804)	$ (1,035)	$ (3,111)	$ (2,317)
NET LOSS PER COMMON SHARE - BASIC (in dollars per share)	$ (0.1)	$ (0.06)	$ (0.17)	$ (0.13)
NET LOSS PER COMMON SHARE - DILUTED (in dollars per share)	$ (0.09)	$ (0.06)	$ (0.16)	$ (0.13)
NET LOSS	$ (1,872)	$ (1,117)	$ (3,247)	$ (2,481)
Land and Development Sales [Member]
OPERATING REVENUES
Operating revenues	200	19	200	19
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	187	336	450	418
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	272	213	540	433
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	$ 305	$ 363	$ 741	$ 911

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, 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	821			1,441
Vested restricted stock issued (in shares)	82
Vested restricted stock issued	$ 821	(821)			0
Shares cancelled to pay tax liability (in shares)	(50)
Shares cancelled to pay tax liability	$ (544)				(544)
Other comprehensive income - pension, net				82	82
NET LOSS			(1,364)		(1,364)
Share-based compensation (in shares)	67
Balance (in shares) at Mar. 31, 2023	19,576
Balance at Mar. 31, 2023	$ 84,289	9,184	(51,901)	(8,185)	33,387
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, net					164
NET LOSS					(2,481)
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 Mar. 31, 2023	19,576
Balance at Mar. 31, 2023	$ 84,289	9,184	(51,901)	(8,185)	33,387
Share-based compensation		608			608
Vested restricted stock issued (in shares)	14
Vested restricted stock issued	$ 135	(135)			0
Shares cancelled to pay tax liability	(3)				(3)
Other comprehensive income - pension, net				82	82
NET LOSS			(1,117)		(1,117)
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, 2023	19,615
Balance at Dec. 31, 2023	$ 84,680	10,538	(53,617)	(6,897)	34,704
Share-based compensation (in shares)	18
Share-based compensation	$ 411	814			1,225
Vested restricted stock issued (in shares)	11
Vested restricted stock issued	$ 178	(178)			0
Shares cancelled to pay tax liability (in shares)	(3)
Shares cancelled to pay tax liability	$ (68)				(68)
Other comprehensive income - pension, net				68	68
NET LOSS			(1,375)		(1,375)
Share-based compensation (in shares)	18
Balance (in shares) at Mar. 31, 2024	19,641
Balance at Mar. 31, 2024	$ 85,201	11,174	(54,992)	(6,829)	34,554
Balance (in shares) at Dec. 31, 2023	19,615
Balance at Dec. 31, 2023	$ 84,680	10,538	(53,617)	(6,897)	34,704
Other comprehensive income - pension, net					136
NET LOSS					(3,247)
Balance (in shares) at Jun. 30, 2024	19,650
Balance at Jun. 30, 2024	$ 85,369	12,475	(56,864)	(6,761)	34,219
Balance (in shares) at Mar. 31, 2024	19,641
Balance at Mar. 31, 2024	$ 85,201	11,174	(54,992)	(6,829)	34,554
Share-based compensation		1,479			1,479
Vested restricted stock issued (in shares)	10
Vested restricted stock issued	$ 178	(178)			0
Shares cancelled to pay tax liability (in shares)	(1)
Shares cancelled to pay tax liability	$ (10)				(10)
Other comprehensive income - pension, net				68	68
NET LOSS			(1,872)		(1,872)
Balance (in shares) at Jun. 30, 2024	19,650
Balance at Jun. 30, 2024	$ 85,369	$ 12,475	$ (56,864)	$ (6,761)	$ 34,219

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
NET CASH USED IN OPERATING ACTIVITIES	$ (543)	$ (444)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs	(1,235)	(198)
Contributions to investment in joint venture	(19)	0
Purchases of debt securities	(2,159)	(1,742)
Maturities of debt securities	2,067	1,668
NET CASH USED IN INVESTING ACTIVITIES	(1,346)	(272)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt and common stock issuance costs and other	(78)	(547)
NET CASH USED IN FINANCING ACTIVITIES	(78)	(547)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,967)	(1,263)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	5,700	8,509
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 3,733	$ 7,246

Supplemental Schedule of Non-Cash Investing and Financing Activities

6 Months Ended

Jun. 30, 2024

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 $0.7 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1.	BASIS OF PRESENTATION

Note 2 - Cash and Cash Equivalents

6 Months Ended

Jun. 30, 2024

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.

Note 3 - Investments in Debt Securities

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

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

3.	INVESTMENTS IN DEBT SECURITIES

Amortized cost and fair value of corporate debt securities at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,227		$	3,135
Unrealized gains (losses)		(1	)		4
	$	3,226		$	3,139

Maturities of debt securities at June 30, 2024 and December 31, 2023 were as follows:

	June 30, 2024 (unaudited)				December 31, 2023 (audited)
			(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,949	$	2,948	$	2,671	$	2,671
Greater than one year through five years		278		278		464		468
	$	3,227	$	3,226	$	3,135	$	3,139

The fair value of debt securities was measured using Level 2 inputs, which are based on quotes for trades occurring in active markets for identical assets.

Note 4 - Property & Equipment

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4.	PROPERTY & EQUIPMENT

Property and equipment at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,072			22,869
Machinery and equipment		10,500			10,500
Construction in progress		393			-
Total property and equipment		52,878			52,274
Less accumulated depreciation		(36,559	)		(36,215	)
Property and equipment, net	$	16,319		$	16,059

Land

Land Improvements

Buildings

Machinery and Equipment

Machinery and equipment are mainly comprised of zipline course equipment installed at the Kapalua Resort in 2008 and used in the Company’s leasing operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Haliimile projects, including renovations and improvements to buildings, warehouses and commercial assets.

Note 5 - Investment in Joint Venture

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Investment [Text Block]

5.	INVESTMENT IN JOINT VENTURE

Note 6 - Contract Assets and Liabilities

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

6.	CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.8 million and $0.4 million at June 30, 2024 and December 31, 2023, respectively.

Deferred club membership revenue

Deferred license fee revenue

Note 7 - Long-term Debt

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

7.	LONG-TERM DEBT

The outstanding balance of the Credit Facility was zero at June 30, 2024 and December 31, 2023. The Company was in compliance with Credit Facility at June 30, 2024.

Note 8 - Accrued Retirement Benefits

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Retirement Benefits [Text Block]

8.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at June 30, 2024 and December 31, 2023 consisted of the following:

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(53	)	$	(33	)
Non-qualified retirement plans		1,701			1,725
Total		1,648			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,506		$	1,550

The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30, (unaudited)						Six Months Ended June 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	368		$	406
Expected return on plan assets		(174	)		(164	)		(348	)		(328	)
Amortization of net loss		68			82			136			165
Pension and other postretirement expenses	$	78		$	121		$	156		$	243

No contributions are required to be made to the defined benefit pension plan in 2024.

Note 9 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

9.	COMMITMENTS AND CONTINGENCIES

Note 10 - Leasing Arrangements

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Lessor, Operating Leases [Text Block]

10.

LEASING ARRANGEMENTS

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,058	$	837	$	2,022	$	1,644
Percentage rentals		444		536		1,049		1,031
Licensing fees		36		295		69		518
Other		184		238		351		443
Total	$	1,722	$	1,906	$	3,491	$	3,636

Note 11 - Share-based Compensation

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11.

SHARE-BASED COMPENSATION

Note 12 - Income Taxes

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

12.

INCOME TAXES

Note 13 - Loss Per Share

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

13.

LOSS PER SHARE

Note 14 - Reportable Operating Segments

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

14.

REPORTABLE OPERATING SEGMENTS

•

Land development and sales, which includes the planning, entitlement, development, and sale of real estate inventory.

•

Resort amenities, which includes the Kapalua Club, which provides certain benefits and privileges within the Kapalua Resort for its members.

The reportable segment data is presented as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	200		$	19		$	200		$	19
Leasing		2,173			2,241			4,388			4,318
Resort amenities and other		272			213			540			433
Total Operating Segment Revenues	$	2,645		$	2,473		$	5,128		$	4,770

Operating Segment Income (Loss)
Land development and sales	$	13		$	(317	)	$	(250	)	$	(399	)
Leasing		1,051			1,202			2,274			2,485
Resort amenities and other		(33	)		(150	)		(201	)		(478	)
Total Operating Segment Income (Loss)	$	1,031		$	735		$	1,823		$	1,608

Note 15 - Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

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

15.

FAIR VALUE MEASUREMENTS

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.

Note 16 - Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

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

16.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Note 17 - Subsequent Events

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

17.

SUBSEQUENT EVENTS

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	PART II OTHER INFORMATION
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false

Note 3 - Investments in Debt Securities (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

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

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Amortized cost	$	3,227		$	3,135
Unrealized gains (losses)		(1	)		4
	$	3,226		$	3,139

Investments Classified by Contractual Maturity Date [Table Text Block]

	June 30, 2024 (unaudited)				December 31, 2023 (audited)
			(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,949	$	2,948	$	2,671	$	2,671
Greater than one year through five years		278		278		464		468
	$	3,227	$	3,226	$	3,135	$	3,139

Note 4 - Property & Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,072			22,869
Machinery and equipment		10,500			10,500
Construction in progress		393			-
Total property and equipment		52,878			52,274
Less accumulated depreciation		(36,559	)		(36,215	)
Property and equipment, net	$	16,319		$	16,059

Note 8 - Accrued Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	June 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(53	)	$	(33	)
Non-qualified retirement plans		1,701			1,725
Total		1,648			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,506		$	1,550

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended June 30, (unaudited)						Six Months Ended June 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	368		$	406
Expected return on plan assets		(174	)		(164	)		(348	)		(328	)
Amortization of net loss		68			82			136			165
Pension and other postretirement expenses	$	78		$	121		$	156		$	243

Note 10 - Leasing Arrangements (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Operating Lease, Lease Income [Table Text Block]

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,058	$	837	$	2,022	$	1,644
Percentage rentals		444		536		1,049		1,031
Licensing fees		36		295		69		518
Other		184		238		351		443
Total	$	1,722	$	1,906	$	3,491	$	3,636

Note 14 - Reportable Operating Segments (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	200		$	19		$	200		$	19
Leasing		2,173			2,241			4,388			4,318
Resort amenities and other		272			213			540			433
Total Operating Segment Revenues	$	2,645		$	2,473		$	5,128		$	4,770

Operating Segment Income (Loss)
Land development and sales	$	13		$	(317	)	$	(250	)	$	(399	)
Leasing		1,051			1,202			2,274			2,485
Resort amenities and other		(33	)		(150	)		(201	)		(478	)
Total Operating Segment Income (Loss)	$	1,031		$	735		$	1,823		$	1,608

Supplemental Schedule of Non-Cash Investing and Financing Activities (Details Textual) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Stock Issued	$ 0.7	$ 1.0

Note 1 - Basis of Presentation (Details Textual) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Jun. 18, 2022
Capital Units, Authorized (in shares)			48,000,000
Common Stock, Shares Authorized (in shares)	43,000,000	43,000,000	43,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	5,000,000	5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001

Note 3 - Investments in Debt Securities - Amortized Cost to Fair Value of Debt Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Securities, Held-to-Maturity, Amortized Cost, after Allowance for Credit Loss	$ 3,227	$ 3,135
Unrealized losses	(1)
Unrealized gains		4
Debt Securities, Held-to-Maturity, Fair Value	$ 3,226	$ 3,139

Note 3 - Investments in Debt Securities - Maturities of Debt Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
One year or less, amortized cost	$ 2,949	$ 2,671
One year or less, fair value	2,948	2,671
Greater than one year through five years, amortized cost	278	464
Greater than one year through five years, fair value	278	468
Debt Securities, Held-to-Maturity, Amortized Cost, after Allowance for Credit Loss	3,227	3,135
Debt Securities, Held-to-Maturity, Fair Value	$ 3,226	$ 3,139

Note 4 - Property & Equipment (Details Textual)	6 Months Ended
Note 4 - Property & Equipment (Details Textual)	Jun. 30, 2024 a ft²
Land [Member]
Area of Land (Acre)	22,300
Land [Member] \| West Maui [Member]
Area of Land (Acre)	20,400
Area of Elevation from Sea (Square Foot) \| ft²	5,700
Land [Member] \| West Maui [Member] \| Kapalua Resort [Member]
Area of Land (Acre)	1,000
Land [Member] \| Upcountry Maui [Member]
Area of Land (Acre)	1,400
Building [Member] \| Maui [Member]
Area of Land (Acre) \| ft²	266,000

Note 4 - Property & Equipment - Property & Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property and equipment, gross	$ 52,878	$ 52,274
Less accumulated depreciation	(36,559)	(36,215)
Property and equipment, net	16,319	16,059
Land [Member]
Property and equipment, gross	5,052	5,052
Land Improvements [Member]
Property and equipment, gross	13,861	13,853
Building [Member]
Property and equipment, gross	23,072	22,869
Machinery and Equipment [Member]
Property and equipment, gross	10,500	10,500
Construction in Progress [Member]
Property and equipment, gross	$ 393	$ 0

Note 5 - Investment in Joint Venture (Details Textual)	6 Months Ended
Note 5 - Investment in Joint Venture (Details Textual)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) a
Equity Method Investments	$ 1,627,000		$ 1,608,000
Payments to Acquire Equity Method Investments	19,000	$ (0)
Joint Venture Agreement With BRE2 LLC [Member]
Area of Land (Acre) \| a			30
Equity Method Investments			$ 1,600,000
Payments to Acquire Equity Method Investments	$ 19,000

Note 6 - Contract Assets and Liabilities 1 (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 31, 2020
Contract with Customer, Receivable, after Allowance for Credit Loss	$ 800,000		$ 400,000
Club Membership [Member]
Contract with Customer, Liability, Revenue Recognized	400,000	$ 400,000
License [Member]
Contract with Customer, Liability, Revenue Recognized	$ 66,666	$ 66,666
Contract with Customer, Liability, Noncurrent				$ 2,000,000

Note 6 - Contract Assets and Liabilities 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01	Jun. 30, 2024
Club Membership [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year
License [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	15 years

Note 7 - Long-term Debt (Details Textual) $ in Thousands	6 Months Ended
Note 7 - Long-term Debt (Details Textual) $ in Thousands	Jun. 30, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]
First Hawaiian Bank Revolving Line of Credit [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000
Debt Instrument, Basis Spread on Variable Rate	0.01125%
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	$ 0	$ 0
First Hawaiian Bank Revolving Line of Credit [Member] \| Revolving Credit Facility [Member] \| Kapalua Resort [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Square Foot) \| ft²	30,000

Note 8 - Accrued Retirement Benefits (Details Textual) $ in Thousands	Jun. 30, 2024 USD ($)
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year	$ 0

Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued retirement benefits	$ 1,648	$ 1,692
Less current portion	142	142
Non-current portion of accrued retirement benefits	1,506	1,550
Pension Plan [Member] \| Qualified Plan [Member]
Accrued retirement benefits	(53)	(33)
Supplemental Employee Retirement Plan [Member] \| Nonqualified Plan [Member]
Accrued retirement benefits	$ 1,701	$ 1,725

Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Interest cost	$ 184	$ 203	$ 368	$ 406
Expected return on plan assets	(174)	(164)	(348)	(328)
Amortization of net loss	68	82	136	165
Pension and other postretirement expenses	$ 78	$ 121	$ 156	$ 243

Note 9 - Commitments and Contingencies (Details Textual)	1 Months Ended
	Jun. 30, 2018 USD ($)
Notice and Finding of Violation and Order [Member]
Loss Contingency, Damages Sought, Value	$ 230,000

Note 10 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total	$ 2,173	$ 2,241	$ 4,388	$ 4,318
Operating Lease Income Including Water System Sales [Member]
Minimum rentals	1,058	837	2,022	1,644
Percentage rentals	444	536	1,049	1,031
Licensing fees	36	295	69	518
Other	184	238	351	443
Total	$ 1,722	$ 1,906	$ 3,491	$ 3,636

Note 11 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)				0
Share-Based Payment Arrangement, Expense	$ 1,623,000		$ 806,000	$ 2,582,000	$ 1,772,000
Annual Board Service [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)						250,000
Annual Board Service [Member] \| Year 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)	350,000
Board Committee Service [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)						1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)						78,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)						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) (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%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)				325,709
Board Committee Service [Member] \| Year 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)				1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)	91,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)				10 years
Share Price (in dollars per share)	$ 22.25			$ 22.25
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)				$ 8.87
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)				5 years 3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate				32.10%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				4.40%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)				110,375
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)	331,125			331,125
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 2,900,000			$ 2,900,000
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)		400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)				10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)				$ 15.75
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)				6 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate				31.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				3.82%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)	$ 6.02			$ 6.02
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)	400,000			400,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 2			$ 2
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)				133,334
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)				133,333
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)				133,333
Chief Executive Officer [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)						400,000
Continued Service of the Chairman of the Board [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)						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) (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						3.49%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)						$ 3.94
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)	266,666			266,666
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 900,000			$ 900,000
Continued Service of the Chairman of the Board [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						133,334
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 (in shares)						133,333
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 (in shares)						133,333
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)				3 years
Share-Based Payment Arrangement, Expense	300,000		400,000	$ 700,000	1,200,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense	$ 1,300,000		$ 400,000	$ 1,900,000	$ 600,000

Note 13 - Loss Per Share (Details Textual) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Weighted Average Number of Shares Outstanding, Basic (in shares)	19.6	20.0
Weighted Average Number of Shares Outstanding, Diluted (in shares)			19.6	19.9

Note 14 - Reportable Operating Segments - Reportable Segment Data (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating segment income	$ (1,881)	$ (1,344)	$ (3,281)	$ (2,714)
Operating Segments [Member]
Operating segment revenues	2,645	2,473	5,128	4,770
Operating segment income	1,031	735	1,823	1,608
Operating Segments [Member] \| Land Development and Sales Segment [Member]
Operating segment revenues	200	19	200	19
Operating segment income	13	(317)	(250)	(399)
Operating Segments [Member] \| Leasing Segment [Member]
Operating segment revenues	2,173	2,241	4,388	4,318
Operating segment income	1,051	1,202	2,274	2,485
Operating Segments [Member] \| Resort Amenities Segment [Member]
Operating segment revenues	272	213	540	433
Operating segment income	$ (33)	$ (150)	$ (201)	$ (478)

Note 17 - Subsequent Events (Details Textual)				1 Months Ended		3 Months Ended	6 Months Ended
Note 17 - Subsequent Events (Details Textual)	Sep. 16, 2024 USD ($)	Aug. 17, 2024 USD ($)	Aug. 05, 2024 USD ($) shares	Sep. 14, 2024 USD ($)	Jul. 31, 2024 shares	Sep. 30, 2024 USD ($)	Jun. 30, 2024 shares	Aug. 14, 2024 USD ($) a
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)							0
Forecast [Member] \| Land in Piiholo, Maui, Hawaii [Member] \| Discontinued Operations, Disposed of by Sale [Member]
Proceeds from Sale of Productive Assets \| $	$ 300,000			$ 100,000
The 2017 Equity and Incentive Award Plan [Member] \| Restricted Stock [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense \| $			$ 631,000
The 2017 Equity and Incentive Award Plan [Member] \| CEO Randle [Member] \| Restricted Stock [Member] \| Forecast [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense \| $						$ 229,000
The 2017 Equity and Incentive Award Plan [Member] \| Director Case [Member] \| Restricted Stock [Member] \| Forecast [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense \| $						$ 402,000
The 2024 Plan [Member] \| CEO Randle [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)			28,511
Subsequent Event [Member] \| Land in Piiholo, Maui, Hawaii [Member] \| Discontinued Operations, Disposed of by Sale [Member]
Area of Land (Acre) \| a								11.883
Disposal Group, Including Discontinued Operation, Consideration \| $								$ 7,000,000
Proceeds from Sale of Productive Assets \| $		$ 300,000
Subsequent Event [Member] \| The 2017 Equity and Incentive Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)			400,000		400,000
Subsequent Event [Member] \| The 2023 Plan [Member] \| Chair Sellers [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					63,500
Subsequent Event [Member] \| The 2023 Plan [Member] \| Chair Sellers [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)					18,804
Subsequent Event [Member] \| The 2023 Plan [Member] \| Director Case [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)			6,659
Subsequent Event [Member] \| The 2023 Plan [Member] \| Director Case [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares)			56,000
Subsequent Event [Member] \| The 2024 Plan [Member] \| Director Case [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)			3,124
Subsequent Event [Member] \| The 2024 Plan [Member] \| Director Case [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares)			56,000

Maui Land and Pineapple (NYSE:MLP)
Historical Stock Chart
From Dec 2024 to Jan 2025

Click Here for more Maui Land and Pineapple Charts.

Maui Land and Pineapple (NYSE:MLP)
Historical Stock Chart
From Jan 2024 to Jan 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MLP Maui Land and Pineapple Co Inc

Latest MLP Messages

Loading Messages....

Maui Land and Pineapple Co Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MLP Maui Land and Pineapple Co Inc

Latest MLP Messages

Loading Messages....

Maui Land and Pineapple Co Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Go Ad-Free