Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

mlp20240630e_10q.htm

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.

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.

PART I FINANCIAL INFORMATION

Item1.Condensed Consolidated Interim Financial Statements (unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

See Notes to Condensed Consolidated Interim Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

See Notes to Condensed Consolidated Interim Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

See Notes to Condensed Consolidated Interim Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three and Six Months Ended June30, 2024 and 2023

(UNAUDITED)

(in thousands)

See Notes to Condensed Consolidated Interim Financial Statements.

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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.

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June30, 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

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.

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. Accordingto 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 oneyear. 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 15years 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 primerate 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 nocommitment fees on the unused portion of the Credit Facility.

The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation of new indebtedness on collateralized properties without the prior written consent of the Bank.

The outstanding balance of the Credit Facility was zero at 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 two1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become final and binding - unless a hearing is requested to contest the alleged violations and penalties.

The DOH agreed to defer the Order 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 threeyears. 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.

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 tenyears and vest quarterly over oneyear. 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 tenyears 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 266,666of 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 tenyears 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 pershare. 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 pershare 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 400,000shares 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 tenyears and vest quarterly over oneyear. 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.

13.	LOSSPERSHARE

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

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.

Item2.

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.

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

Commercial Real Estate		Total			Leased			Vacant
	(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
	(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.

Results of Operations

Three and Six Months Ended June30, 2024 Compared to Three and Six Months Ended June30, 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.

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.

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.

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

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.

Item3.

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.

PARTII OTHERINFORMATION

Item1.

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.

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.

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)

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