10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2018

OR

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

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

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

200 Village Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices)

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

None

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting 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 July 15, 2018
Common Stock, no par value	19,193,507 shares

MAUI LAND & PINEAPPLE COMPANY, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets, June 30, 2018 and December 31, 2017	3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Three Months Ended June 30, 2018 and 2017	4
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Six Months Ended June 30, 2018 and 2017	5
Condensed Consolidated Statements of Stockholders’ Equity, Six Months Ended June 30, 2018 and 2017	6
Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2018 and 2017	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Forward-Looking Statements and Risks	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19
PART II. OTHER INFORMATION	19
Item 1A. Risk Factors	19
Item 6. Exhibits	20
Signature	21
EXHIBIT INDEX	22
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	2018			2017
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash	$	1,156		$	1,029
Accounts receivable, less allowance of $33 and $40 for doubtful accounts		923			940
Prepaid expenses and other assets		153			159
Assets held for sale		212			212
Total current assets		2,444			2,340
PROPERTY		65,664			65,650
Accumulated depreciation		(35,856	)		(34,971	)
Net property		29,808			30,679
OTHER ASSETS
Deferred development costs		10,623			10,395
Other noncurrent assets		1,316			1,387
Total other assets		11,939			11,782
TOTAL ASSETS	$	44,191		$	44,801
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	718		$	696
Payroll and employee benefits		518			784
Current portion of accrued retirement benefits		169			164
Deferred revenue		359			24
Other current liabilities		315			179
Total current liabilities		2,079			1,847
LONG-TERM LIABILITIES
Long-term debt		1,235			1,235
Accrued retirement benefits		7,685			7,867
Deposits		2,448			2,449
Deferred revenue		64			215
Other noncurrent liabilities		54			44
Total long-term liabilities		11,486			11,810
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,102,775 and 19,040,273 shares issued and outstanding		79,230			78,584
Additional paid in capital		9,246			9,246
Accumulated deficit		(37,966	)		(36,432	)
Accumulated other comprehensive loss		(19,884	)		(20,254	)
Total stockholders' equity		30,626			31,144
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	44,191		$	44,801

See Notes to Condensed Consolidated Financial Statements.

3

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30,
	2018			2017
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	300		$	6,852
Leasing		1,558			1,370
Utilities		810			829
Resort amenities and other		292			285
Total operating revenues		2,960			9,336
OPERATING COSTS AND EXPENSES
Real estate		443			152
Leasing		706			587
Utilities		520			426
Resort amenities and other		231			213
General and administrative		725			586
Share-based compensation		320			253
Depreciation		446			417
Total operating costs and expenses		3,391			2,634
OPERATING INCOME (LOSS)		(431	)		6,702
Pension and other postretirement expenses		(102	)		(202	)
Interest expense		(37	)		(19	)
NET INCOME (LOSS)	$	(570	)	$	6,481
Pension, net of income taxes of $0		185			204
COMPREHENSIVE INCOME (LOSS)	$	(385	)	$	6,685
NET INCOME (LOSS) PER COMMON SHARE --BASIC AND DILUTED	$	(0.03	)	$	0.34

See Notes to Condensed Consolidated Financial Statements.

4

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30,
	2018			2017
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	336		$	13,991
Leasing		3,053			2,956
Utilities		1,514			1,505
Resort amenities and other		599			567
Total operating revenues		5,502			19,019
OPERATING COSTS AND EXPENSES
Real estate		509			888
Leasing		1,284			1,056
Utilities		1,041			979
Resort amenities and other		584			546
General and administrative		1,556			1,075
Share-based compensation		899			812
Depreciation		885			833
Total operating costs and expenses		6,758			6,189
OPERATING INCOME (LOSS)		(1,256	)		12,830
Pension and other postretirement expenses		(204	)		(404	)
Interest expense		(74	)		(113	)
NET INCOME (LOSS)	$	(1,534	)	$	12,313
Pension, net of income taxes of $0		370			408
COMPREHENSIVE INCOME (LOSS)	$	(1,164	)	$	12,721
NET INCOME (LOSS) PER COMMON SHARE --BASIC & DILUTED	$	(0.08	)	$	0.65

See Notes to Condensed Consolidated Financial Statements.

5

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

(in thousands)

													Accumulated
							Additional						Other
	Common Stock						Paid in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Loss			Total
Balance, January 1, 2018		19,040		$	78,584		$	9,246		$	(36,432	)	$	(20,254	)	$	31,144
Share-based compensation		71			845			268									1,113
Vested restricted stock issued		31			268			(268	)								-
Shares cancelled to pay tax liability		(39	)		(467	)											(467	)
Other comprehensive income - pension														370			370
Net loss											(1,534	)					(1,534	)
Balance, June 30, 2018		19,103		$	79,230		$	9,246		$	(37,966	)	$	(19,884	)	$	30,626
Balance, January 1, 2017		18,958		$	78,123		$	9,246		$	(47,332	)	$	(22,295	)	$	17,742
Share-based compensation		94			767			207									974
Vested restricted stock issued		29			207			(207	)								-
Shares cancelled to pay tax liability		(59	)		(568	)											(568	)
Other comprehensive income - pension														408			408
Net income											12,313						12,313
Balance, June 30, 2017		19,022		$	78,529		$	9,246		$	(35,019	)	$	(21,887	)	$	30,869

See Notes to Condensed Consolidated Financial Statements.

6

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2018			2017
		(in thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	805		$	7,611
INVESTING ACTIVITIES
Payments of deferred development costs		(211	)		(1,430	)
NET CASH USED IN INVESTING ACTIVITIES		(211	)		(1,430	)
FINANCING ACTIVITIES
Payments of long-term debt		-			(5,622	)
Debt and common stock issuance costs and other		(467	)		(594	)
NET CASH USED IN FINANCING ACTIVITIES		(467	)		(6,216	)
NET INCREASE (DECREASE) IN CASH		127			(35	)
CASH AT BEGINNING OF PERIOD		1,029			602
CASH AT END OF PERIOD	$	1,156		$	567
Cash paid during the period:
Interest	$	67		$	65
Income Taxes	$	-		$	405

SUPPLEMENTAL NON-CASH ACTIVITIES:

● Common stock issued to certain members of the Company’s management totaled $845,000 and $767,000 for the six months ended June 30, 2018 and 2017, respectively.

See Notes to Condensed Consolidated Financial Statements.

7

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.     BASIS OF PRESENTATION

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in accordance with U.S. generally accepted accounting principles (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 fiscal year ended December 31, 2017, and pursuant to the instructions to Form 10-Q and Article 10 promulgated by Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes to financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended June 30, 2018 and 2017. The condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017.

2.     USE OF ESTIMATES AND RECLASSIFICATIONS

The Company’s reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts may differ from these estimates. Amounts reflected in interim reports are not necessarily indicative of results for a full year. Certain amounts in the December 31, 2017 condensed consolidated balance sheet were reclassified to conform to the current period’s presentation. Such amounts had no impact on total assets and liabilities or net income and comprehensive income (loss) previously reported.

3.     BASIC AND DILUTED SHARES

Basic and diluted weighted-average shares outstanding for the periods ended June 30, 2018 and 2017 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Basic and diluted		19,091,414		18,982,871		19,074,809		18,968,176
Potentially dilutive		27,500		27,500		27,500		27,500

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income (loss) per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued.

Potentially dilutive shares arise from non-qualified stock options to purchase common stock. The treasury stock method is utilized to determine the number of potentially dilutive shares related to the outstanding non-qualified stock options.

8

4. PROPERTY

Property at June 30, 2018 and December 31, 2017 consisted of the following:

	June 30, 2018		December 31, 2017
	(in thousands)
Land	$	5,059	$	5,059
Land improvements		24,727		24,727
Buildings		24,884		24,884
Machinery and equipment		10,994		10,980
Total property		65,664		65,650
Less accumulated depreciation		35,856		34,971
Net property	$	29,808	$	30,679

Land

Most of the Company’s 22,800 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost. Approximately 20,700 acres of land are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet. This parcel includes approximately 900 acres within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. The Company’s remaining 2,100 acres of land are located in Upcountry Maui in an area commonly known as Hali’imaile and are mainly comprised of leased agricultural fields, including related processing and maintenance facilities.

Land Improvements

Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

Buildings

Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. The majority of the buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

5.     ASSETS HELD FOR SALE AND REAL ESTATE OPERATING REVENUES

Assets held for sale at June 30, 2018 and December 31, 2017 consisted of the following:

	June 30, 2018		December 31, 2017
	(in thousands)
Upcountry Maui, 630-acre parcel of agricultural land	$	156	$	156
Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility		56		56
Assets held for sale	$	212	$	212

None of the above assets held for sale have been pledged as collateral under the Company’s credit facility.

Included in the Company’s real estate operating revenues for the three months ended June 30, 2017 are approximately $6.7 million of land improvements that were conveyed to the Company by the owner of a 125-acre portion of the Company’s Kapalua Mauka project. The owner purchased the 125-acre property, commonly known as Mahana Estates, in 2009. As part of the sale, the owner agreed to subsequently develop and convey to the Company upon completion certain easements, subdivision and utility improvements related to the Mahana Estates property. The owner completed and conveyed the land improvements to the Company in April 2017.

9

In February 2017, the Company sold the 15-acre Kapalua Golf Academy practice course located in the Kapalua Resort for $7.0 million to the owner of the Kapalua Plantation and Bay Golf Courses. The property was sold without any development entitlements. The sale resulted in a gain of approximately $6.4 million. The Company used $5.6 million of the sale proceeds to pay down its long-term debt.

6.     LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings is at LIBOR plus 3.50%, or 5.48% and 4.86% at June 30, 2018 and December 31, 2017, respectively. The Company has pledged its 800-acre Kapalua Mauka project and 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 $1.5 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

The Company believes that it is in compliance with the covenants under the Credit Facility as of June 30, 2018.

7. SHARE-BASED COMPENSATION

The Company’s directors, officers 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 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 vest quarterly and 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.

Share-based compensation is determined and awarded annually to the Company’s officers and certain members of management based on their achievement of certain predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares vesting quarterly over a period of three years.

Share-based compensation totaled $899,000 and $812,000 for the six months ended June 30, 2018 and 2017, respectively. Included in these amounts were $268,000 and $207,000 of restricted shares of common stock which vested during the first six months of 2018 and 2017, respectively.

8. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at June 30, 2018 and December 31, 2017 consisted of the following:

	June 30			December 31,
	2018			2017
	(in thousands)
Defined benefit pension plans	$	5,600		$	5,812
Non-qualified retirement plans		2,254			2,219
Total		7,854			8,031
Less current portion		(169	)		(164	)
Non-current portion of accrued retirement benefits	$	7,685		$	7,867

10

The net periodic benefit costs for pension and postretirement benefits for the three and six months ended June 30, 2018 and 2017 were as follows:

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Interest cost	$	495		$	560		$	990		$	1,120
Expected return on plan assets		(578	)		(562	)		(1,156	)		(1,124	)
Amortization of net loss		185			204			370			408
Pension and other postretirement expenses	$	102		$	202		$	204		$	404

9. 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 effective tax rate for 2018 and 2017 reflects the recognition of expected federal alternative minimum tax liabilities and interim period tax benefits and changes to its tax valuation allowance. In 2017, the Company fully utilized the special alternative minimum tax net operating loss carryforward from 2008 which allows for 100% offset to the alternative minimum taxable income in subsequent years.

10.     REPORTABLE OPERATING SEGMENTS

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments are as follows:

• Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort.

• Leasing primarily 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 conservation activities.

• Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company’s water and sewage transmission services (regulated by the Hawaii Public Utilities Commission) for the Kapalua Resort. The operating segment also includes the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas.

• Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members.

The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses.

11

Reportable operating segment revenues and income for the three and six months ended June 30, 2018 and 2017 were as follows:

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2018			2017		2018			2017
	(in thousands)					(in thousands)
Operating Segment Revenues
Real estate	$	300		$	6,852	$	336		$	13,991
Leasing		1,558			1,370		3,053			2,956
Utilities		810			829		1,514			1,505
Resort amenities and other		292			285		599			567
Total Operating Segment Revenues	$	2,960		$	9,336	$	5,502		$	19,019
Operating Segment Income (Loss)
Real estate	$	(143	)	$	6,700	$	(173	)	$	13,103
Leasing		852			783		1,769			1,900
Utilities		290			403		473			526
Resort amenities and other		61			72		15			21
Total Operating Segment Income	$	1,060		$	7,958	$	2,084		$	15,550

11. COMMITMENTS AND CONTINGENCIES

There have been no changes in the status of commitments and contingencies as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. There are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, the resolution of these other matters is not expected to have a material adverse effect on the Company’s financial position or results of operations.

12. 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 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 consolidated balance sheets and 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 valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt at June 30, 2018 and December 31, 2017 was $1,235,000, which approximated fair value. The fair value of debt was measured using the level 2 inputs, noted above.

13.     NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) on recognition of revenue arising from contracts with customers, as well as recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers, and subsequently, it issued additional guidance that further clarified the ASU. The revenue recognition ASU has implications for all revenues, excluding those that are under the specific scope of other accounting standards, such as revenue associated with leases (described below).

12

The Company’s revenues for the six months ended June 30, 2018, that were subject to the revenue recognition ASU were as follows (in thousands):

Real estate	$	336
Utilities		1,514
Resort amenities and other		599
Total	$	2,449

The core principle underlying the revenue recognition ASU is that an entity will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in such exchange. This requires entities to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time except for the utilities and resort amenities revenue. Utility services are recognized as provided over the monthly billing period, and the annual membership dues are recognized over a period of twelve months.

A customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with goods or services that are generated by a company’s ordinary output activities, whereas noncustomers are provided with nonfinancial assets that are outside of a company’s ordinary output activities. This distinction may not significantly change the pattern of income recognition but determines whether that income is classified as revenue (contracts with customers) or other gains/losses (contracts with noncustomers) in the Company’s financial statements. The Company’s revenue streams for the period were generated as ordinary output activities to customers as defined by the guidance and were properly classified as revenues.

The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its real estate revenue, utilities revenue and resort amenities and other revenues.

An entity is also required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. The Company is currently evaluating the option to use a practical expedient to not separate lease and non-lease components as shown in ASU No.2018-11 prior to adoption in 2019. Property services categorized as nonlease components that are reimbursed by the Company’s tenants may need to be presented on a net basis if it is determined that the Company held an agent arrangement.

Upon adoption, entities can use either a full retrospective or modified retrospective method to adopt this ASU. Under the full retrospective method, all periods presented will be restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to 2016 will be recorded to retained earnings as of January 1, 2016. Under the modified retrospective approach, prior periods are not restated to conform to the new standard. Instead, a cumulative adjustment for effects of applying the new standard to periods prior to 2018 is recorded to retained earnings as of January 1, 2018. Additionally, incremental footnote disclosures are required to present the 2018 revenues under the prior standard. Under the modified retrospective method, an entity may also elect to apply the standard to either (i) all contracts as of January 1, 2018, or (ii) only to contracts that are not completed as of January 1, 2018. The Company elected to adopt this guidance using the modified retrospective method at January 1, 2018 which did not result in an adjustment to retained earnings. Additionally, upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

In February 2016, FASB issued an ASU that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). The ASU is further supplemented by ASU No. 2018-11 and effective for the Company no later than January 1, 2019, with early adoption permitted. The updated ASU provides the Company an option to use a practical expedient to not separate lease and non-lease components. This ASU will govern the recognition of revenue for lease components. Revenue related to nonlease components under the Company’s lease agreements will be subject to the new revenue recognition standard effective upon adoption of the new lease accounting standard. The Company expects to adopt the new lease accounting standard on January 1, 2019.

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In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In October 2016, FASB issued ASU No. 2016-16, Income Taxes. This ASU simplifies the recognition of intra-entity income tax consequences when an asset other than inventory is transferred. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In November 2016, FASB issued ASU No. 2016-18, Statement of Cash Flows-Restricted Cash. This ASU addresses the diversity in the classification and presentation of changes in restricted cash in the statement of cash flows. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In December 2016, FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. This ASU summarizes the various amendments that serve to clarify the codification or to correct unintended application of guidance. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In March 2017, FASB issued ASU No. 2017-07, Compensation-Retirement Benefits. This ASU aims to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost by requiring the reporting of the service cost component in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This ASU is effective for public business entities for annual periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for public business entities for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s financial statements.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 and the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. 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 Hawaii corporation and the successor to a business organized in 1909. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company.

We own approximately 23,000 acres of land on the island of Maui, Hawaii and develop, sell, and manage residential, resort, commercial, agricultural and industrial real estate through the following business segments:

• Real Estate—Our real estate operations consist of land planning and entitlement, development and sales activities. This segment also includes the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort.

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• Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of the Company’s registered trademarks and trade names, and stewardship and conservation efforts.

• Utilities—We own two publicly-regulated utility companies which provide potable and non-potable water and wastewater transmission services to the Kapalua Resort. In addition, we also own a network of several major non-potable water systems in West and Upcountry Maui.

• Resort Amenities—We manage the operations of the Kapalua Club, a private, non-equity club program providing our members special programs, access and other privileges at certain amenities at the Kapalua Resort.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed Form 10-K. On January 1, 2018, we adopted ASU No. 2017-07 Compensation-Retirement Benefits without material impact, as well as ASU No. 2014-09, Revenue Recognition using the modified retroactive approach which did not result in an adjustment to our retained earnings. There have been no significant changes in our critical accounting policies during the first six months of 2018, other than the adoption of ASU Nos. 2017-07 and 2014-09 on January 1, 2018.

RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 2018 compared to Three and Six Months Ended June 30, 2017

CONSOLIDATED

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Operating revenues	$	2,960		$	9,336		$	5,502		$	19,019
Operating costs and expenses		(1,900	)		(1,378	)		(3,418	)		(3,469	)
General and administrative		(725	)		(586	)		(1,556	)		(1,075	)
Share-based compensation		(320	)		(253	)		(899	)		(812	)
Depreciation		(446	)		(417	)		(885	)		(833	)
Pension and other postretirement expenses		(102	)		(202	)		(204	)		(404	)
Operating income (loss)		(533	)		6,500			(1,460	)		12,426
Interest expense		(37	)		(19	)		(74	)		(113	)
Net income (loss)	$	(570	)	$	6,481		$	(1,534	)	$	12,313
Net income (loss) per common share	$	(0.03	)	$	0.34		$	(0.08	)	$	0.65

The decrease in operating revenues for the three and six months ended June 30, 2018 compared to the same periods in 2017 were due to the sale of the 15-acre Kapalua Golf Academy practice course in February 2017 and the conveyance of certain land improvements to us by the owner of a 125-acre portion of our Kapalua Mauka project in April 2017. The increase in general and administrative expenses for the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017 was primarily due to higher legal and outside consultant fees.

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REAL ESTATE 

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Operating revenues	$	300		$	6,852		$	336		$	13,991
Operating costs and expenses		(443	)		(152	)		(509	)		(888	)
Operating income (loss)	$	(143	)	$	6,700		$	(173	)	$	13,103

Included in real estate operating revenues for the three and six months ended June 30, 2017 were approximately $6.7 million of land improvements that were conveyed to us by the owner of a 125-acre portion of our Kapalua Mauka project. The owner purchased the 125-acre property, commonly known as Mahana Estates, in 2009. As part of the sale, the owner agreed to subsequently develop and convey to us upon completion certain easements, subdivision and utility improvements related to the Mahana Estates property. The owner completed and conveyed the land improvements to us in April 2017.

In February 2017, we sold the 15-acre Kapalua Golf Academy practice course located in the Kapalua Resort for $7.0 million to the owner of the Kapalua Plantation and Bay Golf Courses. The property was sold without any development entitlements. The sale resulted in a gain of approximately $6.4 million. The property was not pledged as collateral under our revolving line of credit facility. We applied $5.6 million of the sale proceeds toward our revolving line of credit facility.

Also included in our real estate operating revenues were sales commissions totaling $300,000 and $171,000 for the three months ended June 30, 2018 and 2017, respectively, and $336,000 and $310,000 for the six months ended June 30, 2018 and 2017, respectively, from resales of properties owned by private residents in the Kapalua Resort and surrounding areas by our wholly-owned subsidiary, Kapalua Realty Company, Ltd.

We did not have any significant real estate development expenditures during the first six months of 2018 or 2017.

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

LEASING

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Operating revenues	$	1,558		$	1,370		$	3,053		$	2,956
Operating costs and expenses		(706	)		(587	)		(1,284	)		(1,056	)
Operating income	$	852		$	783		$	1,769		$	1,900

The increase in operating revenues during the three months ended June 30, 2018 compared to the three months ended June 30, 2017 was primarily due to increases in our Kapalua Resort and Hali’imaile commercial property occupancies and improved renegotiated terms of several existing tenant leases. The increase in operating costs and expenses for the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017 was due to higher repairs and maintenance costs

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

UTILITIES

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Operating revenues	$	810		$	829		$	1,514		$	1,505
Operating costs and expenses		(520	)		(426	)		(1,041	)		(979	)
Operating income	$	290		$	403		$	473		$	526

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We have contracted a third-party water engineering and management company to manage the operations of our wholly-owned subsidiaries: Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. We have contracted a water maintenance company to manage our non-potable/irrigation water systems in West and Upcountry Maui.

Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Rates charged by our Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. subsidiaries are regulated by the Hawaii Public Utilities Commission. The increase in utilities operating costs and expenses for the three and six months ended June 30, 2018 as compared to the three and six months ended June 30, 2017 was primarily due to higher deferred maintenance expenditures.

We did not incur any significant capital or improvement expenditures related to our Utilities segment infrastructure in the first six months of 2018 or 2017.

RESORT AMENITIES AND OTHER

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Operating revenues	$	292		$	285		$	599		$	567
Operating costs and expenses		(231	)		(213	)		(584	)		(546	)
Operating income	$	61		$	72		$	15		$	21

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. The Kapalua Club does not operate any resort amenities and the 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.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash on hand of $1.2 million and $13.8 million of available credit under a $15.0 million revolving line of credit facility with First Hawaiian Bank as of June 30, 2018.

We have a $15.0 million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings is at LIBOR plus 3.50% (5.48% at June 30, 2018). We have pledged our 800-acre Kapalua Mauka project and 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 $1.5 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

As of June 30, 2018, we were in compliance with the covenants under the Credit Facility.

Cash Flows

During the first six months of 2018, net cash flow provided by our operating activities totaled $0.8 million. Net cash provided by our operating activities for the first six months of 2017 was $7.6 million.

Interest payments on our long-term debt totaled $67,000 for the six months ended June 30, 2018.

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We were not required to make any minimum funding contributions to our defined benefit pension plans during the six months ended June 30, 2018.

Future Cash Inflows and Outflows

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

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

FORWARD-LOOKING STATEMENTS AND RISKS

This and other reports filed by us with the Securities and Exchange Commission, or 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 involve 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 can be identified by the fact that they do not relate strictly to historical or current facts. They contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative or other variations thereof or comparable terminology. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:

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

• risks associated with real estate investments generally, and more specifically, demand for real estate and tourism in Hawaii;

• risks due to joint venture relationships;

• our ability to complete land development projects within forecasted time and budget expectations, if at all;

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

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

• potential liabilities and obligations under various federal, state and local environmental regulations with respect to the presence of hazardous or toxic substances;

• changes in weather conditions or the occurrence of natural disasters;

• 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 defined benefit pension plans;

• our ability to comply with the terms of our indebtedness, including the financial covenants set forth therein, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date;

• our ability to raise capital through the sale of certain real estate assets;

• availability of capital on terms favorable to us, or at all; and

• failure to maintain security of internal and customer electronic information.

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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, 2017 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, 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 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 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 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.

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 SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief 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(e) and 15d-15(e) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective 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

We have reviewed and updated our internal controls and related procedures related to our change in filing status from a smaller reporting company to an accelerated filer in January 2018. Except as otherwise noted, there has 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, 2018.

PART II OTHER INFORMATION

Item 1A. 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 on Form 10-K for the year ended December 31, 2017 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. 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.

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Item 6. EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Link Document

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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 9, 2018	/s/ TIM T. ESAKI
Date	Tim T. Esaki
	Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934. (1)
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934. (1)
32.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. (2)
32.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. (2)
101.INS	XBRL Instance Document (2)
101.SCH	XBRL Taxonomy Extension Schema Document (2)
101.CAL	XBRL Taxonomy Extension Calculation Document (2)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (2)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (2)
101.PRE	XBRL Taxonomy Extension Presentation Link Document (2)

(1) Filed herewith.

(2) Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Warren H. Haruki, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 9, 2018
		/s/ WARREN H. HARUKI
	Name:	Warren H. Haruki
	Title:	Chairman & Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Tim T. Esaki, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 9, 2018
		/s/ TIM T. ESAKI
	Name:	Tim T. Esaki
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

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

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission (the “Report”), I, Warren H. Haruki, Chairman & 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; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ WARREN H. HARUKI

Warren H. Haruki

Chairman & Chief Executive Officer

(Principal Executive Officer)

Date: August 9, 2018

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

EX-32.2

Exhibit 32.2

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

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission (the “Report”), I, Tim T. Esaki, 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; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TIM T. ESAKI

Tim T. Esaki

Chief Financial Officer

(Principal Financial Officer)

Date: August 9, 2018

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

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 15, 2018
Document Information [Line Items]
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Entity Central Index Key	0000063330
Trading Symbol	mlp
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		19,193,507
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 1,156	$ 1,029
Accounts receivable, less allowance of $33 and $40 for doubtful accounts	923	940
Prepaid expenses and other assets	153	159
Assets held for sale	212	212
Total current assets	2,444	2,340
PROPERTY	65,664	65,650
Accumulated depreciation	(35,856)	(34,971)
Net property	29,808	30,679
OTHER ASSETS
Deferred development costs	10,623	10,395
Other noncurrent assets	1,316	1,387
Total other assets	11,939	11,782
TOTAL ASSETS	44,191	44,801
CURRENT LIABILITIES
Accounts payable	718	696
Payroll and employee benefits	518	784
Current portion of accrued retirement benefits	169	164
Deferred revenue	359	24
Other current liabilities	315	179
Total current liabilities	2,079	1,847
LONG-TERM LIABILITIES
Long-term debt	1,235	1,235
Accrued retirement benefits	7,685	7,867
Deposits	2,448	2,449
Deferred revenue	64	215
Other noncurrent liabilities	54	44
Total long-term liabilities	11,486	11,810
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,102,775 and 19,040,273 shares issued and outstanding	79,230	78,584
Additional paid in capital	9,246	9,246
Accumulated deficit	(37,966)	(36,432)
Accumulated other comprehensive loss	(19,884)	(20,254)
Total stockholders' equity	30,626	31,144
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 44,191	$ 44,801

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Accounts receivable, allowance	$ 33	$ 40
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, authorized (in shares)	43,000,000	43,000,000
Common stock, issued (in shares)	19,102,775	19,040,273
Common stock, outstanding (in shares)	19,102,775	19,040,273

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
OPERATING REVENUES
Operating revenues			$ 2,449,000
Leasing	$ 1,558,000	$ 1,370,000	3,053,000	$ 2,956,000
Operating revenues	2,960,000	9,336,000	5,502,000	19,019,000
OPERATING COSTS AND EXPENSES
Leasing	706,000	587,000	1,284,000	1,056,000
General and administrative	725,000	586,000	1,556,000	1,075,000
Share-based compensation	320,000	253,000	899,000	812,000
Depreciation	446,000	417,000	885,000	833,000
Total operating costs and expenses	3,391,000	2,634,000	6,758,000	6,189,000
OPERATING INCOME (LOSS)	(431,000)	6,702,000	(1,256,000)	12,830,000
Pension and other postretirement expenses	(102,000)	(202,000)	(204,000)	(404,000)
Interest expense	(37,000)	(19,000)	(74,000)	(113,000)
NET INCOME (LOSS)	(570,000)	6,481,000	(1,534,000)	12,313,000
Pension, net of income taxes of $0	185,000	204,000	370,000	408,000
COMPREHENSIVE INCOME (LOSS)	$ (385,000)	$ 6,685,000	$ (1,164,000)	$ 12,721,000
NET INCOME (LOSS) PER COMMON SHARE --BASIC AND DILUTED (in dollars per share)	$ (0.03)	$ 0.34	$ (0.08)	$ 0.65
Real Estate [Member]
OPERATING REVENUES
Operating revenues	$ 300,000	$ 6,852,000	$ 336,000	$ 13,991,000
OPERATING COSTS AND EXPENSES
Operating costs	443,000	152,000	509,000	888,000
Public Utilities [Member]
OPERATING REVENUES
Operating revenues	810,000	829,000	1,514,000	1,505,000
OPERATING COSTS AND EXPENSES
Operating costs	520,000	426,000	1,041,000	979,000
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	292,000	285,000	599,000	567,000
OPERATING COSTS AND EXPENSES
Operating costs	$ 231,000	$ 213,000	$ 584,000	$ 546,000

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Pension, taxes	$ 0	$ 0	$ 0	$ 0

XML

Condensed Consolidated Statements of 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, 2016	18,958
Balance at Dec. 31, 2016	$ 78,123	$ 9,246	$ (47,332)	$ (22,295)	$ 17,742
Share-based compensation (in shares)	94
Share-based compensation	$ 767	207			974
Vested restricted stock issued (in shares)	29
Vested restricted stock issued	$ 207	(207)
Shares cancelled to pay tax liability (in shares)	(59)
Shares cancelled to pay tax liability	$ (568)				(568)
Other comprehensive income - pension				408	408
Net income (loss)			12,313		12,313
Balance (in shares) at Jun. 30, 2017	19,022
Balance at Jun. 30, 2017	$ 78,529	9,246	(35,019)	(21,887)	30,869
Balance (in shares) at Dec. 31, 2017	19,040
Balance at Dec. 31, 2017	$ 78,584	9,246	(36,432)	(20,254)	31,144
Share-based compensation (in shares)	71
Share-based compensation	$ 845	268			1,113
Vested restricted stock issued (in shares)	31
Vested restricted stock issued	$ 268	(268)
Shares cancelled to pay tax liability (in shares)	(39)
Shares cancelled to pay tax liability	$ (467)				(467)
Other comprehensive income - pension				370	370
Net income (loss)			(1,534)		(1,534)
Balance (in shares) at Jun. 30, 2018	19,103
Balance at Jun. 30, 2018	$ 79,230	$ 9,246	$ (37,966)	$ (19,884)	$ 30,626

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
NET CASH PROVIDED BY OPERATING ACTIVITIES	$ 805	$ 7,611
INVESTING ACTIVITIES
Payments of deferred development costs	(211)	(1,430)
NET CASH USED IN INVESTING ACTIVITIES	(211)	(1,430)
FINANCING ACTIVITIES
Payments of long-term debt		(5,622)
Debt and common stock issuance costs and other	(467)	(594)
NET CASH USED IN FINANCING ACTIVITIES	(467)	(6,216)
NET INCREASE (DECREASE) IN CASH	127	(35)
CASH AT BEGINNING OF PERIOD	1,029	602
CASH AT END OF PERIOD	1,156	567
Cash paid during the period:
Interest	67	65
Income Taxes		$ 405

XML

Supplemental Non-cash Activities

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL NON-CASH ACTIVITIES:

● Common stock issued to certain members of the Company’s management totaled $845,000 and $767,000 for the six months ended June 30, 2018 and 2017, respectively.

XML

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Organization Consolidation and Presentation of Financial Statements Liquidity Disclosure [Text Block]

1.

BASIS OF PRESENTATION

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in accordance with U.S. generally accepted accounting principles (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 fiscal year ended

December 31, 2017,

and pursuant to the instructions to Form

10

-Q and Article

10

promulgated by Regulation S-

X

of the Securities and Exchange Commission (SEC). Accordingly, they do

not

include all of the information and notes to financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended

June 30, 2018

and

2017.

The condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form

10

-K for the fiscal year ended

December 31, 2017.

XML

Note 2 - Use of Estimates and Reclassifications

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Use of Estimates and Reclassifications Disclosure [Text Block]

2.

USE OF ESTIMATES AND RECLASSIFICATIONS

The Company’s reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts

may

differ from these estimates. Amounts reflected in interim reports are

not

necessarily indicative of results for a full year. Certain amounts in the

December 31, 2017

condensed consolidated balance sheet were reclassified to conform to the current period’s presentation. Such amounts had

no

impact on total assets and liabilities or net income and comprehensive income (loss) previously reported.

XML

Note 3 - Basic and Diluted Shares

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Earnings Per Share [Text Block]

3.

BASIC AND DILUTED SHARES

Basic and diluted weighted-average shares outstanding for the periods ended

June 30, 2018

and

2017

were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Basic and diluted		19,091,414		18,982,871		19,074,809		18,968,176
Potentially dilutive		27,500		27,500		27,500		27,500

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income (loss) per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued.

Potentially dilutive shares arise from non-qualified stock options to purchase common stock. The treasury stock method is utilized to determine the number of potentially dilutive shares related to the outstanding non-qualified stock options.

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Note 4 - Property

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4 . PROPERTY

Property at

June 30, 2018

and

December 31, 2017

consisted of the following:

	June 30, 2018		December 31, 2017
	(in thousands)
Land	$	5,059	$	5,059
Land improvements		24,727		24,727
Buildings		24,884		24,884
Machinery and equipment		10,994		10,980
Total property		65,664		65,650
Less accumulated depreciation		35,856		34,971
Net property	$	29,808	$	30,679

Land

Most of the Company’s

22,800

acres of land were acquired between

1911

and

1932

and is carried in its balance sheets at cost. Approximately

20,700

acres of land are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately

5,700

feet. This parcel includes approximately

900

acres within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately

3,000

acres. The Company’s remaining

2,100

acres of land are located in Upcountry Maui in an area commonly known as Hali’imaile and are mainly comprised of leased agricultural fields, including related processing and maintenance facilities.

Land Improvements

Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late

1970’s

or conveyed in

2017.

Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

Buildings

Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. The majority of the buildings were constructed and placed in service in the mid-to-late

1970’s.

Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

XML

Note 5 - Assets Held for Sale and Real Estate Operating Revenues

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

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

5

.

ASSETS HE

LD FOR SALE AND REAL ESTATE OPERATING REVENUES

Assets held for sale at

June 30, 2018

and

December 31, 2017

consisted of the following:

	June 30, 2018		December 31, 2017
	(in thousands)
Upcountry Maui, 630-acre parcel of agricultural land	$	156	$	156
Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility		56		56
Assets held for sale	$	212	$	212

None

of the above assets held for sale have been pledged as collateral under the Company’s credit facility.

Included in the Company’s real estate operating revenues for the

three

months ended

June 30, 2017

are approximately

$6.7

million of land improvements that were conveyed to the Company by the owner of a

125

-acre portion of the Company’s Kapalua Mauka project. The owner purchased the

125

-acre property, commonly known as Mahana Estates, in

2009.

As part of the sale, the owner agreed to subsequently develop and convey to the Company upon completion certain easements, subdivision and utility improvements related to the Mahana Estates property. The owner completed and conveyed the land improvements to the Company in

April 2017.

In

February 2017,

the Company sold the

15

-acre Kapalua Golf Academy practice course located in the Kapalua Resort for

$7.0

million to the owner of the Kapalua Plantation and Bay Golf Courses. The property was sold without any development entitlements. The sale resulted in a gain of approximately

$6.4

million. The Company used

$5.6

million of the sale proceeds to pay down its long-term debt.

XML

Note 6 - Long-term Debt

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Debt Disclosure [Text Block]

6.

LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company’s

$15.0

million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on

December 31, 2019

and provides for

two

optional

one

-year extension periods. Interest on borrowings is at LIBOR plus

3.50%,

or

5.48%

and

4.86%

at

June 30, 2018

and

December 31, 2017,

respectively. The Company has pledged its

800

-acre Kapalua Mauka project and 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

$1.5

million, a maximum of

$45.0

million in total liabilities, and a limitation on new indebtedness.

The Company believes that it is in compliance with the covenants under the Credit Facility as of

June 30, 2018.

XML

Note 7 - Share-based Compensation

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

7 . SHARE-BASED COMPENSATION

The Company’s directors, officers 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 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 vest quarterly and 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.

Share-based compensation is determined and awarded annually to the Company’s officers and certain members of management based on their achievement of certain predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares vesting quarterly over a period of

three

years.

Share-based compensation totaled

$899,000

and

$812,000

for the

six

months ended

June 30, 2018

and

2017,

respectively. Included in these amounts were

$268,000

and

$207,000

of restricted shares of common stock which vested during the

first

six

months of

2018

and

2017,

respectively.

XML

Note 8 - Accrued Retirement Benefits

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Pension and Other Postretirement Benefits Disclosure [Text Block]

8 . ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at

June 30, 2018

and

December 31, 2017

consisted of the following:

	June 30			December 31,
	2018			2017
	(in thousands)
Defined benefit pension plans	$	5,600		$	5,812
Non-qualified retirement plans		2,254			2,219
Total		7,854			8,031
Less current portion		(169	)		(164	)
Non-current portion of accrued retirement benefits	$	7,685		$	7,867

The net periodic benefit costs for pension and postretirement benefits for the

three

and

six

months ended

June 30, 2018

and

2017

were as follows:

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Interest cost	$	495		$	560		$	990		$	1,120
Expected return on plan assets		(578	)		(562	)		(1,156	)		(1,124	)
Amortization of net loss		185			204			370			408
Pension and other postretirement expenses	$	102		$	202		$	204		$	404

XML

Note 9 - Income Taxes

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Income Tax Disclosure [Text Block]

9 . 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 effective tax rate for

2018

and

2017

reflects the recognition of expected federal alternative minimum tax liabilities and interim period tax benefits and changes to its tax valuation allowance. In

2017,

the Company fully utilized the special alternative minimum tax net operating loss carryforward from

2008

which allows for

100%

offset to the alternative minimum taxable income in subsequent years.

XML

Note 10 - Reportable Operating Segments

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

10

.

REPORTABLE OPERATING SEGMENTS

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments are as follows:

• Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort.

• Leasing primarily 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 conservation activities.

• Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company’s water and sewage transmission services (regulated by the Hawaii Public Utilities Commission) for the Kapalua Resort. The operating segment also includes the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas.

• Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members.

The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses.

Reportable operating segment revenues and income for the

three

and

six

months ended

June 30, 2018

and

2017

were as follows:

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2018			2017		2018			2017
	(in thousands)					(in thousands)
Operating Segment Revenues
Real estate	$	300		$	6,852	$	336		$	13,991
Leasing		1,558			1,370		3,053			2,956
Utilities		810			829		1,514			1,505
Resort amenities and other		292			285		599			567
Total Operating Segment Revenues	$	2,960		$	9,336	$	5,502		$	19,019
Operating Segment Income (Loss)
Real estate	$	(143	)	$	6,700	$	(173	)	$	13,103
Leasing		852			783		1,769			1,900
Utilities		290			403		473			526
Resort amenities and other		61			72		15			21
Total Operating Segment Income	$	1,060		$	7,958	$	2,084		$	15,550

XML

Note 11 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

1 1 . C OMMITMENTS AND CONTINGENCIES

There have been

no

changes in the status of commitments and contingencies as reported in the Company’s Annual Report on Form

10

-K for the fiscal year ended

December 31, 2017.

There are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, the resolution of these other matters is

not

expected to have a material adverse effect on the Company’s financial position or results of operations.

XML

Note 12 - Fair Value Measurements

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

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

12 . F AIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the 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 consolidated balance sheets and 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 valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt at

June 30, 2018

and

December 31, 2017

was

$1,235,000,

which approximated fair value. The fair value of debt was measured using the level

2

inputs, noted above.

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Note 13 - New Accounting Pronouncements

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

13

.

NEW ACCOUNTING PRONOUNCEMENTS

In

May 2014,

the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) on recognition of revenue arising from contracts with customers, as well as recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers, and subsequently, it issued additional guidance that further clarified the ASU. The revenue recognition ASU has implications for all revenues, excluding those that are under the specific scope of other accounting standards, such as revenue associated with leases (described below).

The Company’s revenues for the

six

months ended

June 30, 2018,

that were subject to the revenue recognition ASU were as follows (in thousands):

Real estate	$	336
Utilities		1,514
Resort amenities and other		599
Total	$	2,449

The core principle underlying the revenue recognition ASU is that an entity will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in such exchange. This requires entities to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time except for the utilities and resort amenities revenue. Utility services are recognized as provided over the monthly billing period, and the annual membership dues are recognized over a period of

twelve

months.

A customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with goods or services that are generated by a company’s ordinary output activities, whereas noncustomers are provided with nonfinancial assets that are outside of a company’s ordinary output activities. This distinction

may

not

significantly change the pattern of income recognition but determines whether that income is classified as revenue (contracts with customers) or other gains/losses (contracts with noncustomers) in the Company’s financial statements. The Company’s revenue streams for the period were generated as ordinary output activities to customers as defined by the guidance and were properly classified as revenues.

The ASU requires the use of a new

five

-step model to recognize revenue from customer contracts. The

five

-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will

not

occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the

five

-step model to the revenue streams compared to the prior guidance did

not

result in significant changes in the way the Company records its real estate revenue, utilities revenue and resort amenities and other revenues.

An entity is also required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does

not

control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. The Company is currently evaluating the option to use a practical expedient to

not

separate lease and non-lease components as shown in ASU

No.2018

-

11

prior to adoption in

2019.

Property services categorized as nonlease components that are reimbursed by the Company’s tenants

may

need to be presented on a net basis if it is determined that the Company held an agent arrangement.

Upon adoption, entities can use either a full retrospective or modified retrospective method to adopt this ASU. Under the full retrospective method, all periods presented will be restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to

2016

will be recorded to retained earnings as of

January 1, 2016.

Under the modified retrospective approach, prior periods are

not

restated to conform to the new standard. Instead, a cumulative adjustment for effects of applying the new standard to periods prior to

2018

is recorded to retained earnings as of

January 1, 2018.

Additionally, incremental footnote disclosures are required to present the

2018

revenues under the prior standard. Under the modified retrospective method, an entity

may

also elect to apply the standard to either (i) all contracts as of

January 1, 2018,

or (ii) only to contracts that are

not

completed as of

January 1, 2018.

The Company elected to adopt this guidance using the modified retrospective method at

January 1, 2018

which did

not

result in an adjustment to retained earnings. Additionally, upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the

five

-step model under the new guidance and confirmed that there were

no

differences in the pattern of revenue recognition.

In

February 2016,

FASB issued an ASU that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). The ASU is further supplemented by ASU

No.

2018

-

11

and effective for the Company

no

later than

January 1, 2019,

with early adoption permitted. The updated ASU provides the Company an option to use a practical expedient to

not

separate lease and non-lease components. This ASU will govern the recognition of revenue for lease components. Revenue related to nonlease components under the Company’s lease agreements will be subject to the new revenue recognition standard effective upon adoption of the new lease accounting standard. The Company expects to adopt the new lease accounting standard on

January 1, 2019.

In

August 2016,

FASB issued ASU

No.

2016

-

15,

Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU is effective for public business entities for annual reporting periods beginning after

December 15, 2017.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

In

October 2016,

FASB issued ASU

No.

2016

-

16,

Income Taxes. This ASU simplifies the recognition of intra-entity income tax consequences when an asset other than inventory is transferred. This ASU is effective for public business entities for annual reporting periods beginning after

December 15, 2017.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

In

November 2016,

FASB issued ASU

No.

2016

-

18,

Statement of Cash Flows-Restricted Cash. This ASU addresses the diversity in the classification and presentation of changes in restricted cash in the statement of cash flows. This ASU is effective for public business entities for annual reporting periods beginning after

December 15, 2017.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

In

December 2016,

FASB issued ASU

No.

2016

-

20,

Technical Corrections and Improvements to Topic

606,

Revenue from Contracts with Customers. This ASU summarizes the various amendments that serve to clarify the codification or to correct unintended application of guidance. This ASU is effective for public business entities for annual reporting periods beginning after

December 15, 2017.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

In

March 2017,

FASB issued ASU

No.

2017

-

07,

Compensation-Retirement Benefits. This ASU aims to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost by requiring the reporting of the service cost component in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This ASU is effective for public business entities for annual periods beginning after

December 15, 2017.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

In

May 2017,

the FASB issued ASU

No.

2017

-

09,

Compensation-Stock Compensation (Topic

718

) Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic

718.

This ASU is effective for public business entities for interim and annual reporting periods beginning after

December 15, 2017,

with early adoption permitted. The adoption of this guidance did

not

have a material impact on the Company’s financial statements.

XML

Note 3 - Basic and Diluted Shares (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Basic and diluted		19,091,414		18,982,871		19,074,809		18,968,176
Potentially dilutive		27,500		27,500		27,500		27,500

XML

Note 4 - Property (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

Property, Plant and Equipment [Table Text Block]

	June 30, 2018		December 31, 2017
	(in thousands)
Land	$	5,059	$	5,059
Land improvements		24,727		24,727
Buildings		24,884		24,884
Machinery and equipment		10,994		10,980
Total property		65,664		65,650
Less accumulated depreciation		35,856		34,971
Net property	$	29,808	$	30,679

XML

Note 5 - Assets Held for Sale and Real Estate Operating Revenues (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

	June 30, 2018		December 31, 2017
	(in thousands)
Upcountry Maui, 630-acre parcel of agricultural land	$	156	$	156
Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility		56		56
Assets held for sale	$	212	$	212

XML

Note 8 - Accrued Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	June 30			December 31,
	2018			2017
	(in thousands)
Defined benefit pension plans	$	5,600		$	5,812
Non-qualified retirement plans		2,254			2,219
Total		7,854			8,031
Less current portion		(169	)		(164	)
Non-current portion of accrued retirement benefits	$	7,685		$	7,867

Schedule of Net Benefit Costs [Table Text Block]

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2018			2017			2018			2017
	(in thousands)						(in thousands)
Interest cost	$	495		$	560		$	990		$	1,120
Expected return on plan assets		(578	)		(562	)		(1,156	)		(1,124	)
Amortization of net loss		185			204			370			408
Pension and other postretirement expenses	$	102		$	202		$	204		$	404

XML

Note 10 - Reportable Operating Segments (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

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

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2018			2017		2018			2017
	(in thousands)					(in thousands)
Operating Segment Revenues
Real estate	$	300		$	6,852	$	336		$	13,991
Leasing		1,558			1,370		3,053			2,956
Utilities		810			829		1,514			1,505
Resort amenities and other		292			285		599			567
Total Operating Segment Revenues	$	2,960		$	9,336	$	5,502		$	19,019
Operating Segment Income (Loss)
Real estate	$	(143	)	$	6,700	$	(173	)	$	13,103
Leasing		852			783		1,769			1,900
Utilities		290			403		473			526
Resort amenities and other		61			72		15			21
Total Operating Segment Income	$	1,060		$	7,958	$	2,084		$	15,550

XML

Note 13 - New Accounting Pronouncements (Tables)

6 Months Ended

Jun. 30, 2018

Notes Tables

Disaggregation of Revenue [Table Text Block]

Real estate	$	336
Utilities		1,514
Resort amenities and other		599
Total	$	2,449

XML

Supplemental Non-cash Activities (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Stock Issued	$ 845,000	$ 767,000

XML

Note 3 - Basic and Diluted Shares - Antidilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Basic and diluted (in shares)	19,091,414	18,982,871	19,074,809	18,968,176
Potentially dilutive (in shares)	27,500	27,500	27,500	27,500

XML

Note 4 - Property (Details Textual) - Land [Member]	6 Months Ended
	Jun. 30, 2018 ft² a
Area of Land	22,800
West Maui [Member]
Area of Land	20,700
Area of Elevation from Sea | ft²	5,700
West Maui [Member] | Kapalua Resort [Member]
Area of Land	3,000
Area of Land Designated	900
Upcountry Maui [Member]
Area of Land	2,100

XML

Note 4 - Property - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Property, plant and equipment, gross	$ 65,664	$ 65,650
Less accumulated depreciation	35,856	34,971
Net property	29,808	30,679
Land [Member]
Property, plant and equipment, gross	5,059	5,059
Land Improvements [Member]
Property, plant and equipment, gross	24,727	24,727
Building [Member]
Property, plant and equipment, gross	24,884	24,884
Machinery and Equipment [Member]
Property, plant and equipment, gross	$ 10,994	$ 10,980

XML

Note 5 - Assets Held for Sale and Real Estate Operating Revenues (Details Textual) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2017 USD ($) a	Jun. 30, 2017 USD ($) a
Repayments of Lines of Credit	$ 5.6
Kapalua Mauka [Member]
Real Estate, Developer Contributions		$ 6.7
Area of Real Estate Property | a		125
Kapalua Golf Academy [Member]
Area of Real Estate Property | a	15
Proceeds from Sale of Real Estate, Total	$ 7.0
Gain (Loss) on Sale of Properties	$ 6.4

XML

Note 5 - Assets Held for Sale and Real Estate Operating Revenues - Assets Held for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Assets held for sale	$ 212	$ 212
630-Acre Parcel Of Agricultural Land [Member] | Upcountry Maui [Member]
Assets held for sale	156	156
Agricultural Land and Wastewater Treatment Facility [Member] | Upcountry Maui [Member]
Assets held for sale	$ 56	$ 56

XML

Note 5 - Assets Held for Sale and Real Estate Operating Revenues - Assets Held for Sale (Details) (Parentheticals) - a	Jun. 30, 2018	Dec. 31, 2017
630-Acre Parcel Of Agricultural Land [Member]
Area of real estate (Acre)	630	630
Agricultural Land and Wastewater Treatment Facility [Member] | Upcountry Maui [Member]
Area of real estate (Acre)	80	80

XML

Note 6 - Long-term Debt (Details Textual) - First Hawaiian Bank Revolving Line of Credit [Member] - Revolving Credit Facility [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($) ft² a	Dec. 31, 2017
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000
Number of Optional Extension Periods	2
Line of Credit Facility, Extension Period	1 year
Debt Instrument, Interest Rate, Effective Percentage	5.48%	4.86%
Line of Credit Facility, Commitment Fee Amount	$ 0
Debt Instrument, Covenant, Required Minimum Liquidity	1,500
Debt Instrument, Covenant, Maximum Total Liabilities	$ 45,000
Kapalua Mauka [Member]
Pledged Assets not Separately Reported, Area of Real Estate | a	800
Kapalua Resort [Member]
Pledged Assets not Separately Reported, Area of Real Estate | ft²	30,000
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.50%

XML

Note 7 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Allocated Share-based Compensation Expense, Total	$ 320,000	$ 253,000	$ 899,000	$ 812,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Allocated Share-based Compensation Expense, Total			$ 268,000	$ 207,000

XML

Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Accrued retirement benefits	$ 7,854	$ 8,031
Less current portion	(169)	(164)
Non-current portion of accrued retirement benefits	7,685	7,867
Pension Plan [Member] | Qualified Plan [Member]
Accrued retirement benefits	5,600	5,812
Supplemental Employee Retirement Plan [Member] | Nonqualified Plan [Member]
Accrued retirement benefits	$ 2,254	$ 2,219

XML

Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Interest cost	$ 495	$ 560	$ 990	$ 1,120
Expected return on plan assets	(578)	(562)	(1,156)	(1,124)
Amortization of net loss	185	204	370	408
Pension and other postretirement expenses	$ 102	$ 202	$ 204	$ 404

XML

Note 9 - Income Taxes (Details Textual)	Jun. 30, 2018
Alternative Minimum Tax, Operating Loss Carryforwards Offset Percentage	100.00%

XML

Note 10 - Reportable Operating Segments - Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating Segment Revenues
Operating revenues	$ 2,960	$ 9,336	$ 5,502	$ 19,019
Operating Segment Income (Loss)
Operating income (loss)	(431)	6,702	(1,256)	12,830
Operating Segments [Member]
Operating Segment Revenues
Operating revenues	2,960	9,336	5,502	19,019
Operating Segment Income (Loss)
Operating income (loss)	1,060	7,958	2,084	15,550
Operating Segments [Member] | Real Estate Segment [Member]
Operating Segment Revenues
Operating revenues	300	6,852	336	13,991
Operating Segment Income (Loss)
Operating income (loss)	(143)	6,700	(173)	13,103
Operating Segments [Member] | Leasing Segment [Member]
Operating Segment Revenues
Operating revenues	1,558	1,370	3,053	2,956
Operating Segment Income (Loss)
Operating income (loss)	852	783	1,769	1,900
Operating Segments [Member] | Utilities Segment [Member]
Operating Segment Revenues
Operating revenues	810	829	1,514	1,505
Operating Segment Income (Loss)
Operating income (loss)	290	403	473	526
Operating Segments [Member] | Resort Amenities Segment [Member]
Operating Segment Revenues
Operating revenues	292	285	599	567
Operating Segment Income (Loss)
Operating income (loss)	$ 61	$ 72	$ 15	$ 21

XML

Note 12 - Fair Value Measurements (Details Textual) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Fair Value, Inputs, Level 2 [Member]
Long-term Debt, Total	$ 1,235,000	$ 1,235,000

XML

Note 13 - New Accounting Pronouncements - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating revenues			$ 2,449
Real Estate [Member]
Operating revenues	$ 300	$ 6,852	336	$ 13,991
Public Utilities [Member]
Operating revenues	810	829	1,514	1,505
Resort Amenities and Other [Member]
Operating revenues	$ 292	$ 285	$ 599	$ 567