10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

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)

(808) 877-3351

(Registrant’s telephone number, including area code)

None

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MLP	NYSE

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

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

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

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

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

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

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

Class	Outstanding at October 25, 2021
Common Stock, no par value	19,437,793 shares

MAUI LAND & PINEAPPLE COMPANY, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION	5
Item 1. Condensed Consolidated Financial Statements (Unaudited)	5
Condensed Consolidated Balance Sheets, September 30, 2021 and December 31, 2020 (Audited)	5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Three Months Ended September 30, 2021 and 2020	6
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Nine Months Ended September 30, 2021 and 2020	7
Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Nine Months Ended September 30, 2021 and 2020	8
Condensed Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2021 and 2020	9
Notes to Condensed Consolidated Interim Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II. OTHER INFORMATION	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 6. Exhibits	22
Signature	23
EXHIBIT INDEX	24
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101
Exhibit 104

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the three months ended September 30, 2021 (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (SEC) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly report on Form 10-Q that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,” or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:

• the impacts of the COVID-19 pandemic and its variants, including its impacts on us, our operations, the geographic region in which we operate, and our future financial or operational results;

• 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, the occurrence of natural disasters, or threats of the spread of contagious diseases;

• 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 plan;

• 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;

• risks related to reference rate reform;

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

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

3

Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this 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. We qualify all of our forward-looking statements by these cautionary statements.

4

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
CURRENT ASSETS
Cash	$	4,859		$	869
Accounts receivable, net		1,228			1,362
Prepaid expenses and other assets		557			80
Assets held for sale		3,135			7,440
Total current assets		9,779			9,751
PROPERTY		51,412			51,956
Accumulated depreciation		(34,089	)		(33,445	)
Property, net		17,323			18,511
OTHER ASSETS
Deferred development costs		8,964			8,901
Other noncurrent assets		1,171			1,307
Total other assets		10,135			10,208
TOTAL ASSETS	$	37,237		$	38,470
CURRENT LIABILITIES
Accounts payable	$	331		$	899
Payroll and employee benefits		810			970
Long-term debt, current portion		-			200
Accrued retirement benefits, currernt portion		165			165
Deferred revenue, current portion		214			260
Other current liabilities		400			453
Total current liabilities		1,920			2,947
LONG-TERM LIABILITIES
Accrued retirement benefits		8,949			10,926
Deferred revenue		1,667			1,767
Deposits		2,354			2,680
Other noncurrent liabilities		53			83
Total long-term liabilities		13,023			15,456
TOTAL LIABILITIES		14,943			18,403
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,372,803 and 19,311,528 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		82,243			81,485
Additional paid-in-capital		9,184			9,184
Accumulated deficit		(48,098	)		(48,904	)
Accumulated other comprehensive loss		(21,035	)		(21,698	)
Total stockholders' equity		22,294			20,067
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	37,237		$	38,470

See Notes to Condensed Consolidated Interim Financial Statements.

5

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30,
	2021			2020
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	-		$	15
Leasing		2,184			1,448
Resort amenities and other		253			234
Total operating revenues		2,437			1,697
OPERATING COSTS AND EXPENSES
Real estate		67			86
Leasing		784			671
Resort amenities and other		304			152
General and administrative		612			514
Share-based compensation		365			402
Depreciation		300			326
Total operating costs and expenses		2,432			2,151
OPERATING INCOME (LOSS)		5			(454	)
Pension and other post-retirement expenses		(116	)		(125	)
Interest expense		(28	)		(29	)
LOSS FROM CONTINUING OPERATIONS		(139	)		(608	)
Loss from discontinued operations, net		-			(25	)
NET LOSS	$	(139	)	$	(633	)
Other compreshensive income - pension, net		221			206
TOTAL COMPREHENSIVE INCOME (LOSS)	$	82		$	(427	)
LOSS PER COMMON SHARE-BASIC AND DILUTED
Loss from Continuing Operations	$	(0.01	)	$	(0.03	)
Loss from Discontinued Operations	$	-		$	-
Net Loss	$	(0.01	)	$	(0.03	)

See Notes to Condensed Consolidated Interim Financial Statements.

6

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30,
	2021			2020
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	2,700		$	173
Leasing		5,947			4,620
Resort amenities and other		799			648
Total operating revenues		9,446			5,441
OPERATING COSTS AND EXPENSES
Real estate		618			457
Leasing		2,495			2,278
Resort amenities and other		994			893
General and administrative		1,904			1,823
Share-based compensation		1,084			1,229
Depreciation		902			971
Total operating costs and expenses		7,997			7,651
OPERATING INCOME (LOSS)		1,449			(2,210	)
Other income		13			894
Pension and other post-retirement expenses		(348	)		(359	)
Interest expense		(94	)		(105	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		1,020			(1,780	)
Loss from discontinued operations, net		(214	)		(84	)
NET INCOME (LOSS)	$	806		$	(1,864	)
Other compreshensive income - pension, net		663			617
TOTAL COMPREHENSIVE INCOME (LOSS)	$	1,469		$	(1,247	)
EARNINGS (LOSS) PER COMMON SHARE-BASIC AND DILUTED
Income (Loss) from Continuing Operations	$	0.05		$	(0.09	)
Loss from Discontinued Operations	$	(0.01	)	$	(0.01	)
Net Income (Loss)	$	0.04		$	(0.10	)

See Notes to Condensed Consolidated Interim Financial Statements.

7

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Three Months and Nine Months Ended September 30, 2021 and 2020

(in thousands)

													Accumulated
							Additional						Other
	Common Stock						Paid in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Loss			Total
Balance, January 1, 2021		19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067
Share-based compensation		60			748			347									1,095
Vested restricted stock issued		29			347			(347	)								-
Shares cancelled to pay tax liability		(39	)		(476	)											(476	)
Other comprehensive income - pension														442			442
Net income											945						945
Balance, June 30, 2021		19,362			82,104			9,184			(47,959	)		(21,256	)		22,073
Share-based compensation								179									179
Vested restricted stock issued		15			179			(179	)								-
Shares cancelled to pay tax liability		(4	)		(40	)											(40	)
Other comprehensive income - pension														221			221
Net loss											(139	)					(139	)
Balance, September 30, 2021		19,373		$	82,243		$	9,184		$	(48,098	)	$	(21,035	)	$	22,294
Balance, January 1, 2020		19,238		$	80,606		$	9,184		$	(46,300	)	$	(20,798	)	$	22,692
Share-based compensation		68			865			349									1,214
Vested restricted stock issued		31			349			(349	)								-
Shares cancelled to pay tax liability		(46	)		(569	)											(569	)
Other comprehensive income - pension														412			412
Net loss											(1,231	)					(1,231	)
Balance, June 30, 2020		19,291			81,251			9,184			(47,531	)		(20,386	)		22,518
Share-based compensation								163									163
Vested restricted stock issued		14			163			(163	)								-
Shares cancelled to pay tax liability		(4	)		(45	)											(45	)
Other comprehensive income - pension														206			206
Net loss											(633	)					(633	)
Balance, September 30, 2020		19,301		$	81,369		$	9,184		$	(48,164	)	$	(20,180	)	$	22,209

See Notes to Condensed Consolidated Interim Financial Statements.

8

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2021			2020
	(in thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	583		$	545
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of long-term assets		4,203			-
Proceeds from investment		13			894
Payments for property and deferred development costs		(93	)		(148	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		4,123			746
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		600			1,197
Payments on long-term debt		(800	)		(2,232	)
Debt and common stock issuance costs and other		(516	)		(615	)
NET CASH USED IN FINANCING ACTIVITIES		(716	)		(1,650	)
NET INCREASE (DECREASE) IN CASH		3,990			(359	)
CASH AT BEGINNING OF PERIOD		869			683
CASH AT END OF PERIOD	$	4,859		$	324
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$	9		$	20

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

● Common stock issued to certain members of the Company’s management totaled $748,000 and $865,000 for the nine months ended September 30, 2021 and 2020, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

9

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the Three Months and Nine Months Ended September 30, 2021 and 2020

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in 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, 2020, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2021 and 2020. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020.

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 condensed consolidated interim statements are not necessarily indicative of results for a full year.

3. EARNINGS (LOSS) PER SHARE – BASIC AND DILUTED

Basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
Basic and diluted		19,361,852		19,291,102		19,347,153		19,275,696

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.

10

4. PROPERTY

Property as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		22,892		23,465
Machinery and equipment		10,505		10,476
Total property		51,412		51,956
Less accumulated depreciation		34,089		33,445
Property, net	$	17,323	$	18,511

Land

Most of the Company’s 22,800 acres of land were acquired between 1911 and 1932 and are carried in its consolidated 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.

Machinery and Equipment

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

5. ASSETS HELD FOR SALE

Assets held for sale as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,979	$	2,978
Upcountry Maui, 646-acre parcel of agricultural land		156		156
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		-		4,306
	$	3,135	$	7,440

11

 

In February 2020, the Company entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the transaction was contingent upon, among other things, the satisfaction of certain customary closing conditions, including an extended due diligence period. In September 2021, the Company received a notice to terminate this agreement from the prospective buyer.

In December 2019, the Company entered into an Asset Purchase Agreement to sell the Public Utilities Commission (PUC)-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. In March 2021, the sale was approved by the State of Hawaii PUC subject to certain closing conditions of its Decision and Order. The Company received net proceeds of $4.2 million from the sale in May 2021. The results of discontinued operations related to the sale of the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets are reflected in Note 13.

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

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, 2021. Interest accrued on borrowings is based on LIBOR plus 3.50%. As of September 30, 2021 and December 31, 2020, the Credit Facility’s interest rates were 3.59% and 3.65%, 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 $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

The Company believes that it was in compliance with the covenants under the Credit Facility as of September 30, 2021.

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 $1,084,000 and $1,229,000 for the nine months ended September 30, 2021 and 2020, respectively. Included in these amounts were $526,000 and $512,000 of restricted shares of common stock that vested during the first nine months of 2021 and 2020, respectively.

12

8. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	6,863		$	8,790
Non-qualified retirement plans		2,251			2,301
Total		9,114			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	8,949		$	10,926

The Company has a defined benefit pension plan which covers substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under the plan were frozen. The Company also has unfunded non-qualified retirement plans covering nine of its former executives. The non-qualified retirement plans were frozen in 2009 and future vesting of additional benefits was discontinued.

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)
Interest cost	$	309		$	408		$	927		$	1,225
Expected return on plan assets		(418	)		(489	)		(1,254	)		(1,483	)
Amortization of net loss		225			206			675			617
Pension and other postretirement expenses	$	116		$	125		$	348		$	359

9. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $495,000, $806,000 and $673,000 as of September 30, 2021, December 31, 2020, and December 31, 2019 respectively.

Deferred club membership revenue

The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over one year.

Deferred license fee revenue

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $2.0 million in March 2020. Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $100,000 and $67,000 for the nine months ended September 30, 2021 and 2020, respectively.

10. INCOME TAXES

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance continues to be established for deferred income tax assets as of September 30, 2021 and December 31, 2020, respectively.

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11. 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 planning, entitlement, development and sale of real estate inventory. The segment included the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort, through June 30, 2020.

• Leasing includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. 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 nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating Segment Revenues
Real estate	$	-		$	15		$	2,700		$	173
Leasing		2,184			1,448			5,947			4,620
Resort amenities and other		253			234			799			648
Total Operating Segment Revenues	$	2,437		$	1,697		$	9,446		$	5,441
Operating Segment Income (Loss)
Real estate	$	(67	)	$	(71	)	$	2,082		$	(284	)
Leasing		1,400			777			3,452			2,342
Resort amenities and other		(51	)		82			(195	)		(245	)
Total Operating Segment Income	$	1,282		$	788		$	5,339		$	1,813

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12. LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Minimum rentals	$	753	$	677	$	2,225	$	2,086
Percentage rentals		547		-		1,080		304
Licensing fees		203		104		492		449
Other		373		349		1,248		959
Total	$	1,876	$	1,130	$	5,045	$	3,798

13. DISCONTINUED OPERATIONS

In March 2021, the sale of the Public Utilities Commission (PUC)-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. was approved by the State of Hawaii PUC. The Company received net proceeds of $4.2 million in May 2021 at closing. The results of discontinued operations related to the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets for the nine months ended September 30, 2021 were as follows:

	Nine Months Ended
	September 30,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	838		$	2,014
Operating costs and expenses		(1,012	)		(2,098	)
Impairment loss		(40	)		-
Loss from discontinued operations	$	(214	)	$	(84	)

14. COMMITMENTS AND CONTINGENCIES

On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations and penalties.

The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolve and remediate the facility’s wastewater effluent issues. The construction of additional leach fields, installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed through September 30, 2021. The DOH is continuing to review the test results of these corrective action plan items.  No hearing date has been set as discussions with the DOH are still ongoing to address any other matters regarding the Order.

The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has been made in the accompanying unaudited condensed consolidated interim financial statements.

There are various other claims and legal actions pending against the Company. The resolution of these other matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations after consultation with legal counsel.

Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 has caused an adverse impact on local economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism. The Company’s future business operations, including the results of operations, cash flows and financial position will be significantly affected should the spread of the COVID-19 pandemic, including its variants, accelerate in future periods.

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15. FAIR VALUE MEASUREMENTS

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The 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, which approximated fair value, was approximately $200,000 at December 31, 2020 (audited). The fair value of debt was measured using the Level 2 inputs, noted above.

16. RECENT ACCOUNTING PRONOUCEMENTS

In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU apples to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. This ASU requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The Company is in the process of assessing the impact of the ASU on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC Topic 740, Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC Topic 740. This ASU was effective beginning in the first quarter of 2021 with early adoption permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. The ASU has not had a significant impact on the Company’s consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04 as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective through December 31, 2022. Management is evaluating its impact on the Company’s consolidated financial statements and related disclosures, if elected.

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

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

Overview

Maui Land & Pineapple Company, Inc. is a 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 included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort, through June 30, 2020.

• Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of our registered trademarks and trade names. This operating segment also includes the management of ditch, reservoir, and well systems in West and Upcountry Maui and the stewardship of conservation areas.

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

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.

Impact of COVID-19 Pandemic on Our Business

In March 2020, the Governor of the State of Hawaii issued “stay-at-home” orders for its residents and visitors, followed by subsequent “safer-at-home” and “act with care” proclamations in response to the novel coronavirus (“COVID-19”) pandemic. In addition, the Governor issued emergency proclamations, pursuant to which all transpacific passengers into the State of Hawaii were required to self-quarantine upon entry. Beginning in October 2020, travelers to the State of Hawaii were able avoid this 10-day quarantine requirement under a pre-travel testing program by presenting a proof of a negative result from a valid COVID-19 Nucleic Acid Amplification Test. Throughout the year ending December 31, 2021, several state and local laws have eased social distancing guidelines and travel restrictions, including the elimination of quarantine restrictions for domestic travelers by providing evidence of full vaccination. As a result of these amendments, passenger volume to the island of Maui increased to approximately 1,790,000 for the nine months ended September 30, 2021 compared to approximately 460,000 for the nine months ended September 30, 2020.

However, the ongoing impacts and disruptions caused by the COVID-19 pandemic in the geographic region in which we operate remain uncertain as of the date of this filing. On August 23, 2021, the Governor requested residents and visitors to delay all non-essential travel through the end of October 2021 due to the increase in hospitalizations caused by the COVID-19 Delta variant. State and local emergency measures, including physical distancing, capacity, and proof of vaccination requirements at certain establishments, are periodically adjusted based on public health data such as positivity rates, vaccination counts, and hospital occupancies. The extent to which the COVID-19 pandemic will impact our business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than prior versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs.

We continue to monitor the effects of the COVID-19 pandemic on us, our customers, and our vendors. While we are not able to accurately predict the magnitude or scope of such impacts at this time, should the existence of the COVID-19 pandemic continue for an extended period, our future business operations, including the results of operations, cash flows and financial position will be significantly affected. Appropriate remote work arrangements continue to be established for our employees in order to maintain our financial reporting systems.

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Results of Operations

Three and Nine Months Ended September 30, 2021 Compared to Three and Nine Months Ended September 30, 2020

CONSOLIDATED

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating revenues	$	2,437		$	1,697		$	9,446		$	5,441
Operating costs and expenses		(1,155	)		(909	)		(4,107	)		(3,628	)
General and administrative		(612	)		(514	)		(1,904	)		(1,823	)
Share-based compensation		(365	)		(402	)		(1,084	)		(1,229	)
Depreciation		(300	)		(326	)		(902	)		(971	)
Operating income (loss)		5			(454	)		1,449			(2,210	)
Other income		-			-			13			894
Pension and other postretirement expenses		(116	)		(125	)		(348	)		(359	)
Interest expense		(28	)		(29	)		(94	)		(105	)
Income (Loss) from Continuing Operations		(139	)		(608	)		1,020			(1,780	)
Loss from Discontinued Operations		-			(25	)		(214	)		(84	)
Net income (loss)	$	(139	)	$	(633	)	$	806		$	(1,864	)
Income (Loss) from Continuing Operations per Common Share	$	(0.01	)	$	(0.03	)	$	0.05		$	(0.09	)
Loss from Discontinued Operations per Common Share	$	-		$	-		$	(0.01	)	$	(0.01	)
Net income (loss) per Common Share	$	(0.01	)	$	(0.03	)	$	0.04		$	(0.10	)

REAL ESTATE

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating revenues	$	-		$	15		$	2,700		$	173
Operating costs and expenses		(67	)		(86	)		(618	)		(457	)
Operating income (loss)	$	(67	)	$	(71	)	$	2,082		$	(284	)

There were no sales of real estate during the three months ended September 30, 2021 and 2020, respectively.

In May 2021, we sold the property commonly known as the Steeple House located in the Kapalua Resort for $1.7 million. The sale included the fee simple interest of the 1.1 acre parcel as well as buildings and improvements located on the property.

In June 2021, we entered into a Purchase and Sale Agreement with a local buyer to sell and grant to a conservation organization a perpetual, non-exclusive conservation easement. The conservation easement consists of approximately 791 acres of unimproved land in Honolua Valley, Maui, Hawaii. We collected proceeds of approximately $949,000 upon closing.

In September 2021, we received from the prospective buyer of the 46 acre property in the Central Resort area of Kapalua, a notice of termination of the Purchase and Sale Agreement dated February 6, 2020, as amended. The closing of the transaction was contingent upon, among other things, the satisfaction of certain customary closing conditions, including an extended due diligence period.

During the nine months ended September 30, 2020, our wholly-owned subsidiary, Kapalua Realty Company, Ltd., earned sales commissions from resales of properties owned by private residents in the Kapalua Resort and surrounding areas. Effective July 1, 2020, we entered into an office lease agreement and license agreement with a real estate company to provide general brokerage services to the area. No sales commissions were earned in 2021.

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Real estate development expenditures were $63,000 during the nine months ended September 30, 2021. There were no real estate developments expenditures during the nine months ended September 30, 2020.

Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment. Uncertainties associated with the COVID-19 pandemic may, among other things, reduce demand for real estate and impair prospective purchasers’ ability to obtain financing, which would adversely affect revenues from our real estate operations.

LEASING

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating revenues	$	2,184		$	1,448		$	5,947		$	4,620
Operating costs and expenses		(784	)		(671	)		(2,495	)		(2,278	)
Operating income	$	1,400		$	777		$	3,452		$	2,342

The increase in leasing operating revenues for the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020 was primarily due to increased rental income from our commercial leasing portfolio. Certain rental income is contingent upon the sales of the tenant exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. For the three and nine months ended September 30, 2021, percentage rental income was $546,000 and $1.1 million, respectively. The impact of COVID-19 on tenants’ sales activity in 2020 reduced percentage rental income to zero and $304,000 for the three and nine months ended September 30, 2020, respectively.

Operating costs and expenses during the three months ended September 30, 2020 were lower compared to the three months ended September 30, 202, as they were reduced by insurance reimbursements of $220,000 for repairs to property damaged from Tropical Storm Olivia in October 2018.

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

RESORT AMENITIES AND OTHER         

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating revenues	$	253		$	234		$	799		$	648
Operating costs and expenses		(304	)		(152	)		(994	)		(893	)
Operating income (loss)	$	(51	)	$	82		$	(195	)	$	(245	)

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

In March 2020, access to certain facilities and amenities was restricted due to regulations related to COVID-19. As a result of these restrictions, a partial refund of member dues reduced revenue during the three and nine months ended September 30, 2020. Fees paid for contracted services correspondingly reduced operating costs and expenses during the three and nine months ended September 30, 2020. There were no refunds of member dues or reductions of contracted rates in the three months or nine months ended September 30, 2021.

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OTHER INCOME

The Company had a 51% ownership interest in Kapalua Bay Holdings, LLC (KBH). In 2009, the investment was written down to zero. As part of the dissolution of KBH, the Company received $894,000 as a return of cash collateral related to an owner controlled insurance program in May 2020. In April 2021, the Company received a final distribution of $13,000 from KBH.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash on hand of approximately $4.9 million and $869,000 (audited) at September 30, 2021 and December 31, 2020, respectively.

As of September 30, 2021, $15.0 million was available and no amount outstanding under our revolving line of credit facility with First Hawaiian Bank (“Credit Facility”). The Credit Facility matures on December 31, 2021. A renewal or extension of the Credit Facility is expected in December 2021. Interest on borrowings accrues at LIBOR plus 3.50%. 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 $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

As of September 30, 2021, we were in compliance with the covenants under the Credit Facility. If economic conditions are negatively impacted by the COVID-19 pandemic in future periods, we expect to borrow under our Credit Facility.

Cash Flows

Net cash flow provided by our operating activities was approximately $585,000 for the nine months ending September 30, 2021. In June 2021, proceeds of $1.7 million and $949,000 were received from the sales of the Steeple House in the Kapalua Resort and a conservation easement in Honolua Valley, respectively. In May 2021, we received proceeds of $4.2 million upon closing of the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. asset sale.

The outstanding balance of our Credit Facility was reduced to zero as of September 30, 2021. Interest payments on our Credit Facility totaled $9,000 and $20,000 for the nine months ended September 30, 2021 and 2020, respectively.

We made a minimum funding contribution of $553,000 to our defined benefit pension plan in January 2021. The CARES Act included limited funding relief provisions for single employer defined benefit plans allowing us to defer the required contributions that would have been otherwise due in 2020. In August 2021, we made an additional $1.0 million contribution to the plan. No further contributions are required to be made to the plan in 2021.

Future Cash Inflows and Outflows

Our business initiatives include investing in our operating infrastructure, continued planning and entitlement efforts on our development projects, and monitoring the impact of COVID-19 on our business segments. Our income from real estate, leasing activities and Kapalua Club membership dues, were all impacted since March 2020, and may be impacted in the future for an uncertain period of time should public health measures and travel restrictions become reinstated. 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.

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Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained within our Annual Report. There have been no significant changes in our critical accounting policies.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Item 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

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

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the three months ended September 30, 2021.

PART II OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

For information related to Item 1. Legal Proceedings, refer to Note 14, Commitments and Contingencies, to our condensed consolidated financial statements included herein.

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, 2020 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. During the three months ended September 30, 2021, there were no material changes to the risks and uncertainties described in the section entitled “Risk Factors” in our Annual Report. 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

10.1#	Offer of Employment, dated September 22, 2021, by and between Maui Land & Pineapple Company, Inc. and Wade K. Kodama.
31.1*	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Link Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith
**	The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.
#	Management contract or compensatory plan, contract, or arrangement

22

SIGNATURE

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

	MAUI LAND & PINEAPPLE COMPANY, INC.
November 4, 2021	/s/ WADE K. KODAMA
Date	Wade K. Kodama
	Chief Financial Officer
	(Principal Financial Officer)

23

EXHIBIT INDEX

Exhibit Number	Description
10.1#	Offer of Employment, dated September 22, 2021, by and between Maui Land & Pineapple Company, Inc. and Wade K. Kodama.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)
32.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
32.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS	Inline XBRL Instance Document (1)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Document (1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase (1)
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document (1)
101.PRE	XBRL Taxonomy Extension Presentation Link Document (1)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1)

(1) Filed herewith.

(2) The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.

# Management contract or compensatory plan, contract, or arrangement.

24

EX-10.1

Exhibit 10.1

Offer of Employment between the Company and Wade Kodama, dated September 22, 2021

Name: Wade Kodama

Job Title: Chief Financial Officer (CFO)

Reports To: Chief Executive Officer (CEO)

Offer Date: September 14, 2021

Start Date: October 1, 2021

Primary Responsibilities

The Chief Financial Officer is responsible for managing the accounting operations of the Company, including the preparation of periodic financial reports, maintenance of the system of accounting controls, policies and procedures, monitoring of budgets, and filing of all regulatory reports with the Securities and Exchange Commission (“SEC”). The Chief Financial Officer will ensure that the Company’s reported financial results comply with generally accepted accounting principles and will coordinate all quarterly reviews and annual audits with the Company’s internal and external auditors.

In addition, the CFO’s responsibilities will also include cash and risk management and tax reporting. The CFO will also actively participate and assist in the Company’s business initiatives including real estate development activities, community relations, and project management. Numerous regulatory reporting, governmental reports, and zoning/entitlement updates also are within the oversight of the CFO.

The primary place of employment will be at the Company’s corporate office at 200 Village Road in the Kapalua Resort. The expectations are that the CFO will be on Maui, except when business matters require him to be elsewhere.

It is understood by the parties that the specific duties and responsibilities of the CFO are subject to modification, supplementation, change or deletion by the Chief Executive Officer (“CEO”).

During the term of employment, the CFO shall provide services exclusively on behalf of the Company and shall render services to no other person, organization, or company, except as may be approved in writing by the CEO or other officers of the Company.

Compensation

Your annual base salary will be $190,000. You will also be eligible to participate in the Company’s 2019 Equity and Incentive Award Plan (the “Plan”), effective as of, and to be pro-rated, upon your achieving proficiency in and being capable of preparing and filing the Company’s periodic SEC reports on your own. This determination will be made by the Company’s CEO, at his full discretion. Your initial annual incentive target is 35% of your annual salary or $66,500, and your long-term incentive target is 35% of your annual salary or $66,500. Both the annual incentive and the long-term incentive awards are paid in restricted stock units (RSUs). The annual incentive is paid following the Compensation Committee’s approval, which typically happens in February of each year, and the entire RSUs vest immediately. The long-term incentive is also awarded in the February timeframe and has a 3-year vesting period, meaning that it will vest ratably over 12 quarters. In total, your target total annual direct compensation is $323,000.

Your compensation shall be paid in accordance with the Company’s regular pay practices. All compensation shall be subject to applicable withholdings and deductions.

Relocation Allowance

A relocation allowance of $10,000 maximum will be available for reimbursing travel-related and moving expenses, including but not limited to, interisland airfare, and shipping of household goods and vehicle. This allowance must be expended within the first year of employment. Any unused balance will be forfeited.

Benefits

You may participate in the benefit plans and programs currently provided by the Company including medical, dental and vision coverage with the Company covering the premiums of the lowest cost plan; flexible spending account; group life insurance, accidental death and dismemberment coverage; travel accident insurance; temporary and long-term disability insurance; 401(k) plan; and other benefit plans generally available commensurate with your position.

Paid Time Off

Fifteen days of paid time off in your first year, which accrues at 4.615 hours per pay period.

Executive Severance Plan

The Company maintains an Executive Severance Plan, or Severance Plan, to retain key executives and encourage such executives to use their best business judgment in managing the affairs of the Company. The Severance Plan is administered by our Compensation Committee and provides certain severance benefits in the event an executive is involuntary terminated. The Severance Plan generally covers the Company’s named executive officers, which may include the CFO.

Your coverage under the Severance Plan needs to be approved by the Compensation Committee and will be brought before them for consideration in February 2022. We will consider the initial period of your employment, from the start date until September 2022, as a probationary period to determine your capabilities to grow into the Chief Financial Officer position.

Confidential Information

During your employment with the Company and at all times after termination of such employment, regardless of the reason for such termination, you shall hold all Confidential Information relating to the Company in strict confidence and shall not use, disclose or otherwise communicate the Confidential Information to anyone other than the Company without the prior written consent of the Company. “Confidential Information” includes, without limitation, business, operations, and financial information such as costs, profits and plans for future expansion or development, plans for rendering additional services, methods of operation and marketing concepts of Company, as well as employment policies and plans, trade secrets and other proprietary business information of the Company. “Confidential Information” shall not include information that is or becomes in the public domain through no action by you or information that is generally disclosed by the Company to third parties without restrictions on such third parties. Upon termination of employment, you shall return all Confidential Information to the Company.

Code of Business Conduct and Ethics

In accordance with the Company’s Code of Business Conduct and Ethics (“Code”), all employees are required to annually sign an acknowledgment stating that they have reviewed, understand, and agree to comply with the Code. The Code can be reviewed on the Company’s website: http://mauiland.com/documents/MLPCodeofBusinessConductandEthics20150101.pdf

Arbitration

In the event of a dispute arising out of the terms and conditions of this Offer of Employment, such dispute shall, absent settlement of the parties, be promptly resolved by final and binding arbitration in the State of Hawaii in accordance with the provisions of the Hawaii Uniform Arbitration Act, Hawaii Revised Statutes, Chapter 658A, by a single arbitrator mutually agreed upon by the parties. The arbitrator shall be required to abide by the provisions of this Offer of Employment and the arbitrator shall not modify or alter same. A judgment upon the award may be entered in any court having jurisdiction of the parties.

In arbitration, each party shall bear the costs, fees and expenses of presenting its own case, and one-half of the arbitrator’s fees and administration expenses, unless otherwise ordered by the arbitrator for cause shown.

Pre-Employment Testing

This offer of employment is contingent upon the candidate’s successful completion of the Company’s pre-employment testing and screening.

Severability

Each provision in this Offer of Employment is separate. If necessary to effectuate the purpose of a particular provision, the Offer of Employment, in whole or in part, is held to be invalid or unenforceable, the parties agree that any such provision shall be deemed modified to make such provision enforceable to the maximum extent permitted by applicable law. As to any provision held to be invalid or unenforceable, the remaining provisions of this Offer of Employment shall remain in effect.

Offer of Employment is accepted this 22nd day of September 2021.

Signature:	/s/ WADE K. KODAMA
Name:	Wade K. Kodama

Maui Land & Pineapple Company, Inc.

/s/ WARREN H. HARUKI 

Warren H. Haruki

Chief Executive Officer

EX-31.1

Exhibit 31.1

Certification of CEO Pursuant to

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

Section 302 of the Sarbanes-Oxley Act of 2002

I, 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: November 4, 2021
		/s/ WARREN H. HARUKI
	Name:	Warren H. Haruki
	Title:	Chairman & Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of CFO Pursuant to

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

Section 302 of the Sarbanes-Oxley Act of 2002

I, Wade K. Kodama, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 4, 2021
		/s/ WADE K. KODAMA
	Name:	Wade K. Kodama
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

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

Certification

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

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

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021 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 (15 U.S.C. Section 78m or 78o(d)), as amended; and

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

/s/ WARREN H. HARUKI

Warren H. Haruki

Chairman & Chief Executive Officer

(Principal Executive Officer)

Date: November 4, 2021

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

EX-32.2

Exhibit 32.2

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

Certification

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

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

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and

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

/s/ WADE K. KODAMA

Wade K. Kodama

Chief Financial Officer

(Principal Financial Officer)

Date: November 4, 2021

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

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Oct. 25, 2021
Document Information [Line Items]
Entity Central Index Key	0000063330
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-06510
Entity Incorporation, State or Country Code	HI
Entity Tax Identification Number	99-0107542
Entity Address, Address Line One	200 Village Road
Entity Address, City or Town	Lahaina
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96761
City Area Code	808
Local Phone Number	877-3351
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	MLP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,437,793

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 4,859	$ 869
Accounts receivable, net	1,228	1,362
Prepaid expenses and other assets	557	80
Assets held for sale	3,135	7,440
Total current assets	9,779	9,751
PROPERTY	51,412	51,956
Accumulated depreciation	(34,089)	(33,445)
Property, net	17,323	18,511
OTHER ASSETS
Deferred development costs	8,964	8,901
Other noncurrent assets	1,171	1,307
Total other assets	10,135	10,208
TOTAL ASSETS	37,237	38,470
CURRENT LIABILITIES
Accounts payable	331	899
Payroll and employee benefits	810	970
Long-term debt, current portion	0	200
Accrued retirement benefits, currernt portion	165	165
Deferred revenue, current portion	214	260
Other current liabilities	400	453
Total current liabilities	1,920	2,947
LONG-TERM LIABILITIES
Accrued retirement benefits	8,949	10,926
Other noncurrent liabilities	53	83
Total long-term liabilities	13,023	15,456
TOTAL LIABILITIES	14,943	18,403
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,372,803 and 19,311,528 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	82,243	81,485
Additional paid-in-capital	9,184	9,184
Accumulated deficit	(48,098)	(48,904)
Accumulated other comprehensive loss	(21,035)	(21,698)
Total stockholders' equity	22,294	20,067
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	37,237	38,470
License [Member]
LONG-TERM LIABILITIES
Deferred revenue	1,667	1,767
Member Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue	$ 2,354	$ 2,680

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Sep. 30, 2021	Dec. 31, 2020
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	43,000,000	43,000,000
Common stock, shares issued (in shares)	19,372,803	19,311,528
Common stock, shares outstanding (in shares)	19,372,803	19,311,528

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
OPERATING REVENUES
Leasing	$ 2,184,000	$ 1,448,000	$ 5,947,000	$ 4,620,000
Total operating revenues	2,437,000	1,697,000	9,446,000	5,441,000
OPERATING COSTS AND EXPENSES
Leasing	784,000	671,000	2,495,000	2,278,000
General and administrative	612,000	514,000	1,904,000	1,823,000
Share-based compensation	365,000	402,000	1,084,000	1,229,000
Depreciation	300,000	326,000	902,000	971,000
Total operating costs and expenses	2,432,000	2,151,000	7,997,000	7,651,000
OPERATING INCOME (LOSS)	5,000	(454,000)	1,449,000	(2,210,000)
Pension and other post-retirement expenses	(116,000)	(125,000)	(348,000)	(359,000)
Interest expense	(28,000)	(29,000)	(94,000)	(105,000)
INCOME (LOSS) FROM CONTINUING OPERATIONS	(139,000)	(608,000)	1,020,000	(1,780,000)
Loss from discontinued operations, net	0	(25,000)	(214,000)	(84,000)
NET INCOME (LOSS)	(139,000)	(633,000)	806,000	(1,864,000)
Other compreshensive income - pension, net	221,000	206,000	663,000	617,000
TOTAL COMPREHENSIVE INCOME (LOSS)	$ 82,000	$ (427,000)	1,469,000	(1,247,000)
Other income			$ 13,000	$ 894,000
LOSS PER COMMON SHARE-BASIC AND DILUTED
Loss from Continuing Operations (in dollars per share)	$ (0.01)	$ (0.03)	$ 0.05	$ (0.09)
Loss from Discontinued Operations (in dollars per share)	0	0	(0.01)	(0.01)
Net Loss (in dollars per share)	$ (0.01)	$ (0.03)	$ 0.04	$ (0.10)
Real Estate [Member]
OPERATING REVENUES
Operating revenues	$ 0	$ 15,000	$ 2,700,000	$ 173,000
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	67,000	86,000	618,000	457,000
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	253,000	234,000	799,000	648,000
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	$ 304,000	$ 152,000	$ 994,000	$ 893,000

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2019	19,238
Balance at Dec. 31, 2019	$ 80,606	$ 9,184	$ (46,300)	$ (20,798)	$ 22,692
Share-based compensation (in shares)	68
Share-based compensation	$ 865	349			1,214
Vested restricted stock issued (in shares)	31
Vested restricted stock issued	$ 349	(349)			0
Shares cancelled to pay tax liability (in shares)	(46)
Shares cancelled to pay tax liability	$ (569)				(569)
Other comprehensive income - pension				412	412
Net income (loss)			(1,231)		(1,231)
Balance (in shares) at Jun. 30, 2020	19,291
Balance at Jun. 30, 2020	$ 81,251	9,184	(47,531)	(20,386)	22,518
Balance (in shares) at Dec. 31, 2019	19,238
Balance at Dec. 31, 2019	$ 80,606	9,184	(46,300)	(20,798)	22,692
Other comprehensive income - pension					617
Net income (loss)					(1,864)
Balance (in shares) at Sep. 30, 2020	19,301
Balance at Sep. 30, 2020	$ 81,369	9,184	(48,164)	(20,180)	22,209
Balance (in shares) at Jun. 30, 2020	19,291
Balance at Jun. 30, 2020	$ 81,251	9,184	(47,531)	(20,386)	22,518
Share-based compensation (in shares)
Share-based compensation		163			163
Vested restricted stock issued (in shares)	14
Vested restricted stock issued	$ 163	(163)			0
Shares cancelled to pay tax liability (in shares)	(4)
Shares cancelled to pay tax liability	$ (45)				(45)
Other comprehensive income - pension				206	206
Net income (loss)			(633)		(633)
Balance (in shares) at Sep. 30, 2020	19,301
Balance at Sep. 30, 2020	$ 81,369	9,184	(48,164)	(20,180)	22,209
Balance (in shares) at Dec. 31, 2020	19,312
Balance at Dec. 31, 2020	$ 81,485	9,184	(48,904)	(21,698)	20,067
Share-based compensation (in shares)	60
Share-based compensation	$ 748	347			1,095
Vested restricted stock issued (in shares)	29
Vested restricted stock issued	$ 347	(347)			0
Shares cancelled to pay tax liability (in shares)	(39)
Shares cancelled to pay tax liability	$ (476)				(476)
Other comprehensive income - pension				442	442
Net income (loss)			945		945
Balance (in shares) at Jun. 30, 2021	19,362
Balance at Jun. 30, 2021	$ 82,104	9,184	(47,959)	(21,256)	22,073
Balance (in shares) at Dec. 31, 2020	19,312
Balance at Dec. 31, 2020	$ 81,485	9,184	(48,904)	(21,698)	20,067
Other comprehensive income - pension					663
Net income (loss)					806
Balance (in shares) at Sep. 30, 2021	19,373
Balance at Sep. 30, 2021	$ 82,243	9,184	(48,098)	(21,035)	22,294
Balance (in shares) at Jun. 30, 2021	19,362
Balance at Jun. 30, 2021	$ 82,104	9,184	(47,959)	(21,256)	22,073
Share-based compensation (in shares)
Share-based compensation		179			179
Vested restricted stock issued (in shares)	15
Vested restricted stock issued	$ 179	(179)			0
Shares cancelled to pay tax liability (in shares)	(4)
Shares cancelled to pay tax liability	$ (40)				(40)
Other comprehensive income - pension				221	221
Net income (loss)			(139)		(139)
Balance (in shares) at Sep. 30, 2021	19,373
Balance at Sep. 30, 2021	$ 82,243	$ 9,184	$ (48,098)	$ (21,035)	$ 22,294

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
NET CASH PROVIDED BY OPERATING ACTIVITIES	$ 583	$ 545
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of long-term assets	4,203	0
Proceeds from investment	13	894
Payments for property and deferred development costs	(93)	(148)
NET CASH PROVIDED BY INVESTING ACTIVITIES	4,123	746
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt	600	1,197
Payments on long-term debt	(800)	(2,232)
Debt and common stock issuance costs and other	(516)	(615)
NET CASH USED IN FINANCING ACTIVITIES	(716)	(1,650)
NET INCREASE (DECREASE) IN CASH	3,990	(359)
CASH AT BEGINNING OF PERIOD	869	683
CASH AT END OF PERIOD	4,859	324
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$ 9	$ 20

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Supplemental Schedule of Non-Cash Investing and Financing Activities

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

● Common stock issued to certain members of the Company’s management totaled $748,000 and $865,000 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Significant Accounting Policies [Text Block]

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in 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, 2020, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2021 and 2020. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020.

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Note 2 - Use of Estimates and Reclassifications

9 Months Ended

Sep. 30, 2021

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 condensed consolidated interim statements are not necessarily indicative of results for a full year.

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Note 3 - Earnings (Loss) Per Share - Basic and Diluted

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

3. EARNINGS (LOSS) PER SHARE – BASIC AND DILUTED

Basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
Basic and diluted		19,361,852		19,291,102		19,347,153		19,275,696

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.

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Note 4 - Property

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY

Property as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		22,892		23,465
Machinery and equipment		10,505		10,476
Total property		51,412		51,956
Less accumulated depreciation		34,089		33,445
Property, net	$	17,323	$	18,511

Land

Most of the Company’s 22,800 acres of land were acquired between 1911 and 1932 and are carried in its consolidated 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.

Machinery and Equipment

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

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Note 5 - Assets Held for Sale

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

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

5. ASSETS HELD FOR SALE

Assets held for sale as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,979	$	2,978
Upcountry Maui, 646-acre parcel of agricultural land		156		156
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		-		4,306
	$	3,135	$	7,440

In February 2020, the Company entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the transaction was contingent upon, among other things, the satisfaction of certain customary closing conditions, including an extended due diligence period. In September 2021, the Company received a notice to terminate this agreement from the prospective buyer.

In December 2019, the Company entered into an Asset Purchase Agreement to sell the Public Utilities Commission (PUC)-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. In March 2021, the sale was approved by the State of Hawaii PUC subject to certain closing conditions of its Decision and Order. The Company received net proceeds of $4.2 million from the sale in May 2021. The results of discontinued operations related to the sale of the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets are reflected in Note 13.

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

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Note 6 - Long-term Debt

9 Months Ended

Sep. 30, 2021

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, 2021. Interest accrued on borrowings is based on LIBOR plus 3.50%. As of September 30, 2021 and December 31, 2020, the Credit Facility’s interest rates were 3.59% and 3.65%, 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 $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

The Company believes that it was in compliance with the covenants under the Credit Facility as of September 30, 2021.

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Note 7 - Share-based Compensation

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Share-based Payment Arrangement [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 $1,084,000 and $1,229,000 for the nine months ended September 30, 2021 and 2020, respectively. Included in these amounts were $526,000 and $512,000 of restricted shares of common stock that vested during the first nine months of 2021 and 2020, respectively.

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Note 8 - Accrued Retirement Benefits

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Retirement Benefits [Text Block]

8. ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits as of September 30, 2021 and December 31, 2020 consisted of the following:

	September 30,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	6,863		$	8,790
Non-qualified retirement plans		2,251			2,301
Total		9,114			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	8,949		$	10,926

The Company has a defined benefit pension plan which covers substantially all of its former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under the plan were frozen. The Company also has unfunded non-qualified retirement plans covering nine of its former executives. The non-qualified retirement plans were frozen in 2009 and future vesting of additional benefits was discontinued.

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)
Interest cost	$	309		$	408		$	927		$	1,225
Expected return on plan assets		(418	)		(489	)		(1,254	)		(1,483	)
Amortization of net loss		225			206			675			617
Pension and other postretirement expenses	$	116		$	125		$	348		$	359

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Note 9 - Contract Assets and Liabilities

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

9. CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $495,000, $806,000 and $673,000 as of September 30, 2021, December 31, 2020, and December 31, 2019 respectively.

Deferred club membership revenue

The Company manages the operations of the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges at certain of the amenities within the Kapalua Resort. Deferred revenues from dues received from the private club membership program are recognized on a straight-line basis over one year.

Deferred license fee revenue

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $2.0 million in March 2020. Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $100,000 and $67,000 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 10 - Income Taxes

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Income Tax Disclosure [Text Block]

10. INCOME TAXES

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance continues to be established for deferred income tax assets as of September 30, 2021 and December 31, 2020, respectively.

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Note 11 - Reportable Operating Segments

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

11. 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 planning, entitlement, development and sale of real estate inventory. The segment included the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort, through June 30, 2020.

• Leasing includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. 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 nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating Segment Revenues
Real estate	$	-		$	15		$	2,700		$	173
Leasing		2,184			1,448			5,947			4,620
Resort amenities and other		253			234			799			648
Total Operating Segment Revenues	$	2,437		$	1,697		$	9,446		$	5,441
Operating Segment Income (Loss)
Real estate	$	(67	)	$	(71	)	$	2,082		$	(284	)
Leasing		1,400			777			3,452			2,342
Resort amenities and other		(51	)		82			(195	)		(245	)
Total Operating Segment Income	$	1,282		$	788		$	5,339		$	1,813

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Note 12 - Leasing Arrangements

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Lessor, Operating Leases [Text Block]

12. LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Minimum rentals	$	753	$	677	$	2,225	$	2,086
Percentage rentals		547		-		1,080		304
Licensing fees		203		104		492		449
Other		373		349		1,248		959
Total	$	1,876	$	1,130	$	5,045	$	3,798

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Note 13 - Discontinued Operations

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

13. DISCONTINUED OPERATIONS

In March 2021, the sale of the Public Utilities Commission (PUC)-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. was approved by the State of Hawaii PUC. The Company received net proceeds of $4.2 million in May 2021 at closing. The results of discontinued operations related to the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets for the nine months ended September 30, 2021 were as follows:

	Nine Months Ended
	September 30,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	838		$	2,014
Operating costs and expenses		(1,012	)		(2,098	)
Impairment loss		(40	)		-
Loss from discontinued operations	$	(214	)	$	(84	)

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Note 14 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

14. COMMITMENTS AND CONTINGENCIES

On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations and penalties.

The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolve and remediate the facility’s wastewater effluent issues. The construction of additional leach fields, installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed through September 30, 2021. The DOH is continuing to review the test results of these corrective action plan items.  No hearing date has been set as discussions with the DOH are still ongoing to address any other matters regarding the Order.

The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has been made in the accompanying unaudited condensed consolidated interim financial statements.

There are various other claims and legal actions pending against the Company. The resolution of these other matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations after consultation with legal counsel.

Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 has caused an adverse impact on local economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism. The Company’s future business operations, including the results of operations, cash flows and financial position will be significantly affected should the spread of the COVID-19 pandemic, including its variants, accelerate in future periods.

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Note 15 - Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

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

15. FAIR VALUE MEASUREMENTS

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The 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, which approximated fair value, was approximately $200,000 at December 31, 2020 (audited). The fair value of debt was measured using the Level 2 inputs, noted above.

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Note 16 - Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

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

16. RECENT ACCOUNTING PRONOUCEMENTS

In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU apples to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. This ASU requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The Company is in the process of assessing the impact of the ASU on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC Topic 740, Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC Topic 740. This ASU was effective beginning in the first quarter of 2021 with early adoption permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period of adoption. The ASU has not had a significant impact on the Company’s consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04 as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective through December 31, 2022. Management is evaluating its impact on the Company’s consolidated financial statements and related disclosures, if elected.

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Note 3 - Earnings (Loss) Per Share - Basic and Diluted (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
Basic and diluted		19,361,852		19,291,102		19,347,153		19,275,696

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Note 4 - Property (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		22,892		23,465
Machinery and equipment		10,505		10,476
Total property		51,412		51,956
Less accumulated depreciation		34,089		33,445
Property, net	$	17,323	$	18,511

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Note 5 - Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

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

	September 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,979	$	2,978
Upcountry Maui, 646-acre parcel of agricultural land		156		156
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		-		4,306
	$	3,135	$	7,440

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Note 8 - Accrued Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	September 30,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)
Defined benefit pension plan	$	6,863		$	8,790
Non-qualified retirement plans		2,251			2,301
Total		9,114			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	8,949		$	10,926

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)
Interest cost	$	309		$	408		$	927		$	1,225
Expected return on plan assets		(418	)		(489	)		(1,254	)		(1,483	)
Amortization of net loss		225			206			675			617
Pension and other postretirement expenses	$	116		$	125		$	348		$	359

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Note 11 - Reportable Operating Segments (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Operating Segment Revenues
Real estate	$	-		$	15		$	2,700		$	173
Leasing		2,184			1,448			5,947			4,620
Resort amenities and other		253			234			799			648
Total Operating Segment Revenues	$	2,437		$	1,697		$	9,446		$	5,441
Operating Segment Income (Loss)
Real estate	$	(67	)	$	(71	)	$	2,082		$	(284	)
Leasing		1,400			777			3,452			2,342
Resort amenities and other		(51	)		82			(195	)		(245	)
Total Operating Segment Income	$	1,282		$	788		$	5,339		$	1,813

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Note 12 - Leasing Arrangements (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

Operating Lease, Lease Income [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Minimum rentals	$	753	$	677	$	2,225	$	2,086
Percentage rentals		547		-		1,080		304
Licensing fees		203		104		492		449
Other		373		349		1,248		959
Total	$	1,876	$	1,130	$	5,045	$	3,798

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Note 13 - Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2021

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Nine Months Ended
	September 30,
	(unaudited)
	2021			2020
	(in thousands)
Operating revenues	$	838		$	2,014
Operating costs and expenses		(1,012	)		(2,098	)
Impairment loss		(40	)		-
Loss from discontinued operations	$	(214	)	$	(84	)

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Supplemental Schedule of Non-Cash Investing and Financing Activities (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Stock Issued	$ 748,000	$ 865,000

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Note 3 - Earnings (Loss) Per Share - Basic and Diluted - Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Basic and diluted (in shares)	19,361,852	19,291,102	19,347,153	19,275,696

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Note 4 - Property (Details Textual) - Land [Member]	9 Months Ended
	Sep. 30, 2021 a
Area of Land (Acre)	22,800
West Maui [Member]
Area of Land (Acre)	20,700
Area of Elevation from Sea	5,700
West Maui [Member] | Kapalua Resort [Member]
Area of Land (Acre)	3,000
Area of Land Designated (Acre)	900
Upcountry Maui [Member]
Area of Land (Acre)	2,100

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Note 4 - Property - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, plant and equipment, gross	$ 51,412	$ 51,956
Less accumulated depreciation	34,089	33,445
Property, net	17,323	18,511
Land [Member]
Property, plant and equipment, gross	5,072	5,072
Land Improvements [Member]
Property, plant and equipment, gross	12,943	12,943
Building [Member]
Property, plant and equipment, gross	22,892	23,465
Machinery and Equipment [Member]
Property, plant and equipment, gross	$ 10,505	$ 10,476

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Note 5 - Assets Held for Sale (Details Textual) - USD ($) $ in Thousands		9 Months Ended
	May 01, 2021	Sep. 30, 2021	Sep. 30, 2020	Feb. 29, 2020
Proceeds from Sale of Productive Assets, Total		$ 4,203	$ 0
PUC-regulated Assets of Kapalua Water Company, Ltd and Kapalua Waste Treatment Company, Ltd [Member]
Proceeds from Sale of Productive Assets, Total	$ 4,200
Kapalua Central Resort Project [Member]
Receivables, Long-term Contracts or Programs, Total				$ 43,900

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Note 5 - Assets Held for Sale - Assets Held for Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets held for sale	$ 3,135	$ 7,440
Kapalua Central Resort Project [Member] | Kapalua Resort [Member]
Assets held for sale	2,979	2,978
630-Acre Parcel Of Agricultural Land [Member] | Upcountry Maui [Member]
Assets held for sale	156	156
Kapalua Water Company and Kapalua Waste Treatment Company [Member] | Kapalua Resort [Member]
Assets held for sale	$ 0	$ 4,306

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Note 6 - Long-term Debt (Details Textual) - First Hawaiian Bank Revolving Line of Credit [Member] - Revolving Credit Facility [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($) a ft² Rate	Dec. 31, 2020
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000
Debt Instrument, Interest Rate, Effective Percentage	3.59%	3.65%
Line of Credit Facility, Commitment Fee Amount	$ 0
Debt Instrument, Covenant, Required Minimum Liquidity	2,000
Debt Instrument, Covenant, Maximum Total Liabilities	$ 45,000
Kapalua Mauka [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Acre) | a	800
Kapalua Resort [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Acre) | ft²	30,000
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate (Rate) | Rate	3.50%

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Note 7 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expense	$ 365,000	$ 402,000	$ 1,084,000	$ 1,229,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)			3 years
Share-based Payment Arrangement, Expense			$ 526,000	$ 512,000

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Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Defined benefit pension plan	$ 9,114	$ 11,091
Less current portion	(165)	(165)
Non-current portion of accrued retirement benefits	8,949	10,926
Pension Plan [Member] | Qualified Plan [Member]
Defined benefit pension plan	6,863	8,790
Supplemental Employee Retirement Plan [Member] | Nonqualified Plan [Member]
Defined benefit pension plan	$ 2,251	$ 2,301

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Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Interest cost	$ 309	$ 408	$ 927	$ 1,225
Expected return on plan assets	(418)	(489)	(1,254)	(1,483)
Amortization of net loss	225	206	675	617
Pension and other postretirement expenses	$ 116	$ 125	$ 348	$ 359

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Note 9 - Contract Assets and Liabilities 1 (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Contract with Customer, Receivable, after Allowance for Credit Loss, Total	$ 495,000		$ 806,000		$ 673,000
License [Member]
Contract with Customer, Liability, Noncurrent	1,667,000		$ 1,767,000	$ 2,000,000.0
Contract with Customer, Liability, Revenue Recognized	$ 100,000	$ 67,000

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Note 9 - Contract Assets and Liabilities 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01	Sep. 30, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year
License [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	15 years

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Note 11 - Reportable Operating Segments - Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating income (loss)	$ 5	$ (454)	$ 1,449	$ (2,210)
Operating Segments [Member]
Operating revenues	2,437	1,697	9,446	5,441
Operating income (loss)	1,282	788	5,339	1,813
Operating Segments [Member] | Real Estate Segment [Member]
Operating revenues	0	15	2,700	173
Operating income (loss)	(67)	(71)	2,082	(284)
Operating Segments [Member] | Leasing Segment [Member]
Operating revenues	2,184	1,448	5,947	4,620
Operating income (loss)	1,400	777	3,452	2,342
Operating Segments [Member] | Resort Amenities Segment [Member]
Operating revenues	253	234	799	648
Operating income (loss)	$ (51)	$ 82	$ (195)	$ (245)

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Note 12 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Minimum rentals	$ 753	$ 677	$ 2,225	$ 2,086
Percentage rentals	547	0	1,080	304
Licensing fees	203	104	492	449
Other	373	349	1,248	959
Total	$ 1,876	$ 1,130	$ 5,045	$ 3,798

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Note 13 - Discontinued Operations (Details Textual) - USD ($) $ in Thousands		9 Months Ended
	May 01, 2021	Sep. 30, 2021	Sep. 30, 2020
Proceeds from Sale of Productive Assets, Total		$ 4,203	$ 0
PUC-regulated Assets of Kapalua Water Company, Ltd and Kapalua Waste Treatment Company, Ltd [Member]
Proceeds from Sale of Productive Assets, Total	$ 4,200

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Note 13 - Discontinued Operations - Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating revenues			$ 838	$ 2,014
Operating costs and expenses			(1,012)	(2,098)
Impairment loss			(40)	0
Loss from discontinued operations	$ 0	$ (25)	$ (214)	$ (84)

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Note 14 - Commitments and Contingencies (Details Textual)	Dec. 31, 2018 USD ($)
Notice and Finding of Violation and Order [Member]
Loss Contingency, Damages Sought, Value	$ 230,000

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Note 15 - Fair Value Measurements (Details Textual)	Dec. 31, 2020 USD ($)
Fair Value, Inputs, Level 2 [Member]
Long-term Debt, Total	$ 200,000