Note 15 - Subsequent Events

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

15. SUBSEQUENT EVENTS

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

On August 14, 2024 (the “Effective Date”), the Company entered into a Purchase Sales Agreement (the “Purchase Agreement”) for the sale and purchase of land with Shawn Sims and/or his permitted assignees (the “Purchaser”), pursuant to which MLP agreed to sell to Purchaser and Purchaser agreed to purchase from MLP an 11.883-acre parcel of land, including the associated easements and infrastructure improvements, located in Piiholo, Maui, Hawaii (the “Property”). The purchase price for the Property was $7,000,000 (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, within three business days from the Effective Date, Purchaser made an initial cash deposit in the amount of $300,000 (the “Initial Deposit”) to escrow. The Purchaser was permitted a 30-day inspection period (the “Inspection Period”), which the Purchaser had the option to extend by an additional 30-days upon written notice to the Company. Purchaser, in his sole discretion, had the right to cancel the Purchase Agreement at any time up until 5:00 pm Hawaii Standard Time on the last day of the Inspection Period. On September 25, 2024, the Company was notified in writing that the Purchaser elected to cancel the Purchase Agreement. Accordingly, the Company refunded the Initial Deposit, currently being held in escrow, to the Purchaser. The 11.883-acre Piiholo parcel will be marketed for sale as this aligns with the Company’s operational plan to sell non-strategic land parcels.

On October 22, 2024 the Company entered into a Memorandum of Agreement (the “Honokeana Agreement”) with the State of Hawai‘i Department of Transportation (“State”) to lease land and administer and manage the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023. In furtherance of the Company’s stated mission to productively use its assets to meet the community’s critical needs, MLP agreed to lease approximately 50 acres of vacant land to the State in an area known as Honokeana, near Napili in Lahaina, Maui. The land will be leased to the State at no cost for five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger, 1,377-acre parcel owned by the Company. The Honokeana Agreement provides the State will fund all costs to complete the project, including approximately $35,500,000 to complete the necessary horizontal improvements. The Company has agreed to administer and manage the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements, at cost of which have yet to be estimated. The Company will provide its administration services to the State at its cost and will not directly profit from these services. After the end of the lease, the State will remove any vertical improvements unless MLP requests that specific improvements remain.