MAUI LAND & PINEAPPLE CO INC (Form: 10-Q, Received: 08/11/2022 08:02:08)

0000063330 false --12-31 2022 Q2 1 3 0 19,351,489 0 0 00000633302022-01-012022-06-30 00000633302022-08-01 xbrli:shares iso4217:USD 0000063330mlp:NoticeAndFindingOfViolationAndOrderMember2021-12-31 0000063330mlp:NoticeAndFindingOfViolationAndOrderMember2022-06-30 0000063330mlp:NoticeAndFindingOfViolationAndOrderMember2018-12-312018-12-31 0000063330us-gaap:DiscontinuedOperationsDisposedOfBySaleMembermlp:PucregulatedAssetsOfKapaluaWaterCompanyLtdAndKapaluaWasteTreatmentCompanyLtdMember2022-01-012022-06-30 0000063330mlp:PucregulatedAssetsOfKapaluaWaterCompanyLtdAndKapaluaWasteTreatmentCompanyLtdMember2021-05-012021-05-31 0000063330mlp:OperatingLeaseIncomeIncludingWaterSystemSalesMember2021-01-012021-06-30 0000063330mlp:OperatingLeaseIncomeIncludingWaterSystemSalesMember2022-01-012022-06-30 0000063330mlp:OperatingLeaseIncomeIncludingWaterSystemSalesMember2021-04-012021-06-30 0000063330mlp:OperatingLeaseIncomeIncludingWaterSystemSalesMember2022-04-012022-06-30 00000633302021-01-012021-06-30 00000633302021-04-012021-06-30 00000633302022-04-012022-06-30 0000063330us-gaap:OperatingSegmentsMember2021-01-012021-06-30 0000063330us-gaap:OperatingSegmentsMember2022-01-012022-06-30 0000063330us-gaap:OperatingSegmentsMember2021-04-012021-06-30 0000063330us-gaap:OperatingSegmentsMember2022-04-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:ResortAmenitiesSegmentMember2021-01-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:ResortAmenitiesSegmentMember2022-01-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:ResortAmenitiesSegmentMember2021-04-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:ResortAmenitiesSegmentMember2022-04-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:LeasingSegmentMember2021-01-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:LeasingSegmentMember2022-01-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:LeasingSegmentMember2021-04-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:LeasingSegmentMember2022-04-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:RealEstateSegmentMember2021-01-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:RealEstateSegmentMember2022-01-012022-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:RealEstateSegmentMember2021-04-012021-06-30 0000063330us-gaap:OperatingSegmentsMembermlp:RealEstateSegmentMember2022-04-012022-06-30 0000063330mlp:DepositsHeldInEscrowForPropertiesHeldForSaleMember2022-06-30 0000063330us-gaap:LicenseMember2021-01-012021-06-30 0000063330us-gaap:LicenseMember2022-01-012022-06-30 utr:Y 0000063330us-gaap:LicenseMember2022-07-012022-06-30 0000063330us-gaap:LicenseMember2021-03-31 0000063330mlp:ClubMembershipMember2022-07-012022-06-30 00000633302021-12-31 00000633302022-06-30 0000063330us-gaap:NonqualifiedPlanMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2021-12-31 0000063330us-gaap:NonqualifiedPlanMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2022-06-30 0000063330us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-31 0000063330us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2022-06-30 0000063330us-gaap:RestrictedStockMember2021-01-012021-06-30 0000063330us-gaap:RestrictedStockMember2022-01-012022-06-30 0000063330us-gaap:RevolvingCreditFacilityMembermlp:FirstHawaiianBankRevolvingLineOfCreditMember2022-06-30 0000063330us-gaap:RevolvingCreditFacilityMembermlp:FirstHawaiianBankRevolvingLineOfCreditMember2022-01-012022-06-30 utr:sqft 0000063330us-gaap:RevolvingCreditFacilityMembermlp:FirstHawaiianBankRevolvingLineOfCreditMembermlp:KapaluaResortMember2022-06-30 xbrli:pure 0000063330us-gaap:RevolvingCreditFacilityMembermlp:FirstHawaiianBankRevolvingLineOfCreditMemberus-gaap:BaseRateMember2022-01-012022-06-30 0000063330mlp:AcreParcelOfAgriculturalLandMembermlp:UpcountryMauiMember2022-05-202022-05-20 0000063330mlp:AcreParcelOfAgriculturalLandMembermlp:UpcountryMauiMember2022-02-01 utr:acre 0000063330mlp:KapaluaCentralResortProjectMember2022-05-13 0000063330mlp:KapaluaCentralResortProjectMembermlp:RestrictedToCostAssociatedWithExtendingSmaPermitMember2022-05-13 0000063330mlp:KapaluaCentralResortProjectMember2021-12-31 0000063330mlp:AcreParcelOfAgriculturalLandMembermlp:UpcountryMauiMember2021-12-31 0000063330mlp:AcreParcelOfAgriculturalLandMembermlp:UpcountryMauiMember2022-06-30 0000063330mlp:KapaluaCentralResortProjectMembermlp:KapaluaResortMember2021-12-31 0000063330mlp:KapaluaCentralResortProjectMembermlp:KapaluaResortMember2022-06-30 0000063330us-gaap:LandMembermlp:UpcountryMauiMember2022-06-30 0000063330us-gaap:LandMembermlp:KapaluaResortMembermlp:WestMauiMember2022-06-30 0000063330us-gaap:LandMembermlp:KapaluaResortMembermlp:WestMauiMember2022-01-012022-06-30 0000063330us-gaap:LandMembermlp:WestMauiMember2022-01-012022-06-30 0000063330us-gaap:LandMembermlp:WestMauiMember2022-06-30 0000063330us-gaap:LandMember2022-06-30 0000063330us-gaap:MachineryAndEquipmentMember2021-12-31 0000063330us-gaap:MachineryAndEquipmentMember2022-06-30 0000063330us-gaap:BuildingMember2021-12-31 0000063330us-gaap:BuildingMember2022-06-30 0000063330us-gaap:LandImprovementsMember2021-12-31 0000063330us-gaap:LandImprovementsMember2022-06-30 0000063330us-gaap:LandMember2021-12-31 0000063330mlp:DepositsHeldInEscrowForPropertiesHeldForSaleMember2022-06-30 iso4217:USDxbrli:shares 00000633302022-06-29 00000633302021-06-30 00000633302020-12-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-30 0000063330us-gaap:RetainedEarningsMember2021-06-30 0000063330us-gaap:AdditionalPaidInCapitalMember2021-06-30 0000063330us-gaap:CommonStockMember2021-06-30 0000063330us-gaap:RetainedEarningsMember2021-04-012021-06-30 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-30 0000063330us-gaap:CommonStockMember2021-04-012021-06-30 0000063330us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-30 00000633302021-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-31 0000063330us-gaap:RetainedEarningsMember2021-03-31 0000063330us-gaap:AdditionalPaidInCapitalMember2021-03-31 0000063330us-gaap:CommonStockMember2021-03-31 00000633302021-01-012021-03-31 0000063330us-gaap:RetainedEarningsMember2021-01-012021-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-31 0000063330us-gaap:CommonStockMember2021-01-012021-03-31 0000063330us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-31 0000063330us-gaap:RetainedEarningsMember2020-12-31 0000063330us-gaap:AdditionalPaidInCapitalMember2020-12-31 0000063330us-gaap:CommonStockMember2020-12-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-30 0000063330us-gaap:RetainedEarningsMember2022-06-30 0000063330us-gaap:AdditionalPaidInCapitalMember2022-06-30 0000063330us-gaap:CommonStockMember2022-06-30 0000063330us-gaap:RetainedEarningsMember2022-04-012022-06-30 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-30 0000063330us-gaap:CommonStockMember2022-04-012022-06-30 0000063330us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-30 00000633302022-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-31 0000063330us-gaap:RetainedEarningsMember2022-03-31 0000063330us-gaap:AdditionalPaidInCapitalMember2022-03-31 0000063330us-gaap:CommonStockMember2022-03-31 00000633302022-01-012022-03-31 0000063330us-gaap:RetainedEarningsMember2022-01-012022-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-31 0000063330us-gaap:CommonStockMember2022-01-012022-03-31 0000063330us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0000063330us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-31 0000063330us-gaap:RetainedEarningsMember2021-12-31 0000063330us-gaap:AdditionalPaidInCapitalMember2021-12-31 0000063330us-gaap:CommonStockMember2021-12-31 0000063330mlp:ResortAmenitiesAndOtherMember2021-01-012021-06-30 0000063330mlp:ResortAmenitiesAndOtherMember2022-01-012022-06-30 0000063330us-gaap:RealEstateMember2021-01-012021-06-30 0000063330us-gaap:RealEstateMember2022-01-012022-06-30 0000063330mlp:ResortAmenitiesAndOtherMember2021-04-012021-06-30 0000063330mlp:ResortAmenitiesAndOtherMember2022-04-012022-06-30 0000063330us-gaap:RealEstateMember2021-04-012021-06-30 0000063330us-gaap:RealEstateMember2022-04-012022-06-30 0000063330mlp:MemberDepositsMember2021-12-31 0000063330mlp:MemberDepositsMember2022-06-30 0000063330us-gaap:LicenseMember2021-12-31 0000063330us-gaap:LicenseMember2022-06-30

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended June 30, 2022

☐

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)

delaware	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 August 1, 2022
Common Stock, no par value		19,514,931 shares

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION	5

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)	5

Condensed Consolidated Balance Sheets, June 30, 2022 and December 31, 2021 (audited)	5

Condensed Consolidated Statements of Income and Comprehensive Income, Three Months Ended June 30, 2022 and 2021	6

Condensed Consolidated Statements of Income and Comprehensive Income, Six Months Ended June 30, 2022 and 2021	7

Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Six Months Ended June 30, 2022 and 2021	8

Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2022 and 2021	9

Notes to Condensed Consolidated Interim Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3. Quantitative and Qualitative Disclosures About Market Risk	20

Item 4. Controls and Procedures	20

PART II. OTHER INFORMATION	20

Item 1. Legal Proceeding	20

Item 1A. Risk Factors	20

Item 6. Exhibits	21

Signature	22

EXHIBIT INDEX	23

Exhibit 10.1
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101 Exhibit 104

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 reform;

•

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

•

failure to maintain security of internal and customer electronic information.

Table of Contents

Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 (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.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(unaudited)			(audited)
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash	$	16,949		$	5,596
Restricted cash		273			-
Accounts receivable, net		1,093			1,103
Prepaid expenses and other assets		394			333
Assets held for sale		3,017			3,144
Total current assets		21,726			10,176

Property & equipment, net		16,437			16,998

OTHER ASSETS
Deferred development costs		9,566			9,564
Other noncurrent assets		1,184			1,181
Total other assets		10,750			10,745
TOTAL ASSETS	$	48,913		$	37,919

LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	845		$	580
Payroll and employee benefits		671			949
Accrued retirement benefits, current portion		142			142
Deferred revenue, current portion		704			217
Other current liabilities		493			509
Total current liabilities		2,855			2,397

LONG-TERM LIABILITIES
Accrued retirement benefits, net of current portion		7,789			7,937
Deferred revenue, net of current portion		1,567			1,633
Deposits		2,193			2,309
Other noncurrent liabilities		53			53
Total long-term liabilities		11,602			11,932
TOTAL LIABILITIES		14,457			14,329

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,443,623 and 19,383,288 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		83,025			82,378
Additional paid-in-capital		9,184			9,184
Accumulated deficit		(42,417	)		(52,324	)
Accumulated other comprehensive loss		(15,336	)		(15,648	)
Total stockholders' equity		34,456			23,590
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	48,913		$	37,919

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,
	2022			2021
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	11,600		$	2,700
Leasing		2,198			1,962
Resort amenities and other		189			288
Total operating revenues		13,987			4,950

OPERATING COSTS AND EXPENSES
Real estate		707			454
Leasing		997			876
Resort amenities and other		330			278
General and administrative		759			574
Share-based compensation		276			370
Depreciation		277			302
Total operating costs and expenses		3,346			2,854

OPERATING INCOME		10,641			2,096

Pension and other post-retirement expenses		(114	)		(116	)
Interest expense		(2	)		(32	)
INCOME FROM CONTINUING OPERATIONS		10,525			1,948
Loss from discontinued operations, net		-			(69	)
NET INCOME	$	10,525		$	1,879
Other compreshensive income - pension, net		156			221
TOTAL COMPREHENSIVE INCOME	$	10,681		$	2,100

EARNINGS PER COMMON SHARE-BASIC AND DILUTED
Income from Continuing Operations	$	0.54		$	0.10
Loss from Discontinued Operations	$	-		$	-
Net Income	$	0.54		$	0.10

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

	Six Months Ended June 30,
	2022			2021
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate	$	11,600		$	2,700
Leasing		4,228			3,763
Resort amenities and other		406			546
Total operating revenues		16,234			7,009

OPERATING COSTS AND EXPENSES
Real estate		796			552
Leasing		1,739			1,716
Resort amenities and other		840			691
General and administrative		1,516			1,291
Share-based compensation		654			719
Depreciation		550			602
Total operating costs and expenses		6,095			5,571

OPERATING INCOME		10,139			1,438

Other income		-			13
Pension and other post-retirement expenses		(229	)		(232	)
Interest expense		(3	)		(65	)
INCOME FROM CONTINUING OPERATIONS		9,907			1,154
Loss from discontinued operations, net		-			(209	)
NET INCOME	$	9,907		$	945
Other compreshensive income - pension, net		312			442

TOTAL COMPREHENSIVE INCOME	$	10,219		$	1,387

EARNINGS PER COMMON SHARE-BASIC AND DILUTED
Income from Continuing Operations	$	0.51		$	0.06
Loss from Discontinued Operations	$	-		$	(0.01	)
Net Income	$	0.51		$	0.05

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2022 and 2021

(UNAUDITED)

(in thousands)

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

Balance, January 1, 2022		19,383		$	82,378		$	9,184		$	(52,324	)	$	(15,648	)	$	23,590
Share-based compensation		49			494			273									767
Vested restricted stock issued		24			273			(273	)								-
Shares cancelled to pay tax liability		(26	)		(269	)											(269	)
Other comprehensive income - pension														156			156
Net loss											(618	)					(618	)
Balance, March 31, 2022		19,430		$	82,876		$	9,184		$	(52,942	)	$	(15,492	)	$	23,626

Share-based compensation								170									170
Vested restricted stock issued		16			170			(170	)								-
Shares cancelled to pay tax liability		(2	)		(21	)											(21	)
Other comprehensive income - pension														156			156
Net income											10,525						10,525
Balance, June 30, 2022		19,444		$	83,025		$	9,184		$	(42,417	)	$	(15,336	)	$	34,456


Balance, January 1, 2021		19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067
Share-based compensation		60			748			163									911
Vested restricted stock issued		14			163			(163	)								-
Shares cancelled to pay tax liability		(34	)		(424	)											(424	)
Other comprehensive income - pension														221			221
Net loss											(934	)					(934	)
Balance, March 31, 2021		19,352			81,972			9,184			(49,838	)		(21,477	)		19,841

Share-based compensation								184									184
Vested restricted stock issued		15			184			(184	)								-
Shares cancelled to pay tax liability		(5	)		(52	)											(52	)
Other comprehensive income - pension														221			221
Net income											1,879						1,879
Balance, June 30, 2021		19,362		$	82,104		$	9,184		$	(47,959	)	$	(21,256	)	$	22,073

See Notes to Condensed Consolidated Interim Financial Statements.

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2022			2021
	(in thousands)

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	11,948		$	1,691

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs		(31	)		(94	)
Proceeds from sale of long-term assets		-			4,203
Proceeds from investment		-			13
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(31	)		4,122

CASH FLOWS FROM FINANCING ACTIVITIES
Debt and common stock issuance costs and other		(291	)		(477	)
Proceeds from long-term debt		-			600
Payments on long-term debt		-			(800	)
NET CASH USED IN FINANCING ACTIVITIES		(291	)		(677	)

NET INCREASE IN CASH		11,626			5,136
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD		5,596			869
CASH AND RESTRICTED CASH AT END OF PERIOD	$	17,222		$	6,005

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$	-		$	8

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

●

Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $0.6 million during each of the six months ended June 30, 2022 and 2021.

See Notes to Condensed Consolidated Interim Financial Statements.

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the Three Months Ended and Six Months Ended June 30, 2022 and 2021

(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, collectively, the “Company”) in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2022 and 2021. 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 year ended December 31, 2021.

On June 29, 2022, the Company’s shareholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation include 48,000,000 million shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. No change in ownership resulted from the reincorporation as each outstanding share of common stock was automatically converted into one share of the newly established Company. The name of the Company after reincorporation remains Maui Land & Pineapple Company, Inc. and shares of common stock continue to be listed on the New York Stock Exchange under the ticker symbol “MLP.”

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.	RESTRICTED CASH

Restricted cash of $0.3 million at June 30, 2022 consisted of deposits held in escrow from the prospective buyer of a property held for sale.

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

Basic and diluted weighted-average shares outstanding for the three months ended June 30, 2022 and 2021 were 19,430,409 and 19,351,489, respectively. Basic and diluted weighted-average shares outstanding for the six months ended June 30, 2022 and 2021 were 19,414,336 and 19,339,680, respectively.

Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income 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.

Table of Contents

5.	PROPERTY & EQUIPMENT

Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,		December 31,
	2022		2021
	(unaudited)		(audited)
	(in thousands)
Land	$	5,052	$	5,063
Land improvements		12,943		12,943
Buildings		22,869		22,869
Machinery and equipment		10,360		10,360
Total property and equipment		51,224		51,235
Less accumulated depreciation		34,787		34,237
Property and equipment, net	$	16,437	$	16,998

Land

Most of the Company’s 22,100 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 1,400 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.

6.	ASSETS HELD FOR SALE

Assets held for sale at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,		December 31,
	2022		2021
	(unaudited)		(audited)
	(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	3,017	$	2,988
Upcountry Maui, 646-acre parcel of agricultural land		-		156
	$	3,017	$	3,144

In December 2021, the Company entered into an agreement to sell the Kapalua Central Resort project for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a (5) five-year extension of a Special Management Area (SMA) permit issued by the County of Maui by April 10, 2023. If the extension is not approved by April 10, 2023, the purchase agreement will terminate. The amendment also allows the buyer to spend $290,000 of the initial $300,000 escrowed deposit on costs related to the extension of the SMA permit. If the extension is approved, the closing date is expected to be no later than (30) thirty days after the date of the extension approval.

Table of Contents

In February 2022, the Company entered into an agreement to sell the 646-acre parcel of agricultural land in Upcountry Maui. Terms of the agreement, as amended, included a purchase price of $9.6 million, a diligence period ending on May 16, 2022, and other customary closing conditions. On May 20, 2022, net proceeds of $9.2 million were collected upon closing.

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

7.	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”) maturing on December 31, 2025. The Credit Facility provides options for revolving or term loan borrowing. Interest on revolving loan borrowing is based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. The Company has pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

The outstanding balance of the Credit Facility was zero at June 30, 2022. The Company was in compliance with the covenants under the Credit Facility at June 30, 2022.

8.	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 $0.7 million for each of the six months ended June 30, 2022 and 2021. Included in these amounts were $0.4 million and $0.3 million of restricted common stock vested during the six months ended June 30, 2022 and 2021, respectively.

Table of Contents

9.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,		December 31,
	2022		2021
	(unaudited)		(audited)
	(in thousands)

Defined benefit pension plan	$	5,820	$	5,932
Non-qualified retirement plans		2,111		2,147
Total		7,931		8,079
Less current portion		142		142
Non-current portion of accrued retirement benefits	$	7,789	$	7,937

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 an unfunded non-qualified retirement plan covering nine of its former executives. The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits discontinued.

The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2022 and 2021 were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2022			2021			2022			2021
	(in thousands)
Interest cost	$	264		$	309		$	529		$	618
Expected return on plan assets		(306	)		(418	)		(612	)		(836	)
Amortization of net loss		156			221			312			442
Pension and other postretirement expenses	$	114		$	112		$	229		$	224

10.

CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.3 million at June 30, 2022 and December 31, 2021.

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 $67,000 for the six months ended June 30, 2022 and 2022.

Escrowed deposits

The Company had $0.3 million of deposits held in escrow from the prospective buyers of properties held for sale at June 30, 2022

Table of Contents

11.

INCOME TAXES

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2022 and December 31, 2021, respectively.

12.

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.

•

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 six months ended June 30, 2022 and 2021 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	(unaudited)					(unaudited)
	2022			2021		2022			2021
	(in thousands)					(in thousands)
Operating Segment Revenues
Real estate	$	11,600		$	2,700	$	11,600		$	2,700
Leasing		2,198			1,962		4,228			3,763
Resort amenities and other		189			288		406			546
Total Operating Segment Revenues	$	13,987		$	4,950	$	16,234		$	7,009
Operating Segment Income (Loss)
Real estate	$	10,893		$	2,246	$	10,804		$	2,148
Leasing		1,201			1,086		2,489			2,047
Resort amenities and other		(141	)		10		(434	)		(145	)
Total Operating Segment Income	$	11,953		$	3,342	$	12,859		$	4,050

Table of Contents

13.

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 subject to ASC Topic 842 for the three and six months ended June 30, 2022 and 2021 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(unaudited)				(unaudited)
	2022		2021		2022		2021
	(in thousands)				(in thousands)

Minimum rentals	$	818	$	742	$	1,641	$	1,482
Percentage rentals		578		417		971		534
Licensing fees		275		165		498		290
Other		264		315		603		863
Total	$	1,935	$	1,639	$	3,713	$	3,169

14.

DISCONTINUED OPERATIONS

In December 2019, the Company entered into an Asset Purchase Agreement to sell the Public Utilities Commission regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. The Company received net proceeds of approximately $4.2 million upon closing of the sale in May 2021. A loss of approximately $0.2 million was reported in discontinued operations for the six months ended June 30, 2021.

15.

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. Continued testing of wastewater effluent consistently returns results within the allowable ranges. No hearing date has been set as discussions with the DOH are still ongoing to address any other matters regarding the Order. At June 30, 2022 and December 31, 2021, approximately $23,000 was accrued related to the administrative penalty. The Company is presently unable to estimate the remaining amount, or range of amounts, of any probable liability, if any, related to the Order and no additional provision has been made in the accompanying unaudited condensed consolidated 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.

16.

FAIR VALUE MEASUREMENTS

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The 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.

Table of Contents

17.

RECENT ACCOUNTING PRONOUNCEMENTS

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 November 2021, the FASB issued ASU 2021-10 as an update of ASC Topic 832 to increase the transparency of government assistance received by a business entity, including disclosure of the types of transactions, the accounting for those transactions, and the effect of those transactions on its financial statements. The ASU is effective for annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of the ASU on its consolidated financial statements and related disclosures.

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

The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ending December 31, 2021 and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q. 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. was a Hawaii corporation at June 30, 2022 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.

On June 29, 2022, the Company’s shareholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The principal reasons to reincorporate were: 1) the predictability, flexibility, and responsiveness of Delaware law, 2) access to specialized courts, and 3) the enhanced ability to attract and retain qualified candidates for Board of Directors and management. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation include 48,000,000 million shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. No change in ownership resulted as each outstanding share of common stock was automatically converted into one share of the reincorporated Company. The name of the Company after reincorporation remains Maui Land & Pineapple Company, Inc. and shares of common stock continue to be listed on the New York Stock Exchange under the ticker symbol “MLP.”

We own approximately 22,000 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.

• 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.

Table of Contents

• 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.

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

Results of Operations

Three and Six Months Ended June 30, 2022 compared to Three and Six Months Ended June 30, 2021

CONSOLIDATED

	Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)
	2022			2021			2022			2021
	(in thousands)						(in thousands)

Operating revenues	$	13,987		$	4,950		$	16,234		$	7,009
Segment operating costs and expenses		(2,034	)		(1,608	)		(3,375	)		(2,959	)
General and administrative		(759	)		(574	)		(1,516	)		(1,291	)
Share-based compensation		(276	)		(370	)		(654	)		(719	)
Depreciation		(277	)		(302	)		(550	)		(602	)
Operating income		10,641			2,096			10,139			1,438
Other income		-			-			-			13
Pension and other postretirement expenses		(114	)		(116	)		(229	)		(232	)
Interest expense		(2	)		(32	)		(3	)		(65	)
Income from Continuing Operations		10,525			1,948			9,907			1,154
Loss from Discontinued Operations		-			(69	)		-			(209	)
Net income	$	10,525		$	1,879		$	9,907		$	945

Income from Continuing Operations per Common Share	$	0.54		$	0.10		$	0.51		$	0.06
Loss from Discontinued Operations per Common Share	$	-		$	-		$	-		$	(0.01	)
Net income per Common Share	$	0.54		$	0.10		$	0.51		$	0.05

REAL ESTATE

	Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)
	2022			2021			2022			2021
	(in thousands)						(in thousands)

Operating revenues	$	11,600		$	2,700		$	11,600		$	2,700
Operating costs and expenses		(707	)		(454	)		(796	)		(552	)
Operating income	$	10,893		$	2,246		$	10,804		$	2,148

In June 2022, we sold for $2.0 million approximately 50 acres in West Maui to the County of Maui for development of a regional park.

In February 2022, we entered into an agreement to sell the 646-acre parcel of agricultural land in Upcountry Maui. Terms of the agreement, as amended, included a purchase price of $9.6 million, a diligence period ending on May 16, 2022, and other customary closing conditions. On May 20, 2022, net proceeds of $9.2 million were collected upon closing.

Table of Contents

In June 2021, we entered into an agreement with a local buyer to sell and grant to a conservation organization a perpetual, non-exclusive conservation easement. The conservation easement included approximately 791 acres of unimproved land in Honolua Valley, Maui, Hawaii. We collected proceeds of approximately $0.9 million upon closing.

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.

There were no significant real estate development expenditures during the six months ended June 30, 2022 and 2021, respectively.

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						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2022			2021			2022			2021
	(in thousands)						(in thousands)

Operating revenues	$	2,198		$	1,962		$	4,228		$	3,763
Operating costs and expenses		(997	)		(876	)		(1,739	)		(1,716	)
Operating income	$	1,201		$	1,086		$	2,489		$	2,047

The island of Maui experienced an increase in visitor traffic during the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021. As a result of increased tourism, income recognized from our commercial leasing portfolio was higher. Certain of our leasing income is contingent upon the sales of the tenant exceeding a defined threshold and is recognized as a percentage of sales after those thresholds are achieved. For the three and six months ended June 30, 2022, percentage rental income was $0.6 million and $1.0 million, respectively.

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

RESORT AMENITIES AND OTHER

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	(unaudited)						(unaudited)
	2022			2021			2022			2021
	(in thousands)						(in thousands)

Operating revenues	$	189		$	288		$	406		$	546
Operating costs and expenses		(330	)		(278	)		(840	)		(691	)
Operating income (loss)	$	(141	)	$	10		$	(434	)	$	(145	)

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.

The decrease in operating revenues for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, was due to lower membership levels of the Kapalua Club.

Table of Contents

The increase in operating costs for the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021, was primarily due to higher golf course fees charged to the Company.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash on hand of approximately $16.9 million and $5.6 million (audited) at June 30, 2022 and December 31, 2021, respectively.

At June 30, 2022, $15.0 million was available under our revolving line of credit facility with First Hawaiian Bank (“Credit Facility”). The Credit Facility which matures on December 31, 2025 provides for revolving or term loan borrowing options. Interest on revolving loan borrowings is calculated using the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

We were in compliance with the covenants under the Credit Facility at June 30, 2022. If economic conditions are negatively impacted in future periods, we may borrow under our Credit Facility.

Cash Flows

Net cash flow provided by our operating activities was approximately $11.9 million for the six months ending June 30, 2022.

In June 2022, we sold approximately 50 acres in West Maui to the County of Maui for $2.0 million.

In May 2022, we collected net proceeds of $9.2 million upon closing of the 646-acre parcel in Upcountry Maui.

The outstanding balance of our Credit Facility remained zero at June 30, 2022. No interest payments on our Credit Facility were due for the six months ended June 30, 2022.

No minimum funding contributions are required to be made to our defined benefit pension plan in 2022.

Future Cash Inflows and Outflows

Our business initiatives include investing in our operating infrastructure, continued planning and entitlement efforts on our development projects. This may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe that our cash on-hand and cash received from operations, together with borrowing capacity under our Credit Facility, will provide sufficient financial flexibility to meet working capital requirements and to fund capital expenditures through the next twelve months and the foreseeable future.

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

Critical Accounting Policies and Estimates

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

Table of Contents

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 at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the six months ended June 30, 2022.

PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

For information related to Item 1. Legal Proceedings, refer to Note 15, 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, 2021 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the six months ended June 30, 2022, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2021.

Table of Contents

Item 6. EXHIBITS

10.1*	Fifth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated July 15, 2022

10.2*	Amendment No. 3 to Purchase and Sale Agreement and Escrow Instructions, by and between Maui Land & Pineapple Company, Inc. and Fakhry LLC, dated May 13, 2022

31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1**	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*	Inline XBRL Instance Document

101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Document

101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*	Inline XBRL Taxonomy Extension Presentation Link Document

104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*	Filed herewith

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

Table of Contents

SIGNATURE

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

		MAUI LAND & PINEAPPLE COMPANY, INC.

August 11, 2022		/s/ WADE K. KODAMA
Date		Wade K. Kodama
		Chief Financial Officer
		(Principal Financial Officer)

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description

10.1*		Fifth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated July 15, 2022

10.2*		Amendment No. 3 to Purchase and Sale Agreement and Escrow Instructions, by and between Maui Land & Pineapple Company, Inc. and Fakhry LLC, dated May 13, 2022

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Link Document

104*		Cover Page 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.

Exhibit 10.1

FIFTH LOAN MODIFICATION AGREEMENT

Recitals:

(1) MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, is called the “Borrower”.

(2) FIRST HAWAIIAN BANK, a Hawaii corporation, is called the “Lender”.

(3) Lender made a revolving credit facility (the “Credit Facility”) in favor of the Borrower up to the Revolving Loan Commitment, pursuant to the terms of a Credit Agreement dated August 4, 2016, by and between the Borrower and the Lender, as amended and restated by that certain Amended and Restated Credit Agreement dated December 30, 2016, and that certain Second Amended and Restated Credit Agreement dated December 23, 2021 (as amended and restated, the “Second Amended and Restated Credit Agreement”). Capitalized terms that are not otherwise defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement.

(4) The Credit Facility is evidenced by that certain Amended and Restated Note dated December 23, 2021, executed by the Borrower, as Maker, and payable to the order of the Lender, as Payee, in the principal amount of $15,000,000 (the “Amended and Restated Note”).

(5) The Credit Facility is secured, in part, by the following (collectively, with the Amended and Restated Note and the Second Amended and Restated Credit Agreement, the “Loan Documents”):

(a) that certain Mortgage, Security Agreement and Fixture Filing dated August 4, 2016, made by the Borrower, as Mortgagor, in favor of the Lender, as Mortgagee, recorded in the Bureau of Conveyances of the State of Hawaii (the “Bureau”) as Document No. A-60610335, as amended by that certain Amendment and Partial Release of Mortgage, Security Agreement and Fixture Filing and Partial Reassignment of Lessor’s Interest in Leases and Rents dated December 30, 2016, recorded in the Bureau as Document No. A-62080398A through A-62080398C (the “Amendment and Partial Release and Partial Reassignment”), that certain Second Amendment and Partial Release of Mortgage, Security Agreement and Fixture Filing and Partial Reassignment of Lessor’s Interest in Leases and Rents, acknowledged December 17, 2021 and recorded on December 23, 2021 in the Bureau as Document Nos. A-80270350 and A-80270351, and that certain Amendment to Second Amendment and Partial Release of Mortgage, Security Agreement and Fixture Filing and Partial Reassignment of Lessor’s Interest in Leases and Rents dated January 28, 2022, recorded in the Bureau as Document Nos. A-80690089 and A-80690090 (as so amended, the “Mortgage”);

(b) that certain Security Agreement dated August 4, 2016, made by the Borrower, as Grantor, in favor of the Lender, as Lender;

(c) that certain Environmental Indemnity Agreement dated August 4, 2016, made by the Borrower in favor of the Lender (the “Environmental Indemnity Agreement”); and

(d) that certain Assignment of Lessor’s Interest in Leases and Rents dated August 4, 2016, made by the Borrower, as Assignor, to the Lender, as Assignee, recorded in the Bureau as Document No. A-60610336, as amended by the Amendment and Partial Release and Partial Reassignment.

(6) Pursuant to that certain Loan Modification Agreement dated December 30, 2016, by and between the Lender and the Borrower, among other things, the Revolving Loan Commitment was reduced to $10,000,000.

(7) Pursuant to that certain Second Loan Modification Agreement dated March 16, 2017, by and between the Lender and the Borrower, the Revolving Loan Commitment was increased from $10,000,000 to $15,000,000.

(8) Pursuant to that certain Third Loan Modification Agreement dated December 31, 2019, by and between the Lender and the Borrower, the Credit Facility was amended to change the extension option from two (2) consecutive options of one (1) year each to one (1) option of two (2) years to December 31, 2021.

(9) Pursuant to that certain extension letter dated December 31, 2019, from the Lender to the Borrower, the Maturity Date of the Credit Facility was extended to December 31, 2021.

(10) Pursuant to that certain Fourth Loan Modification Agreement dated December 23, 2021, by and between the Lender and the Borrower, the Credit Facility was amended to, among other things, further extend the Maturity Date of the Credit Facility for four (4) years to December 31, 2025.

(11) The Borrower desires to reincorporate from a Hawaii corporation to a Delaware corporation, and the Borrower has requested the Lender’s consent to such reincorporation. The Lender is willing to consent to such reincorporation under the terms and conditions of this Agreement.

(12) The parties to this Agreement agree that as of July 1, 2022, the outstanding principal balance due under the Amended and Restated Note was $0.

Agreements:

NOW, THEREFORE, in consideration of the premises and intending to be legally bound, the Lender does hereby consent to the reincorporation of the Borrower from a Hawaii corporation to a Delaware corporation, and the parties do hereby agree as follows:

1. Amendment of Loan Documents. As of the Conversion Effective Date (defined below), and provided that each of the conditions set forth in Section 13(a) has been satisfied or waived to the Lender’s satisfaction, the Loan Documents are hereby amended to refer to the Borrower as Maui Land & Pineapple Company, Inc., a Delaware corporation.

2. Title Endorsement. The Lender shall obtain, at the Borrower’s expense, an endorsement or endorsements to the Lender’s title insurance policy which shall confirm that notwithstanding the Borrower’s reincorporation from a Hawaii corporation to a Delaware corporation, the Mortgage continues to be a lien of first priority against the real property encumbered by the Mortgage in the amount of $15,000,000.

3. UCC Financing Statements. UCC Financing Statements perfecting the security interest in the Personal Property shall be recorded with the Secretary of State of Delaware. The UCC Financing Statements shall be in form and substance acceptable to the Lender.

4. Evidence of Priority. [Intentionally Omitted.]

5. Reincorporation and Other Documents. The Borrower shall provide to the Lender (a) evidence acceptable to the Lender that the Borrower’s shareholders have approved a plan of conversion to reincorporate Borrower as a Delaware corporation in accordance with the laws of the States of Hawaii and Delaware (the “Plan of Conversion”), (b) evidence acceptable to the Lender that Borrower has converted from a Hawaii corporation to a Delaware corporation in accordance with the Plan of Conversion, including, without limitation, copies of articles of conversion filed in the Business Registration Division of the Department of Commerce and Consumer Affairs of the State of Hawaii, a certificate of conversion filed in the Office of the Secretary of State of the State of Delaware, a certificate of incorporation filed in the Office of the Secretary of State of the State of Delaware, and Bylaws of the Borrower as reincorporated in accordance adopted in accordance with the laws of the State of Delaware, (c) a Certificate of Good Standing or other evidence acceptable to the Lender of the Borrower’s good standing in the State of Delaware, and (d) evidence acceptable to the Lender of the Borrower’s certificate of authority to conduct business in the State of Hawaii as a foreign corporation.

6. Opinion of Borrower’s Counsel. The Borrower shall provide to the Lender an opinion or opinions of counsel for the Borrower, addressed to the Lender, covering to the Lender’s satisfaction (a) that the Borrower has duly reincorporated from a Hawaii corporation to a Delaware corporation, in accordance with all applicable law and with all necessary authorizations and consents, and (b) that the Borrower as reincorporated has succeeded to all rights and obligations of the Borrower, including all obligations with respect to the Loan.

7. Acknowledgment by Borrower. The Borrower hereby confirms that its respective representations, warranties and agreements to the Lender under the Environmental Indemnity Agreement remain in full force and effect and apply to the Credit Facility, as amended, and the Loan Documents as amended pursuant to this Agreement.

8. Enlargement. Any provision contained in the Loan Documents to the contrary notwithstanding, all terms and provisions of the Loan Documents, including the provisions for acceleration upon or after default, are hereby enlarged and extended to include and constitute security for the observance of the terms of this Agreement and the Second Amended and Restated Credit Agreement. All references in the Loan Documents to the “Credit Agreement” and the “Note” are hereby enlarged and expanded to mean the Second Amended and Restated Credit Agreement and the Amended and Restated Note, as further amended hereby.

9. Modification. This Agreement is a modification only and not a novation. In all other respects, the terms and conditions of the Loan Documents, as hereby modified, are hereby ratified and confirmed and shall remain in full force and effect.

10. Reaffirmation. The Borrower confirms and reaffirms all of its representations, warranties and covenants in the Loan Documents.

11. No Claims. The Borrower agrees and acknowledges that there are no claims, defenses or offsets that may be asserted by the Borrower that may reduce any amounts outstanding under the Loan Documents arising prior to the date of this Fifth Loan Modification Agreement. In consideration of the Lender’s agreements herein, the Borrower agrees that any such claims, defenses and offsets are hereby released.

12. Costs and Expenses. In consideration of, and as a condition to, the agreements contained herein, the Borrower shall promptly reimburse the Lender upon demand for all costs and expenses, including recording fees, title insurance premiums and reasonable attorneys’ fees, incurred by the Lender in connection with this transaction.

13. Other Terms and Conditions.

(a) The amendment described in Section 1 above shall be effective as of ______________, 2022 (the “Conversion Effective Date”), provided that the following conditions have been satisfied or waived to the Lender’s satisfaction:

(i) this Agreement has been executed and delivered to the Lender by the Borrower;

(ii) the title insurer has committed to issue the endorsement described in Section 2 above;

(iii) the UCC Financing Statements described in Section 3 above have been filed in the Office of the Secretary of State of the State of Delaware or other appropriate filing office;

(iv) the Lender has received the evidence of priority described in Section 4 above;

(v) the Lender has received the documents described in Section 5 above;

(vi) the Lender has received the opinion(s) described in Section 6 above;

(vii) the costs and expenses set forth in Section 12 above have been paid; and

(viii) the Lender has received a unanimous written consent or other evidence acceptable to the Lender that the Borrower has the authority to amend the Credit Facility as provided in this Agreement.

(b) The rights, duties and obligations hereunder shall be binding upon, and inure to the benefits of, the parties hereto and their respective successors and assigns.

(c) Within five (5) days of the Lender’s request, the Borrower shall execute and deliver such further documents and do such other acts as the Lender may reasonably deem necessary to carry out the purposes of this Agreement.

(d) This Agreement may be executed in counterparts, each of which shall be an original instrument and all of which shall together constitute one and the same agreement.

[The following page is the signature page.]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Loan Modification Agreement to be duly executed as of the 15th day of July, 2022.

FIRST HAWAIIAN BANK

By: /s/ Charles C. Barbata

Charles C. Barbata

Its Vice President

Lender

MAUI LAND & PINEAPPLE COMPANY, INC.

By: /s/ Wade K. Kodama

Wade K. Kodama

Its Chief Financial Officer

Borrower

Exhibit 10.2

Amendment No. 3 to

Purchase and Sale Agreement and Escrow Instructions

This Amendment No. 3 to the Purchase and Sale Agreement and Escrow Instructions (this “Amendment”), is dated May 13, 2022, between Maui Land & Pineapple Company, Inc., a Hawaii corporation, as “Seller”, and Fakhry LLC, a Wyoming limited liability company, as “Buyer” (each, a “Party” and collectively, the “Parties”). This Amendment is entered into with reference to the following facts:

RECITALS:

Seller and Buyer entered into a Purchase and Sale and Escrow Instructions dated December 29, 2021, in relation to lots 2-A, 2-B, 2-C, 2-D, 2-E, and 2-F of the “Kapalua Makai Subdivision No. 1” located Kapalua, Maui, Hawaii (the “Agreement”).

Seller and Buyer executed Amendment No. 1 to the Agreement on March 29, 2022 (“First Amendment”).

Seller and Buyer executed Amendment No. 2 to the Agreement on May 5, 2022 (“Second Amendment”).

AGREEMENT

Now, THEREFORE, the Parties agree as follows:

1. Modification to Section 2.5. The Parties hereby confirm that Section 2.5 of the Agreement shall be removed and replaced with the following language:

2.5 Terms of Purchase.

(a)The Initial Deposit. An initial deposit of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) (the “Initial Deposit” or “Deposit”) shall be delivered to Escrow Holder by Buyer within five (5) business days after the Effective Date. As used in this Agreement, a “Business Day” means any day on which the Bureau of Conveyances of the State of Hawaii (“Bureau”) is open for the recording of deeds. Unless Buyer elects to not proceed with the purchase of the Property on or before March 31, 2022, the Initial Deposit shall become non-refundable on March 31, 2022, and held in Escrow until Closing unless applied to Application Funds pursuant to Section 2.5(c) below, or this Agreement is terminated, whereupon it shall be released to Seller. Buyer hereby irrevocably instructs Escrow Holder that if Buyer does not close on the Closing Date or if Buyer issues notice of termination of this Agreement Escrow Holder shall immediately and without further authorization from Buyer release any remaining amounts of the Deposit to Seller.

(b) Intentionally omitted.

(c) Use of the Deposit. Immediately upon receipt of the Initial Deposit, the Escrow Holder shall invest these funds in a federally insured deposit account approved by Buyer. Interest accrued on the Deposit shall be applied to and become a part of the Deposit.

Once the Deposit is received by Escrow Holder, Buyer may at any time request Escrow Holder pay Application Costs, as defined below, using the Deposit funds (“Draw Request”). Draw Requests shall include the invoice, contract, or other supporting data to evidence that all costs are only used for Application Costs. In no event shall the aggregate amount of all Draw Requests exceed Two Hundred Ninety Thousand Dollars ($290,000.00).

Upon the close of Escrow for this transaction (“Closing”), any unspent remaining amounts of the Deposit shall be applied to the Purchase Price.

(d) Application Funds. Within five (5) business days of the full execution of Amendment No.3, Buyer shall deposit TWO MILLION DOLLARS ($2,000,000.00) into a project bank account, opened and controlled by Buyer, to be used for funding the Application (as defined in Section 5.2) (“Application Funds”). The Application Funds may only be used to fund the required updated technical studies, drawings, maps, reports, and consultant fees required to support the Application, or at Buyer’s discretion, used to construct certain improvements upon the Property as may be required by governing agencies in support of the extension of the SMA Permit and the Application (the “Application Costs”). Buyer shall provide monthly statements of the account holding the Application Funds to Seller to show the use of the Application Funds and remaining balance. At Closing or termination of this Agreement, any unused Application Funds shall remain with the Buyer. No portion of the Application Funds shall be deemed to be applied against or to reduce the Purchase Price. In no event shall Seller be obligated to reimburse Buyer for any expenditure of the Application Funds.

(e) Cash at Closing. The Purchase Price, less any amounts remaining with Escrow from the Initial Deposit, plus Buyer’s share of closing costs, prorations, and fees and charges payable pursuant to this Agreement, shall be delivered to Escrow Holder as provided in paragraph 6.3.”

2. Modification to Section 2.9. The Parties hereby confirm that Section 2.9 of the Agreement shall be removed and replaced with the following language:

2.9 CLOSING DATE. The “Closing Date” shall be a mutually agreeable date no later than thirty (30) days after the date of the SMA Extension Approval described in Section 5.2.3 of this Agreement.

3. Acknowledgment of Section 5.1.4. The Parties acknowledge that Buyer has satisfied its requirements under Section 5.1.4.

4. Buyer’s Waiver of Due Diligence & End of Exclusivity. By executing this Amendment, Buyer hereby (i) delivers its Acceptance Notice, as such term is defined in Section 3.2(c) of the Purchase Agreement, and (ii) confirms that the feasibility condition contained in Section 3.2 of the Purchase Agreement is satisfied in all respects, including Buyer’s receipt and approval of the Document Inventory, Declaration of Covenants, and License Agreement and Buyer’s approval of each of the items set forth in Section 3.2(b). Buyer expressly acknowledges and agrees that from and after the date of this Amendment Seller is no longer bound by the provisions of Section 14.21 (Exclusivity) of the Agreement.

5. Modification to Section 5.2. The Parties hereby confirm that Section 5.2 of the Agreement shall be amended to include the following Section 5.2.3:

5.2.3. SMA EXTENSION APPROVAL. Under Standard Condition Number 2 of the SMA Permit, construction of the Project is required to be completed by April 10, 2023 (the “SMA Completion Deadline”). Buyer’s obligation to close shall be contingent on the vote by the Maui Planning Commission (“MPC”) to approve an extension of the SMA Completion Deadline for a minimum of five (5) years (that is, until at least April 10, 2028) (“SMA Extension Approval”). Seller shall diligently and in good faith assist and cooperate with Buyer’s efforts to prepare and file an application with the County of Maui for the SMA Extension Approval, supported by the required updated technical studies and drawings (the “Application”), at no material cost or liability to Seller. Seller will join in the execution of the Application as determined by the County of Maui. The Application shall be funded with the Application Funds. If the MPC does not vote in favor of the SMA Extension Approval by April 10, 2023, this Agreement shall terminate automatically without liability to either party, Escrow Holder shall immediately release the Deposit to Seller, and the remaining balance of the Application Funds shall be released to Buyer. If the MPC does vote in favor of the SMA Extension Approval by April 10, 2023, but the MPC’s approval is subject to new conditions (“New Conditions”) that Buyer reasonably determines materially impair Buyer’s ability to successfully develop the Project, then Buyer may, within ten (10) days of that approval, terminate this Agreement by written notice to Seller and Escrow Holder, whereupon Escrow Holder shall immediately release the Deposit to Seller, and the remaining balance of the Application Funds shall be released to Buyer. If Buyer does not exercise this termination option, Buyer shall proceed to close. Seller shall not under any circumstances be responsible for satisfying or funding any New Conditions. In case of any termination under this Section all rights to any maps, reports, and studies prepared for the Application shall be assigned to Seller, and the Parties will have no further obligations to each other.

	6.	Deletion of Section 11. The Parties hereby agree to delete Section 11 in its entirety.
	7.	Miscellaneous.

7.1 Capitalized Terms/Definitions. Each capitalized term used in this Amendment and not defined herein shall be deemed to have the same meaning ascribed to it in the Agreement.

7.2 Continuing Effect. Except as specifically provided in this Amendment, the provisions of the Agreement and the First Amendment shall remain unchanged and in full force and effect. In the event of a conflict between the Agreement or the First Amendment on one hand and this Amendment on the other hand, this Amendment shall control.

7.3 Authority. Each person executing this Amendment on behalf of a Party represents and warrants that it has the full power, authority, and legal right to execute and deliver this Amendment on behalf of such Party and that this Amendment constitutes the legal, valid, and binding obligations of such Party, its heirs, representatives, successors, and assigns, enforceable against such Party or Parties in accordance with its terms.

7.4 Counterparts. To facilitate execution of this Amendment, this Amendment may be executed in one or more counterparts as may be convenient or required, and an executed copy of this Amendment delivered electronically by facsimile or e-mail shall have the effect of an original, executed instrument; but, in making proof of this Amendment it shall not be necessary to produce or account for more than one such counterpart executed by each Party hereto. It shall not be necessary for the signature of, or on behalf of, each Party hereto, or that the signature of all persons required to bind any such Party appear on each counterpart of this Amendment.

[[SIGNATURES ON FOLLOWING PAGE]]

SIGNATURE PAGE TO AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 as of the date and year first set forth above.

“BUYER”

FAKHRY LLC

By: /s/ Ebrahim K. Kahhjavani

Name: Ebrahim K. Nakhjavani

Title: Manager

“SELLER”

MAUI LAND & PINEAPPLE COMPANY, INC.

By: /s/ Paulus Subrata

Name: Paulus Subrata

Title: Vice President

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:

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

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

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

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

(a)

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

(b)

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

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: August 11, 2022

		/s/ WARREN H. HARUKI
	Name:	Warren H. Haruki
	Title:	Chairman & Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

Certification of CFO Pursuant to

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

Section 302 of the Sarbanes-Oxley Act of 2002

I, Wade K. Kodama, certify that:

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

(a)

(b)

(c)

(d)

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

(a)

(b)

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

Date: August 11, 2022

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

Exhibit 32.1

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

Certification

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

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

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022 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: August 11, 2022

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

Exhibit 32.2

Certification

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

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

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

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

Date: August 11, 2022