Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

For the quarterly period ended March 31 2019, 2020

OR

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

200 Village Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices)

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

None

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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.

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2019, and pursuant to the instructions to Form 10-Q and Article  8 promulgated by 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 interim unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended March 31, 20192020 and 2018.2019. The interim unaudited condensed consolidated financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018.2019.

The Company’s reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts may differ from these estimates. Amounts reflected in interim reportsstatements are not necessarily indicative of results for a full year. Certain amounts in the DecemberMarch 31, 20182019 condensed consolidated balance sheetstatements of operations and comprehensive loss were reclassified to conform to the current period’s presentation. Such amounts had no impact on total assets and liabilities or net loss and comprehensive loss previously reported.

Basic and diluted weighted-average shares outstanding for the three months ended March 31, 20192020 and 20182019 were as follows:

Property at March 31, 20192020 and December 31, 20182019 consisted of the following:

Assets held for sale at March 31, 20192020 and December 31, 20182019 consisted of the following:

In February 2020, the Company entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions, including a due diligence period ending on July 31, 2020 and a closing date 45 days after the last day of the due diligence period.

In December 2019, the Company entered into an Asset Purchase Agreement to sell the PUC-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. The sale is subject to certain closing conditions, including completion of due diligence and PUC approval. These assets are used by Kapalua Water Company and Kapalua Waste Treatment Company to provide water and sewage transmission services for the Kapalua Resort. See the results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets in Note 13.

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

The value of the Upcountry Maui, 33-acre parcel of agricultural land and wastewater treatment facility was considered fully impaired and written down to zero at March 31, 2019.

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods.2021. Interest on borrowings is at LIBOR plus 3.50%, or 5.99%5.08% and 5.84%5.19%, at March 31, 20192020 and December 31, 2018,2019, respectively. The Company has pledged its 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

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

The Company believes that it is in compliance with the covenants under the Credit Facility as of March 31, 2019.2020.

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 $598,000$425,000 and $579,000$598,000 for the three months ended March 31, 20192020 and 2018,2019, respectively. Included in these amounts were $208,000$186,000 and $120,000$208,000 of restricted shares of common stock which vested during the first three months of 20192020 and 2018,2019, respectively.

Accrued retirement benefits at March 31, 20192020 and December 31, 20182019 consisted of the following:

Deferred club membership revenue

The Company manages the operations of the Kapalua Club, a private, non-equity club program providing our 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. A single payment royalty of $2 million was received prior to the commencement of the agreement and recorded as deferred revenue as of March 31, 2020. Revenue from the license agreement will be recognized on a straight-line basis over its economic useful life.

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s effective tax rateprovision for 2019income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and 2018 reflects the recognition of interim period tax benefits and changes to its tax valuation allowance.

In December 2017, The Tax Cuts and Jobs Act of 2017 (TCJA) was signed into law. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35%bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance continues to 21%, eliminationbe established for deferred income tax assets as of Alternative Minimum Tax (AMT)March 31, 2020 and refund of AMT credit carryforward, limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. The TCJA also establishes new tax laws that will affect future periods, including, but not limited to: (1) reducing the U.S. federal corporate tax rate; (2) limiting deductible interest expense; (3) modifying the tax treatment of like-kind exchanges; (4) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (5) imposing a new provision designed to tax global intangible low-tax income; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) limiting the use of Net Operating Loss (NOL) carryforwards created in tax years beginning after December 31, 2017; (8) modifying the limitations on the use of foreign tax credits to reduce our U.S. income tax liability; and (9) further restricting the deductibility of certain executive compensation and fringe benefits. The Company is in the process of analyzing the regulations issued and determining an estimate of the financial impact.

In accordance with TCJA, the Company eliminated $91.3 million of AMT NOL carry forwards at December 31, 2018 and recognized as income tax benefit $5.0 million from its unused AMT credit carry forwards. The Company expects to receive 50%, or $2.5 million, of said credit in 2019, and the remaining balance over the following two years.respectively.

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:

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 months ended March 31, 20192020 and 20182019 were as follows:

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. In addition, the Company provides potable and non-potable water to West and Upcountry Maui areas These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the three months ended March 31, 2020 and 2019 were as follows:

There haveThe results of discontinued operations related to the sale of the Kapalua Water Company and Kapalua Waste Treatment Company assets for the three months ended March 31, 2020 and 2019 were as follows:

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 Company continues working with the DOH on a previously-approved corrective action plan to resolve and remediate the facility’s wastewater effluent issues. Due to COVID-19, the DOH has agreed to extend the deadline for the completion of new leach fields, postpone any ongoing claims, and all statutes of limitation to May 15, 2020.

The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has been no changesmade in the status of commitments and contingencies as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. accompanying interim unaudited condensed consolidated financial statements.

There are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, theThe 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.operations after consultation with legal counsel.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. As a result, public health measures were taken to minimize exposure to the virus. Quarantine, travel restrictions and other governmental restrictions to reduce the spread of COVID-19 has caused and is likely to continue to have an adverse impact on economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism to Maui. The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. However, should the existence of the COVID-19 pandemic continue for an extended period, the Company’s future business operations, including the results of operations, cash flows and financial position will be significantly affected.

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The fair value of income tax receivables approximate their carrying value due to the certainty of collection or short-term nature of the instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt, which approximated fair value, was $235,000 and $1,035,000 (audited) at March 31, 20192020 and December 31, 2018 were $1,735,000 and $1,235,000, respectively, which approximated fair value.2019, respectively. The fair value of debt was measured using the level 2 inputs, noted above.

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16.NEW ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued an ASU that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). Subsequently, the FASB issued additional ASUs that further clarified the original ASU. The ASUs became effective for us on January 1, 2019. Upon adoption of the lease ASUs on January 1, 2019, we elected the following practical expedients provided by these ASUs: ● Package of practical expedients – requires the Company not to reevaluate its existing or expired leases as of January 1, 2019, under the new lease accounting ASUs. ● Optional transition method practical expedient – requires the Company to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. ● Land easements practical expedient – requires the Company to account for land easements existing as of January 1, 2019, under the accounting standards applied to them prior to January 1, 2019. ● Single component practical expedient – requires the Company to account for lease and nonlease components associated with that lease under the new lease ASUs, if certain criteria are met. ● Short-term leases practical expedient – for operating leases with a term of 12 months or less in which the Company is the lessee, this expedient allows us not to record on the Company’s balance sheets related lease liabilities, taxes collected from lessees, lessor costs paid directly by lessee to a third party and right-of-use assets.RECENT ACCOUNTING PRONOUCEMENTS Lessor accounting The Company recognized revenue from our lease agreements aggregating $1.7 million for the three months ended March 31, 2019. This revenue consisted primarily of rental revenue, percentage rental revenue, and tenant recoveries. 11 Table of Contents The Company recognizes rental revenue from its operating leases on a straight-line basis over the respective lease terms. The Company commences recognition of rental revenue at the date the property is ready for its intended use and the tenant takes possession of or controls the physical use of the property. Under the lease ASU, each lease agreement will be evaluated to identify the lease components and nonlease components at lease inception. The total consideration in the lease agreement will be allocated to the lease and nonlease components based on their relative standalone selling prices. Lessors will continue to recognize the lease revenue component using an approach that is substantially equivalent to existing guidance for operating leases (straight-line basis). On January 1, 2019, the Company elected the single component practical expedient, which requires the Company, by class of underlying asset, not to allocate the total consideration to the lease and nonlease components based on their relative stand-alone selling prices. This single component practical expedient requires the Company to account for the lease component and nonlease component(s) associated with that lease as a single component if (i) the timing and pattern of transfer of the lease component and the nonlease component(s) associated with it are the same and (ii) the lease component would be classified as an operating lease if it were accounted for separately. If it is determined that the lease component is the predominant component, the Company accounts for the single component as an operating lease in accordance with the new lease ASUs. Conversely, the Company is required to account for the combined component under the new revenue recognition ASU if it is determined that the nonlease component is the predominant component. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets that qualify for this expedient are accounted for as a single component under the new lease ASUs, with tenant recoveries primarily as variable consideration. Tenant recoveries that do not qualify for the single component practical expedient and are considered nonlease components are accounted for under the revenue recognition ASUs. The Company’s operating leases commencing or modified after January 1, 2019, for which the Company is the lessor are expected to qualify for the single component practical expedient accounting under the new lease ASUs. The adoption of this guidance will not have a material impact on the Company’s financial statements. Costs to execute leases The new lease ASU will require that lessors and lessees capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease (e.g. commissions paid to leasing brokers). Under the new lease ASU, allocated payroll costs and other costs such as legal costs incurred as part of the leasing process prior to the execution of a lease will no longer qualify for classification as initial direct costs but will instead be expensed as incurred. Under the package of practical expedients that the Company elected on January 1, 2019, it is not required to reassess whether initial direct leasing costs capitalized prior to the adoption of the new lease ASUs in connection with the leases that commenced prior to January 1, 2019, qualify for capitalization under the new lease ASUs. Effective January 1, 2019, costs that the Company incurs to negotiate or arrange a lease regardless of its outcome, such as fixed employee compensation, tax, or legal advice to negotiate lease terms, and costs related to advertising or soliciting potential tenants are expensed as incurred. Lessee accounting Under the new lease ASUs, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, which corresponds to a similar evaluation performed by lessors. In addition to this classification, a lessee is also required to recognize a right-of-use asset and a lease liability for all leases regardless of their classification, whereas a lessor is not required to recognize a right-of-use asset and a lease liability for any operating leases. For the three months ended March 31, 2019, the Company recognized rent expense of approximately $7,000 for these leases. As of March 31, 2019, the remaining contractual payments under the office and equipment leases are $50,000. All of the aforementioned leases for which the Company is the lessee are currently classified as operating leases. Under the package of practical expedients that the Company elected upon adoption of the new lease ASUs, all of its operating leases existing as of January 1, 2019, for which the Company is the lessee, continue to be classified as operating leases subsequent to the adoption of the new lease ASUs. The Company has also evaluated the effect of the new lease ASUs on the calculation of its debt covenants as of March 31, 2019 and noted no significant effect on the calculation.   In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses. This ASU replacesto update the incurred loss impairment methodology inused to measure current GAAP with a methodology that reflects 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 determineexplain credit loss estimates. ThisThe 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 will be2019-10 was subsequently issued delaying the effective for annual reporting periods beginning after December 15, 2019 for public business entities.date to the first quarter of 2023. The Company is in the process of assessing the impact of the ASU No. 2016-13 on its consolidated financial statements.   OnIn August 28,2018, the FASB issued ASU 2018-13 related to fair value measurement disclosures. This ASU removes the requirement to disclose the amount of and reasons for transfers between Levels 1 and 2 of the fair value hierarchy, the policy for determining that a transfer has occurred, and valuation processes for Level 3 fair value measurements. Additionally, this ASU modifies the disclosures related to the measurement uncertainty for recurring Level 3 fair value measurements (by removing the requirement to disclose sensitivity to future changes) and the timing of liquidation of investee assets (by removing the timing requirements in certain instances). The guidance also requires new disclosures for Level 3 financial assets and liabilities, including the amount and location of unrealized gains and losses recognized in other comprehensive income/(loss) and additional information related to significant unobservable inputs used in determining Level 3 fair value measurements. This ASU was effective beginning in 2020 and did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In August, 2018, the FASB issued ASU 2018-14 which amends ASC Topic 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The ASU’s changes related to disclosures are part of the FASB’s disclosure framework project which was aimed to improve the effectiveness of disclosures in notes to financial statements. This ASU is effective for public business entities for annual reporting periods beginningending after December 15, 2020, with early adoption permitted. The Company is in the process of assessing the impact of ASU on its financial statements and expects to adopt the new disclosure requirements on January 1, 2021. In August 2018, the FASB issued ASU 2018-15 related to accounting for implementation costs incurred in hosted cloud computing service arrangements. Under the new guidance, implementation costs incurred in a hosting arrangement that is a service contract should be expensed or capitalized based on the nature of the costs and the project stage during which such costs are incurred. If the implementation costs qualify for capitalization, they must be amortized over the term of the hosting arrangement and assessed for impairment. Companies must disclose the nature of any hosted cloud computing service arrangements. This ASU also provides guidance for balance sheet and income statement presentation of capitalized implementation costs and statement of cash flows presentation for the related payments. The ASU was effective beginning in the first quarter of 2020 and did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC Topic 740, Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC Topic 740. This ASU will be effective beginning in the first quarter of 2021. Early adoption is permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact of the ASU on the Company’s financial statements and related disclosures. 12 Table of Contents   In March 2020, the FASB issued ASU 2020-04 as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform (ASC Topic 848) on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective through December 31, 2022. Management is evaluating its impact on the Company’s consolidated financial statements and related disclosures, if elected. 17. SUBSEQUENT EVENT The Coronavirus Aid, Relief and Economic Security (CARES) Act, signed into law in March 2020, established the Paycheck Protection Program (PPP). The PPP authorizes up to $349 billion in forgivable loans to small businesses. Loan amounts are forgiven to the extent proceeds are used to cover documented payroll, mortgage interest, rent, and utility costs over an 8 week measurement period following loan funding. Loans have a maturity of 2 years and an interest rate of 1%.  Prepayments may be made without penalty. In April 2020, the Company received loan funding of approximately $246,000 under the Payroll Protection Program.     Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   The following discussion and analysis of our unaudited interim condensed consolidated financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 20182019 and the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.   12 Table of Contents Overview   Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. Depending upon the context, the terms “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. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company.   We own approximately 23,000 acres of land on the island of Maui, Hawaii and develop, sell, and manage residential, resort, commercial, agricultural and industrial real estate through the following business segments:   • Real Estate—Our real estate operations consist of land planning and entitlement, development and sales activities. This segment also includes the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort.   • Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui and stewardship and conservation efforts. • Utilities—We own two regulated utility companies which provide potable and non-potable water and wastewater transmission services to the Kapalua Resort. In addition, we also own a network of several major non-potable water systems in West and Upcountry Maui.   • Resort Amenities—We manage the operations of the Kapalua Club, a private, non-equity club program providing our members special programs, access and other privileges at certain amenities at the Kapalua Resort.   Critical Accounting Policies and Estimates 13 Table of Contents   The preparationResults of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed Form 10-K. On January 1, 2019, we adopted ASU No. 2016-02 and related ASUs which changes certain aspects of accounting for leases for both lessees and lessors without material impact. There have been no significant changes in our critical accounting policies during the first three months of 2019, other than the adoption of ASU No. 2016-02. RESULTS OF OPERATIONSOperations   Three Months Ended March 31, 2020 compared to Three Months Ended March 31, 2019  compared to Three Months Ended March 31, 2018 CONSOLIDATED     Three Months Ended March 31,     Three Months Ended March 31, (unaudited)     2019     2018     2020     2019     (in thousands)     (in thousands)   Operating revenues   $ 2,843     $ 2,542     $ 2,035     $ 2,334   Operating costs and expenses     (1,744 )     (1,518 )     (1,521 )     (1,295 ) General and administrative     (864 )     (831 )     (760 )     (864 ) Share-based compensation     (598 )     (579 )     (425 )     (598 ) Depreciation     (432 )     (439 )     (323 )     (361 ) Operating loss     (795 )     (825 )     (994 )     (784 ) Pension and other postretirement expenses     (253 )     (102 )     (117 )     (253 ) Interest expense     (47 )     (37 )     (46 )     (47 ) Loss from Continuing Operations     (1,157 )     (1,084 ) Income (Loss) from Discontinued Operations     83       (11 ) Net loss   $ (1,095 )   $ (964 )   $ (1,074 )   $ (1,095 )                                 Net loss per common share   $ (0.06 )   $ (0.05 ) Loss from Continuing Operations per Common Share   $ (0.06 )   $ (0.06 ) Income (loss) from Discontinuing Operations per Common Share   $ -     $ -   Net loss per Common Share   $ (0.06 )   $ (0.06 )   REAL ESTATE     Three Months Ended March 31,     Three Months Ended March 31,     (unaudited)     2019     2018     2020     2019     (in thousands)     (in thousands)   Operating revenues   $ 157     $ 36     $ 69     $ 157   Operating costs and expenses     (264 )     (66 )     (175 )     (264 ) Operating loss   $ (107 )   $ (30 )   $ (106 )   $ (107 )   Included in our real estate operating revenues were sales commissions from resales of properties owned by private residents in the Kapalua Resort and surrounding areas by our wholly-ownedwholly owned subsidiary, Kapalua Realty Company, Ltd. totaling $157,000 and $36,000There were no sales of real estate for the three months ended March 31, 20192020 and 2018,March 31, 2019, respectively.   13 Table of Contents The increase in operatingOperating costs and expenses for the three months ended March 31, 20192020 decreased compared to the three months ended March 31, 2018 was2019 due to lower legal defense costs. Legal costs incurred in the lawsuits with respect2019 related primarily to the project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay and impairment charges related to our Upcountry Maui, 33-acre parcel of agricultural land and wastewater treatment facility.Bay.   We did not have anyThere were no significant real estate development expenditures in the first three months of 2020 and 2019, or 2018.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 COVID-19 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. 14 Table of Contents   LEASING     Three Months Ended March 31,     Three Months Ended March 31,     (unaudited)     2019     2018     2020     2019     (in thousands)     (in thousands)   Operating revenues   $ 1,677     $ 1,495     $ 1,736     $ 1,916   Operating costs and expenses     (568 )     (578 )     (776 )     (720 ) Operating income   $ 1,109     $ 917   Operating loss   $ 960     $ 1,196     The increasedecrease in operating revenues for the three months ended March 31, 20192020 compared to the three months ended March 31, 20182019 was due to higher rentlower percentage rental income recognized from new tenantsour commercial leasing portfolio associated with the effects of COVID-19 on tenants’ sales activity. Continued restrictions on public gatherings, such as stay-at-home orders, and the threat of COVID-19 or other infectious disease may adversely affect our tenants’ ability to pay rent.  An additional reserve to our allowance for doubtful accounts was recorded resulting in our Upcountry Maui properties.increased operating costs for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.   Our leasing operations face substantial competition from other property owners in Maui and Hawaii.   UTILITIES     Three Months Ended March 31,       2019     2018       (in thousands)   Operating revenues   $ 748     $ 704   Operating costs and expenses     (601 )     (521 ) Operating income   $ 147     $ 183   We have contracted a third-party water engineering and management company to manage the operations of our wholly-owned subsidiaries: Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. We have contracted a water maintenance company to manage our non-potable/irrigation water systems in West and Upcountry Maui. Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Rates charged by our Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. subsidiaries are regulated by the Hawaii Public Utilities Commission. The increase in utilities operating costs and expenses for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was due to higher deferred maintenance expenditures and repairs and maintenance costs. RESORT AMENITIES AND OTHER     Three Months Ended March 31,     Three Months Ended March 31,     (unaudited)     2019     2018     2020     2019     (in thousands)     (in thousands)   Operating revenues   $ 261     $ 307     $ 230     $ 261   Operating costs and expenses     (311 )     (353 )     (570 )     (311 ) Operating loss   $ (50 )   $ (46 )   $ (340 )   $ (50 )   Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. The Kapalua Club does not operate any resort amenities and the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club, golf courses and other resort amenities.   The decrease in operating revenues for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was due to completion in 2018 of the accretion of non-refundable club dues collected from fractional interests in the project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay. The decreaseincrease in operating costs and expenses for the three months ended March 31, 20192020 compared to the three months ended March 31, 20182019 was mainlyprimarily due to the closure of the Kapalua Plantation Golf Course for renovations in February 2019.2019 and an increase in golf course rates charged to the Company in 2020. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. As a result, public health measures were taken to minimize exposure to the virus. These measures, some of which are government-mandated, have been implemented globally resulting in a dramatic decrease in economic activity. In Hawaii, effective March 25, 2020, the Governor of the State of Hawaii and the Mayor of Maui County issued “stay-at-home” orders for its residents and visitors, with the exception of conducting certain essential functions. In addition, the Governor issued emergency proclamations ordering all individuals arriving at state airports, including inter-island travelers, to a mandatory 14-day self-quarantine. According to visitor statistics from the Hawaii Tourism Authority, approximately 900 passengers, including 161 visitors, arrived in Hawaii on March 31, 2020 compared to more than 30,000 passengers arriving daily during this same time last year. Quarantine, travel restrictions and other governmental restrictions to reduce the spread of COVID-19 will have an adverse impact on most businesses in Hawaii, including our own. The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. However, 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. We continue to monitor the economic impact of the COVID-19 pandemic, as well as mitigating emergency assistance programs, such as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), on us, our customers, and our vendors. Remote work arrangements have been established for our employees to the extent possible in order to maintain financial reporting systems. 15 Table of Contents   LIQUIDITY AND CAPITAL RESOURCES   Liquidity   We had cash on hand of $1.1approximately $766,000 and $683,000 (audited) at March 31, 2020 and December 31, 2019, respectively. Approximately $14.8 million and $13.3 million ofis available credit under a $15.0 million revolving line of credit facility with First Hawaiian Bank as of March 31, 2019.2020.   14 Table of Contents We have aThe $15.0 million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods.2021. Interest on borrowings is at LIBOR plus 3.50% (5.99%(5.08% at March 31, 2019)2020). We have pledged our 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.   The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.   As of March 31, 2019,2020, we were in compliance with the covenants under the Credit Facility. If the current economic conditions created by the COVID-19 pandemic persist, we expect our outstanding borrowings may increase.   Cash Flows   During the first three months of 2019, netNet cash flow provided by our operating activities totaled $0.5 million. approximately $1.5 million and $0.6 million for three months ended March 31, 2020 and 2019, respectively. In March 2020, we received $2 million for a perpetual, non-exclusive licensing agreement granting the use of our trademarks and service marks effective April 1, 2020. The proceeds were recorded as deferred revenue as of March 31, 2020. Interest payments on our long-term debtCredit Facility totaled $14,000 and $26,000 for the three months ended March 31, 2019.2020 and 2019, respectively. The outstanding balance of our Credit Facility was reduced by $800,000 during the three months ended March 31, 2020.   We were not required to make any minimum funding contributions to our defined benefit pension plansplan during the three months ended March 31, 2019.2020. The CARES Act includes limited funding relief provisions for single employer defined benefit plans. The CARES Act allows us to defer until January 1, 2021 the required contributions to the plan that would otherwise be due in 2020. Payroll Protection Program In April 2020, we received a loan of approximately $246,000 under the Payroll Protection Program of the CARES Act. Proceeds from the loan used to cover documented payroll, mortgage interest, rent, and utility costs over an 8 week measurement period are eligible to be forgiven. The loan matures in April 2022 with interest accruing at 1%. There are no collateral requirements or prepayment penalties associated with the loan.   Future Cash Inflows and Outflows   Our business initiatives for the next nine monthsyear include investing in our operating infrastructure, and continued planning and entitlement efforts on our development projects. At times, thisprojects, and addressing the impact of COVID-19 on our business segments. Our income from real estate commissions, leasing activities and Kapalua Club membership dues, were all impacted for the three months ended March 31, 2020, and may continue to be impacted in the future for an uncertain period of time. This may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes.   Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds.   Critical Accounting Policies and Estimates The preparation of the interim unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of accounting estimates. Changes in these estimates and assumptions  are considered reasonably  possible and may have a material effect on the interim unaudited condensed consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed Form 10-K. There have been no significant changes in our critical accounting policies during the three months ended March 31, 2020. 16 Table of Contents FORWARD-LOOKING STATEMENTS AND RISKSCautionary 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 or SEC,(SEC) contain forward-looking statements“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 involveare 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 the fact that they do not relate strictly to historical or current facts. They contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative or other variations thereof or comparable terminology. 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, including its impacts on us, our operations, or 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;   15 Table of Contents potential liabilities and obligations under various federal, state and local environmental regulations with respect to the presence of hazardous or toxic substances;   changes in weather conditions, or the occurrence of natural disasters;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 plans;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;   availability of capital on terms favorable to us, or at all; and   failure to maintain security of internal and customer electronic information.   17 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, 20182019 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this report. We qualify all of our forward-looking statements by these cautionary statements.   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 restrictions due to our location in a resort area. Potential tenant deferrals and abatements may impact our base and percentage 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.   In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.   As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.   16 Table of Contents Changes in Internal Controls Over Financial Reporting   There hashave been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the three months ended March 31, 2019. Item 5. OTHER INFORMATION On April 26, 2019, the Company appointed Scott N. Kodama as Interim Controller and Principal Accounting Officer. Mr. Kodama has over 25 years of accounting and business management experience, and was a former audit manager at Ernst & Young LLP and Deloitte and Touche LLP.2020.     PART II OTHER INFORMATION   Item 1A. RISK FACTORS   Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 20182019 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. 18 Table of Contents The novel coronavirus, or COVID-19, pandemic, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow. The spread of a highly infectious or contagious disease, such as COVID-19, could cause severe disruptions in the U.S. economy, which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The COVID-19 pandemic has caused significant disruption in business activity and the financial markets both globally and in the United States. Many states and localities have imposed limitations on commercial activity and public gatherings and events, as well as moratoria on evictions. Concern regarding the spread of COVID-19 has caused and is likely to continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, increased unemployment, restrictions on travel, reduced tourism to Maui, reduced real estate development activity and overall economic and financial market instability, all of which may result a decrease in our business. Such conditions are likely to exacerbate many of the risks described elsewhere in the section entitled “Risk Factors” in our Annual Report on Form 10-K. Therefore, to the extent that economic activity, travel, real estate development and business conditions generally remain poor or deteriorate further, our business, financial condition, results of operations and cash flows could be materially adversely affected. While we do not expect any adjustments to the closing dates or our ability to fulfill any related conditions to the sales of our Kapalua Central Resort project or Kapalua Water Company, Ltd and Kapalua Waste Treatment Company, Ltd. assets, if COVID-19 related uncertainties impact the buyers’ determinations during the respective due diligence periods, the sales of these assets may be adversely impacted.  We are continuing to monitor the spread of COVID-19 and related risks, although the rapid development and fluidity of situation precludes any prediction as to its ultimate impact on us.    Item 6. EXHIBITS   31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.     31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.     32.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.     32.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.     101.INS XBRL Instance Document     101.SCH XBRL Taxonomy Extension Schema Document     101.CAL XBRL Taxonomy Extension Calculation Document     101.DEF XBRL Taxonomy Extension Definition Linkbase     101.LAB XBRL Taxonomy Extension Labels Linkbase Document     101.PRE XBRL Taxonomy Extension Presentation Link Document   17 19 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.       April 26, 201922, 2020   /s/ TIM T. ESAKIScott N. Kodama Date   Tim T. EsakiScott N. Kodama     Chief Financial OfficerController     (Principal Financial Officer)   18 20 Table of Contents   EXHIBIT INDEX   Exhibit Number   Description       31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934. (1)       31.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934. (1)       32.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. (2)       32.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. (2)       101.INS   XBRL Instance Document (2)       101.SCH   XBRL Taxonomy Extension Schema Document (2)       101.CAL   XBRL Taxonomy Extension Calculation Document (2)       101.DEF   XBRL Taxonomy Extension Definition Linkbase (2)       101.LAB   XBRL Taxonomy Extension Labels Linkbase Document (2)       101.PRE   XBRL Taxonomy Extension Presentation Link Document (2)   (1) Filed herewith.   (2) Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.     19 21