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

Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this report. We qualify all of our forward-looking statements by these cautionary statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~LOSS~~INCOME

For the Three Months Ended ~~March 31,~~and Six Months Ended June 30, 2021 and 2020

4.	~~PROPERTY~~

~~Property at March 31, 2021 and December 31, 2020 consisted of the following:~~

2021

2020

(unaudited)

(audited)

(in thousands)

Land
$ 5,072 $ 5,072
Land improvements
12,943 12,943
Buildings
23,465 23,465
Machinery and equipment
10,485 10,476
Construction in progress
23 -
Total property
51,988 51,956
Less accumulated depreciation
33,745 33,445
Property, net
$ 18,243 $ 18,511

710

Table of Contents

PROPERTY

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

	June 30,		December 31,
	2021		2020
	(unaudited)		(audited)
	(in thousands)
Land	$	5,072	$	5,072
Land improvements		12,943		12,943
Buildings		22,892		23,465
Machinery and equipment		10,485		10,476
Construction-in-progress		22		0
Total property		51,414		51,956
Less accumulated depreciation		33,789		33,445
Property, net	$	17,625	$	18,511

Land

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

Land Improvements

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

Buildings

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

Machinery and Equipment

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

5.	ASSETS HELD FOR SALE

Assets held for sale ~~at March 31,~~as of June 30, 2021 and December 31, 2020 consisted of the following:

	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
	(unaudited)		(audited)		(unaudited)		(audited)
	(in thousands)				(in thousands)
Kapalua Resort, 46-acre Kapalua Central Resort project	$	2,978	$	2,978
Kapalua Resort, 46-acre Kapalua Central Resort project					$	2,978	$	2,978
Upcountry Maui, 630-acre parcel of agricultural land						156		156
Kapalua Resort, Kapalua Water and Kapalua Waste Treatment Company assets		4,202		4,306		0		4,306
Upcountry Maui, 630-acre parcel of agricultural land		156		156
	$	7,336	$	7,440	$	3,134	$	7,440

Table of Contents

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 aan extended due diligence period ending on ~~July 15,~~August 31, 2021. The closing date of the sale is expected to be 30 days after the last day of the due diligence period.

~~The~~In December 2019, the Company entered into an Asset Purchase Agreement ~~in December 2019~~ to sell the ~~PUC-regulated~~Public Utilities Commission (“PUC”)-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort. In March 2021, the sale was approved by the State of Hawaii PUC subject to certain closing conditions of its Decision and Order. The ~~sale, with~~Company received net proceeds of $4.2 million ~~was completed on~~ from the sale in May 1, 2021. The results of discontinued operations related to the sale of the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets are reflected in Note 13.

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

6.	LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”). The Credit Facility matures on December 31, 2021. Interest accrued on borrowings is atbased on LIBOR plus 3.50%~~, or 3.62%~~. As of June 30, 2021 and December 31, 2020, the Credit Facility’s interest rates were 3.59% and 3.65%, ~~at March 31, 2021 and December 31, 2020,~~ 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 no0 commitment fees on the unused portion of the Credit Facility.

~~Table of Contents~~

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

The Company believes that it was in compliance with the covenants under the Credit Facility as of ~~March 31,~~June 30, 2021.

7.	SHARE-BASED COMPENSATION

The Company’s directors, officers and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan (“Equity Plan”). Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan vest quarterly and have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

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

Share-based compensation totaled ~~$349,000~~$719,000 and ~~$425,000~~$827,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Included in these amounts were ~~$163,000~~$347,000 and ~~$186,000~~$349,000 of restricted shares of common stock which vested during the first ~~three~~six months of 2021 and 2020, respectively.

Table of Contents

8.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits ~~at March 31,~~as of June 30, 2021 and December 31, 2020 consisted of the following:

March 31,

December 31,

2021

2020

(unaudited)

(audited)

(in thousands)

Defined benefit pension plan
$ 8,112 $ 8,790
Non-qualified retirement plans
2,285 2,301
Total
10,397 11,091
Less current portion
(165 ) (165 )
Non-current portion of accrued retirement benefits
$ 10,232 $ 10,926

	June 30,			December 31,
	2021			2020
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	7,987		$	8,790
Non-qualified retirement plans		2,269			2,301
Total		10,256			11,091
Less current portion		(165	)		(165	)
Non-current portion of accrued retirement benefits	$	10,091		$	10,926

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

~~Table of Contents~~

The net periodic benefit costs for pension and ~~postretirement~~post-retirement benefits for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)
Interest cost	$	309		$	408		$	309		$	408		$	618		$	816
Expected return on plan assets		(414	)		(497	)		(418	)		(497	)		(836	)		(994	)
Amortization of net actuarial loss		221			206
Amortization of net loss								221			206			442			412
Pension and other postretirement expenses	$	116		$	117		$	112		$	117		$	224		$	234

9.	CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were ~~$876,000,~~$539,000, $806,000 and $673,000 ~~at March 31,~~as of June 30, 2021, December 31, 2020, and December 31, 2019 respectively.

Deferred club membership revenue

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

Deferred license fee revenue

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment ~~royalty~~ 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 and $33,000 for the ~~three~~six months ended ~~March 31, 2021.~~June 30, 2021 and 2020, respectively.

10.

INCOME TAXES

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

Table of Contents

11.

REPORTABLE OPERATING SEGMENTS

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

Real Estate includes the planning, entitlement, development and sale of real estate inventory. The segment also included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort, through June 30, 2020.

•

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

Leasing includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. The operating segment also includes the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas.

•

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.

~~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, 2021 and 2020 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	(unaudited)					(unaudited)
	2021		2020			2021			2020
	(in thousands)					(in thousands)
Operating Segment Revenues
Real estate	$	2,700	$	90		$	2,700		$	158
Leasing		1,962		1,436			3,763			3,172
Resort amenities and other		288		184			546			414
Total Operating Segment Revenues	$	4,950	$	1,710		$	7,009		$	3,744
Operating Segment Income (Loss)
Real estate	$	2,246	$	(102	)	$	2,148		$	(209	)
Leasing		1,086		609			2,047			1,569
Resort amenities and other		10		15			(145	)		(326	)
Total Operating Segment Income	$	3,342	$	522		$	4,050		$	1,034

1014

Table of Contents

~~Reportable operating segment revenues and income for the three months ended March 31, 2021 and 2020 were as follows:~~

Three Months

Ended March 31,

(unaudited)

2021

2020

(in thousands)

Operating Segment Revenues

Real estate
$ - $ 69
Leasing
1,801 1,736
Resort amenities and other
258 230
Total Operating Segment Revenues
$ 2,059 $ 2,035
Operating Segment Income (Loss)

Real estate
$ (97 ) $ (106 )
Leasing
961 960
Resort amenities and other
(154 ) (340 )
Total Operating Segment Income
$ 710 $ 514

12.

LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents and, in some cases, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Total leasing income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months				Three Months Ended				Six Months Ended
	Ended March 31,				June 30,				June 30,
	(unaudited)				(unaudited)				(unaudited)
	2021		2020		2021		2020		2021		2020
	(in thousands)				(in thousands)				(in thousands)

Minimum rentals	$	757	$	697	$	742	$	712	$	1,482	$	1,410
Percentage rentals		117		266		417		37		534		304
Licensing fees		125		234		165		111		290		345
Other (primarily common area recoveries)		214		191
Other						315		321		863		608
Total	$	1,801	$	1,736	$	1,639	$	1,181	$	3,169	$	2,667

~~Table of Contents~~

13.

DISCONTINUED OPERATIONS

The results of discontinued operations related to the ~~sale of the~~ Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)						(in thousands)
Operating revenues	$	598		$	740		$	240		$	577		$	838		$	1,317
Operating costs and expenses		(698	)		(657	)		(309	)		(719	)		(1,007	)		(1,376	)
Impairment loss		(40	)		-			0			0			(40	)		0
Income (loss) from discontinued operations	$	(140	)	$	83
Loss from discontinued operations							$	(69	)	$	(142	)	$	(209	)	$	(59	)

14.

COMMITMENTS AND CONTINGENCIES

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

The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolve and remediate the facility’s wastewater effluent issues. The construction of additional leach fields, ~~was completed in December 2020. The~~ installation of a surface aerator, sludge removal system, and natural pond cover using water plants were ~~also~~ completed ~~during the three months ended March 31,~~through June 30, 2021. The DOH is currently reviewing the test results of these corrective action plan items. ~~With these actions, the test results have been in compliance with applicable standards.~~ No hearing date has been set ~~since~~as discussions with the DOH are ~~ongoing.~~still ongoing to address any other matters regarding the Order.

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

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

Quarantine, travel restrictions and other public health measures to reduce the spread of ~~COVID-19~~COVID-19 has caused ~~and is likely to continue to have~~ an adverse impact on local economic activity, including business closures, increased unemployment, financial market instability, and reduced tourism. ~~Notwithstanding the administration of vaccines to residents and visitors to Maui, the duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time.~~ The Company’s future business operations, including the results of operations, cash flows and financial position will be significantly affected should the ~~existence~~spread of the ~~COVID-19~~COVID-19 pandemic, ~~continue for an extended period.~~including its variants, accelerate in future periods.

Table of Contents

15.

FAIR VALUE MEASUREMENTS

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

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

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

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

The Company considers all cash on hand to be unrestricted cash for the purposes of the interim unaudited condensed consolidated balance sheets and interim unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The 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 ~~$800,000 and~~approximately $200,000 ~~(audited)~~ at ~~March 31, 2021 and~~ December 31, 2020 ~~respectively.~~(audited). The fair value of debt was measured using the ~~level~~ Level 2 inputs, noted above.

~~Table of Contents~~

16.

RECENT ACCOUNTING ~~PRONOUNCEMENTS~~PRONOUCEMENTS

In June 2016, the FASB issued ASU ~~2016-13~~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~~2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The Company is in the process of assessing the impact of the ASU on its consolidated financial statements.

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

In March 2020, the FASB issued ASU ~~2020-04~~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 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.

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 ~~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 ended December 31, 2020~~ and the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, ~~on Form 10-Q.~~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.

Table of Contents

Overview

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company.

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

• Real Estate—Our real estate operations consist of land planning and entitlement, development and sales activities. This segment also ~~includes~~included the operations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua ~~Resort.~~Resort, through June 30, 2020.

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

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

Impact of COVID-19 Pandemic on Our Business

As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the geographic region in which we operate. The extent to which the COVID-19 pandemic will impact our business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than prior versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs.

In the State of Hawaii, the Governor issued “stay-at-home” orders for its residents and visitors beginning in March 2020, followed by subsequent “safer-at-home” and “act with care” proclamations. In addition, the Governor issued emergency proclamations ordering all transpacific passengers to a mandatory self-quarantine. Beginning in October 2020, travelers to the State of Hawaii were able avoid the 10-day quarantine requirement under a pre-travel testing program if proof of a negative result from a valid COVID-19 Nucleic Acid Amplification Test is presented.

During the three months ended June 30, 2021, there were several amendments to state and local law to ease social distancing guidelines and travel restrictions, including the elimination of quarantine and testing requirements for interisland travel. As a result of these amendments, as well as increased vaccination rates among travelers, passenger volume to Maui County during the three months ended June 30, 2021 increased to approximately 791,000, compared to approximately 4,000 during the three months ended June 30, 2020. Effective July 8, 2021, domestic travelers to Hawaii may be exempt from quarantine restrictions by providing evidence of full vaccination.

The overall impact of the pandemic on our business and future results of operations remains highly uncertain and subject to change. 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.

1317

Table of Contents

Results of Operations

Three and Six Months Ended ~~March 31,~~June 30, 2021 compared to Three and Six Months Ended ~~March 31,~~June 30, 2020

CONSOLIDATED

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)						(in thousands)

Operating revenues	$	2,059		$	2,035		$	4,950		$	1,710		$	7,009		$	3,744
Operating costs and expenses		(1,349	)		(1,521	)		(1,608	)		(1,188	)		(2,959	)		(2,710	)
General and administrative		(719	)		(760	)		(574	)		(559	)		(1,291	)		(1,318	)
Share-based compensation		(349	)		(425	)		(370	)		(402	)		(719	)		(827	)
Depreciation		(300	)		(323	)		(302	)		(323	)		(602	)		(645	)
Operating loss		(658	)		(994	)
Operating income (loss)								2,096			(762	)		1,438			(1,756	)
Other income		13			-			-			894			13			894
Pension and other postretirement expenses		(116	)		(117	)		(116	)		(117	)		(232	)		(234	)
Interest expense		(33	)		(46	)		(32	)		(30	)		(65	)		(76	)
Loss from Continuing Operations		(794	)		(1,157	)
Income (Loss) from Discontinued Operations		(140	)		83
Net loss	$	(934	)	$	(1,074	)
Income (Loss) from Continuing Operations								1,948			(15	)		1,154			(1,172	)
Loss from Discontinued Operations								(69	)		(142	)		(209	)		(59	)
Net income (loss)							$	1,879		$	(157	)	$	945		$	(1,231	)

Loss from Continuing Operations per Common Share	$	(0.04	)	$	(0.06	)
Income (loss) from Discontinuing Operations per Common Share	$	(0.01	)	$	-
Net loss per Common Share	$	(0.05	)	$	(0.06	)
Income (Loss) from Continuing Operations per Common Share							$	0.10		$	-		$	0.06		$	(0.06	)
Loss from Discontinued Operations per Common Share							$	-		$	(0.01	)	$	(0.01	)	$	-
Net income (loss) per Common Share							$	0.10		$	(0.01	)	$	0.05		$	(0.06	)

REAL ESTATE

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)						(in thousands)

Operating revenues	$	-		$	69		$	2,700		$	90		$	2,700		$	158
Operating costs and expenses		(97	)		(175	)		(454	)		(192	)		(552	)		(367	)
Operating loss	$	(97	)	$	(106	)
Operating income (loss)							$	2,246		$	(102	)	$	2,148		$	(209	)

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

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

There were no sales of real estate ~~for~~during the ~~three~~six months ended ~~March 31, 2021 and March 31, 2020, respectively.~~June 30, 2020.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, our wholly-owned subsidiary, Kapalua Realty Company, Ltd., earned sales commissions from resales of properties owned by private residents in the Kapalua Resort and surrounding areas. Effective July 1, 2020, we entered into an office lease agreement and license agreement with a real estate company to provide general brokerage services to the area. No sales commissions were earned ~~during the three months ended March 31,~~in 2021.

Real estate development expenditures were $63,000 during the six months ended June 30, 2021. There were no ~~significant~~ real estate ~~development~~developments expenditures induring the ~~first three~~six months ~~of 2021 and 2020, respectively.~~ended June 30, 2020.

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

1418

Table of Contents

LEASING

							Three Months Ended						Six Months Ended
	Three Months Ended March 31,						June 30						June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)						(in thousands)

Operating revenues	$	1,801		$	1,736		$	1,962		$	1,436		$	3,763		$	3,172
Operating costs and expenses		(840	)		(776	)		(876	)		(827	)		(1,716	)		(1,603	)
Operating income	$	961		$	960		$	1,086		$	609		$	2,047		$	1,569

~~Travel restrictions, social distancing regulations,~~

The increase in operating revenues for the three and six months ended June 30, 2021 compared to the ~~threat~~three and six months ended June 30, 2020 was primarily due to increased percentage rental income from our commercial leasing portfolio. Percentage rental income is contingent upon the sales of the tenant exceeding a defined threshold and recognized after those thresholds are achieved. For the three and six months ended June 30, 2021, percentage rental income was $417,000 and $534,000, respectively. The impact of COVID-19 ~~and its variants continue to adversely affect our~~on tenants’ sales activity ~~and ability to pay rent. Percentage~~in 2020 resulted in no percentage rental income recognized ~~from our leasing portfolio was $117,000 and $266,000~~ for the three months ended March 31, 2021 and 2020, respectively. Additional reserves of $60,000 were recorded to increase our allowance for doubtful accounts to $280,000 as of March 31, 2021. The decrease in rental income was offset by grant income for conservation programs. Grant income was $317,000 and $99,000 for the three months ended March 31, 2021 and 2020, respectively.June 30, 2020.

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

RESORT AMENITIES AND OTHER

							Three Months Ended						Six Months Ended
	Three Months Ended March 31,						June 30,						June 30,
	(unaudited)						(unaudited)						(unaudited)
	2021			2020			2021			2020			2021			2020
	(in thousands)						(in thousands)						(in thousands)

Operating revenues	$	258		$	230		$	288		$	184		$	546		$	414
Operating costs and expenses		(412	)		(570	)		(278	)		(169	)		(691	)		(740	)
Operating loss	$	(154	)	$	(340	)
Operating income (loss)							$	10		$	15		$	(145	)	$	(326	)

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~~for member access ~~for its members~~ to the spa, beach club, golf courses and other resort amenities.

~~The increase in operating revenues for the three months ended March 31,2021, compared to the three months ended March 31, 2020, was due to a partial refund of member dues in 2020.~~ In March 2020, access to certain facilities and amenities was restricted due to regulations related to COVID-19.

~~The decrease in~~ As a result of these restrictions, a partial refund of member dues reduced revenue during the three months ended June 30, 2020. Fees paid for contracted services correspondingly reduced operating costs and expenses ~~for~~during the three months ended ~~March 31, 2021, compared to~~June 30, 2020. There were no refunds of member dues or reductions of contracted rates in the three months ~~ended March 31, 2020, was primarily due to lower golf course fees charged to the Company in~~ending June 30, 2021.

~~IMPACT OF COVID-19~~OTHER INCOME

~~During~~The Company had a 51% ownership interest in Kapalua Bay Holdings, LLC (KBH). In 2009, the ~~year ended December 31, 2020,~~investment was written down to zero. As part of the ~~World Health Organization declared~~dissolution of KBH, the ~~outbreak of COVID-19~~Company received $894,000 as a ~~pandemic.~~return of cash collateral related to an owner controlled insurance program in May 2020. In ~~response, many federal, state, local, and foreign governments put in place travel restrictions, “shelter-in-place” orders, and similar government orders and restrictions, in an attempt to control~~April 2021, the ~~spread and mitigate the impact~~Company received a final distribution of the disease. Such restrictions or orders resulted in the mandatory closure of “non-essential” businesses, increased unemployment rates, “social distancing” restrictions, reduced tourist activity, work-from-home policies, and other changes that have led to significant disruptions to businesses and global financial markets. The overall impact of the pandemic on our business and future results of operations is highly uncertain and subject to change, and we are not able to accurately predict the magnitude or scope of such impacts at this time.$13,000 from KBH.

1519

Table of Contents

Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 continue to have an adverse effect on most businesses in the State of Hawaii, including our own. According to visitor statistics from the Hawaii Tourism Authority, the average daily census of visitors to Maui for the three months ended March 31, 2021 and 2020 were 29,060 and 69,281, respectively, a decrease of 58%. Although the Centers for Disease Control and Prevention released updated guidance on April 2, 2021, Hawaii’s mandatory 10-day quarantine remains in place as of the date of this filing. Currently, travelers are allowed to avoid the State of Hawaii’s quarantine rules under its Safe Travels program if proof of a negative result from a valid COVID-19 Nucleic Acid Amplification Test performed by a trusted testing partner is presented.

The duration of the continued 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 stimulus programs from recent legislation, such as the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Consolidated Appropriations Act of 2021 (“CAA”), and America Rescue Plan Act (“ARPA”), on us, our customers, and our vendors. Remote work arrangements continue to be established for our employees to the extent possible in order to maintain financial reporting systems.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash on hand of approximately ~~$458,000~~$6.0 million and ~~$869,000~~$0.9 million (audited) at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. ~~At March 31,~~

As of June 30, 2021, ~~$14.2~~$15.0 million ~~remained~~was available under our ~~$15.0 million~~ revolving line of credit facility with First Hawaiian Bank (“Credit Facility”).

The ~~$15.0 million revolving line of credit facility~~Credit Facility matures on December 31, 2021. Interest on borrowings isaccrues at LIBOR plus 3.50% ~~(3.62% at March 31, 2021)~~. 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.

As of ~~March 31,~~June 30, 2021, we were in compliance with the covenants under the Credit Facility. If economic conditions are negatively impacted by the COVID-19 pandemic in future periods, we expect to borrow under our Credit Facility.

Cash Flows

Net cash flow ~~used in our operating activities totaled $513,000 for the three months ended March 31, 2021. During the year ended December 31, 2020, net cash flow~~ provided by our operating activities ~~totaled $1.5~~was approximately $1.7 million ~~primarily due to~~for the ~~receipt~~six months ending June 30, 2021. In June 2021, proceeds of ~~a single royalty payment~~$1.7 million and $0.9 million were received from the sales of $2the Steeple House in the Kapalua Resort and conservation easement in Honolua Valley, respectively.

In May 2021, we received proceeds of $4.2 million ~~from a license agreement~~upon closing of the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. asset sale.

The outstanding balance of our ~~trademarks.~~

Credit Facility was reduced to zero as of June 30, 2021. Interest payments on our Credit Facility totaled ~~$5,000~~$10,000 and ~~$14,000~~$19,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. ~~The outstanding balance of our Credit Facility increased by $600,000 during the three months ended March 31, 2020.~~

We made a minimum funding contribution of $553,000 to our defined benefit pension plan ~~during the three months ended March 31,~~in January 2021. The CARES Act included limited funding relief provisions for single employer defined benefit plans allowing us to defer the required contributions that would have been otherwise due in ~~2020 until January 4, 2021.~~2020. No further contributions are required to be made to the plan in 2021.

~~The sale of PUC-regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort was completed on May 1, 2021, with net proceeds of $4.2 million.~~

Future Cash Inflows and Outflows

Our business initiatives ~~for the next year~~ include investing in our operating infrastructure, continued planning and entitlement efforts on our development projects, and ~~addressing~~monitoring the impact of COVID-19 on our business segments. Our income from real estate, leasing activities and Kapalua Club membership dues, ~~continued to be~~were all impacted ~~for the three months ended~~since March ~~31, 2021,~~2020, and may ~~continue to~~ be impacted in the future for an uncertain period of ~~time.~~time should public health measures and travel restrictions become reinstated. This may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes.

~~Table of Contents~~

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 ~~accounting principles generally accepted in the United States of America~~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. ~~Our~~For additional information regarding our critical accounting policies, ~~that require~~see the ~~use~~section entitled “Management’s Discussion and Analysis of ~~estimates~~Financial Condition and ~~assumptions were discussed in detail in~~Results of Operations – Critical Accounting Policies” contained within our ~~most recently filed Form 10-K.~~Annual Report. There have been no significant changes in our critical accounting ~~policies during the three months ended March 31, 2021.~~policies.

~~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 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 “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;~~

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

~~changes in weather conditions, the occurrence of natural disasters, or threats of the spread of contagious diseases;~~

~~our ability to maintain the listing of our common stock on the New York Stock Exchange;~~

~~our ability to comply with funding requirements of our defined benefit pension plan;~~

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

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

~~risks related to reference rate reform~~

1720

Table of Contents

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

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

Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 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 and social distancing restrictions due to our location as a vacation destination. Potential deferrals and abatements ~~of tenant lease rents~~ 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(b)~~13a-15(e) and ~~15d-15(b)~~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(e)~~13a-15(b) and ~~15d-15(e)~~15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the three months ended ~~March 31,~~June 30, 2021.

~~Table of Contents~~

PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

~~Although we are subject~~For information related to ~~legal proceedings~~Item 1. Legal Proceedings, refer to Note 14, Commitments and ~~other disputes from time~~Contingencies, to time in the ordinary course of business, including employment, environmental, and real property claims, we believe the outcome of all pending legal proceedings and other disputes in the aggregate will not have a material adverse effect on our ~~business, results of operations,~~condensed consolidated financial condition, or liquidity. However, regardless of the outcome, resolving legal proceedings and other disputes can have an adverse impact on us because of legal costs, diversion of management's time and resources, and other factors.statements included herein.

Item 1A. RISK FACTORS

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. During the three months ended June 30, 2021, there were no material changes to the risks and uncertainties described in the section entitled “Risk Factors” in our Annual Report. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. ~~During~~

Item 5. OTHER INFORMATION

On August 10, 2021, Michael Hotta notified us that he will resign from his position as Chief Financial Officer of the ~~three months ended March 31, 2021, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,”~~Company. The effective date of ~~our Annual Report on Form 10-K for the year ended December 31, 2020.~~his resignation will be September 3, 2021.

Table of Contents

Item 6. EXHIBITS



~~31.1~~31.1*	Certification of Principal Executive Officer Pursuant to Rule ~~13a-14(d)~~13a-14(a) / 15d-14(a) of the Securities Exchange Act of ~~1934.~~1934, as amended.

~~31.2~~31.2*	Certification of Principal Financial Officer Pursuant to Rule ~~13a-14(d)~~13a-14(a) / 15d-14(a) of the Securities Exchange Act of ~~1934.~~1934, as amended.

~~32.1~~32.1**	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section ~~1350.~~1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Art of 2002.

~~32.2~~32.2**	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section ~~1350.~~1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Art of 2002.

~~101.INS~~101.INS*	Inline XBRL Instance Document

~~101.SCH~~101.SCH*	Inline XBRL Taxonomy Extension Schema Document

~~101.CAL~~101.CAL*	Inline XBRL Taxonomy Extension Calculation Document

~~101.DEF~~101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase

~~101.LAB~~101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document

~~101.PRE~~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.

1922

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.

~~May 3,~~August 11, 2021		/s/ ~~Michael~~MICHAEL S. ~~Hotta~~HOTTA
Date		Michael S. Hotta
		Chief Financial Officer
		(Principal Financial Officer)

2023

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description


31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)

31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934, as amended. (1)

32.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section ~~1350.~~1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)

32.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section ~~1350.~~1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)

101.INS		Inline XBRL Instance Document (1)

101.SCH		Inline XBRL Taxonomy Extension Schema Document (1)

101.CAL		Inline XBRL Taxonomy Extension Calculation Document (1)

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase (1)

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document (1)

101.PRE		Inline XBRL Taxonomy Extension Presentation Link Document (1)

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

~~(1) Filed herewith.~~

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

(1)	Filed herewith.

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

2124

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

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

Class		Outstanding at ~~April 21,~~July 27, 2021
Common Stock, no par value		~~19,432,398~~19,445,666 shares

Cautionary Note Regarding Forward-Looking Statements~~TABLE OF CONTENTS~~	3

PART I. FINANCIAL INFORMATION	35

Item 1. Condensed Consolidated Financial Statements (unaudited)	35

Condensed Consolidated Balance Sheets, ~~March 31,~~June 30, 2021 and December 31, 2020 (audited)	35

Condensed Consolidated Statements of Operations and Comprehensive ~~Loss,~~Income, Three Months Ended ~~March 31,~~June 30, 2021 and 2020	46

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), Six Months Ended June 30, 2021 and 2020	7

Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	58

Condensed Consolidated Statements of Cash Flows, ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020	69

Notes to Condensed Consolidated Interim Financial Statements	710

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

~~Cautionary Note Regarding Forward-Looking Statements~~	1716

Item 3. Quantitative and Qualitative Disclosures About Market Risk	1821

Item 4. Controls and Procedures	1821

PART II. OTHER INFORMATION	1921

Item 1. Legal ~~Proceedings~~Proceeding	1921

Item 1A. Risk Factors	1921

Item 5. Other Information	21

Item 6. Exhibits	1922

Signature	2023

EXHIBIT INDEX	2124


Exhibit 31.1
Exhibit 31.2
Exhibit ~~31.2~~32.1
Exhibit ~~32.1~~32.2
Exhibit ~~32.2~~101
~~Exhibit 101~~

	March 31,			December 31,
	2021			2020			June 30,			December 31,
	(unaudited)			(audited)			2021			2020
	(in thousands except share data)						(unaudited)			(audited)
							(in thousands)
CURRENT ASSETS
Cash	$	458		$	869		$	6,005		$	869
Accounts receivable, net		1,493			1,362			1,336			1,362
Prepaid expenses and other assets		138			80			167			80
Assets held for sale		7,336			7,440			3,134			7,440
Total current assets		9,425			9,751			10,642			9,751

PROPERTY		51,988			51,956			51,414			51,956
Accumulated depreciation		(33,745	)		(33,445	)		(33,789	)		(33,445	)
Property, net		18,243			18,511			17,625			18,511

OTHER ASSETS
Deferred development costs		8,943			8,901			8,964			8,901
Other noncurrent assets		1,287			1,307			1,222			1,307
Total other assets		10,230			10,208			10,186			10,208

TOTAL ASSETS	$	37,898		$	38,470		$	38,453		$	38,470

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	985		$	899		$	441		$	899
Payroll and employee benefits		451			970			699			970
Long-term debt, current portion		800			200			0			200
Accrued retirement benefits, currernt portion		165			165			165			165
Deferred revenue, current portion		472			260			447			260
Other current liabilities		508			453			407			453
Total current liabilities		3,381			2,947			2,159			2,947

LONG-TERM LIABILITIES
Accrued retirement benefits		10,232			10,926			10,091			10,926
Deferred revenue		1,733			1,767			1,700			1,767
Deposits		2,636			2,680			2,355			2,680
Other noncurrent liabilities		75			83			75			83
Total long-term liabilities		14,676			15,456			14,221			15,456

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock--no par value, 43,000,000 shares authorized, 19,351,489 and 19,311,528 shares issued and outstanding		81,972			81,485
Common stock--no par value, 43,000,000 shares authorized, 19,361,856 and 19,311,528 shares issued and outstanding								82,104			81,485
Additional paid-in-capital		9,184			9,184			9,184			9,184
Accumulated deficit		(49,838	)		(48,904	)		(47,959	)		(48,904	)
Accumulated other comprehensive loss		(21,477	)		(21,698	)		(21,256	)		(21,698	)
Total stockholders' equity		19,841			20,067			22,073			20,067
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	37,898		$	38,470		$	38,453		$	38,470

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

Balance, January 1, 2021		19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067			19,312		$	81,485		$	9,184		$	(48,904	)	$	(21,698	)	$	20,067
Share-based compensation		60			748			163									911			60			748			163			0			0			911
Vested restricted stock issued		14			163			(163	)								-			14			163			(163	)		0			0			0
Shares canceled to pay tax liability		(34	)		(424	)											(424	)
Shares cancelled to pay tax liability																				(34	)		(424	)		0			0			0			(424	)
Other comprehensive income - pension														221			221						0			0			0			221			221
Net loss											(934	)					(934	)					0			0			(934	)		0			(934	)
Balance, March 31, 2021		19,352		$	81,972		$	9,184		$	(49,838	)	$	(21,477	)	$	19,841			19,352			81,972			9,184			(49,838	)		(21,477	)		19,841

Share-based compensation																				0			0			184			0			0			184
Vested restricted stock issued																				15			184			(184	)		0			0			0
Shares cancelled to pay tax liability																				(5	)		(52	)		0			0			0			(52	)
Other comprehensive income - pension																							0			0			0			221			221
Net income																							0			0			1,879			0			1,879
Balance, June 30, 2021																				19,362		$	82,104		$	9,184		$	(47,959	)	$	(21,256	)	$	22,073


Balance, January 1, 2020		19,238		$	80,606		$	9,184		$	(46,300	)	$	(20,798	)	$	22,692			19,238		$	80,606		$	9,184		$	(46,300	)	$	(20,798	)	$	22,692
Share-based compensation		68			865			186									1,051			68			865			186			0			0			1,051
Vested restricted stock issued		17			186			(186	)								-			17			186			(186	)		0			0			0
Shares canceled to pay tax liability		(42	)		(522	)											(522	)
Shares cancelled to pay tax liability																				(42	)		(522	)		0			0			0			(522	)
Other comprehensive income - pension														206			206						0			0			0			206			206
Net loss											(1,074	)					(1,074	)					0			0			(1,074	)		0			(1,074	)
Balance, March 31, 2020		19,281		$	81,135		$	9,184		$	(47,374	)	$	(20,592	)	$	22,353			19,281			81,135			9,184			(47,374	)		(20,592	)		22,353

Share-based compensation																				0			0			163			0			0			163
Vested restricted stock issued																				14			163			(163	)		0			0			0
Shares cancelled to pay tax liability																				(4	)		(47	)		0			0			0			(47	)
Other comprehensive income - pension																							0			0			0			206			206
Net loss																							0			0			(157	)		0			(157	)
Balance, June 30, 2020																				19,291		$	81,251		$	9,184		$	(47,531	)	$	(20,386	)	$	22,518

	Three Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands)						(in thousands)

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(513	)	$	1,453
NET CASH PROVIDED BY OPERATING ACTIVITIES							$	1,691		$	435

CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of long-term assets								4,203			0
Proceeds from investment								13			894
Payments for property and deferred development costs		(74	)		(48	)		(94	)		(68	)
NET CASH PROVIDED BY INVESTING ACTIVITIES								4,122			826

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		600			700			600			947
Payments on long-term debt		-			(1,500	)		(800	)		(1,982	)
Debt and common stock issuance costs and other		(424	)		(522	)		(477	)		(569	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		176			(1,322	)
NET CASH USED IN FINANCING ACTIVITIES								(677	)		(1,604	)

NET (DECREASE) INCREASE IN CASH		(411	)		83
NET INCREASE (DECREASE) IN CASH								5,136			(343	)
CASH AT BEGINNING OF PERIOD		869			683			869			683
CASH AT END OF PERIOD	$	458		$	766		$	6,005		$	340

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:	$	5		$	14		$	8		$	19