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MAUI LAND & PINEAPPLE CO INC

MAUI LAND & PINEAPPLE CO INCMLPEarnings & Financial Report

NYSE · Real Estate · Real Estate

Maui Land & Pineapple Company, Inc. is a land holding and operating company founded in 1909 and based in Kapalua, Hawaii, United States. It owns approximately 24,300 acres (100 km2) on the island of Maui. It develops, sells, and manages residential, resort, commercial and industrial real estate; and operates retail and utility operations at the Kapalua Resort. ML&P also owns and manages the 8,304-acre (33.61 km2) Puʻu Kukui Watershed Preserve, one of the largest private nature preserves in th...

What changed in MAUI LAND & PINEAPPLE CO INC's 10-K — 2023 vs 2024

Top changes in MAUI LAND & PINEAPPLE CO INC's 2024 10-K

111 paragraphs added · 101 removed · 69 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Kapalua Makai is a 37-acre future project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park. The land has State and County land use entitlements to deliver up to up to 573 residences, 349 hotel units, and new commercial and/or resort amenities.
Kapalua Makai is a 37-acre project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park. The land has State and County land use entitlements to deliver up to up to 573 residences, 349 hotel units, and new commercial and/or resort amenities.
We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors. Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor section of the website.
We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors (“the Board”). Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor section of the website.
We own approximately 22,300 acres of land and 268,000 square feet of commercial property on the island of Maui, Hawai‘i which we put into productive use by planning, managing, developing, and selling residential, resort, commercial, agricultural, and industrial real estate through three business segments: Land Development & Sales : Our land development and sales operations consist of land planning and entitlement, development, and sales activities.
We own approximately 22,300 acres of land and 247,000 square feet of commercial property on the island of Maui, Hawai‘i which we put into productive use by planning, managing, developing, and selling residential, resort, commercial, agricultural, and industrial real estate through three business segments: Land Development & Sales : Our land development and sales operations consist of land planning and entitlement, development, development related construction, and sales activities.
We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the Security and Exchange Commission’s website at www.sec.gov.
We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC’s website at www.sec.gov.
Our Leasing segment operations are highly sensitive to economic conditions, including tourism and consumer spending levels, and faces substantial competition from other property owners in both Maui and Hawai‘i as a whole. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand for our potable and non-potable water.
Our Leasing segment is highly sensitive to economic conditions, including tourism and consumer spending levels, and faces substantial competition from other property owners in both Maui and Hawai‘i as a whole. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand and associated availability for our potable and non-potable water.
The remaining project area encompasses approximately 930 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, 19 condominium units, resort amenities, and an additional golf course or recreational space. As of this filing, planning and pre-development efforts are underway on the project.
The remaining project area encompasses approximately 930 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, resort amenities, and an additional golf course or recreational space. As of this filing, planning and pre-development efforts are underway for the project.
Leasing Our Leasing segment operations include commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to stewardship and conservation efforts.
Leasing Our Leasing segment includes commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to watershed stewardship and conservation efforts.
In addition to strategic planning of our entire asset portfolio, we have approximately 1,050 acres of land on Maui that are in various stages of active planning and development process.
In addition to strategic planning of our entire asset portfolio, we have approximately 7,985 acres of land on Maui that are in various stages of active planning and development process.
Resort Amenities 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 amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center as well as a private pool-side dining beach club.
Resort Amenities 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 amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses.
Revenues from our Resort Amenities segment totaled $0.8 million, or approximately 7% of our total operating revenues for the year ended December 31, 2023. The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.
Revenues from our Resort Amenities segment totaled $1.4 million, or approximately 12% of our total operating revenues for the year ended December 31, 2024. The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.
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 in the Kapalua Resort.
Resort Amenities : Our resort amenities operations include the operations of the Kapalua Club, a private, non-equity club, providing its members special programs, access, and other privileges at certain amenities in the Kapalua Resort.
Employees We had ten employees at December 31, 2023, of which seven were full-time employees none of whom are members of a collective bargaining group. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees.
Employees As of December 31, 2024, we had fifteen employees, fifteen of which were full-time employees. None of our employees are members of a collective bargaining group. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees.
Revenues from our Leasing segment totaled $8.5 million, or approximately 78% of our total operating revenues for the year ended December 31, 2023. Commercial and Industrial Leases – We are the owner and lessor of approximately 267,747 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities.
Revenues from our Leasing segment totaled $9.6 million, or approximately 83% of our total operating revenues for the year ended December 31, 2024. Commercial and Industrial Leases – We are the owner and lessor of approximately 247,328 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities.
The property is located directly upslope of the existing resort development. The first phase of Kapalua Mauka, consisting of 51 residential lots, was subdivided, sold to a developer, and has since been completed.
Kapalua Mauka was master planned and entitled in 2008 as a luxury single-family residential neighborhood within Kapalua Resort. The property is located directly upslope of the existing resort development. The first phase of Kapalua Mauka, consisting of 51 residential lots, was subdivided, sold to a developer, and has since been completed.
The joint venture is currently underway to develop approximately 31 acres in Hali‘imaile Town to be sold as ranch lots As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners or a combination of these methods.
As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners, other sources, or a combination of these methods.
Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort. It is comprised of 46 acres and State and County land use entitlements have been secured for this project. The project is currently planned to include up to 196 residential units and 61,000 square feet of commercial space.
As of this filing, planning efforts are in process the project. Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort. It is comprised of 46 acres and State and County land use entitlements have been secured for this project.
The following summarizes information related to our commercial and industrial leases as of December 31, 2023: Total Average Lease Square Occupancy Expiration Footage Percentage Dates Kapalua Resort 74,700 85% 2024 - 2032 Other West Maui 55,450 68% 2024 - 2034 Upcountry Maui 137,597 71% 2024 - 2032 2 Table of Contents Agricultural Leases – We are the lessor of approximately 11,000 acres of diversified agriculture, renewable energy, eco tours, and activities land leases in West and Upcountry Maui.
The following summarizes information related to our commercial, retail and industrial leases as of December 31, 2024: Total Average Lease Square Occupancy Expiration Footage Percentage Dates Kapalua Resort 72,169 85% 2025-2032 Other West Maui 40,050 98% 2025-2034 Upcountry Maui 135,109 82% 2025-2032 2 Table of Contents Agricultural Leases – We own, market, and lease approximately 10,300 acres of diversified agriculture, ranching, renewable energy, eco tours, and activities in West and Upcountry Maui.
The following is a summary of our active development projects as of December 31, 2023: Location Approximate Number of Acres Zoned for Planned Use Projected Start/End Dates West Maui - Kapalua Central Resort 50 Yes 2024 - 2031 West Maui – Kapalua Mauka 930 Yes 2024 - 2034 West Maui – Kapalua Makai 40 Yes 2024 - 2034 Hali‘imaile Ranch Lots 30 Yes 2024 - 2031 We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit: West Maui - Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s.
The following is a summary of our active land development projects as of December 31, 2024: Approximate Zoned for Approximate Project Location/Project Number of Acres Planned Use Start/End Dates Upcountry Maui - Baldwin Ranch Estates Phase 2 (JV) 31 Yes 2024-2025 West Maui - Kapalua Resort - Makai 37 Yes 2024-2034 West Maui - Kapalua Resort - Central 46 Yes 2024-2031 West Maui - Kapalua Resort - Mauka 927 Yes 2024-2034 West Maui - State Temporary Housing 50 Yes 2024-2026 Upcountry Maui - Hali'imaile Ranch 325 Yes 2024-2031 West Maui - Honokeana Farms 1,503 Yes 2024-2033 West Maui - Kapalua Ranch 915 Yes 2025-2030 Upcountry Maui - Hali‘imaile Farms 757 Yes 2025-2034 West Maui - Kahana Farms 3,046 Yes 2025-2036 Upcountry Maui - Hali‘imaile Farm Land 348 Yes 2025-2035 Total 7,985 We are engaged in planning, permitting and entitlement activities of real estate development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit: West Maui - Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s.
As of this filing, we are underway with master planning for all land in Hali‘imaile. In December 2023, we entered into a joint venture, BRE2 LLC, with Stone Properties, a Maui based developer.
Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan. As of this filing, we are underway with development activities including planning, design, and subdivision for all land in Hali‘imaile. In December 2023, we entered into a joint venture, BRE2 LLC, with Stone Properties, a Maui based developer.
The following is a summary of our landholdings in approximate number of acres as of December 31, 2023: West Maui Upcountry Maui Total Commercial/Industrial 22 - 22 Residential 933 933 Agricultural 9,481 1,500 10,981 Conservation/watershed 10,350 - 10,350 Total 20,786 1,500 22,286 Revenues from our Real Estate segment totaled $1.6 million, or approximately 15% of our total operating revenues for the year ended December 31, 2023.
The following is a summary of our landholdings in approximate number of acres as of December 31, 2024: West Maui Upcountry Maui Total Commercial/Industrial 19 - 19 Residential/Resort/Mixed-use 866 - 866 Agricultural 8,871 1,485 10,356 Conservation/watershed 11,045 - 11,045 Total 20,801 1,485 22,286 Revenues from our Land Development and Sales segment totaled approximately $520,000, or 5% of our total operating revenues for the year ended December 31, 2024.
In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On April 11, 2023, we allowed terms of the agreement to expire and regained control of the project from the developer. We are currently processing an extension of a Special Management Area (“SMA”) permit issued by the County of Maui.
The project is currently planned to include up to 196 residential units and 61,000 square feet of commercial space. In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On April 11, 2023, we regained control of the project from the buyer.
We own approximately 1,463 acres in Hali‘imaile zoned for agriculture, light industrial, and business which is in the federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone. Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan.
Upcountry Maui - Hali'imaile Town: Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town. We own approximately 1,485 acres in Hali‘imaile zoned for agriculture, light industrial, and business. The majority of this land is in the federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone.
We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community. Land Development and Sales was previously named Real Estate.
We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community. 1 Table of Contents In 2024, under new leadership, our primary activities in this segment focused on the marketing and sale of non-strategic parcels and initiating the development of active projects.
We are actively working with our consultants and engaging with the community in preparation for the permit extension review, which is anticipated to occur in 2024. Concurrently, we are negotiating a joint venture to advance development of the property. Kapalua Mauka was master planned and entitled in 2008 as a luxury single-family residential golf course neighborhood within Kapalua Resort.
We are currently processing an extension of a Special Management Area (“SMA”) permit issued by the County of Maui. We are actively working with our consultants and engaging with the community in preparation for the permit extension, which is anticipated to occur in 2025 or 2026.
Removed
The name change of the segment better represents the mission, vision and direction of the Company consistent with the leadership transition that occurred in April 2023.
Added
The joint venture developed approximately 31 acres in Hali‘imaile Town into two ranch lots. The LLC sold one ranch lot during the year ended December 31, 2024. The second ranch lot sold and closed in February 2025.
Removed
There is no impact to prior reporting due to this segment name change. 1 Table of Contents In 2023, under new leadership, our primary activity in this segment focused on market research and master planning of all owned land.
Removed
As of this filing, master planning and pre-development efforts are underway on the project. Upcountry Maui - Hali'imaile Town : Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town.
Removed
The 2023 Maui wildfires negatively impacted leasing revenues in West Maui and led us to provide rent relief to certain tenants.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices. The average daily trading volume in our common stock for the year ended December 31, 2023 was approximately 26,000 shares.
Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices. The average daily trading volume in our common stock for the year ended December 31, 2024 was approximately 19,000 shares.
Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2023.
Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2024.
Our stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the Securities and Exchange Commission (the “SEC”) from time to time.
Our stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the SEC from time to time.
The funded status and our ability to satisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants.
The Board approved the termination of the Defined Plan and the Non-qualified Plan in 2023 . The funded status and our ability to satisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants.
Risks Relating to our Stock Our stock price has been subject to significant volatility. During the year ended December 31, 2023, the low and high share prices of our common stock ranged from $8.66 to $16.09. Our stock price has been, and may continue to be, subject to significant volatility.
Risks Relating to our Stock Our stock price has been subject to significant volatility. During the year ended December 31, 2024, the low and high share prices of our common stock ranged from $16.43 to $26.01. Our stock price has been, and may continue to be, subject to significant volatility.
In addition, if our common stock is delisted, it would violate the covenants of our credit facility. 9 Table of Contents We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.
If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates. 9 Table of Contents We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.
Removed
If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates. If we do not meet the continued listing requirements of the NYSE , our common stock may be delisted. Our common stock is currently listed on the NYSE.
Removed
If we are unable to maintain compliance with the NYSE’s continued listing standards the NYSE may take action to delist our common stock.
Removed
Delisting could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducing the number of investors willing to hold or acquire our common stock, and limiting our ability to issue additional securities or obtain additional financing in the future, and might negatively impact our reputation and, consequently, our business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our IT Manager, who has twenty-five years of experience. 10 Table of Contents
Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our IT Manager, who has twenty-five years of experience in cybersecurity, networking and system engineering. 10 Table of Contents
Governance Our board of directors oversees the Company’s cybersecurity risk management as part of its general oversight function. The Audit committee is responsible for overseeing our cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats.
The Audit committee is responsible for overseeing our cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Audit Committee periodically reports to the Board regarding the committee’s oversight of cybersecurity risk matters.
We are subject to cybersecurity threats that could have a material adverse impact on our results of operations, financial condition, and liquidity, as further discussed in Item 1A “Risk Factors” under the headings “Risks Related to Our Business.” We are not aware of having experienced any cybersecurity threats or incidents to date that have materially affected or are reasonably likely to materially affect our business, results of operation or financial condition.
We are not aware of having experienced any cybersecurity threats or incidents to date that have materially affected or are reasonably likely to materially affect our business, results of operation or financial condition. Governance Our Board oversees the Company’s cybersecurity risk management as part of its general oversight function.

Item 2. Properties

Properties — owned and leased real estate

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These properties generate leasing revenue from commercial, industrial, and agricultural leasing. We have pledged certain of our real estate properties in the Kapalua Resort as security for borrowings under our credit facility. We own our corporate office located in the Kapalua Resort in West Maui.
These properties generate leasing revenue from commercial, industrial, and agricultural leasing. We have pledged certain of our real estate properties in the Kapalua Resort as security for borrowings under our credit facility. We own our corporate offices located in the Kapalua Resort in West Maui and in Upcountry Maui.
The following is a summary of the approximate acreage of our landholdings as of December 31, 2023: Acres West Maui 20,800 Upcountry Maui 1,500 Total 22,300 Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet.
The following is a summary of the approximate acreage of our landholdings as of December 31, 2024: Acres West Maui 20,801 Upcountry Maui 1,485 Total 22,286 Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet.
It includes approximately 900 acres of entitled lands within the 3,000-acre Kapalua Resort. Leasing revenue is generated from restaurants, retail outlets, office buildings, warehouses, and other resort activities. The remaining lands consist of former pineapple fields, gulches, undeveloped coastal and forest areas, and our 9,000-acre conservation watershed preserve.
It includes approximately 900 acres of land entitled for commercial, residential, hotel, or other mixed-use development within the Kapalua Resort. Leasing revenue is generated from restaurants, retail outlets, office buildings, warehouses, and other resort activities. The remaining lands consist of former pineapple fields, gulches, undeveloped coastal and forest areas, and our 9,000-acre conservation watershed preserve.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Although the results of these ordinary course matters cannot be predicted with certainty, we believe the final outcome of these ordinary course legal proceedings will not, individually or in the aggregate, have a material adverse effect on our operations, financial position or cash flows. Item 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Although the results of these ordinary course matters cannot be predicted with certainty, we believe the final outcome of these ordinary course legal proceedings will not, individually or in the aggregate, have a material adverse effect on our operations, financial position or cash flows.
The Company is awaiting comments, feedback and approval from the State of Hawai‘i at the time of filing the Form 10-K. 11 Table of Contents We have accrued approximately $23,000 related to the administrative penalty as of December 31, 2023.
The Company continues to make progress with the DOH and is awaiting approval of submitted engineering and design drawings from the State of Hawai‘i at the time of filing the Form 10-K. 11 Table of Contents We have accrued approximately $23,000 related to the administrative penalty as of December 31, 2024.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Our assumptions and estimates could be subject to significant change because of the long-term nature of our development plans and the uncertainty of when or if certain projects will be developed. • Assets are classified as held for sale when (i) management approves and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Our assumptions and estimates could be subject to significant change because of the long-term nature of our development plans and the uncertainty of when or if certain projects will be developed. • Assets are classified as held for sale when (i) management approves and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Sales of real estate assets that are considered peripheral or incidental transactions to our ongoing major or central operations are reflected as net gains or losses in our consolidated statements of operations and comprehensive income. • If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on our operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations.
Sales of real estate assets that are considered peripheral or incidental transactions to our ongoing major or central operations are reflected as net gains or losses in our consolidated statements of operations. • If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on our operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations.
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 Annual Report, particularly in the section entitled “ Cautionary Note Regarding Forward-Looking Statements. ” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.
Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “ Cautionary Note Regarding Forward-Looking Statements. ” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.
LIQUIDITY AND CAPITAL RESOURCES We had cash on hand of $5.7 million and $8.5 million at December 31, 2023 and 2022, respectively. We hold deposit accounts with several local banks in Hawai‘i. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.
LIQUIDITY AND CAPITAL RESOURCES We had cash on hand of $6.8 million and $5.7 million at December 31, 2024 and 2023, respectively. We hold deposit accounts with several local banks in Hawai‘i. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.
The increase in leasing operating costs and expenses for the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to higher property maintenance costs for our commercial leasing portfolio properties and the hiring of a property management and leasing firm to grow our leasing portfolio and the associated start-up costs and fees.
The increase in leasing operating costs and expenses for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to higher insurance costs and property maintenance costs for our commercial leasing portfolio properties and the hiring of a property management and leasing firm to grow our leasing portfolio and the associated start-up costs and fees.
We intend to hold our bond investments until maturity. We also had $15.0 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”) as of December 31, 2023 and 2022, respectively.
We intend to hold our bond investments until maturity. We also had $12.0 million and $15.0 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”) as of December 31, 2024 and 2023, respectively.
There were no significant real estate development expenditures during the years ended December 31, 2023 and 2022, respectively. Real estate development and sales are cyclical and depend on several factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment.
There were no significant real estate development expenditures during the years ended December 31, 2024 and 2023, respectively. Land Development and Sales activities are cyclical and depend on several factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment.
While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Lahaina wildfire have accelerated our efforts to get land into productive use to meet these critical needs. 14 Table of Contents LEASING Years Ended December 31, 2023 2022 (in thousands) Operating revenues $ 8,461 $ 8,513 Operating costs and expenses (4,420 ) (3,598 ) Operating income $ 4,041 $ 4,915 Operating revenues from leasing activities for the year ended December 31, 2023, were comprised of $5.9 million from commercial, industrial, and agricultural leases, $0.8 million of licensing fees from our registered trademarks and trade names, $ 1.5 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed, compared to $6.1 million from commercial, industrial, and agricultural leases, $1.0 million of licensing fees from our registered trademarks and trade names, $1.0 million from potable and non-potable water system sales and $0.4 million for grant revenues from the State of Hawai‘i for conservation management for the year ended December 31, 2022.
While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Lahaina wildfire have accelerated our efforts to get land into productive use to meet these critical needs. 15 Table of Contents LEASING Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 9,621 $ 8,461 Operating costs and expenses (5,006 ) (4,420 ) Operating income $ 4,615 $ 4,041 Operating revenues from leasing activities for the year ended December 31, 2024, were comprised of $8.0 million from commercial, industrial, and agricultural leases, $0.2 million of licensing fees from our registered trademarks and trade names, $1.1 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed, compared to $5.9 million from commercial, industrial, and agricultural leases, $0.8 million of licensing fees from our registered trademarks and trade names, $1.5 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed for the year ended December 31, 2023.
There were no accrued interest receivable on held-to-maturity debt securities at December 31, 2023. • Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of operations and comprehensive income.
There were no accrued interest receivable on held-to-maturity debt securities at December 31, 2024. • Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of operations.
As the COVID-19 pandemic waned, visitor traffic to Maui was increasing and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until August 8, 2023, the date of the devastating Maui wildfires.
As the COVID-19 pandemic waned, visitor traffic to Maui was increasing and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until August 8, 2023, the date of the devastating Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants.
RESORT AMENITIES Years Ended December 31, 2023 2022 (in thousands) Operating revenues $ 828 $ 847 Operating costs and expenses (1,532 ) (1,547 ) Operating loss $ (704 ) $ (700 ) 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 fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses.
RESORT AMENITIES Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 1,424 $ 828 Operating costs and expenses (1,477 ) (1,532 ) Operating income (loss) $ (53 ) $ (704 ) 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 fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses.
We were in compliance with the covenants under the Credit Facility at December 31, 2023. Cash Flows Net cash flow provided by (used in) our operating activities totaled ($1.4) million and $6.3 million for the years ended December 31, 2023 and 2022, respectively.
We were in compliance with the covenants under the Credit Facility at December 31, 2024. Cash Flows Net cash flow provided by (used in) our operating activities totaled $0.4 million and ($1.4) million for the years ended December 31, 2024 and 2023, respectively.
Item 6. [RESERVED] Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our Annual Report on Form 10-K and audited consolidated financial statements and related notes are for the year ended December 31, 2023. The following discussion contains forward-looking statements that involve risks and uncertainties.
Item 6. [RESERVED] Item 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our Annual Report on Form 10-K and audited consolidated financial statements and related notes are for the year ended December 31, 2024. The following discussion contains forward-looking statements that involve risks and uncertainties.
We rely on the financial strength and stability of these banks and have no reason to believe that our deposits would be unavailable on demand. Our investments consisted of corporate bond securities maturing over various dates through June 2025. The fair value of our investments was $3.1 million at December 31, 2023.
We rely on the financial strength and stability of these banks and have no reason to believe that our deposits would be unavailable on demand. Our investments consisted of corporate bond securities maturing over various dates through the end of 2025. The fair value of our investments was $2.7 million at December 31, 2024.
The Club has undergone restructuring in 2023 and revised policies and practices have been implemented to reduce the impact of the amenity fees and to better match club dues with club expenses. The Club has begun accepting new membership applications beginning late 2023.
The Club was restructured in 2023 and revised policies and practices were implemented to reduce the impact of the amenity fees and to better match club dues with club expenses. The Club has begun accepting new membership applications beginning late 2023.
The decrease in operating revenues for year ended December 31, 2023, compared to the year ended December 31, 2022, was due to the refunds of membership fees during a two-month period following the Maui wildfires on August 8, 2023 as Club operations were temporarily closed.
The increase in operating revenues for year ended December 31, 2024, compared to the year ended December 31, 2023, was due to the increase in members in 2024. Following the Maui wildfires on August 8, 2023, the Kapalua Club operations were temporarily closed. Additionally, the Kapalua Club issued refunds of membership fees during a two-month period following the wildfires.
A detailed discussion of our defined benefit pension plans is contained in Note 7 to our financial statements set forth in Item 8 of this Annual Report. 17 Table of Contents • Stock options were issued to the Chairman of the Board and the Board of Directors.
A detailed discussion of our defined benefit pension plans is contained in Note 7 to our financial statements set forth in Item 8 of this Annual Report. 18 Table of Contents • Stock options were issued to the Chairperson of the Board, members of the Board, and the Chief Executive Officer.
Tourist traffic has started increasing again post wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 2024 to 2025.
Revenue recognized from percentage rents and land licensing in 2024 amounted to $2.3 million as compared to $2.2 million in 2023, an increase of $0.1 million. Tourist traffic has started increasing again post wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 2025 to 2026.
Interest income from our investment portfolio was $0.5 million and $0.1 million during the years ended December 31, 2023 and 2022, respectively. Our bond investments yielded approximately 5.7% and 5.0% in aggregate at December 31, 2023 and 2022, respectively.
Minimum funding contributions to our defined benefit pension plan were not required during the year ended December 31, 2024 or 2023. Interest income from our investment portfolio was $0.3 million and $0.5 million during the years ended December 31, 2024 and 2023, respectively. Our bond investments yielded approximately 5.6% and 5.7% in aggregate at December 31, 2024 and 2023, respectively.
A settlement charge of $7.5 million was recognized in pension expense for the year ended December 31, 2022 as a result of the annuity purchase. 15 Table of Contents SHARE-BASED COMPENSATION PLANS The Company accounts for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates.
An estimated settlement charge (non-cash GAAP expense) between $7.0 million to $8.0 million will be recognized at the time of final annuitization and plan termination. 16 Table of Contents SHARE-BASED COMPENSATION PLANS The Company accounts for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates.
Future Cash Inflows and Outflows The Company entered into a joint venture, BRE2 LLC with Stone Properties, a Hawai‘i based LLC to develop and sell ranch lots in Hali‘imaile, Hawai‘i. We anticipate sales of the ranch lots to be $4.1 million and $2.2 million being our share of sales proceeds which will occur in late 2024 to mid 2025.
Future Cash Inflows and Outflows In 2023, the Company entered into a joint venture, BRE2 LLC with Stone Properties, a Hawai‘i based LLC to develop and sell ranch lots in Hali‘imaile, Hawai‘i. The first lot sold for $1.8 million in December 2024 and the second lot sold for $2.4 million in February 2025.
The change in timing provides for the Company to do lump sum payments, the total to be determined by participant election, in the third or fourth quarters of 2024 and final annuitization of plan participants to take place in the first or second quarters of 2025.
The change in timing allowed for the Company to issue lump sum distributions in the fourth quarter of 2024 amounting to approximately $1.1 million and final annuitization of plan participants to take place in the first and second quarters of 2025.
The valuation expense is reviewed and approved by the Company’s Audit Committee and valuation expenses are recognized over the duration of the exercisable period of the issuances. • Management calculates the income tax provision, current and deferred income taxes, and tax credits along with the valuation allowance based upon various complex estimates and interpretations of income tax laws and regulations.
The valuation expense is reviewed and approved by the Company’s Audit Committee and valuation expenses are recognized over the duration of the exercisable period of the issuances.
OTHER INCOME Investment income of approximately $0.5 million and $0.1 million was earned from our money market and bond investment portfolio during the years ended December 31, 2023 and 2022, respectively In July 2023, we received $0.2 million of cash collateral returned from an owner-controlled insurance program of our partnership interest in Kapalua Bay Holdings, LLC (“KBH”).
OTHER INCOME Investment income of approximately $0.3 million and $0.5 million was earned from our money market and bond investment portfolio during the years ended December 31, 2024 and 2023, respectively We also recorded approximately $0.6 million of return of equity from our investment in the BRE2 LLC joint venture during the year ended December 31, 2024.
The impact of forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. INTEREST EXPENSE There were no outstanding borrowings on our credit facility with a bank at December 31, 2023 and 2022. On December 31, 2023 and 2022, interest rates on our credit facility were 7.38% and 6.38%, respectively.
INTEREST EXPENSE There was $3.0 million of borrowings outstanding on our credit facility with a bank at December 31, 2024. There were no borrowings outstanding at December 31, 2023. On December 31, 2024 and 2023, interest rates on our credit facility were 6.375% and 7.38%, respectively. Interest expense paid during the year ended December 31, 2024 equaled approximately $55,000.
A detailed discussion of significant litigation matters and contingencies is contained in Note 9 to our financial statements set forth in Item 8 of this Annual Report. IMPACT OF INFLATION AND CHANGING PRICES Most land holdings we own were acquired from 1911 to 1932 and are carried at cost.
A detailed discussion of significant litigation matters and contingencies is contained in Note 9 to our financial statements set forth in Item 8 of this Annual Report. • The construction contract for the Honokeana Homes Temporary Housing Project follows the cost to cost accounting method.
At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost. OFF-BALANCE SHEET ARRANGEMENTS As of December 31, 2023, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
IMPACT OF INFLATION AND CHANGING PRICES Most land holdings we own were acquired from 1911 to 1932 and are carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.
The decrease in our consolidated operating income for the year ended December 31, 2023 compared to year ended December 31, 2022 was attributed to decreased sales of real estate inventory during the year.
The increase in our land development and sales revenues and expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 was attributed to sales of non-strategic remnant real estate inventory and construction revenues and expenses for the Honokeana Homes Temporary Housing Project incurred during the year.
All 10,350 acres of land in perpetual conservation are along the West Maui coastline, including the largest private nature preserve in Hawai‘i where the focus is to ensure rainfall capture in the pristine native forest to replenish the aquifers. 13 Table of Contents RESULTS OF OPERATIONS Comparison of Years Ended December 31, 2023 and 2022 CONSOLIDATED Years Ended December 31, 2023 2022 (in thousands except share amounts) Operating revenues $ 10,915 $ 20,960 Segment operating costs and expenses (6,547 ) (6,171 ) General and administrative (3,998 ) (2,795 ) Share-based compensation (2,846 ) (1,278 ) Depreciation (869 ) (1,109 ) Operating income (3,345 ) 9,607 Other income 707 71 Pension and other postretirement expenses (436 ) (7,885 ) Interest expense (6 ) (6 ) Net Income (Loss) $ (3,080 ) $ 1,787 Net income (loss) per Common Share $ (0.15 ) $ 0.09 LAND DEVELOPMENT AND SALES Years Ended December 31, 2023 2022 (in thousands) Operating revenues $ 1,626 $ 11,600 Operating costs and expenses (595 ) (1,026 ) Operating income $ 1,031 $ 10,574 Real estate operating revenues include the sales of our real estate inventory.
The Company is focused on continuing to increase the occupancy of these agricultural lands to improve productivity via economic activity and local food production. 14 Table of Contents RESULTS OF OPERATIONS Comparison of Years Ended December 31, 2024 and 2023 CONSOLIDATED Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 11,565 $ 9,289 Segment operating costs and expenses (7,587 ) (6,547 ) General and administrative (4,297 ) (3,998 ) Share-based compensation (6,312 ) (2,846 ) Depreciation (723 ) (869 ) Operating loss (7,354 ) (4,971 ) Gain from derecognition of nonfinancial asset - 1,626 Loss on asset disposal 48 - Other income 924 707 Pension and other postretirement expenses (948 ) (436 ) Interest expense (61 ) (6 ) Net loss $ (7,391 ) (3,080 ) Net loss per Common Share - Basic $ (0.38 ) $ (0.15 ) Net loss per Common Share - Diluted $ (0.38 ) $ (0.15 ) LAND DEVELOPMENT AND SALES Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 520 $ - Operating costs and expenses (1,104 ) (595 ) Operating loss $ (584 ) $ (595 ) Land Development and Sales operating revenues include the sales of our real estate inventory.
The investment was previously written down to zero in 2009. PENSION EXPENSE The termination notification of the Qualified Plan originally made on August 31, 2023, was amended to November 30, 2023.
In February 2025, the joint venture sold the second and final lot of the subdivision for $2.4 million for a 25-acre parcel with usable acreage of 16 acres resulting in a value of $150,000 per usable acre. PENSION EXPENSE The termination notification of the Qualified Plan originally made on August 31, 2023, was amended to November 30, 2023.
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Overview Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawai‘i corporation. The Company reincorporated from Hawai‘i to Delaware pursuant to a plan of conversion completed on July 18, 2022.
Added
Overview We own and manage a diverse portfolio including approximately 22,300 acres of land on the island of Maui, Hawaii along with approximately 247,000 square feet of commercial real estate. For over a century, we have built a legacy of authentic innovation through conservation, agriculture, community building and land management.
Removed
Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share.
Added
Our current portfolio of assets includes unimproved land, entitled land allowing for various residential and mixed-use construction, and completed commercial properties. This past year we began to implement our strategic plan, driven by our steadfast mission of activating our assets into their most productive use.
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Shares of the Company’s common stock are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MLP.” We are a legacy company on Maui, energized by global best practices and local values.
Added
We accelerated a broad spectrum of land development and housing projects crafted to build stronger and more vibrant communities. We continued to strengthen our business foundation with the addition of key experts on our board and management team to ensure we could effectively establish plans for each parcel and self-perform value creating projects.
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The Company owns and stewards approximately 22,300 acres of land on the island of Maui, Hawai‘i along with approximately 268,000 square feet of commercial real estate. Our focus is activating our assets to their most productive use with a mission to meet critical needs and preserve a sense of place for future generations.
Added
In addition, we created a land management team responsible for risk mitigation strategies and productive use of fallow farm and ranch lands throughout our portfolio. Our local team has enhanced our ability to manage assets effectively and execute value-creating projects.
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We have identified critical needs as increasing housing inventory, job creation, water and food security, and renewed connection to people, place, and culture. A leadership transition began in April 2023 with the addition of a CEO and Board Chair, both experienced in real estate planning, development, and asset management.
Added
We also established new office locations in West Maui and Upcountry, enabling our team to be present within the community to foster stronger relationships and ensure responsible stewardship of our assets. 12 Table of Contents In 2024, we advanced efforts to maximize the productivity of our leasable land and commercial properties.
Removed
Between April and December, the transition continued with the addition of three team members with planning, community development, and land management experience. In this new chapter for Maui Land & Pineapple Company, we will build capable, multi-disciplinary team of internal experts and external partners to become a considerate thought-leader who can turn vision into reality.
Added
We identified and addressed critical deferred maintenance in our town centers, allowing us to create spaces for many businesses who lost their location in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue over the past year while adding vibrancy and creating a sense of place in our communities.
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We aim to build trust and deepen relationships through ongoing engagement with stakeholders, community, and other partners. This will enable us to implement scalable, disciplined business processes via a lean team to thoughtfully manage a growing pipeline of projects.
Added
At December 31, 2024, our commercial properties and land were occupied at the following levels: Commercial Real Estate Total Leased 2024 Net increase (decrease) in leased area Sq. ft. Sq. ft. Percent Sq. ft.
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As an initial step by the new leadership team, we have audited our assets under management and available for lease and development.
Added
Industrial 168,880 142,153 84 % 8,591 Office 10,105 10,105 100 % 3,978 Retail 61,004 56,312 92 % (471 ) Residential 7,339 3,000 41 % - Total CRE 247,328 211,570 86 % 12,098 Land Total Leased 2024 Net increase (decrease) in leased area Acres Acres Percent Acres Comm./Ind. 19 19 100 % - Residential 866 12 1 % - Agriculture 10,356 4,653 45 % 1,026 Conservation 11,045 - 0 % - Total Land 22,286 4,684 21 % 1,026 During 2024, the team increased commercial property occupancy from 72% to 86%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers.
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The initial results of this review identified opportunities to increase the level of utilization, occupancy, and stabilized income from our operating assets. 12 Table of Contents As of December 31, 2023, our commercial properties and land were occupied at the following levels: Asset Management Summary (a non-GAAP financial measurement) Total Leased Vacant Commercial Real Estate (CRE) (square feet) Sq. ft.
Added
This effort will continue, along with capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings.
Removed
Percent Industrial 188,171 133,562 71 % 54,609 29 % Office 10,105 6,127 61 % 3,978 39 % Retail 62,134 56,783 91 % 5,351 9 % Residential 7,339 3,000 41 % 4,339 59 % Total CRE 267,749 199,472 74 % 68,277 26 % Total Leased Vacant Land (acres) Acres Percent Acres Percent Comm./Ind. 22 22 100 % - 0 % Residential/Mixed Use 933 12 1 % 921 99 % Agriculture 10,981 3,596 33 % 7,385 67 % Conservation 10,350 - 0 % 10,350 100 % Total Land 22,286 3,630 16 % 18,656 84 % To improve the stable operating revenue from our commercial real estate, we have updated tenanting plans for our properties, with a focus on placemaking in our town centers.
Added
We anticipate cashflow from our commercial properties to increase in the coming years as we reach stabilization, the Maui market continues to recover from the 2023 wildfire, and we complete the tenant improvements and leasing costs inherent with new tenancies.
Removed
Among other things, the plans include tenant improvements designed to improve occupancy and reposition spaces and land with tenancies at market rents. As these plans are implemented, we expect the occupancy of our existing land and commercial real estate portfolio to increase. Our commercial real estate is located in three areas surrounded by our landholdings.
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To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision of large parcels into useful lot sizes, or the addition of infrastructure, enabling it to be placed into productive use.
Removed
Kapalua Village Center is a mixed-use, luxury coastal property offering spaces that foster convenience, well-being, adventure, and culture in the core of Kapalua Resort. Hali‘imaile Town Center is adjacent to Makawao Town and houses an eclectic collection of local businesses, art galleries, and makers spaces, mixed with a renowned Hawai‘i Regional Cuisine restaurant and a Maui distillery.
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In 2024, we completed portfolio-wide strategic plans across all 22,300 acres to prioritize and guide actions of the Company in the forthcoming quarters. Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market.
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Lastly, the ‘Alaeloa Business Center is where agriculture meets adventure in the former pineapple base yard whose tenants primarily steward land and natural resources in West Maui.
Added
In 2024, we listed non-strategic assets for sale and began monetizing them through direct customer sales and a structured partnership approach.
Removed
To establish and execute our land utilization strategies, we intend to make investments in our internal and external teams to ensure we have the capabilities, market research, planning, engineering, and other consultant services necessary.
Added
The plan identified four categories of improved and unimproved land actions as follows in the table below. 13 Table of Contents Category Region Property Approximate Land Area (acres) Current Land Use/Zoning Improvements in process # of Parcels or # of allowable units/lots 1.
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Our primary goal is to establish executable strategies for the conversion of land from current uses to meet the long-term needs of the community, including the provision of land for agriculture and housing in a supply-constrained market. We also intend to identify non-strategic lands for sale and strategic land developments to advance to completion.
Added
Improved Land - Remnant and non-strategic parcels planned for sale West Maui Five Miscellaneous Non-strategic properties 67 Miscellaneous N/A - Complete 5 parcels Upcountry Three Miscellaneous Non-strategic properties 24 Miscellaneous N/A - Complete 3 parcels 2.
Removed
Our landholdings include residential, agricultural and conservation areas. Residential parcels include 83 acres within Kapalua Resort area, zoned for higher density, mixed-use, allowing more than 700 residential units, hospitality, and commercial uses. Also included in Kapalua Resort are 800 acres zoned for lower density residential use of approximately 650 homes.
Added
Improved Land - Property in active marketing for sale and/or development Upcountry Baldwin Ranch Estates Phase 2 31 Agriculture Active construction and sales by JV partner. 2 farm lots West Maui Kapalua Resort - Makai 37 Resort mixed-use Planning Existing Entitlements allow for up to 769 residential units, 545 hotel units, and commercial space across both project areas.
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Agriculturally zoned parcels total 9,500 acres sitting on the slopes of West Maui, with another 1,400 acres sitting on the slopes of Upcountry Maui.
Added
West Maui Kapalua Resort - Central 46 Resort mixed-use Planning, Permitting 3.
Removed
In December 2023, we contributed approximately 30 acres of land in Upcounty Maui, valued at $1.6 million to BRE2 LLC, a joint venture between the Company and Stone Properties for development and sales of ranch lots.
Added
Unimproved Land - Property in active planning and improvements West Maui Kapalua Resort - Mauka 927 Resort Residential Planning, Permitting Existing Entitlements allow for up to 639 single-family homes or lots West Maui Honokeana Homes – State Temporary Housing 50 Agriculture Design, permitting Up to 200 single-family lots Upcountry Hali‘imaile Ranch 325 Agriculture Subdivision Design Approximately 24 farm lots West Maui Honokeana Farms 1,503 Agriculture Planning Approximately 250 farm lots across both project areas.
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There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as real estate operating revenues. We anticipate sales of the ranch lots to be approximately $4.1 million, and with approximately $2.2 million being our share of sales proceeds, which we expect to occur in late 2024 to mid-2025.
Added
West Maui Kapalua Ranch 915 Agriculture Planning Upcountry Hali‘imaile Farms 757 Agriculture Planning Approximately 102 farm lots West Maui Kahana Farms 3,046 Agriculture Planning Approximately 200 farm lots Upcountry Hali‘imaile Farm Land 348 Agriculture Planning TBD 4.
Removed
In August 2023, we received a return of restricted cash, in the amount of $20,000 that was held in escrow as part of a parcel sale transaction that did not close and was terminated in April 2023. The return of the $20,000 cash was included in operating revenues.
Added
Unimproved Land - Property being marketed for long-term lease and ongoing asset management West Maui Honolua Farm Land 1,758 Agriculture Asset management TBD West Maui Honokohau Farm Land 1,884 Agriculture Asset management TBD West Maui Watershed Conservation Land 10,328 Conservation Asset management TBD West Maui Waterfront Conservation Land 243 Conservation Asset management TBD Total Land Portfolio Area (acres) 22,289 Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels for sale, along with improved land in active marketing for sale and/or development.
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The wildfires directly and critically impacted West Maui and took its toll on percentage rents and licensing revenues for tourism based tenants. Income recognized from percentage rents and land licensing in 2023 amounted to $2.2 million as compared to $2.9 million in 2022, a decrease of $0.7 million as a direct impact of the wildfires.
Added
In 2024, our team began to self-perform priority land development projects, including the planning and engineering of Kapalua Resort projects and the preliminary subdivision of a 325-acre former ranch site in Upcountry, Maui. Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue generation is realized.
Removed
Contracted fee expenses increased for the year ended December 31, 2023, compared to the year ended December 31, 2022. However, with the closing of Club amenities as described above, the amenity fees were also suspended, resulting in a net decrease of operating costs in 2023 as compared to 2022.
Added
Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As infrastructure and site improvement hard costs are warranted, capital will primarily be provided by project presale deposits and construction financing.
Removed
An estimated settlement charge (GAAP expense) between $7.0 million to $8.0 million will be recognized at the time of final annuitization and plan termination. In November 2022, we signed a purchase agreement with an insurer to annuitize the scheduled pension payments of certain plan participants. Approximately $14.5 million were disbursed from plan assets for the group annuity contract.
Added
For the Honokeana Homes State Temporary Housing Project, 50 acres has been leased to the State of Hawai‘i and we are administering the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.
Removed
Minimum funding contributions to our defined benefit pension plan were not required during the year ended December 31, 2023. A voluntary contribution of $5.7 million was made during the year ended December 31, 2022. No minimum funding contributions are required in 2024.
Added
The land will be leased to the State at no cost for five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger, 1,377-acre parcel owned by MLP. The Agreement provides the State will fund all costs to complete the project, including approximately $35,500,000 to complete the necessary horizontal improvements.
Removed
Land development costs to be capitalized are budgeted at $0.9 million, maintenance and capital expenditures on the Company’s operating assets are budgeted at $1.3 million and capital expenditures to the Company’s water assets and infrastructure is budgeted at $3.4 million in 2024. 16 Table of Contents Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects.
Added
MLP has agreed to administer the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements which are yet to be estimated. MLP will provide its administration services to the State at its cost and will not directly profit from these services.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 18 Item 8. Financial Statements and Supplementary Data 19 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A. Controls and Procedures 39
Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 Item 8. Financial Statements and Supplementary Data 20 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A. Controls and Procedures 39

Other MLP 10-K year-over-year comparisons