MLP 8-K
Maui Land & Pineapple Co Inc (MLP)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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MAUI LAND & PINEAPPLE COMPANY, INC.
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Date: November 13, 2023
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By:
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/s/ WADE K. KODAMA
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Wade K. Kodama
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Chief Financial Officer
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Exhibit 99.1
Maui Land & Pineapple Company Reports Third Quarter 2023 Results
KAPALUA, Hawai‘i / November 13, 2023 (BusinessWire) – Maui Land & Pineapple Company, Inc. (NYSE: MLP) today reported financial results covering the nine months ended September 30, 2023.
“Following the August wildfires on Maui, we continue to focus on resiliency by supporting current and future needs of the community through an increased housing supply, food and water security, and renewed connections of people and place.
As the stewards of land and commercial property on Maui, our mission is to meet these critical needs by carefully ensuring our assets are actively used to their fullest potential.
Nearly all our current tenants have reopened their businesses following the fires; however, the impacts from their temporary closures and reduced sales caused a decrease in lease revenue for the company in the third quarter. This, combined with one-time costs related to our leadership transition in 2023 and a strategic pause on land sales, has resulted in a loss for the quarter.
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
As we look ahead, our team is advancing the utilization of our entitled properties, filling existing vacancies in our commercial properties, and leasing available agricultural lands for productive use.” – Race Randle, CEO of Maui Land & Pineapple Company.
Third Quarter 2023 Highlights
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Revenues - Excluding land sales, the total operating revenues decreased by $334,000 for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022 primarily due to a reduction in percentage rent as a result of the Maui wildfires impact on the local economy. Including land sales, for the nine months ended September 30, 2023, the total operating revenues decreased by $11,915,000 to $6,872,000 compared to the same period last year as a direct result of two land sales closed in the prior year in the amount of $11,600,000. |
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Costs and expenses – Operating costs and expenses totaled $10,774,000 for the nine months ended September 30, 2023, an increase of $2,118,000 compared to the nine-month period ended September 30, 2022. The operating costs for the nine months ended September 30, 2023, included $1,508,000 of the operating costs and expenses were related to one-time costs of the leadership transition due to $1,258,000 for severance, accelerated vesting of incentive stock for departing executives and related legal and consulting fees for document preparation, and $250,000 for onboarding costs of new executive team. These costs are not anticipated to recur in the upcoming quarters with the exception of the monthly severance paid to the former CEO monthly through March 31, 2025. Other costs incurred in the nine months ended September 30, 2023 that were not incurred previously included $916,000 due to stock option valuation recognized for issued options recognized for the Board of Directors. |
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Net loss – Net loss was $3,673,000, or $0.19 per common share, in the nine months ended September 30, 2023, compared to net income of 9,783,000, or $0.50 per common share, in the nine months of 2022, as a direct result of land sales of $11,600,000 during the same period last year, versus no land sales in the current year, and increased operating costs. |
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
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Adjusted EBITDA (Non-GAAP) – For the nine months ending September 30, 2023, after adjusting for non-cash expenses of $3,524,000, Adjusted EBITDA was ($149,000). |
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Cash and Investments Convertible to Cash (Non-GAAP) – Cash and investments convertible to cash totaled $9,856,000 on September 30, 2023, a decrease of $1,636,000 compared to $11,492,000 at September 30, 2022. $778,000 of the decrease in cash is attributable to one-time expenses due to employment separations of the former CEO and Vice President and onboarding transition of the new CEO and Board Chairman realized in the nine months ended September 30, 2023. |
Non-GAAP Financial Measures
Certain non-GAAP financial measures are presented in this press release, including Adjusted EBITDA, to provide information that may assist investors in understanding the Company's financial results and assessing its prospects for future performance. We believe we believe that Adjusted EBITDA is an important indicator of our operating performance because it excludes items that are unrelated to, and may not be indicative of, our core operating results. We believe cash and investments convertible to cash is an important indicator of liquidity because it includes items that are convertible into cash in the short term. These non-GAAP financial results are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of operating performance or liquidity as determined in accordance with GAAP. To the extent we utilize such non-GAAP financial measures in the future, we expect to calculate them using a consistent method from period to period.
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
EBITDA is a non-GAAP financial measure defined as net income (loss) excluding interest, taxes, and depreciation and amortization. Adjusted EBITDA is further adjusted for non-cash stock-based compensation expense and pension and post-retirement expenses. Adjusted EBITDA is a key measure used by the Company to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. The Company presents Adjusted EBITDA to provide information that may assist investors in understanding its financial results. However, Adjusted EBITDA is not intended to be a substitute for net income (loss). A reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure is provided further below.
Cash and investments convertible to cash is a non-GAAP financial measure defined as cash and cash equivalents plus restricted cash and investments. Cash and cash investments convertible to cash is a key measure used by the Company to evaluate internal liquidity.
Additional Information
More information about Maui Land & Pineapple Company’s second quarter 2023 operating results is available in the Form 10-Q filed with the Securities and Exchange Commission and posted at mauiland.com/.
About Maui Land & Pineapple Company
Maui Land & Pineapple Company, Inc. (NYSE: MLP) is dedicated to the thoughtful stewardship of over 22,000 acres of land along with approximately 260,000 square feet where Maui residents thrive in more resilient communities with additional housing opportunities, food and water security, and renewed connections of people and place. For over a century MLP has built a legacy of authentic innovation through conservation, agriculture, community building and land management. Our mission is to carefully maximize the use of our assets in a way that honors the past, meets the critical needs of the present, and enables a thriving future.
Company assets include land for future residential communities within the world-renowned Kapalua Resort, home to luxury hotels such as The Ritz-Carlton Maui and Montage Kapalua Bay, two championship golf courses, pristine beaches, a network of walking and hiking trails and the Pu‘u Kukui Watershed, the largest private nature preserve in Hawai‘i.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements regarding the utilization of our entitled properties, filling the vacancies on our commercial properties, the Company's ability to lease its agricultural lands, and the recurrence of severance costs. These forward-looking statements are based upon the current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC's Internet site (http://www.sec.gov). We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
# # #
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
CONTACT
| Investors: | Wade Kodama | Chief Financial Officer | Maui Land & Pineapple Company |
| e: [email protected] | |
| Media: | Ashley Takitani Leahey | Vice President | Maui Land & Pineapple Company |
| e: [email protected] | |
| Dylan Beesley | Senior Vice President | Bennet Group Strategic Communications | |
| e: [email protected] |
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Nine Months Ended |
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2023 |
2022 |
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(in thousands except |
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per share amounts) |
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OPERATING REVENUES |
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Real estate |
$ | 19 | $ | 11,600 | ||||
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Leasing |
6,249 | 6,559 | ||||||
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Resort amenities and other |
604 | 628 | ||||||
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Total operating revenues |
6,872 | 18,787 | ||||||
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OPERATING COSTS AND EXPENSES |
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Real estate |
526 | 913 | ||||||
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Leasing |
2,984 | 2,608 | ||||||
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Resort amenities and other |
1,113 | 1,170 | ||||||
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General and administrative |
2,996 | 2,177 | ||||||
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Share-based compensation |
2,472 | 958 | ||||||
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Depreciation |
683 | 830 | ||||||
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Total operating costs and expenses |
10,774 | 8,656 | ||||||
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OPERATING INCOME (LOSS) |
(3,902 | ) | 10,131 | |||||
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Other income |
598 | - | ||||||
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Pension and other post-retirement expenses |
(364 | ) | (343 | ) | ||||
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Interest expense |
(5 | ) | (5 | ) | ||||
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NET INCOME (LOSS) |
$ | (3,673 | ) | $ | 9,783 | |||
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Other comprehensive income - pension, net |
247 | 468 | ||||||
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TOTAL COMPREHENSIVE INCOME (LOSS) |
$ | (3,426 | ) | $ | 10,251 | |||
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NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED |
$ | (0.19 | ) | $ | 0.50 | |||
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, 2023 |
December 31, 2022 |
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(unaudited) |
(audited) |
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(in thousands except share data) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ | 6,771 | $ | 8,499 | ||||
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Restricted cash |
- | 10 | ||||||
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Accounts receivable, net |
869 | 892 | ||||||
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Investments, current portion |
2,752 | 2,432 | ||||||
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Prepaid expenses and other assets |
739 | 368 | ||||||
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Assets held for sale |
3,131 | 3,019 | ||||||
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Total current assets |
14,262 | 15,220 | ||||||
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PROPERTY & EQUIPMENT, NET |
16,049 | 15,878 | ||||||
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OTHER ASSETS |
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Investments, net of current portion |
333 | 551 | ||||||
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Deferred development costs |
9,585 | 9,566 | ||||||
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Other noncurrent assets |
1,217 | 1,191 | ||||||
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Total other assets |
11,135 | 11,308 | ||||||
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TOTAL ASSETS |
$ | 41,446 | $ | 42,406 | ||||
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LIABILITIES & STOCKHOLDERS' EQUITY |
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LIABILITIES |
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CURRENT LIABILITIES |
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Accounts payable |
$ | 1,129 | $ | 589 | ||||
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Payroll and employee benefits |
783 | 869 | ||||||
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Accrued retirement benefits, current portion |
142 | 142 | ||||||
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Deferred revenue, current portion |
289 | 227 | ||||||
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Other current liabilities |
467 | 480 | ||||||
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Total current liabilities |
2,810 | 2,307 | ||||||
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LONG-TERM LIABILITIES |
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Accrued retirement benefits, net of current portion |
2,633 | 2,612 | ||||||
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Deferred revenue, net of current portion |
1,400 | 1,500 | ||||||
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Deposits |
2,148 | 2,185 | ||||||
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Other noncurrent liabilities |
17 | 30 | ||||||
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Total long-term liabilities |
6,198 | 6,327 | ||||||
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TOTAL LIABILITIES |
9,008 | 8,634 | ||||||
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS' EQUITY |
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Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding |
- | - | ||||||
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Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,604,509 and 19,476,671 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively |
84,570 | 83,392 | ||||||
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Additional paid-in-capital |
10,098 | 9,184 | ||||||
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Accumulated deficit |
(54,210 | ) | (50,537 | ) | ||||
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Accumulated other comprehensive loss |
(8,020 | ) | (8,267 | ) | ||||
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Total stockholders' equity |
32,438 | 33,772 | ||||||
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
$ | 41,446 | $ | 42,406 | ||||
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION (NON-GAAP) UNAUDITED
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Nine Months Ended |
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2023 |
2022 |
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(in thousands) |
(in thousands) |
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NET INCOME (LOSS) |
$ | (3,673 | ) | $ | 9,783 | |||
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Add: Non-cash expenses |
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Interest expense |
5 | 5 | ||||||
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Depreciation |
683 | 830 | ||||||
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Share-based compensation |
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Vesting of Incentive Stock for former CEO and Vice President upon separation |
730 | |||||||
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Vesting of Stock Options granted to Board Chair and Directors |
915 | |||||||
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Vesting of Stock Compensation granted to Board Chair and Directors |
478 | 641 | ||||||
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Vesting of employee Incentive Stock |
349 | 317 | ||||||
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Pension and other post-retirement expenses |
364 | 343 | ||||||
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ADJUSTED EBITDA (LOSS) |
$ | (149 | ) | $ | 11,919 | |||
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September 30, 2023 |
December 31, 2022 |
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(unaudited) |
(audited) |
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(in thousands) |
(in thousands) |
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CASH AND INVESTMENTS |
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Cash and cash equivalents |
$ | 6,771 | $ | 8,499 | ||||
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Restricted cash |
- | 10 | ||||||
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Investments, current portion |
2,752 | 2,432 | ||||||
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Investments, net of current portion |
333 | 551 | ||||||
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TOTAL CASH AND INVESTMENTS CONVERTIBLE TO CASH |
$ | 9,856 | $ | 11,492 | ||||
200 Village Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com