MLP 10-Q
Maui Land & Pineapple Co Inc (MLP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction | (IRS Employer |
| of incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 6, 2026 | |
| Common Stock, $0.0001 par value | |
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly Report that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,” or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:
| • |
the occurrence of natural disasters such as wildfires (including the Maui wildfires that occurred on August 8, 2023), floods, changes in weather conditions (such as the historic drought that occurred in 2025), and threats of the spread of contagious diseases; |
| • |
concentration of credit risk on deposits held at banks in excess of the Federal Deposit Insurance Corporation insured limits and in receivables due from our commercial leasing portfolio; |
| • |
unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates, tariffs, inflationary pressures, and changes in income and asset values; |
| • |
risks associated with real estate investments, including fluctuations in demand for real estate and tourism in Hawaii and Maui; |
| • |
security incidents resulting from cyber-attacks or intrusions on our information systems; |
| • |
our ability to complete land development projects within forecasted time and budget expectations, including risks related to construction delays, labor shortages, and obtaining the necessary permits and approvals; |
| • |
our ability to obtain required land use entitlements at reasonable costs; |
| • |
our ability to compete with other developers of real estate on Maui; |
| • |
risks associated with joint ventures; |
| • |
potential liabilities and obligations under various federal, state, and local environmental regulations; |
| • |
potential liabilities and obligations due to litigation during the normal course of business operations; |
| • |
our ability to cover catastrophic losses in excess of insurance coverages; |
| • |
unauthorized use of our trademarks could negatively impact our business; |
| • |
our ability to establish and maintain effective internal controls over financial reporting; |
| • |
our ability to comply with funding requirements of our retirement plans; |
| • |
our ability to comply with the terms of our indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date; |
| • |
availability of capital on terms favorable to us, and our ability to raise capital through the sale of certain real estate assets, sale of equity, or at all; |
| • |
risks related to our common stock, including stock price volatility, low trading volume and affiliate ownership; and |
| • |
changes in U.S. accounting standards adversely impacting us. |
Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report. We qualify all of our forward-looking statements by these cautionary statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (audited) | (audited) | |||||||
| (in thousands except share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other assets | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| PROPERTY & EQUIPMENT, NET | ||||||||
| OTHER ASSETS | ||||||||
| Deferred development costs - Development projects | ||||||||
| Deferred development costs - Agave ventures | ||||||||
| Right of use assets | ||||||||
| Other noncurrent assets | ||||||||
| Total other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Payroll and employee benefits | ||||||||
| Accrued retirement benefits, current portion | ||||||||
| Deferred revenue, current portion | ||||||||
| Long-term debt, current portion | ||||||||
| Lease liability, current portion | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Line of credit | ||||||||
| Deferred revenue, noncurrent portion | ||||||||
| Deposits | ||||||||
| Long-term debt, noncurrent portion | ||||||||
| Lease liability, noncurrent portion | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock--$ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock--$ par value; shares authorized; and shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ | $ | ||||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Three Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands except |
||||||||
| per share amounts) |
||||||||
| OPERATING REVENUES |
||||||||
| Land leasing and management |
$ | $ | ||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| Total operating revenues |
||||||||
| OPERATING COSTS AND EXPENSES |
||||||||
| Land leasing and management |
||||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| General and administrative |
||||||||
| Share-based compensation |
||||||||
| Depreciation |
||||||||
| Total operating costs and expenses |
||||||||
| OPERATING LOSS |
( |
) | ( |
) | ||||
| Other income |
||||||||
| Pension and other post-retirement expenses |
( |
) | ( |
) | ||||
| Interest expense |
( |
) | ( |
) | ||||
| NET LOSS |
$ | ( |
) | $ | ( |
) | ||
| Other comprehensive income - pension, net |
||||||||
| TOTAL COMPREHENSIVE LOSS |
$ | ( |
) | $ | ( |
) | ||
| NET LOSS PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
) | $ | ( |
) | ||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Six Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands except |
||||||||
| per share amounts) |
||||||||
| OPERATING REVENUES |
||||||||
| Land leasing and management |
$ | $ | ||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| Total operating revenues |
||||||||
| OPERATING COSTS AND EXPENSES |
||||||||
| Land leasing and management |
||||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| General and administrative |
||||||||
| Share-based compensation |
||||||||
| Depreciation |
||||||||
| Total operating costs and expenses |
||||||||
| OPERATING LOSS |
( |
) | ( |
) | ||||
| Gain on assets disposal, net |
||||||||
| Other income |
||||||||
| Pension and other post-retirement expenses |
( |
) | ( |
) | ||||
| Interest expense |
( |
) | ( |
) | ||||
| NET LOSS |
$ | ( |
) | $ | ( |
) | ||
| Other comprehensive income - pension, net |
||||||||
| TOTAL COMPREHENSIVE LOSS |
$ | ( |
) | $ | ( |
) | ||
| NET LOSS PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
) | $ | ( |
) | ||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Accumulated |
||||||||||||||||||||||||
| Additional |
Other |
|||||||||||||||||||||||
| Common Stock |
Paid in |
Accumulated |
Comprehensive |
|||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
|||||||||||||||||||
| Balance, December 31, 2025 (audited) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2026 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, June 30, 2026 |
( |
) | ( |
) | ||||||||||||||||||||
| Balance, December 31, 2024 (audited) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, June 30, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands) | ||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES |
( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Payment for property and deferred development costs |
( |
) | ( |
) | ||||
| Distributions from investment in joint venture |
||||||||
| Purchases of debt securities |
( |
) | ||||||
| Maturities of debt securities |
||||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Borrowing under line of credit |
||||||||
| Principal payments on line of credit |
( |
) | ||||||
| Principal payments on financing agreements |
( |
) | ||||||
| Borrowing under financing agreement |
||||||||
| Principal payments on long-term debt |
( |
) | ( |
) | ||||
| Common stock issuance costs and other |
( |
) | ( |
) | ||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
( |
) | ||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
( |
) | ( |
) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | $ | ||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
| ● | Costs attributed to common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $ |
| ● | Capitalized property and deferred development costs in accounts payable were $ |
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Six Months Ended June 30, 2026 and 2025
| 1. | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its wholly-owned subsidiaries, the “Company”) in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In management’s opinion, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2026 and 2025. The unaudited condensed consolidated interim financial statements and notes presented in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Quarterly Report”) should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Annual Report.
The Company is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes
Segment Reorganization
As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company has
| 2. | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.
| 3. | PROPERTY & EQUIPMENT |
Property and equipment at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Land | $ | $ | ||||||
| Land improvements | ||||||||
| Buildings | ||||||||
| Machinery and equipment | ||||||||
| Construction in progress | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Land
The Company holds
Land Improvements
Land improvements consist primarily of roads, utilities, and landscaping infrastructure at Kapalua Resort, as well as the Company's potable and non-potable water systems located in West Maui. The majority of these assets were constructed and placed in service during the mid-to-late 1970s or were acquired in connection with a 2017 conveyance. As a result, related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded at current replacement value.
Buildings
Buildings consist primarily of restaurant, retail, and light industrial spaces located at the Kapalua Resort, Alaeloa Business Center, and throughout Hali’imaile, which are used in the Company’s leasing operations. Most of the Company’s buildings were constructed and placed in service during the mid-to-late 1970s. As a result, the related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded at current replacement cost.
Machinery and Equipment
Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations, company vehicles (trucks) and land maintenance equipment used in the agribusiness and land management operations.
Construction in Progress
Construction in progress is comprised of ongoing Kapalua Resort and Hali’imaile projects, including renovations and improvements to buildings, warehouses and commercial assets.
| 4. | ASSETS HELD FOR SALE |
Assets held for sale consist of non-strategic land parcels identified for sale at June 30, 2026. There are 12 parcels that carry a historical cost basis of approximately $
The Company classifies long-lived assets, including property and equipment, as held for sale when specific criteria are met. These criteria require that management approves a formal plan to sell the assets, an active program to locate a buyer is initiated, and the sale is highly probable of closing within 12 months under a formal contract. Upon classification as held for sale, the Company ceases depreciation and amortization of these assets. The assets are then recorded at the lower of their carrying amount or fair value less costs to sell.
Long-lived assets currently in active operation continue to be classified as property and equipment, net on the Condensed Consolidated Balance Sheets. These operating assets remain subject to depreciation over their useful lives and are regularly reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
| 5. | DEFERRED DEVELOPMENT COSTS – DEVELOPMENT PROJECTS |
Deferred development costs - development projects represents costs expended on the Company's various real estate development projects and capitalized in accordance with Accounting Standards Codification ("ASC") Topic 360-10 Long-lived Assets ("ASC 360"). The amounts capitalized at June 30, 2026, and December 31, 2025, were $
| 6. | DEFERRED DEVELOPMENT COSTS – AGAVE VENTURE |
Deferred development costs - Agave venture represents costs expended on the Company's new Agave venture and capitalized in accordance with ASC 360. The amounts capitalized at June 30, 2026, and December 31, 2025, were $
| 7. | CONTRACT ASSETS AND LIABILITIES |
Receivables from contracts with customers were $
Deferred license fee revenue
Effective April 1, 2020, the Company entered into a trademark license agreement (the “TM Agreement”) with Kapalua Golf, the owner of Kapalua Plantation and Bay golf courses (the "Licensee"). Under the terms and conditions set forth in the TM Agreement, the Licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $
| 8. | LONG-TERM DEBT |
On December 22, 2025, the Company executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement (collectively, the “Loan Agreement”) increasing the credit limit from $
The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $
The outstanding balance of the Credit Facility was $
In July 2024, the Company entered into a loan (the “2024 Equipment Loan”) to finance equipment purchases. The 2024 Equipment Loan has a principal amount of $
In May 2026, the Company entered into a loan (the “2026 Equipment Loan”) to finance additional equipment purchases. The 2026 Equipment Loan has a principal amount of $
| 9. | ACCRUED RETIREMENT BENEFITS |
Accrued retirement benefits at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Defined benefit pension plan | $ | $ | ||||||
| Non-qualified retirement plans | ||||||||
| Total | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Non-current portion of accrued retirement benefits | $ | $ | ||||||
The Company had a defined benefit pension plan (the “Defined Plan”), which covered many of its former bargaining unit employees and an unfunded non-qualified retirement plan (the “Non-qualified Plan”) covering nine former non-bargaining unit management employees and former executives. In 2009, the Non-qualified Plan was frozen, and in 2011, the pension benefits under the Defined Plan were frozen. All future vesting of additional benefits were discontinued effective in 2009 for the Non-qualified Plan and in 2011 for the Defined Plan. The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in 2023.
The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Pensions and other benefits: | ||||||||||||||||
| Interest cost | $ | $ | $ | $ | ||||||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||||||||||
| Amortization of net loss | ||||||||||||||||
| Settlement expense | ||||||||||||||||
| Pension and other postretirement expenses | $ | $ | $ | $ | ||||||||||||
A settlement expense in the amount of $
| 10. | COMMITMENTS AND CONTINGENCIES |
DOH Order
On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $
The construction of additional leach fields and the installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in 2023. Test results from wastewater monitoring indicate effluent concentration amounts within permittable ranges. A feasibility study was prepared for and submitted to the Company on January 15, 2024, identifying various technical solutions that could be implemented to resolve the Order. The DOH agreed to defer the Order on February 15, 2024, as the Company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The Company submitted a plan (the Plan) and proposed solution to resolve the Order on March 14, 2024. The Plan included the installation of an additional pond that will be lined and installed with aerators. One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed.
On April 24, 2026, the Company received notification from the DOH that the approval to construct a
Honokohau Stream Irrigation Water Dispute
On August 18, 2025, TY Management Corporation, which owns two golf courses, three owner associations located within the Kapalua Resort Association (“KRA”) (the Plantation Estates Lot Owners Association (“PELOA”), the Association of Apartment Owners of the Coconut Grove on Kapalua, and the Association of Apartment Owners of the Ridge at Kapalua), and Hui Momona Farms LLC, a Hawaii-based company that is a member of PELOA (collectively, the “Plaintiffs”), filed a complaint against the Company in the Circuit Court of the Second Circuit, State of Hawaii. The complaint alleged the Company failed to provide irrigation water from Honokohau Stream due to an alleged failure to maintain the ditch system that transports water from the stream. The complaint seeks declaratory and injunctive relief and unspecified monetary damages.
In September 2025, the Company responded to the complaint and asserted counterclaims. These counterclaims include allegations that Plaintiffs violated irrigation-use restrictions designed to protect public trust purposes and fire protection for the Kapalua community as well as claims relating to alleged defamatory statements. At the time of filing this Quarterly Report, the Company cannot reasonably estimate the possible loss or range of loss, or recovery from the counterclaim, if any, associated with this matter. The Company intends to defend against the claims and to prosecute its counterclaims. The Company's insurance carrier accepted the claim and tendered defense on behalf of the Company.
Since 2019, the availability of divertible water from Honokohau Stream has been reduced under Hawaii state law. In addition, the stream experienced record low flows associated with historic drought conditions impacting the island of Maui in 2024 and 2025. At its September 2025 meeting, the Commission on Water Resource Management, the state agency responsible for administering the state water code, reported that rainfall contributes to runoff and baseflow to streams, and that for the period between September 2024 and August 2025, annual rainfall in Honokohau Valley was 46% of normal. As a result of reduced rainfall and Hawaii state law prioritizing public trust uses, including drinking water and traditional practices, there was less water during the severe drought available for private commercial irrigation.
KRA Annexations
In 2024 and 2025, the Company, as the developer of Kapalua and member of the KRA, annexed certain lands into Kapalua in accordance with procedures set forth in the KRA’s governing declaration.
On September 25, 2025, TY Management Corporation and derivatively on behalf of KRA, filed a lawsuit in the Circuit Court of the Second Circuit, State of Hawaii, against certain directors of KRA and the Company as declarant of KRA, alleging that the annexations and related voting rights are invalid. The matter is currently in court-mandated arbitration.
At the time of filing of this Quarterly Report, the financial impact to the Company, if any, cannot be determined or estimated. KRA is responsible for the defense of the directors named in the claim. The Company intends to fully defend against the allegations.
In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or operations.
| 11. | LEASING ARRANGEMENTS |
The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms through 2048. These operating leases generally provide for minimum rents for commercial properties and land assets and, in some cases, licensing fees for use of trade names, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Leasing revenues subject to ASC Topic 842, Leases for the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Minimum rentals | $ | $ | $ | $ | ||||||||||||
| Percentage rentals | ||||||||||||||||
| Licensing fees | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 12. | SHARE-BASED COMPENSATION |
The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan, as amended (the “Equity Plan”).
Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Their share-based compensation is comprised of an annual incentive paid in vested shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of years. Restricted share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of employment from the Company.
Directors receive both cash and share-based compensation under the Equity Plan. Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship from the Company.
Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in 2024 and 2023. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.
For continued board service of the Chairperson, in 2023, the Chairperson received a stock option grant for
An option to purchase
The number of common shares subject to options granted in 2024 for annual board service and board committee service were
The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior. The Company does not currently issue dividends. There were forfeitures of stock option grants as of June 30, 2026. Management does not anticipate future forfeitures to be material.
Share-based compensation expenses totaled $
| 13. | INCOME TAXES |
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the consolidated financial statements and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2026, and December 31, 2025, respectively.
| 14. | LOSS PER SHARE |
Basic net earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding for the period. Diluted net earnings (loss) per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares. The potentially dilutive shares were excluded from the computation of diluted weighted average common stock shares outstanding because their effect would have been antidilutive.
Basic and diluted weighted-average shares outstanding were
| 15. | REPORTABLE OPERATING SEGMENTS |
Effective in the first quarter of 2026, the Company revised its reportable segments to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company’s
| • | Land Development and Sales – consists of land development and sales projects including primary housing, workforce housing, farm lots, and resort development. Sales of developed projects, home lots and non-strategic parcels will also be reported through this segment. | |
| • | Commercial Real Estate Leasing – consists of the Company’s approximately | |
| • | Land Leasing and Management – consists of operations related to our over | |
| • | Agribusiness Ventures – consists of the Company’s efforts to self-perform certain value-added agriculture rather than lease to tenants. Currently, this segment will report on the Company’s drought-resistant agave farm and operations. As other value-added and diversified agribusinesses are developed, they will be reported through this segment. |
These reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Chief Executive Officer, also its chief operating decision maker – in assessing performance and determining the allocation of resources and by the Board. The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, pension and other postretirement expenses for the three and six months ended June 30, 2026 and 2025.
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Three months ended June 30, 2026 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| Loss from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| Loss from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. The Company does not have a single external customer that amounts to 10% or more of the Company’s revenues. |
| (2) | Includes expenditures for property and deferred costs. |
| (3) | Segment assets are located in the United States. |
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||
| Income from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Loss on asset disposal, net | ||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||
| Income from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. |
| (2) | Includes expenditures for property and deferred costs |
| (3) | The land development and sales segment includes a $ method investment as of June 30, 2025. |
| (4) | Segment assets are located in the United States. |
| 16. | FAIR VALUE MEASUREMENTS |
GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method used to determine the valuation of stock options granted to directors during the three and six months ended June 30, 2026 is described in Note 12 - Share Based Compensation.
| 17. | LONG TERM LEASES |
As of June 30, 2026, the Company’s lease portfolio consists of operating leases (office equipment and vehicles) and
The following table summarized the classification of Right of Use (ROU) lease assets and liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Assets | ||||||||
|
| $ | $ | ||||||
|
| ||||||||
| Total Lease ROU Assets | $ | $ | ||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Liabilities | ||||||||
| Current | ||||||||
|
| $ | $ | ||||||
|
| ||||||||
| Total Lease Liabilities -Current | $ | $ | ||||||
| Non-Current | ||||||||
|
| ||||||||
|
| ||||||||
| Total Lease Liabilities - Non-Current | $ | $ | ||||||
| 18. | RELATED PARTY TRANSACTION |
On January 28, 2026 (“Effective Date”), the Company entered into a Purchase Agreement and Escrow Instructions (“Purchase Agreement”) with Race A. Randle, the Chief Executive Officer of the Company (“Buyer”), pursuant to which the Company agreed to sell to Buyer a
| 19. | NEW ACCOUNTING STANDARD ADOPTED |
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740), which requires public entities to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 prospectively during the year ended December 31, 2025.
| 20. | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
The Company's significant accounting policies are described in Note 1 – Description of Business and Significant Accounting Policies in Item 8 of the Annual Report. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2026. Previous changes to the Company's significant accounting policies are included herein.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (ASC Topic 220), which requires public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.
Overview
Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. 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. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries
In recent years, we have continued to execute our strategic plan, which is focused on our mission to optimize our assets for their highest and most productive use. We have advanced a range of land development and asset utilization projects designed to build stronger and more vibrant communities and enhance long-term asset value. To support these efforts, we have strengthened our organizational foundation by adding key experts to our board of directors and management team, ensuring we can effectively develop and execute plans for each asset. We also established a land management team responsible for risk mitigation strategies and productive use of farm and ranch lands across our portfolio. These investments in local talent have enhanced our ability to manage assets effectively and execute value-creating projects. In 2024, we established new office locations in West Maui and Upcountry Maui to deepen our presence within these communities, foster stronger relationships and ensure responsible stewardship of our assets.
Throughout 2025, we continued to advance efforts to maximize the productivity of our leasable land and commercial properties. We identified and addressed maintenance and capital improvements in our town centers, enabling us to create spaces for many businesses who lost their locations in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue in 2025 while adding vibrancy and creating a sense of place in our communities. As of June 30, 2026, our commercial properties and land were occupied at the following levels:
| Commercial Real Estate |
Total |
Leased |
Net increase (decrease) in leased area for 2026 YTD |
|||||||||||||
| Sq. ft. |
Sq. ft. |
Percent |
Sq. ft. |
|||||||||||||
| Industrial |
168,880 | 155,793 | 92 | % | 4,688 | |||||||||||
| Office |
10,105 | 10,105 | 100 | % | - | |||||||||||
| Retail |
61,004 | 57,454 | 94 | % | (1,398 | ) | ||||||||||
| Residential |
7,339 | 5,839 | 80 | % | (1,500 | ) | ||||||||||
| Total CRE |
247,328 | 229,191 | 93 | % | 1,790 | |||||||||||
| Land |
Total |
Leased |
Net increase (decrease) in leased area for 2026 YTD |
|||||||||||||
| Acres |
Acres |
Percent |
Acres |
|||||||||||||
| Commercial/Industrial |
18 | 18 | 100 | % | ||||||||||||
| Residential |
861 | 12 | 1 | % | - | |||||||||||
| Agriculture |
10,302 | 6,237 | 45 | % | 1,581 | |||||||||||
| Conservation |
11,034 | - | 0 | % | - | |||||||||||
| Total Land |
22,215 | 4,687 | 21 | % | 1,581 | |||||||||||
As of June 30, 2026, the commercial property occupancy was 93%, compared with 92% as of December 31, 2025. During the six months ending June 30, 2026, the team continued to execute tenant relocations and property improvements designed to enhance the variety and quality of experiences offered within our town centers.
During the period from January 1, 2024 through June 30, 2026, the team executed 47 new leases, including five leases executed during the six months ending June 30, 2026. Of the five leases executed during the six months ended June 30, 2026, four were commercial property leases covering approximately 4,688 leasable square feet. The remaining lease was a 1,581-acre agricultural land lease in West Maui to return previously fallow pineapple fields to productive use through an agricultural ranching lease.
This effort will continue, along with strategic 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. We anticipate cashflow from our commercial properties to stabilize in the coming years as the Maui market continues to recover from the 2023 Maui wildfires, and we complete the tenant improvements and leasing costs inherent with new tenancies.
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 into useful lot sizes, and the addition of infrastructure, enabling it to be placed into productive use. We continue to progress portfolio-wide strategic plans across over 22,000 acres of landholdings 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. The plan identified four categories of improved and unimproved land actions as follows in the table below.
| Category |
Region |
Property |
Approximate Land Area (acres) |
Current Land Use/Zoning |
Improvements in process |
# of Paracels or # of allowable units/lots |
| 1. Improved Land - Remnant and non-strategic parcels planned for sale |
West Maui |
Miscellaneous Non-strategic properties |
202 |
Miscellaneous |
Complete |
9 parcels |
| Upcountry |
Miscellaneous Non-strategic properties |
0 |
Miscellaneous |
Complete |
||
| 2. Improved Land - Property in active marketing for sale and/or development |
West Maui |
Kapalua Resort - Makai |
36 |
Resort mixed-use |
Planning |
Existing Entitlements allow for up to 769 residential units, 545 hotel units, and commercial space across both project areas. |
| West Maui |
Kapalua Resort - Central |
59 |
Resort mixed-use |
Planning, Permitting |
||
| 3. Unimproved Land - Property in active planning and improvements |
West Maui |
Kapalua Resort - Mauka |
924 |
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 |
1518 |
Agriculture |
Planning |
Approximately 250 farm lots across both project areas. |
|
| West Maui |
Kapalua Ranch |
647 |
Agriculture |
Planning |
||
| Upcountry |
Hali‘imaile Farms |
758 |
Agriculture |
Planning |
Approximately 102 farm lots |
|
| West Maui |
Kahana Farms |
2738 |
Agriculture |
Planning |
Approximately 200 farm lots |
|
| Upcountry |
Hali‘imaile Farm Land |
348 |
Agriculture |
Planning |
TBD |
|
| 4. Unimproved Land - Property being marketed for long-term lease and ongoing asset management |
West Maui |
Honolua Farm Land |
1744 |
Agriculture |
Asset management |
TBD |
| West Maui |
Honokohau Farm Land |
1865 |
Agriculture |
Asset management |
TBD |
|
| West Maui |
Watershed Conservation Land |
10991 |
Conservation |
Asset management |
TBD |
|
| West Maui |
Waterfront Conservation Land |
12 |
Conservation |
Asset management |
TBD |
|
| Total Land Portfolio Area (acres) |
22,215 |
|||||
Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels held for sale, as well as from improved land in active marketing for sale and/or development.
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 in Upcountry, Maui. Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue is realized.
In the six months ended June 30, 2026, there were no remnant parcel sales, however in 2025, we sold six remnant land parcels for aggregate proceeds of $2.4 million. Additionally, we have executed a (i) $10.0 million purchase agreement with Harvest Church for a 6.5-acre parcel to be used for its Kapalua campus, (ii) $1.2 million purchase agreement with Race A, Randle for a 3-acre parcel to improve as a farm and home, and (iii) $10.0 million purchase agreement with DC Kapalua I Property, LLC for a 8.783-acre parcel and up to 3.5 acres of additional land . We currently expect the closing to occur in 2027, subject to various closing conditions. 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 we incur infrastructure and other site improvement hard costs on new projects, we expect to fund them primarily through project presale deposits and construction financing.
For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres to the State of Hawaii and are administering the construction of necessary improvements to support temporary housing for individuals and families displaced by the Maui wildfires on August 8, 2023. The land is leased at no cost for a term of 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 the Company. The agreement provides the State of Hawaii will fund all costs to complete the project, including approximately $35.5 million to complete the necessary horizontal improvements. The Company has agreed to administer the construction of the horizontal improvements and, at the State of Hawaii’s election, the subsequent vertical improvements for which costs have not yet been estimated. We will provide these administration services to the State of Hawaii at cost and will not directly profit from these services. After the end of the lease, the State of Hawaii will remove any vertical improvements unless the Company requests that specific improvements remain. As of the date of this Quarterly Report, the project is on hold at the direction of the State of Hawaii, and we have not received an update on the project or an indication as to when the project will resume. As a result of this pause, during the six months ended June 30, 2026, we did not recognize any Honokeana Homes project revenue.
We expect unimproved land identified for long-term leasing and ongoing asset management to be leased or licensed for diversified agricultural, conservation, and cultural uses for at least the next ten years. The Company has leased approximately 2,607 acres to local ranching operators, including 1,026 acres to Ka Ike Ranch and 1,581 acres to Lee Peters, supporting local food production, sustainable ranching practices, and the continued stewardship of agricultural lands.
Our unimproved land portfolio also includes the Pu’u Kukui Watershed, which encompasses over 8,600 acres and is actively managed to maximize rainfall capture and recharge of the aquifer which provides approximately 70% of the water consumed in West Maui. We remain focused on increasing occupancy of these agricultural lands to enhance productivity through economic activity and local food production.
During the six months ended June 30, 2026, we continued to reposition the portfolio to maximize productivity, create new value, and contribute to meeting the needs of Maui’s local businesses and families. This progress was supported by growing deal flow with over $11.0 million in contracted land sales, $12.0 million of new listings, and stronger recurring revenue from commercial leasing and reactivation of underutilized agricultural lands.
Segment Reorganization
As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting and increase transparency for investors. Under the revised segment structure, the Company has four operating segments: Land Development and Sales, Commercial Real Estate Leasing, Land Leasing and Management, and Agribusiness Ventures. Segment operating results are regularly reviewed by the Chief Executive Officer, the Company's Chief Operating Decision Maker determined in accordance with applicable accounting guidance. All prior period comparative information has been recast to reflect the revised segment structure. See Note 15 - Reportable Operating Segments, to our condensed consolidated interim financial statements included herein for additional information.
Results of Operations
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
CONSOLIDATED
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 3,698 | $ | 4,602 | $ | 7,097 | $ | 10,406 | ||||||||
| Segment operating costs and expenses |
(2,557 | ) | (3,189 | ) | (5,504 | ) | (7,521 | ) | ||||||||
| General and administrative |
(1,685 | ) | (1,027 | ) | (2,982 | ) | (2,514 | ) | ||||||||
| Share-based compensation |
(995 | ) | (742 | ) | (1,932 | ) | (2,321 | ) | ||||||||
| Depreciation |
(257 | ) | (355 | ) | (490 | ) | (541 | ) | ||||||||
| Operating loss |
(1,796 | ) | (711 | ) | (3,811 | ) | (2,491 | ) | ||||||||
| Gain (Loss) on asset disposal |
- | - | - | 1 | ||||||||||||
| Other income |
289 | 349 | 327 | 455 | ||||||||||||
| Pension and other postretirement expenses |
(20 | ) | (582 | ) | (41 | ) | (7,501 | ) | ||||||||
| Interest expense |
(101 | ) | (55 | ) | (163 | ) | (103 | ) | ||||||||
| Net loss |
$ | (1,628 | ) | (999 | ) | $ | (3,688 | ) | (9,639 | ) | ||||||
| Net loss per Common Share - Basic and Diluted |
$ | (0.08 | ) | $ | (0.05 | ) | $ | (0.19 | ) | $ | (0.49 | ) | ||||
LAND DEVELOPMENT AND SALES
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 235 | $ | 1,438 | $ | 492 | $ | 4,056 | ||||||||
| Operating costs and expenses |
(287 | ) | (1,181 | ) | (624 | ) | (4,119 | ) | ||||||||
| Operating income (loss) |
$ | (52 | ) | $ | 257 | $ | (132 | ) | $ | (63 | ) | |||||
Land development and sales operating revenues include the sales of our real estate inventory. The decrease in our Land Development and Sales revenues and expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributed to the absence of construction revenues from the Honokeana Homes Temporary Housing Project during the six months ended June 30, 2026. The project has been on hold by the State of Hawaii, Department of Transportation since April 2025, and we have not been informed whether or when the project may resume.
Consistent with the decline in operating revenues, no construction costs were incurred during the six months ended June 30, 2026, due to the pause in the Honokeana Homes Project. There were no significant real estate development expenditures during this period.
Operating revenues generated during the six months ended June 30, 2026 within the land development and sales segment were derived from the operations of the Kapalua Club and licensing fees associated with our registered trademarks and trade names. The Kapalua Club is a private, non-equity club that provides its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort. These amenities include 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. The Kapalua Club does not own or operate any resort amenities. The member dues collected are primarily used to pay contracted fees that provide members with access to the spa, beach club and other resort amenities. Revenues and operating costs and expenses associated with operation of the Kapalua Club and licensing fees were comparable for the three months ended June 30, 2026 and 2025. Operating costs and expenses decreased to $0.6 million during the six months ended June 30, 2026, compared with $0.8 million during the six months ended June 30, 2025 primarily due to reductions in amenity fees.
On May 27, 2026, (the "Company"), a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement and Escrow Instructions (the “Purchase Agreement”) with DC Kapalua 1 Property, LLC, a Delaware corporation, (the “Buyer”), pursuant to which the Company agreed to sell to the Buyer certain real property (the “Property”) located in Kapalua, Maui, Hawaii, consisting of (i) 8.783 acres of land (“Lot 2-D”), and (ii) up to 3.5 acres of an adjacent land parcel (the “Additional Land”). The purchase price is $10,000,000 for Lot 2-D, plus an additional cost of $1,138,565 per acre of the Additional Land. The terms of the Purchase Agreement include a 90-day due diligence period (the “Due Diligence Period”) during which time Buyer shall determine whether the Property is suitable for its planned development. Before the end of the Due Diligence Period, Buyer shall notify the Company in writing (the “Acceptance Notice”) of its acceptance of the condition of the Property (the “Acceptance Date”). Following the delivery of the Acceptance Notice, Buyer shall pursue all governmental approvals required for its planned development of the Property. If the required approvals are not secured, either party may terminate the Purchase Agreement. The Purchase Agreement requires Buyer to make customary earnest money deposits to escrow, portions of which become nonrefundable based on the amount of time elapsed from the Acceptance Date. If Buyer terminates the Purchase Agreement or fails to deliver the Acceptance Notice before the Due Diligence Period expires, all deposits will be refunded to Buyer. In addition to the sale of the Property, the Purchase Agreement provides for (i) a non-exclusive license to use certain trademarks held by the Company, (ii) a master lease from the Buyer to Company of new street front retail space in Kapalua Village, and (iii) access to certain amenities provided by Buyer to Kapalua Club members.
COMMERCIAL REAL ESTATE LEASING
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 1,961 | $ | 1,870 | $ | 3,916 | $ | 3,821 | ||||||||
| Operating costs and expenses |
(907 | ) | (914 | ) | (1,679 | ) | (1,626 | ) | ||||||||
| Operating income |
$ | 1,054 | $ | 956 | $ | 2,237 | $ | 2,195 | ||||||||
Operating revenues from commercial real estate leasing activities for the three and six months ended June 30, 2026, were from commercial and industrial leases within the Company’s three commercial town centers located in Kapalua, Hali’imaile and Alaeloa (Napili). Both operating revenues and expenses were consistent during the three and six months ended June 30, 2026, compared to three and six months ended June 30, 2025.
Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui increased and these percentage rents, leasing revenues in general, and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the 2023 Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants. Revenue recognized from percentage rents during the six months ended June 30, 2026, amounted to $1.3 million as compared to $1.2 million during the six months ended June 30, 2025. 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 2026 to 2027.
Our leasing operations face substantial competition from other property owners in Maui and Hawaii.
LAND LEASING AND MANAGEMENT
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 1,502 | $ | 1,294 | $ | 2,689 | $ | 2,529 | ||||||||
| Operating costs and expenses |
(1,324 | ) | (1,059 | ) | (3,108 | ) | (1,741 | ) | ||||||||
| Operating income (loss) |
$ | 178 | $ | 235 | $ | (419 | ) | $ | 788 | |||||||
Operating revenues from land leasing and management activities increased to $1.5 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025, due to several new agricultural leases. Revenues were comprised of agricultural leases, ground and surface water distribution, and grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenues were consistent for the six months ended June 30, 2026 and 2025. Although there were new agricultural leases entered into during the six months ended June 30, 2026, surface water revenues were higher for the six months ended June 30, 2025.
The increase in land leasing and management operating costs and expenses of approximately $0.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, and increase of approximately $1.4 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to land management, conservation, watershed management, and utilities infrastructure costs of operations and administrative expenses.
AGRIBUSINESS VENTURES
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2026 |
2026 |
2026 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | - | $ | - | $ | - | $ | - | ||||||||
| Operating costs and expenses |
(39 | ) | (35 | ) | (93 | ) | (35 | ) | ||||||||
| Operating (loss) |
$ | (39 | ) | $ | (35 | ) | $ | (93 | ) | $ | (35 | ) | ||||
Agribusiness ventures consists primarily of the Company’s drought resistant agave farm and operations and related agricultural initiatives. While this segment is currently pre‑revenue, it incurs operating and development costs associated with land preparation and cultivation. The Company expects this segment to generate revenues in future periods through the sales of mature agave and potential farm-to-bottle joint venture arrangements. For the six months ended June 30, 2026, the Agribusiness ventures segment recorded operating costs and expenses of $0.1 million, consisting primarily of labor, and agricultural development expenditures. Because very little corresponding activity existed in the prior-year period, a comparative discussion of results is not applicable.
GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION
General and administrative costs and share-based compensation for the three months ended June 30, 2026 amounted to $2.7 million, compared to $1.8 million for the three months ended June 30, 2025. General and administrative costs and share-based compensation for the six months ended June 30, 2026 amounted to $4.9 million, compared to $4.8 million for the six months ended June 30, 2025. The increase in general and administrative costs is primarily attributed to seven additional full time hires, and increased audit and internal audit fees and additional marketing and public relations expenses at June 30, 2026 compared to June 30, 2025.
We account 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. The impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. The decrease in share-based compensation expenses for the six months ended June 30, 2026 was primarily attributable to lower non-cash stock compensation costs related to stock options issued to our directors and the Chief Executive Officer. Beginning in 2025, the Compensation Committee eliminated the use of options and replaced them with restricted stock grants. This change provides more predictable value to directors and executives while maintaining alignment with shareholders and reduces the number of underlying shares used to compensate our directors and executive officers and the related compensation expense.
OTHER INCOME
Other income of $0.3 million and $0.5 million was earned during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, other income was primarily due to a return of the overpayment of pension contributions made in 2025. During the six months ended June 30, 2025 other income was primarily due to the COVID-19 Employee Retention Credit refund.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Our cash and cash equivalents were $3.3 million and $5.3 million at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026, we had $16.5 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”). On December 22, 2025, we executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement with the Bank (collectively the “Agreements”) increasing the credit limit from $15.0 million to $25.0 million and extending the maturity date of the Credit Facility to December 31, 2030. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as collateral for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative, and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.
We received a covenant waiver from the bank for the six months ended June 30, 2026.
Cash Flows
Net cash used by our operating activities for the six months ended June 30, 2026, was $2.4 million compared to $0.7 million for the six months ended June 30, 2025.
There was land development revenue during the six months ended June 30, 2025, in the amount of $3.2 million that was attributed to the Honokeana Homes project, however, there was no such revenue during the six months ended June 30, 2026.
Other income of $0.3 million and $0.5 million was earned during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, other income was primarily attributable to a refund of excess pension contributions made in 2025. During the six months ended June 30, 2025, other income was primarily due to the COVID-19 Employee Retention Credit refund.
The outstanding balance of our Credit Facility was $8,500,000 at June 30, 2026.
Capital Resources
Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next twelve months and the foreseeable longer term.
Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section titled Critical Accounting Policies and Estimates in Part II, Item 7, within our Annual Report. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in our Annual Report.
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company and are not required to disclose this information.
| CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026, to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.
Changes in Internal Controls Over Financial Reporting
There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the six months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| LEGAL PROCEEDINGS |
For information related to Item 1. Legal Proceedings, refer to Note 10 - Commitments and Contingencies, to our condensed consolidated interim financial statements included in this Quarterly Report.
| RISK FACTORS |
Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the six months ended June 30, 2026, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Recent Sales of Unregistered Securities
None.
Repurchase of Equity Securities
No equity securities were repurchased during the second quarter of 2026.
| Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
| Item 4 |
MINE SAFETY DISCLOSURES |
None.
| Item 5 | OTHER INFORMATION |
| EXHIBITS |
| 10.11*# |
|
| 10.12* |
|
| 31.1* |
|
| 31.2* |
|
| 32.1** |
|
| 32.2** |
|
| 101.INS* |
Inline XBRL Instance Document |
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Document |
| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Link Document |
| 104* |
Cover Page In Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed herewith |
| # |
Portions of this exhibit have been redacted and schedules and certain exhibits have been omitted in accordance with Items 601(b)(2) and 6.01(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit and to furnish supplementally any omitted schedules and exhibits to the Securities and Exchange Commission (the “SEC”) upon its request. |
| ** |
The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MAUI LAND & PINEAPPLE COMPANY, INC. |
||
| August 14, 2026 |
/s/ WADE K. KODAMA |
|
| Date |
Wade K. Kodama |
|
| Chief Financial Officer |
||
| (Principal Financial Officer, Principal Accounting Officer) |