Maui Land & Pineapple Co Inc 10-K for FY2022
Maui Land & Pineapple Co Inc (MLP)
About this 10-K
Maui Land & Pineapple Co Inc filed this 10-K on March 24, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $20.96M
- up 68.4% from $12.44M a year earlier
- Net income
- $1.79M
- compared with a net loss of $3.42M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
|
For the fiscal year ended |
|
Or |
|
|
|
Commission file number
(Exact name of registrant as specified in its charter) |
|
|
|
|
(Address of principal executive offices) (Zip Code) |
|
|
|
|
|
( |
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 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 company has filed a report and attestation to its report management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes
|
$ |
|
|
DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in Part III, Items 10-14 of this Form 10-K. |
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 2022 (this “Annual Report”), filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission (“SEC”), contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this Annual Report and can be identified by words such as “anticipate,” “believe,” “continue” or “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” or “would,” or the negative or other variations thereof or comparable terminology. In particular, forward-looking statements contained in this Annual Report relate to, among other things, our future events, future financial performance, results of operations, strategic plans and objectives, and recent accounting pronouncements. We caution you that the foregoing list may not include all of the forward-looking statements made in this Annual Report. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from those that we are currently expecting, and are subject to considerable risks and uncertainties impacted by various factors, including the following, without limitation:
|
● |
unstable macroeconomic market conditions; |
|
● |
risks associated with real estate investments and the real estate market; |
|
● |
an outbreak of a highly infectious or contagious disease such as the COVID-19 pandemic and its variants; |
|
● |
security incidents through cyber-attacks or intrusions on our information systems |
|
● |
our location in Hawaii; |
|
● |
our ability to complete land development projects within forecasted time and budget expectations, if at all; |
|
● |
our ability to obtain required land use entitlements at reasonable costs, or at all; |
|
● |
our ability to successfully compete with other developers of real estate in Maui; |
|
● |
environmental regulations pertaining to land development; |
|
● |
risk of climate change, severe weather or natural disasters could adversely impact our business; |
|
● |
our insurance coverages may be inadequate to cover catastrophic losses; |
|
● |
unauthorized use of our trademarks could negatively impact our business; |
|
● |
market volatility of asset values and interest rates could materially impact the funded status of our defined benefit pension plans; and |
|
● |
changes in U.S. accounting standards may adversely impact us. |
The forward-looking statements contained in this Annual Report are based on management’s current plans, estimates and expectations in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. Actual results may differ materially from our expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within this Annual Report, our quarterly reports on Form 10-Q, and in the other reports we file 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 Annual 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 Annual 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 Annual Report.
|
i |
||
|
Item 1. |
1 |
|
|
Item 1A. |
4 |
|
|
Item 1B. |
10 |
|
|
Item 2. |
10 |
|
|
Item 3. |
10 |
|
|
Item 4. |
11 |
|
|
Item 5. |
11 |
|
|
Item 6. |
11 |
|
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 |
|
Item 7A. |
16 |
|
|
Item 8. |
17 |
|
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
37 |
|
Item 9A. |
37 |
|
|
Item 9B. |
38 |
|
|
Item 10. |
38 |
|
|
Item 11. |
38 |
|
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
38 |
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
39 |
|
Item 14. |
39 |
|
|
Item 15. |
39 |
|
|
41 |
||
|
BUSINESS |
Overview
Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909. On June 29, 2022, the Company’s stockholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation 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. No change in ownership resulted from the reincorporation as each outstanding share of common stock was automatically converted into one share of the reincorporated Company. The name of the Company after reincorporation remains Maui Land & Pineapple Company, Inc. and shares of its common stock continue to be listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MLP.”
Depending upon the context, the terms “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries.
We own approximately 22,000 acres of land on the island of Maui, Hawaii and develop, sell, and manage residential, resort, commercial, agricultural, and industrial real estate through the following business segments:
• Real Estate — Our real estate operations consist of land planning and entitlement, development, and sales activities.
• Leasing — Our leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names, management of potable and non-potable water systems in West and Upcountry Maui, and stewardship of conservation areas.
• Resort Amenities — We manage the operations of the Kapalua Club, a private, non-equity club program providing our members special programs, access, and other privileges at certain amenities at the Kapalua Resort.
For additional information and operating results related to the above business segments refer to the section entitled “General Development of Business” in this Item 1 and in Note 13 to our financial statements set forth in Item 8 of this Annual Report.
General Development of Business
Real Estate
Our Real Estate segment includes all land planning, entitlement, development, and sales activities of our landholdings on Maui. Our principal real estate development is the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. The following is a summary of our landholdings in acres as of December 31, 2022:
|
West Maui |
Upcountry Maui |
Total |
||||||||||
|
Fully entitled urban |
900 | - | 900 | |||||||||
|
Agricultural zoned |
10,800 | 1,500 | 12,300 | |||||||||
|
Conservation/watershed |
9,000 | - | 9,000 | |||||||||
| 20,700 | 1,500 | 22,200 | ||||||||||
Revenues from our Real Estate segment totaled $11.6 million, or approximately 55% of our total operating revenues for the year ended December 31, 2022.
Real Estate Planning and Entitlements – Appropriate entitlements must be obtained for land that is intended for development. Securing proper land entitlements is a process that requires obtaining county, state and federal approvals, which can take many years to complete and entails a variety of risks. The entitlement process requires that we satisfy all conditions and restrictions imposed in connection with such governmental approvals, including, among other things, construction of infrastructure improvements, payment of impact fees – for conditions such as schools, public parks and traffic mitigation – restrictions on permitted uses of the land, and provision of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain necessary entitlements consistent with the needs of the community.
We have approximately 1,200 acres of land on Maui that are in various stages of the development process. The following is a summary of our development projects as of December 31, 2022:
|
Location |
Approximate Number of |
Zoned for |
Anticipated Completion Dates |
||||||
|
Kapalua Resort |
900 |
Yes |
2024 - 2039 | ||||||
|
Hali’imaile Town |
300 |
No |
2029 - 2034 | ||||||
We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:
|
• |
Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s. Today, the Kapalua Resort is an internationally recognized world-class destination resort and residential community. We presently have entitlements to develop a variety of projects in the Kapalua Resort. Two that are currently planned include Kapalua Mauka and Kapalua Central Resort. |
|
Kapalua Mauka is a long-term expansion project of the Kapalua Resort which is located directly upslope of the existing resort development. As presently planned, it encompasses 800 acres and includes up to 639 residential units with extensive amenities, including up to 27 additional holes of golf. State and County land use entitlements have been secured for this project. |
|
Kapalua Central Resort is a commercial town center and residential community located in the core of the Kapalua Resort. It is comprised of 46 acres and is planned to include up to 61,000 square feet of commercial space and 196 condominium and multi-family residential units. State and County land use entitlements have been secured for this project.
In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a (5) five-year extension of a Special Management Area (“SMA”) permit issued by the County of Maui by April 10, 2023. If the extension is not approved by April 10, 2023, the purchase agreement will terminate. If the extension is approved, the closing date is expected to be no later than (30) thirty days after the date of the extension approval. |
|
• |
Hali`imaile Town: An expansion of an existing plantation town in Upcountry Maui, this project is contemplated to be a holistic traditional community with agriculture and sustainability as core design elements. The project includes 290 acres classified as “Small Town” in the long-range County of Maui Island Plan. This designation allows the potential for residential, industrial and commercial development at a moderate density. We are in the early stages of this project’s development and securing State and County land use entitlements are expected to take several years. |
Projected development costs are expected to be financed by debt financing, private investment, joint ventures with other development or construction companies, or a combination of these methods.
The price and market for luxury and other real estate in Maui are highly cyclical and influenced significantly by interest rates, the general real estate markets in the mainland United States and specifically the West Coast, the popularity of Hawaii as a vacation destination and second-home market, the general condition of the economy in the United States and Asia, and the relationship of the dollar to foreign currencies. Our Real Estate segment faces substantial competition from other landowners and developers on the island of Maui, as well as in other parts of Hawaii and the mainland United States.
Leasing
Our Leasing segment operations include commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to stewardship and conservation efforts.
Revenues from our Leasing segment totaled $8.5 million, or approximately 41% of our total operating revenues for the year ended December 31, 2022.
Commercial and Industrial Leases – We are the owner and lessor of approximately 194,000 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities. The following summarizes information related to our commercial and industrial leases as of December 31, 2022:
|
Total |
Average |
Lease |
||||||||||
|
Square |
Occupancy |
Expiration |
||||||||||
|
Footage |
Percentage |
Dates |
||||||||||
|
Kapalua Resort |
57,000 | 93% | 2023 - 2048 | |||||||||
|
Other West Maui |
24,000 | 96% | 2024 - 2034 | |||||||||
|
Upcountry Maui |
113,000 | 77% | 2023 - 2032 | |||||||||
Agricultural Leases – We are the lessor of approximately 4,000 acres of diversified agriculture, renewable energy, eco tours, and activities land leases in West and Upcountry Maui.
Trademark and Trade Name Licensing – We currently have licensing agreements for the use of our registered Kapalua trademarks and trade names with several different companies, mainly in conjunction with our agricultural, commercial and industrial leases.
Potable and Non-Potable Water Systems – We own and operate several potable water wells, non-potable irrigation water ditches, reservoirs and transmission systems serving the Kapalua Resort, the County of Maui, and agricultural users in West and Upcountry Maui.
Stewardship and Conservation – We manage the conservation of a 9,000-acre nature and watershed preserve in West Maui. A portion of our stewardship and conservation efforts is subsidized by the State of Hawaii.
Our Leasing segment operations are highly sensitive to economic conditions, including tourism and consumer spending levels and faces substantial competition from other property owners in Maui and Hawaii. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand for our potable and non-potable water.
Resort Amenities
Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and a private pool-side dining beach club.
Revenues from our Resort Amenities segment totaled $0.9 million, or approximately 4% of our total operating revenues for the year ended December 31, 2022.
The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawaii.
Employees
We had nine full-time employees at December 31, 2022, none of whom are members of a collective bargaining group.
We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors. Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor Relations section of the website. We will promptly disclose on our website the nature of any amendment to, or waiver or implicit waiver from, our Code of Business Conduct and Ethics that applies to any principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions.
An executive compensation program is designed and administered by the Compensation Committee of the Board of Directors. The program includes annual and long-term incentive compensation plans for certain of the Company’s executive officers. Payouts are payable in common stock and are based on achieving predetermined thresholds under various performance measurements. An advisory vote of stockholders is cast annually on the compensation paid to our named executive officers.
Available Information
Our internet address is www.mauiland.com. Information about the Company is also available on www.kapalua.com. Reference in this Annual Report to these website addresses does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC’s website at www.sec.gov.
|
RISK FACTORS |
Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investing in the Company’s common stock involves substantial risk. The Company’s stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the SEC from time to time. If any of these risks are realized, our business, financial condition, results of operations, liquidity and prospects could be materially and adversely affected. In that case, the value of the Company’s common stock could decline, and stockholders may lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business. Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. For additional information, refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report.
Risks Related to our Business
Unstable macroeconomic market conditions could materially and adversely affect our operating results.
Our operations and performance depend on worldwide economic conditions. Uncertainty about global economic conditions poses a risk to our business as consumers, tourists and real estate investors postpone or reduce spending in response to tighter credit markets, energy costs, negative financial news, reduced consumer confidence, and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services. Other factors that could influence demand include increases in fuel costs, conditions in the residential real estate and mortgage markets, interest rates, labor costs, access to credit on reasonable terms, geopolitical issues, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and services and on our financial condition and operating results.
In addition, should current equity or credit market conditions deteriorate, or if our expenses increase unexpectedly, it may become necessary for us to raise additional capital in the form of a debt or equity financing, or a combination of the two. A downturn in industry, market or economic conditions could make debt or equity financing more difficult, more costly, and, in the case of an equity financing, more dilutive to our existing stockholders. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our ability to execute our current business strategy, as well as our financial performance and stock price.
Real estate investments are subject to numerous risks and we are negatively impacted by downturns in the real estate market.
We are subject to risks that generally relate to investments in real property because we develop, sell, and lease real property, primarily for residential use. The market for real estate on Maui and in Hawaii generally tends to be highly cyclical and is typically affected by numerous changes in local, national, and worldwide conditions, especially economic conditions, many of which are beyond our control, including the following:
|
• |
periods of economic uncertainty and weakness in Hawaii and in the United States generally; |
|
• |
uncertainties and changes in U.S. social, political, regulatory, and economic conditions or laws and policies, and concerns surrounding ongoing developments in the European Union, the Middle East and Asia; |
|
• |
high unemployment rates and low consumer confidence; |
|
• |
the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; |
|
• |
energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawaii; |
|
• |
local, state, and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than what we believe our property is worth; |
|
• |
the popularity of the Kapalua Resort area, the island of Maui, and the State of Hawaii as a vacation destination or second home market; |
|
• |
the relationship of the dollar to foreign currencies; |
|
• |
tax law changes, including limits or potential elimination of the deductibility of certain mortgage interest expenses, real property taxes and employee relocation expenses; and/or |
|
• |
acts of God, such as tsunamis, hurricanes, earthquakes, and other natural disasters, including the impacts of the COVID-19 pandemic and its variants. |
Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant decline in the market for residential or luxury real estate, which, in turn, could adversely affect our development plans, revenues and profitability. During low periods of demand, real estate may remain on hand for much longer than expected or be sold at lower-than-expected returns, or even at a loss, which could impair our liquidity and ability to proceed with development projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offs of deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the current economic environment, equity real estate investments may be difficult to sell quickly and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions.
The COVID-19 pandemic, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow.
The spread of a highly infectious or contagious disease, such as COVID-19 and its variants, has caused and could continue to cause severe disruptions in the U.S. economy, which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The COVID-19 pandemic has caused significant disruption in business activity and financial markets both globally and in the United States. Many states and localities have imposed limitations on commercial activity and public gatherings and events, as well as moratoria on evictions. Concern regarding the spread of COVID-19 may continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, increased unemployment, restrictions on travel, reduced tourism to Maui, reduced real estate development activity and overall economic and financial market instability, all of which may result in a decrease in our business, financial condition and results of operations. Such conditions are likely to exacerbate many of the risks described elsewhere in this section. Therefore, to the extent that economic activity, travel, real estate development and business conditions are impacted, our business, financial condition, results of operations and cash flows could be materially adversely affected. If related government restrictions impact the buyers’ determinations during the respective due diligence periods, the sales of these assets may be adversely impacted.
Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, such as spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations.
Our businesses are dependent on attracting visitors to the Kapalua Resort, to the island of Maui, and to the State of Hawaii as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as worldwide economic uncertainty and weakness, the level of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, and events in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition and results of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the threat, or perceived threat, of the spread of contagious diseases, such as COVID-19 and its variants, could negatively affect a potential visitor’s choice of vacation destination or second home location or result in travel bans that could, as a result, have a material adverse impact on our business, financial condition and results of operations.
We have previously been involved in joint ventures and may be subject to risks associated with future joint venture relationships.
We have previously been involved in partnerships, joint ventures and other joint business relationships, and may initiate future joint venture projects. A joint venture involves certain risks such as:
|
• |
our actual or potential lack of voting control over the joint venture; |
|
• |
our ability to maintain good relationships with our joint venture partners; |
|
• |
a venture partner at any time may have economic or business interests that are inconsistent with ours, especially in light of economic uncertainty and weakness; |
|
• |
a venture partner may fail to fund its share of operations and development activities, or to fulfill its other commitments, including providing accurate and timely accounting and financial information to us; and |
|
• |
a joint venture or venture partner could lose key personnel. |
In connection with our joint venture projects, we may be asked to guarantee the joint venture’s obligations, or to indemnify third parties in connection with a joint venture’s contractual arrangements. If we were to become obligated under such arrangements or become subject to the risks associated with joint venture relationships, our business, financial condition and results of operations may be adversely affected.
If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected.
We intend to develop resort and other properties as suitable opportunities arise, taking into consideration the general economic climate. New project developments have a number of risks, including risks associated with:
|
• |
construction delays or cost overruns that may increase project costs; |
|
• |
receipt of zoning, occupancy and other required governmental permits and authorizations; |
|
• |
development costs incurred for projects that are not pursued to completion; |
|
• |
earthquakes, tsunamis, hurricanes, floods, fires or other natural disasters that could adversely impact a project; |
|
• |
defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation; |
|
• |
ability to raise capital; |
|
• |
impact of governmental fines and assessments such as park fees or affordable housing requirements; |
|
• |
governmental restrictions on the nature or size of a project or timing of completion; and |
|
• |
the potential lack of adequate building/construction capacity for large development projects. |
If any development project is not completed on time or within budget, this could have a material adverse effect on our financial results.
If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected.
The financial performance of our Real Estate segment is dependent upon our success in obtaining land use entitlements for proposed development projects. Obtaining all of the necessary entitlements to develop a parcel of land is often difficult, costly and may take several years, or longer, to complete. In some situations, we may be unable to obtain the necessary entitlements to proceed with a real estate development or may be required to alter our plans for the development. Delays or failures to obtain these entitlements may have a material adverse effect on our financial results.
If we are unable to successfully compete with other developers of real estate in Maui, our financial results could be materially adversely affected.
Our real estate products face significant competition from other luxury resort real estate properties on Maui, and from other residential property in Hawaii and the mainland United States. In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors, our financial results could be materially adversely affected.
We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development.
Various federal, state, and local environmental laws, ordinances and regulations regulate our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent our real property or to borrow using our real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Certain laws, ordinances, and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property.
Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition, and results of operations.
Natural disasters could damage our resort and real estate holdings, resulting in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our business, financial condition and results of operations. Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their assets or operations.
Our insurance coverages may be inadequate to cover any losses we incur.
We maintain various insurance coverages for our business. We have engaged experts to assist us in the determination of our insurance policy terms, including coverage limits and deductibles, based on an evaluation of the level of potential risk, exposure and costs involved. This may result in insurance coverage that may not be sufficient to cover the full value of our losses in certain catastrophic or unforeseen circumstances. In addition, securing coverage in the event we file a claim under our insurance policies may involve substantial time, effort, resources, and the risk that the insurance carrier may deny or dispute coverage under the policy. Under such circumstances, we may not receive insurance proceeds or the insurance proceeds we receive may not fully cover business interruptions or losses and our operating results, liquidity and financial condition could be adversely affected.
Unauthorized use of our trademarks could negatively impact our businesses.
We have several trademarks that we have registered in the United States and in several foreign countries. To the extent that our exclusive use of these trademarks is challenged, we intend to vigorously defend our rights. If we are not successful in defending our rights, our businesses could be adversely impacted.
Market volatility of asset values and interest rates affect the funded status of our defined benefit pension plans and could, under certain circumstances, have a material adverse effect on our financial condition.
We have a defined benefit pension plan which was frozen with respect to benefits and the addition of participants in 2011. The funded status and our ability to satisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants. If we are unable to adequately fund or meet our future obligations with respect to the plan, our business, financial condition and results of operations may be adversely affected.
Changes in U.S. accounting standards may adversely impact us.
The regulatory boards and government agencies that determine financial accounting standards and disclosures in the U.S., including the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) (collectively, the “Boards”) and the SEC, continually change and update the financial accounting standards we must follow.
Any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems and to update our policies, procedures, information systems, and internal controls over financial reporting, could result in materially inaccurate financial statements, which in turn could harm our operating results or cause us to fail to meet our reporting obligations. The adoption of new accounting standards could also affect the calculation of our credit facility covenants. We cannot be assured that we will be able to work with our lenders to amend our credit facility covenants in response to changes in accounting standards.
Security incidents through cyber-attacks, cyber intrusions, or other methods could disrupt our information technology networks and related systems, cause a loss of assets or loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could result in substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.
Information technology, communication networks, and related systems are essential to the operation of our business. We use these systems to manage our tenant, vendor and customer relationships, internal communications, accounting and record-keeping systems, and many other key aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks, which also depend on the strength of our procedures and the effectiveness of our internal controls.
A security incident may occur through physical break-ins, breaches of our secure network by an unauthorized party, software vulnerabilities, malware, computer viruses, attachments to emails, employee theft or misuse, social engineering, or inadequate use of security controls. Outside parties may attempt to fraudulently induce our employees to disclose sensitive information or transfer funds via illegal electronic spamming, phishing, spoofing or other tactics. Additionally, cyber attackers can develop and deploy malware, credential theft or guessing tools, and other malicious software programs to gain access to sensitive data or fraudulently obtain assets we hold.
We have implemented security measures to safeguard our systems and data and to manage cyber security risk. We monitor and develop our information technology networks and infrastructure and invest in the development and enhancement of our controls designed to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have a security impact. We conduct periodic security awareness trainings for our employees to educate them on how to identify and alert management regarding phishing emails, spoofed or manipulated electronic communications, and other critical security threats. We have implemented internal controls around our treasury function including enhanced payment authorization procedures, verification requirements for new vendor set-up and vendor information changes and bolstered outgoing payment notification processes and account reconciliation procedures.
While, to date, we are not aware of having experienced a significant security incident or cyber-attack, there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a security incident.
A principal reason that we cannot provide absolute protection from security incidents is that it may not always be possible to anticipate, detect, or recognize threats to our systems, or to implement effective preventive measures against all security incidents due to, among other things, the frequent change in techniques used in cyber-attacks, which may not be recognized until launched, and the wide variety of sources from which a cyber-attack can originate. We may not be able to immediately address the consequences of a security incident due to a cyber-attack.
The extent of a particular cyber-attack and the steps that we may need to take to investigate the attack may not be immediately clear. Therefore, in the event of an attack, it may take a significant amount of time before such an investigation can be completed. During an investigation, we may not necessarily know the extent of the damage incurred or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, which could further increase the costs and consequences of a cyber-attack.
Even if we are not targeted directly, cyber-attacks on the U.S. government, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, and other third parties with whom we do business, could disrupt our normal business operations and networks.
We maintain insurance to protect ourselves against certain losses incurred in the event of a security incident or disruption of our information systems. However, we cannot be certain that the coverage will be adequate to compensate us for all damages that may arise. In addition, we cannot be certain that such insurance coverages will remain available to us in the future on commercially reasonable terms, or at all.
Risks Related to Indebtedness
We have entered into a credit agreement for a $15.0 million revolving line of credit facility with a bank. The credit facility has a maturity date of December 31, 2025 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations, and adversely affect our operations and financial results.
The terms of our credit facility include covenants requiring among other things, a minimum of $2.0 million in liquidity (as defined), a maximum of $45.0 million in total liabilities and a limitation on new indebtedness. Our ability to continue to borrow under our credit facility to fund our business initiatives depends upon our ability to comply with these covenants.
Our business initiatives for the next twelve months 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.
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.
Risks Relating to our Stock
Our stock price has been subject to significant volatility.
In 2022, the low and high share prices of our common stock ranged from $8.27 to $12.36. Our stock price has been, and may continue to be, subject to significant volatility. Among others, including the risks and uncertainties discussed in this Annual Report, the following factors, some of which are out of our control, may cause the market price of our common stock to continue to be volatile:
|
• |
our quarterly or annual earnings or those of other companies in our industry; |
|
• |
actual or unanticipated fluctuations in our operating results; |
|
• |
the relatively low volume of trading in our stock; and |
|
• |
the lack of significant securities analysts coverage of our stock. |
Fluctuations in the price of our common stock may also be exacerbated by economic and other conditions in Maui in particular, or conditions in the financial markets generally.
Share ownership by our affiliates make it more difficult for third parties to acquire us or effectuate a change of control that might be viewed favorably by other stockholders.
Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2022. As a result, if these affiliates were to oppose a third party’s acquisition proposal for, or a change in control of, the Company, these affiliates may have sufficient voting power to be able to block or at least delay such an acquisition or change in control from taking place, even if other stockholders would support such a sale or change of control.
Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices.
The average daily trading volume in our common stock for the year ended December 31, 2022, was approximately 8,000 shares. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of our common stock may be made more volatile because of the relatively low volume of trading in our common stock. When trading volume is low, significant price movement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses.
We do not anticipate declaring any cash dividends on our common stock.
We have not declared or paid regular cash dividends on our common stock. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. The payment of cash dividends by us is restricted by our credit facility which contains covenants prohibiting us from paying any cash dividends without the lender’s prior approval. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.
If we do not meet the continued listing requirements of the NYSE, our common stock may be delisted.
Our common stock is currently listed on the NYSE. If we are unable to maintain compliance with the NYSE’s continued listing standards the NYSE may take action to delist our common stock. Delisting could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducing the number of investors willing to hold or acquire our common stock, and limiting our ability to issue additional securities or obtain additional financing in the future, and might negatively impact our reputation and, as a consequence, our business. In addition, if our common stock is delisted, it would violate the covenants of our credit facility.
We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.
If unanticipated contingencies or other unforeseen circumstances arise, it may be necessary for us to raise additional capital either through public or private equity or debt financing. We cannot say with any certainty that we will be able to obtain the additional needed funds on reasonable terms, or at all. If we were to raise capital through the issuance of our common stock or securities convertible or exercisable into our common stock, our existing stockholders may suffer significant dilution. If we issued preferred equity or debt securities, these securities could have rights superior to holders of our common stock and could contain covenants that will restrict our operations. If additional funds are raised through a bank credit facility or the issuance of debt securities, the holder of such indebtedness would have rights senior to the rights of equity holders and the terms of such indebtedness could impose restrictions on our operations.
|
UNRESOLVED STAFF COMMENTS |
None.
|
PROPERTIES |
Most of our land was acquired from 1911 to 1932 and, accordingly, has a relatively low cost basis. The following is a summary of our landholdings as of December 31, 2022:
|
Acres |
||||
|
West Maui |
20,700 | |||
|
Upcountry Maui |
1,500 | |||
|
Total |
22,200 | |||
Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet. It includes approximately 900 acres within the 3,000-acre Kapalua Resort. Leasing revenue is generated from restaurants, retail outlets, office buildings, warehouses, and other resort activities. The remaining lands consist of former pineapple fields, gulches, undeveloped coastal and forest areas, and our 9,000-acre conservation watershed preserve. Leasing revenue from agricultural and industrial leases, management of water systems, and stewardship and conservation grants are received from these properties.
In December 2021, we entered into an agreement to sell our Kapalua Central Resort property for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a (5) five-year extension of a Special Management Area (“SMA”) permit issued by the County of Maui by April 10, 2023. If the extension is not approved by April 10, 2023, the purchase agreement will terminate. If the extension is approved, the closing date is expected to be no later than (30) thirty days after the date of the extension approval.
Our Upcountry Maui landholdings are situated at elevations between 1,000 and 2,000 feet above sea level on the slopes of Haleakala, a volcanic-formed mountain on the island that rises above 10,000 feet in elevation. Commercial, industrial, and agricultural leasing revenue is generated from our Upcountry Maui properties.
We have pledged certain of our real estate properties in the Kapalua Resort as security for borrowings under our credit facility.
We own our corporate office located in the Kapalua Resort. We believe our facilities are suitable and adequate for our business and have sufficient capacity for the purposes for which they are currently being used or intended to be used. For additional information, refer to the section entitled “Business” in this Annual Report.
|
LEGAL PROCEEDINGS |
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 our Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in our former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant.
The DOH agreed to defer the Order as we continue to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The construction of additional leach fields and installations of a surface aerator, sludge removal system, and natural pond cover using water plants were completed. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. An administrative hearing date has been scheduled for June 2023.
We have accrued approximately $23,000 related to the administrative penalty as of December 31, 2022. We are presently unable to estimate the remaining amount, or range of amounts, of any probable liability, if any, related to the Order and no additional provision has been made in the accompanying financial statements.
From time to time, we are a party to various claims, complaints and other legal actions that have arisen in the normal course of our business activities. We believe the outcome of any of these pending legal proceedings is not likely to have a material adverse effect on our operations, financial position or cash flows.
|
MINE SAFETY DISCLOSURES |
Not applicable.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock is traded on the NYSE under the symbol “MLP.” Our ability to declare dividends is restricted by the terms of our credit agreement. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. As of February 24, 2023, there were 227 stockholders of record of our common stock, which do not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
Unregistered Sales of Equity Securities
None.
Repurchases
None.
Securities Authorized For Issuance Under Equity Compensation Plans
The information regarding securities authorized for issuance under our equity compensation plans is set forth in Part III, Item 12 of this Annual Report.
|
[RESERVED] |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis should be read in conjunction with the forward-looking statements disclaimer set forth at the beginning of this Annual Report, the risk factors set forth in Item 1A of this Annual Report, and our financial statements and the notes to those statements set forth in Item 8 of this Annual Report.
RESULTS OF OPERATIONS
Comparison of Years Ended December 31, 2022 and 2021
CONSOLIDATED
|
Years Ended December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands except share amounts) |
||||||||
|
Operating revenues |
$ | 20,960 | $ | 12,443 | ||||
|
Segment operating costs and expenses |
(6,171 |
) |
(5,600 |
) |
||||
|
General and administrative |
(2,795 |
) |
(2,569 |
) |
||||
|
Share-based compensation |
(1,278 |
) |
(1,449 |
) |
||||
|
Depreciation |
(1,109 |
) |
(1,188 |
) |
||||
|
Operating income |
9,607 | 1,637 | ||||||
|
Other income |
71 | 13 | ||||||
|
Pension and other postretirement expenses |
(7,885 |
) |
(4,732 |
) |
||||
|
Interest expense |
(6 |
) |
(122 |
) |
||||
|
Income (Loss) from continuing operations |
1,787 | (3,204 |
) |
|||||
|
Loss from discontinued operations |
- | (216 |
) |
|||||
|
Net Income (Loss) |
$ | 1,787 | $ | (3,420 |
) |
|||
|
Income (loss) from continuing operations per Common Share |
$ | 0.09 | $ | (0.17 |
) |
|||
|
Loss from discontinuing operations per Common Share |
$ | - | $ | (0.01 |
) |
|||
|
Net income (loss) per Common Share |
$ | 0.09 | $ | (0.18 |
) |
|||
REAL ESTATE
|
Years Ended December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Operating revenues |
$ | 11,600 | $ | 3,400 | ||||
|
Operating costs and expenses |
(1,026 |
) |
(750 |
) |
||||
|
Operating income |
$ | 10,574 | $ | 2,650 | ||||
Real estate operating revenues include the sales of our real estate inventory. The increase in our consolidated operating income for the year ended December 31, 2022 compared to year ended December 31, 2021 was primarily attributed to the sales of real estate inventory during the year.
In June 2022, we sold approximately 50 acres in West Maui to the County of Maui for development of a regional park. Net proceeds of $1.9 million were collected upon closing.
In February 2022, we entered into an agreement to sell a 646-acre parcel of agricultural land in Upcountry Maui. Terms of the agreement, as amended, included a purchase price of $9.6 million, a diligence period of three months, and other customary closing conditions. Net proceeds of $9.2 million were collected upon closing in May 2022.
In December 2021, we sold to the County of Maui the fee simple interest in a 1.065-acre property in West Maui, otherwise known as Lot B-1 of the Gorilla Foundation Subdivision, for $0.1 million.
In November 2021, we received twelve residential workforce housing credits valued at $0.6 million pursuant to Maui County Code Section 2.96.050 from the buyer of a 5.27-acre parcel located in Kapalua Resort, also known as Site 6-0. As a condition of the sale in 2016, the buyer of the parcel was required to transfer these credits within five years of closing.
In June 2021, we sold and granted to a conservation organization a perpetual, non-exclusive conservation easement consisting of approximately 791 acres of unimproved land in Honolua Valley for $0.9 million. This easement permits the buyer right of entry to perform improvements to the property and enhance its conservation and preservation efforts in the area.
In May 2021, we sold the property commonly known as the Steeple House located in the Kapalua Resort for $1.8 million. The sale included the fee simple interest of the 1.1-acre parcel as well as buildings and improvements located on the property.
There were no significant real estate development expenditures during the years ended December 31, 2022 and 2021, respectively.
Real estate development and sales are cyclical and depend on several factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment.
LEASING
|
Years Ended December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Operating revenues |
$ | 8,513 | $ | 8,103 | ||||
|
Operating costs and expenses |
(3,598 |
) |
(3,495 |
) |
||||
|
Operating income |
$ | 4,915 | $ | 4,608 | ||||
Operating revenues from leasing activities for the year ended December 31, 2022, were comprised of $6.5 million from commercial, industrial, and agricultural leases, $1.0 million of licensing fees from our registered trademarks and trade names, and $1.0 million from potable and non-potable water system sales compared to $6.2 million from commercial, industrial, and agricultural leases, $0.7 million of licensing fees from our registered trademarks and trade names, and $1.2 million from potable and non-potable water system sales for the year ended December 31, 2021.
The elimination of COVID-19 related travel restrictions and social distancing measures resulted in increased visitor traffic to the island of Maui. Income recognized from our commercial leasing portfolio was correspondingly higher for the year ended December 31, 2022 compared to the year ended December 31, 2021, specifically higher percentage rental income. Certain rental income is contingent upon the sales of the tenant exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. Percentage rental income was $1.9 million and $1.5 million during the years ended December 31, 2022 and 2021, respectively.
The increase in leasing operating costs and expenses for the year ended December 31, 2022, compared to the year ended December 31, 2021, was primarily due to higher property maintenance costs for our commercial leasing portfolio properties.
Our leasing operations face substantial competition from other property owners in Maui and Hawaii.
RESORT AMENITIES
|
Years Ended December 31, |
||||||||
|
2022 |
2020 |
|||||||
|
(in thousands) |
||||||||
|
Operating revenues |
$ | 847 | $ | 940 | ||||
|
Operating costs and expenses |
(1,547 |
) |
(1,355 |
) |
||||
|
Operating loss |
$ | (700 |
) |
$ | (415 |
) |
||
Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa, 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 and the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club and other resort amenities.
The decrease in operating revenues for year ended December 31, 2022, compared to the year ended December 31, 2021, was due to lower membership levels of the Kapalua Club.
Contracted fee expenses correspondingly increased for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to higher contracted golf course fees charged to the Company.
Member dues may be affected in future periods depending on the impact of COVID-19 on public health measures and travel regulations.
OTHER INCOME
We earned approximately $67,000 of investment income from our interest-bearing cash and investment accounts established in October 2022.
In March 2021, we received a final closing distribution of $13,000 from our 51% ownership interest in Kapalua Bay Holdings, LLC (“KBH”). The investment was previously written down to zero in 2009.
PENSION EXPENSE
In November 2022 and 2021, the Company signed purchase agreements with insurers to annuitize the scheduled pension payments of certain plan participants. Approximately $14.5 million and $10.5 million were disbursed from plan assets for the group annuity contracts in 2022 and 2021, respectively. Settlement charges of $7.5 million and $4.3 million were recognized in pension expense for the years ended December 31, 2022 and 2021, respectively, as a result of the annuity purchases.
INTEREST EXPENSE
There were no outstanding borrowings on our credit facility with a bank at December 31, 2022 and 2021. Interest expense for the years ended December 31, 2022 and 2021 were zero and $0.1 million, respectively. On December 31, 2022 and 2021, interest rates on our credit facility were 6.38% and 2.12%, respectively.
DISCONTINUED OPERATIONS
In December 2019, we entered into an Asset Purchase Agreement (“Agreement”) to sell the assets of Kapalua Water Company, Ltd. (“KWC”) and Kapalua Waste Treatment Company, Ltd. (“KWT”) located in the Kapalua Resort subject to certain closing conditions, including completion of due diligence and approval by the State of Hawaii Public Utilities Commission (“PUC”). In March 2021, the sale was approved by the PUC subject to certain closing conditions of its Decision and Order. The Company received net proceeds of approximately $4.2 million upon closing of the sale in May 2021.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
We had cash on hand of $8.5 million and $5.6 million at December 31, 2022 and 2021, respectively. We hold deposit accounts with several local banks in Hawaii. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. We rely on the financial strength and stability of these banks and have no reason to believe that our deposits would be unavailable on demand.
Our investments consisted of corporate bond securities maturing over various dates through February 2024. The fair value of our investments was $3.0 million at December 31, 2022. We intend to hold our bond investments until maturity.
We also had $15.0 million of available credit under a revolving line of credit facility with First Hawaiian Bank (“Credit Facility”) as of December 31, 2022 and 2021, respectively. In 2021, we executed a Fourth Loan Modification Agreement and Second Amended and Restated Credit Agreement (“Agreements”) extending the maturity date of the Credit Facility to December 31, 2025. 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 security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative, and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.
We were in compliance with the covenants under the Credit Facility at December 31, 2022,
Cash Flows
Net cash flow provided by our operating activities totaled $6.3 million and $1.4 million for the years ended December 31, 2022 and 2021, respectively. Net proceeds from sales of real estate were approximately $11.2 million and $2.7 million for the years ended December 31, 2022 and 2021, respectively.
Voluntary contributions of $5.7 million and $1.0 million were made to our defined benefit pension plan during the years ended December 31, 2022 and 2021, respectively. A minimum funding contribution of $0.6 million was also made in January 2021. No minimum funding contributions are required in 2023.
In October 2022, we invested $3.0 million of our increased cash balance from operating cash flows in shorter term bond securities. These bond investments yielded approximately 4.98% in aggregate at December 31, 2022.
Future Cash Inflows and Outflows
In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a (5) five-year extension of a Special Management Area (“SMA”) permit issued by the County of Maui by April 10, 2023. If the extension is not approved by April 10, 2023, the purchase agreement will terminate. If the extension is approved, the closing date is expected to be no later than (30) thirty days after the date of the extension approval.
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 cash equivalents balances, cash provided from ongoing operating activities, and available borrowings under our revolving credit facility, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for at least the next 12 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
Our accounting policies are described in Note 1 to our financial statements set forth in Item 8 of this Annual Report. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of accounting estimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in our financial statements. The accounting policies and estimates that we have identified as being critical to our financial statements are as follows:
|
• |
Our long-lived assets are reviewed for impairment if events or circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. These asset impairment loss analyses contain uncertainties because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets; thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, our financial condition or future operating results could be materially impacted. |
|
• |
Deferred development costs consist principally of predevelopment and offsite development costs related to various projects in the planning stages by our real estate segment. Based on our future development plans for the Kapalua Resort and other properties, and the estimated value of these future projects, we have concluded that our deferred development costs will be recoverable from our future development projects. Our assumptions and estimates could be subject to significant change because of the long-term nature of our development plans and the uncertainty of when or if certain projects will be developed. |
|
• |
Assets are classified as held for sale when management approves and commits to a plan to sell the property; the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale of the property is probable and is expected to be completed within one year; the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell. |
|
• |
Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment by management on a periodic basis. If any impairment is considered other-than-temporary, the security is written down to its fair value and a corresponding loss recorded as a component of other income (expense). |
|
|
|
||
|
• |
Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of operations and comprehensive income. Sales of real estate assets that are considered peripheral or incidental transactions to our ongoing major or central operations are reflected as net gains or losses in our consolidated statements of operations and comprehensive income. |
|
• |
If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on our operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual property generally will not represent a strategic shift and, therefore, will typically not meet the criteria for classification as discontinued operations. |
|
• |
Determining pension expense and obligations for our defined benefit pension plan utilizes actuarial estimates of participants’ age at retirement, life span, the long-term rate of return on investments and other factors. In addition, pension expense is sensitive to the discount rate utilized to value the pension obligation. These assumptions are subject to the risk of change as they require significant judgment and have inherent uncertainties that management or its consulting actuaries may not control or anticipate. A detailed discussion of our defined benefit pension plans is contained in Note 6 to our financial statements set forth in Item 8 of this Annual Report. |
|
• |
Management calculates the income tax provision, current and deferred income taxes, and tax credits along with the valuation allowance based upon various complex estimates and interpretations of income tax laws and regulations. Deferred tax assets and tax credits are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized. To the extent we begin to generate taxable income in future years, and it is determined the valuation allowance is no longer required, the tax benefit for the remaining deferred tax assets and tax credits will be recognized at such time. A detailed discussion of our income taxes is contained in Note 11 to our financial statements set forth in Item 8 of this Annual Report. |
|
• |
Our results of operations could be affected by significant litigation or contingencies adverse to the Company, including, but not limited to, liability claims, environmental matters, and contract terminations. We record accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We make adjustments to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of legal counsel and other information and events that may pertain to a particular matter. Predicting the outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from those estimates. In making determinations of likely outcomes of litigation matters, we consider many factors. These factors include, but are not limited to, the nature of specific claims, our experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter’s current status. A detailed discussion of significant litigation matters and contingencies is contained in Note 8 to our financial statements set forth in Item 8 of this Annual Report. |
IMPACT OF INFLATION AND CHANGING PRICES
Most land holdings we own were acquired from 1911 to 1932 and are carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2022, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company, as defined in Item 10(f)(1) of SEC Regulation S-K and are not required to provide the information required by this Item.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Maui Land & Pineapple Company, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its Subsidiaries (collectively, the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the results of their operations and their cash flows for each of the years in the two‑year period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition
Description of the Matter
The Company has multiple revenue streams including real estate sales; leasing and licensing arrangements; and resort amenities, which are recognized upon transfer of goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Significant judgment is exercised by management in determining revenue recognition for these customer agreements, and may include the following:
|
● |
Determination of whether agreements entered into by the Company are contracts with a customer that would be assessed under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, or lease contracts that would be assessed under ASC Topic 842, Leases. |
|
● |
Determination of whether there is a single or multiple, distinct performance obligation for goods or services to be provided. |
|
● |
The pattern of delivery for each performance obligation. |
|
● |
Identification and treatment of contract terms that may impact the timing and amount of revenue recognized. |
|
● |
Determination of stand-alone selling prices for each distinct performance obligation and for goods and services that are not sold separately. |
Given the factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer and lease agreements was extensive and involved subjective estimation and complex auditor judgment.
How We Addressed the Matter in Our Audit
Our audit procedures over revenue recognition and disclosures included the following:
|
● |
We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to revenue recognized for various revenue streams, including for unique transactions. |
|
● |
We evaluated management’s significant accounting policies related to these customer agreements for reasonableness. |
|
● |
For significant agreements, we obtained and read the agreements; evaluated management’s assumptions used to identify appropriate contracts with customers, identify performance obligations and stand-alone prices for each distinct performance obligation, identify unique contract terms that may impact the timing and amount of revenue recognized, and identify the pattern of delivery; and examined the appropriateness of management’s application of accounting policies in accordance with ASC Topics 606 and 842. |
Commitments and Contingencies
Description of the Matter
The Company is party to claims that arise in the normal course of business. Contingent liabilities are recorded in the consolidated financial statements when management determines it is probable that a liability has been incurred and the amount can be reasonably estimated. This determination requires significant judgment by management.
In assessing whether the Company should accrue a liability in its consolidated financial statements as a result of the claims, the Company considers various factors, including the legal and factual circumstances of the claims and advisement from legal counsel. As discussed in Note 8 to the consolidated financial statements, management determined an accrual was necessary. Management is unable to estimate the remaining amount or range of amounts, of any additional probable liability, if any, related to the claims.
We identified these potential contingent liabilities and disclosures as a critical audit matter because evaluating the likelihood of potential outcomes involves significant judgment by management. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the Company’s assertion that an additional loss is not probable and reasonably estimable as of December 31, 2022.
How We Addressed the Matter in Our Audit
Our audit procedures related to the potential contingent liabilities and disclosures included the following:
|
● |
We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the claims and approval of the accounting treatment based on the most recent facts and circumstances. |
|
● |
We obtained and evaluated legal confirmations from the Company’s external legal counsel involved in the claims confirming the facts and circumstances of the claims and to understand the basis for management’s conclusion that any additional losses from the claims are not probable and reasonably estimable as of December 31, 2022. |
|
● |
We evaluated the accuracy and completeness of management’s disclosures in the consolidated financial statements by comparing the disclosures to management’s internal analysis of the claims and known facts of the claims based on the information provided by the Company’s external legal counsel. |
Accrued Retirement Benefits
Description of the Matter
The Company has defined benefit retirement plans that require actuarial valuations to determine estimated benefit obligations and related amounts reported in the Company’s consolidated financial statements as of and for the year ended December 31, 2022. Management engages actuarial specialists to perform the valuation and provides the specialists with the assumptions used to measure the amounts reported in the consolidated financial statements and disclosures in the notes to the consolidated financial statements. In 2022, the Company annuitized the scheduled pension payments of 167 participants in its pension plans. This transaction resulted in settlement adjustments with a material effect on the Company’s consolidated financial statements.
We identified the valuation of the accumulated retirement benefit obligation as a critical audit matter because of the highly judgmental nature of actuarial assumptions made by management and the unique settlement in 2022. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures over the settlement.
How We Addressed the Matter in Our Audit
Our audit procedures over accrued retirement benefits and related amounts and disclosures included the following:
|
● |
We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the determination of the actuarial assumptions used in calculating accrued retirement benefits and related amounts. |
|
● |
We evaluated the reasonableness of the methods and significant assumptions used by management and assessed the work and competency of the third-party actuarial specialists engaged by management. |
|
● |
We evaluated management specialists’ reports related to the settlement transaction for accuracy and reasonableness. |
/s/
We have served as the Company’s auditor since 2014.
March 23, 2023
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands except share data) |
||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
|
Cash and cash equivalents |
$ | $ | ||||||
|
Cash, restricted |
||||||||
|
Accounts receivable, net |
||||||||
|
Investments, current portion |
||||||||
|
Prepaid expenses and other assets |
||||||||
|
Assets held for sale |
||||||||
|
Total Current Assets |
||||||||
| PROPERTY & EQUIPMENT | ||||||||
|
Land |
||||||||
|
Land improvements |
||||||||
|
Buildings |
||||||||
|
Machinery and equipment |
||||||||
|
Total Property & Equipment |
||||||||
|
Less accumulated depreciation |
( |
) |
( |
) |
||||
|
Property, net |
||||||||
| OTHER ASSETS | ||||||||
|
Investments |
||||||||
|
Deferred development costs |
||||||||
|
Other noncurrent assets |
||||||||
|
Total Other Assets |
||||||||
|
TOTAL ASSETS |
$ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
|
Accounts payable |
$ | $ | ||||||
|
Payroll and employee benefits |
||||||||
|
Accrued retirement benefits, current portion |
||||||||
|
Deferred revenue, current portion |
||||||||
|
Other current liabilities |
||||||||
|
Total Current Liabilities |
||||||||
| LONG-TERM LIABILITIES | ||||||||
|
Accrued retirement benefits |
||||||||
|
Deferred revenue |
||||||||
|
Deposits |
||||||||
|
Other noncurrent liabilities |
||||||||
|
Total Long-Term Liabilities |
||||||||
|
TOTAL LIABILITIES |
||||||||
| COMMITMENTS & CONTINGENCIES |
|
|
||||||
| STOCKHOLDERS’ EQUITY | ||||||||
|
Common stock--$ par value and par value at December 31, 2022 and 2021, respectively; |
||||||||
|
Additional paid in capital |
||||||||
|
Accumulated deficit |
( |
) |
( |
) |
||||
|
Accumulated other comprehensive loss |
( |
) |
( |
) |
||||
|
Total Stockholders’ Equity |
||||||||
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
$ | $ | ||||||
See Notes to Consolidated Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
|
Years Ended December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands except per |
||||||||
|
share amounts) |
||||||||
| OPERATING REVENUES | ||||||||
|
Real estate |
$ | $ | ||||||
|
Leasing |
||||||||
|
Resort amenities and other |
||||||||
|
Total Operating Revenues |
||||||||
| OPERATING COSTS AND EXPENSES | ||||||||
|
Real estate |
||||||||
|
Leasing |
||||||||
|
Resort amenities and other |
||||||||
|
General and administrative |
||||||||
|
Share-based compensation |
||||||||
|
Depreciation |
||||||||
|
Total Operating Costs and Expenses |
||||||||
|
OPERATING INCOME |
||||||||
|
Other income |
||||||||
|
Pension and other post-retirement expenses |
( |
) |
( |
) |
||||
|
Interest expense |
( |
) |
( |
) |
||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
( |
) |
||||||
|
Loss from discontinued operations, net of income taxes of $ |
( |
) |
||||||
|
NET INCOME (LOSS) |
( |
) |
||||||
|
Pension, net of income taxes of $ |
||||||||
|
TOTAL COMPREHENSIVE INCOME |
$ | $ | ||||||
| INCOME (LOSS) PER COMMON SHARE--BASIC AND DILUTED | ||||||||
|
Continuing Operations |
$ |
$ |
( |
) |
||||
|
Discontinued Operations |
$ |
$ |
( |
) |
||||
|
Net Income (Loss) |
$ |
$ |
( |
) |
||||
See Notes to Consolidated Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2022 and 2021
(in thousands)
|
Accumulated |
||||||||||||||||||||||||
|
Additional |
Other |
|||||||||||||||||||||||
|
Common Stock |
Paid in |
Accumulated |
Comprehensive |
|||||||||||||||||||||
|
Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
|||||||||||||||||||
|
Balance, January 1, 2021 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | |||||||||||||||
|
Share-based compensation expense |
||||||||||||||||||||||||
|
Issuance of shares for incentive plan |
||||||||||||||||||||||||
|
Vested restricted stock issued |
( |
) |
||||||||||||||||||||||
|
Shares canceled to pay tax liability |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
|
Other comprehensive income-pension |
||||||||||||||||||||||||
|
Net loss |
( |
) |
( |
) |
||||||||||||||||||||
|
Balance, December 31, 2021 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | |||||||||||||||
|
Share-based compensation expense |
||||||||||||||||||||||||
|
Issuance of shares for incentive plan |
||||||||||||||||||||||||
|
Vested restricted stock issued |
( |
) |
||||||||||||||||||||||
|
Shares canceled to pay tax liability |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
|
Other comprehensive income-pension |
||||||||||||||||||||||||
|
Net income |
||||||||||||||||||||||||
|
Balance, December 31, 2022 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | |||||||||||||||
See Notes to Consolidated Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Years Ended December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
|
Cash receipts from customers and other receipts |
$ | $ | ||||||
|
Cash paid to vendors |
( |
) |
( |
) |
||||
|
Cash paid for payroll and taxes |
( |
) |
( |
) |
||||
|
Cash paid for interest |
( |
) |
||||||
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
|
Purchases of bond securities |
( |
) |
||||||
|
Maturities of bond securities |
||||||||
|
Purchases of property |
( |
) |
||||||
|
Proceeds from sale of property and equipment |
||||||||
|
Payments for other assets |
( |
) |
( |
) |
||||
|
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
( |
) |
||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
|
Proceeds from long-term debt |
||||||||
|
Payments of long-term debt |
( |
) |
||||||
|
Common stock issuance costs and other |
( |
) |
( |
) |
||||
|
NET CASH USED IN FINANCING ACTIVITIES |
( |
) |
( |
) |
||||
|
NET INCREASE IN CASH |
||||||||
|
CASH AND RESTRICTED CASH AT BEGINNING OF YEAR |
||||||||
|
CASH AND RESTRICTED CASH AT END OF YEAR |
$ | $ | ||||||
| RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: | ||||||||
|
Net income (loss) |
$ |
$ |
( |
) |
||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
|
Depreciation and amortization |
||||||||
|
Bad debt provision |
||||||||
|
Share-based compensation |
||||||||
|
Cost of real estate sales |
||||||||
|
Impairment charges |
||||||||
|
Loss on disposal of property |
||||||||
| Changes in operating assets and liabilities: | ||||||||
|
Accounts receivable |
||||||||
|
Retirement liabilities |
||||||||
|
Accounts payable |
( |
) |
||||||
|
Other operating assets and liabilities |
( |
) |
||||||
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
$ | $ | ||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
• |
Common stock issued to certain members of the Company’s management totaled $ |
See Notes to Consolidated Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
|
1. |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
DESCRIPTION OF BUSINESS
Maui Land & Pineapple Company, Inc. is a Delaware corporation consisting of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries (collectively, the “Company”). The Company owns approximately
• Real Estate operations consist of land planning and entitlement, development, and sales activities.
• Leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names, and management of potable and non-potable water delivery systems in West and Upcountry Maui, including stewardship of conservation areas.
• Resort Amenities include the management of operations of the Kapalua Club, a private, non-equity club membership program providing special programs, access, and other privileges at certain amenities at the Kapalua Resort.
On June 29, 2022, the Company’s stockholders voted to approve a proposal to change the state of incorporation of the Company from Hawaii to Delaware. The reincorporation was effected through a plan of conversion completed on July 18, 2022. Total authorized capital stock provided by the Delaware certificate of incorporation includes
The Company elected the following practical expedients upon adoption of ASC 842 on January 1, 2019:
|
● |
Single component practical expedient – requires the Company to account for lease and nonlease components associated with that lease, if certain criteria are met. |
|
● |
Short-term leases practical expedient – for operating leases with a term of 12 months or less in which the Company is the lessee, this expedient allows the Company to not record on its balance sheets the related lease liabilities, taxes collected from lessees, lessor costs paid directly by lessee to a third party and right-of-use assets. |
|
2. |
INVESTMENTS |
Amortized cost and fair value of debt securities at December 31, 2022 consisted of the following:
|
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Corporate bonds |
$ | $ | $ | $ | ||||||||||||
Maturities of debt securities at December 31, 2022 were as follows:
|
Held-to-Maturity |
||||||||
|
Amortized Cost |
Fair Value |
|||||||
|
(in thousands) |
||||||||
|
One year or less |
$ | $ | ||||||
|
Greater than one year through five years |
||||||||
| $ | $ | |||||||
The fair value of debt securities were measured using Level 1 inputs which are based on quotes for trades occurring in active markets for identical assets.
|
3. |
ASSETS HELD FOR SALE |
Assets held for sale at December 31, 2022 and 2021 consisted of the following:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Kapalua Resort, |
$ | $ | ||||||
|
Upcountry Maui, |
||||||||
| $ | $ | |||||||
In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $
In February 2022, the Company entered into an agreement to sell the
None of the above assets held for sale have been pledged as collateral under the Company’s credit facility.
|
4. |
PROPERTY & EQUIPMENT |
Land
Most of the Company’s
Land Improvements
Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Buildings
Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. Most of the Company’s buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.
Machinery and Equipment
Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations.
|
5. |
LONG-TERM DEBT |
The Company has available a $
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 Company was in compliance with the covenants under the Credit Facility as of December 31, 2022.
|
6. |
ACCRUED RETIREMENT BENEFITS |
Accrued retirement benefits at December 31, 2022 and 2021 consisted of the following:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Defined benefit pension plan |
$ | $ | ||||||
|
Non-qualified retirement plan |
||||||||
|
Total |
||||||||
|
Less current portion |
( |
) |
( |
) |
||||
|
Non-current portion of accrued retirement benefits |
$ | $ | ||||||
The Company had two defined benefit pension plans which covered substantially all former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under both plans were frozen. The Company merged the two defined benefit pension plans to streamline the administration of the frozen plan in 2018. The Company also has an unfunded non-qualified retirement plan covering nine of its former employees. The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits was discontinued.
In November 2022, the Company signed a purchase agreement with an insurer to annuitize the scheduled pension payments of
In November 2021, the Company signed a purchase agreement with an insurer to annuitize the scheduled pension payments of
The measurement date for the Company’s benefit plan disclosures is December 31 of each year. The changes in benefit obligations and plan assets for the years ended December 31, 2022 and 2021, and the funded status of the plans and assumptions used to determine benefit information at December 31, 2022 and 2021 were as follows:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
| Change in benefit obligations: | ||||||||
|
Benefit obligations at beginning of year |
$ | $ | ||||||
|
Interest cost |
||||||||
|
Actuarial gain |
( |
) |
( |
) |
||||
|
Benefits paid |
( |
) |
( |
) |
||||
|
Benefit obligations at end of year |
||||||||
| Change in plan assets: | ||||||||
|
Fair value of plan assets at beginning of year |
||||||||
|
Actual return on plan assets |
( |
) |
||||||
|
Employer contributions |
||||||||
|
Benefits paid |
( |
) |
( |
) |
||||
|
Fair value of plan assets at end of year |
||||||||
|
Funded status |
$ | ( |
) |
$ | ( |
) |
||
|
Accumulated benefit obligations |
$ | $ | ||||||
|
Weighted average assumptions to determine benefit obligations: |
||||||||||||
|
Discount rate |
- | - | ||||||||||
|
Expected long-term return on plan assets |
||||||||||||
|
Rate of compensation increase |
n/a | n/a | ||||||||||
Accumulated other comprehensive loss of $
Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
| Pension and other benefits: | ||||||||
|
Interest cost |
$ | $ | ||||||
|
Expected return on plan assets |
( |
) |
( |
) |
||||
|
Recognized net actuarial loss |
||||||||
|
Settlement expense |
||||||||
|
Pension expense |
$ | $ | ||||||
| Other changes in plan assets and benefit obligations recognized in comprehensive income: | ||||||||
|
Net loss (gain) |
$ |
$ |
( |
) |
||||
|
Amortization of recognized loss |
( |
) |
( |
) |
||||
|
Total recognized gain in comprehensive income |
$ | ( |
) |
$ | ( |
) |
||
|
Weighted average assumptions used to determine net periodic benefit cost: |
2022 |
2021 |
||||||||||
|
Discount rate |
- | 2.74% | 2.28 | - | 2.35% | |||||||
|
Expected long-term return on plan assets |
4.00% | 4.50% | ||||||||||
|
Rate of compensation increase |
n/a | n/a | ||||||||||
The expected long-term rate of return on plan assets was based on a building-block approach. Historical markets are studied and long-term historical relationships between equities and fixed income are presumed consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital markets are determined. Diversification and rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns.
At December 31, 2022 and 2021, the plan held shares of various Aon Collective Investment Trust (“ACIT”) funds. The fair value of the Company’s pension plan assets by category were as follows:
|
2022 Fair Value Measurements (in thousands) |
||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Measured at NAV as a practical expedient |
Total |
|||||||||||||
|
ACIT equity funds |
$ | $ | $ | $ | ||||||||||||
|
ACIT fixed income funds |
||||||||||||||||
|
Cash management funds |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
|
2021 Fair Value Measurements (in thousands) |
||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Measured at NAV as a practical expedient |
Total |
|||||||||||||
|
ACIT equity funds |
$ | $ | $ | $ | ||||||||||||
|
ACIT fixed income funds |
||||||||||||||||
|
Cash management funds |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Level 1 assets are priced using quotes for trades occurring in active markets for the identical asset. Level 2 assets are priced using observable inputs for the asset (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). Net asset values (“NAV”) of ACIT funds included in Level 2 are readily determinable, measured daily and based on the fair value of each fund’s underlying investments. For certain ACIT funds, NAV is used as a practical expedient to estimate fair value and is not categorized in the fair value hierarchy. These funds determine NAV based on the fair value of its underlying investments on a monthly or quarterly basis and have redemption restrictions. Redemptions may be requested at the fund’s quarter-end NAV under the notification requirements of each fund, including a 105 day notice.
An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plan. The pension plan assets are allocated among approved asset types based on the plan’s current funded status and other characteristics set by the administrative committee, subject to liquidity requirements of the plan.
Estimated future benefit payments are as follows (in thousands):
| Years ending December 31, | ||||
|
2023 |
$ | |||
|
2024 |
$ | |||
|
2025 |
$ | |||
|
2026 |
$ | |||
|
2027 |
$ | |||
|
2028-2032 |
$ | |||
The Company made voluntary contributions of $
|
7. |
CONTRACT ASSETS AND LIABILITIES |
Receivables from contracts with customers were $
Deferred license fee revenue
The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single payment royalty of $
|
8. |
COMMITMENTS AND CONTINGENCIES |
On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $
The DOH agreed to defer the Order as we continue to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The construction of additional leach fields and installations of a surface aerator, sludge removal system, and natural pond cover using water plants were completed. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. An administrative hearing date has been scheduled for June 2023.
Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers have agreed to pay for 90% of capital costs to install filtration systems in any future water wells if the presence of a nematocide, commonly known as DBCP, exceeds specified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. The Company paid approximately $
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 course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, is not likely to have a material adverse effect on the Company’s consolidated financial position or operations.
|
9. |
LEASING ARRANGEMENTS |
The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. These operating leases generally provide for minimum rents, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the lease agreement. There are no agreements allowing a lessee an option to purchase the underlying asset. Total leasing income subject to ASC 842 for the years ended December 31, 2022 and 2021 were as follows:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Minimum rentals |
$ | $ | ||||||
|
Percentage rentals |
||||||||
|
Licensing fees |
||||||||
|
Other |
||||||||
| $ | $ | |||||||
Leased property, net of accumulated depreciation, was $
Future minimum rental income for the next five years and thereafter are as follows (in thousands):
| Years ending December 31, | ||||
|
2023 |
$ | |||
|
2024 |
$ | |||
|
2025 |
$ | |||
|
2026 |
$ | |||
|
2027 |
$ | |||
|
Thereafter |
$ |
The Company recognized rent expense from operating leases of $
|
10. |
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 (Equity Plan). Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan vest quarterly and have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.
Share-based compensation is determined and awarded annually to certain of the Company’s officers and management based on their achievement of certain predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares vesting quarterly over a period of years.
Share-based compensation totaled $
|
11. |
INCOME TAXES |
GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation.
Reconciliations between the total income tax expense (benefit) and the amount computed using the statutory federal rate of
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Federal income tax expense (benefit) at statutory rate |
$ |
$ |
( |
) |
||||
| Adjusted for: | ||||||||
|
Permanent differences |
||||||||
|
Valuation allowance |
( |
) |
||||||
|
Income tax expense (benefit) |
$ | $ | ||||||
Deferred tax assets were comprised of the following temporary differences as of December 31, 2022 and 2021:
|
2022 |
2021 |
|||||||
|
(in thousands) |
||||||||
|
Net operating loss and tax credit carryforwards |
$ | $ | ||||||
|
Joint venture and other investments |
( |
) |
( |
) |
||||
|
Accrued retirement benefits |
||||||||
|
Property net book value |
||||||||
|
Deferred revenue |
||||||||
|
Reserves and other |
( |
) |
( |
) |
||||
|
Total deferred tax assets |
||||||||
|
Valuation allowance |
( |
) |
( |
) |
||||
|
Net deferred tax assets |
$ | $ | ||||||
Valuation allowances have been established to reduce future tax benefits not expected to be realized. The change in the deferred tax asset related to accrued retirement benefits and the valuation allowance includes the pension adjustment included in accumulated other comprehensive loss, which is not included in the current provision. Net Operating Loss (NOL) carryforwards created in tax years beginning after December 31, 2017 are limited by the TCJA. The Company had approximately $
|
12. |
DISCONTINUED OPERATIONS |
In December 2019, the Company entered into an Asset Purchase Agreement to sell the Public Utilities Commission (“PUC”) regulated assets of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. located in the Kapalua Resort, subject to certain closing conditions, including PUC approval. The Company received net proceeds of approximately $
The results of discontinued operations in 2021 were as follows:
|
2021 |
||||
|
(in thousands) |
||||
|
Operating revenues |
$ | |||
|
Operating costs and expenses |
( |
) |
||
|
Impairment loss |
( |
) |
||
|
Loss from discontinued operations |
$ | ( |
) |
|
|
13. |
SEGMENT INFORMATION |
The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments in 2022 were as follows:
|
• |
Real Estate includes development activities, such as land planning and entitlement, and the sale of real estate inventory. |
|
• |
Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. The operating segment also includes the management of ditch, reservoir and well systems that provide potable and non-potable water to West and Upcountry Maui areas. |
|
• |
Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members. |
The Company’s reportable operating segment results were measured based on operating income, exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses.
Condensed consolidated financial information for each of the Company’s reportable segments for the years ended December 31, 2022 and 2021 (in thousands) were as follows:
|
Real |
Resort |
|||||||||||||||||||
|
Estate |
Leasing |
Amenities |
Other |
Consolidated |
||||||||||||||||
|
2022 |
||||||||||||||||||||
|
Operating revenues (1) |
$ | $ | $ | $ | $ | |||||||||||||||
|
Operating costs and expenses |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||
|
Depreciation expense |
( |
) |
( |
) |
( |
) |
||||||||||||||
|
General and administrative expenses |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||
|
Operating income (loss) |
( |
) |
( |
) |
||||||||||||||||
|
Pension and other post-retirement expenses |
( |
) |
||||||||||||||||||
|
Interest expense |
( |
) |
||||||||||||||||||
|
Other income |
||||||||||||||||||||
|
Income from continuing operations |
$ | |||||||||||||||||||
|
Capital expenditures (2) |
$ | $ | $ | $ | $ | |||||||||||||||
|
Assets (3) |
$ | $ | $ | $ | $ | |||||||||||||||
|
Real |
Resort |
|||||||||||||||||||
|
Estate |
Leasing |
Amenities |
Other |
Consolidated |
||||||||||||||||
|
2021 |
||||||||||||||||||||
|
Operating revenues (1) |
$ | $ | $ | $ | $ | |||||||||||||||
|
Operating costs and expenses |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||
|
Depreciation expense |
( |
) |
( |
) |
( |
) |
||||||||||||||
|
General and administrative expenses |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||
|
Operating income (loss) |
|
( |
) |
( |
) |
|
||||||||||||||
|
Pension and other post-retirement expenses |
( |
) |
||||||||||||||||||
|
Interest expense |
( |
) |
||||||||||||||||||
|
Other income |
||||||||||||||||||||
|
Loss from continuing operations |
$ | ( |
) |
|||||||||||||||||
|
Capital expenditures (2) |
$ | $ | $ | $ | $ | |||||||||||||||
|
Assets (3) |
$ | $ | $ | $ | $ | |||||||||||||||
|
(1) |
|
|
(2) |
|
|
(3) |
|
|
14. |
RESERVES |
Allowance for doubtful accounts for 2022 and 2021 were as follows:
|
Description |
Balance at Beginning of Year |
Increase (Decrease) |
Balance at End of Year |
|||||||||
|
(in thousands) |
||||||||||||
| Allowance for Doubtful Accounts | ||||||||||||
|
2022 |
$ | $ | $ | |||||||||
|
2021 |
$ | $ | ( |
) |
$ | |||||||
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
|
CONTROLS AND PROCEDURES |
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our principal executive officer, principal financial officer, and principal accounting officer concluded that, as of such date, our disclosure controls and procedures were effective.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive, principal financial officer, principal accounting officer, and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting include those policies and procedures that:
|
• |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
• |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and |
|
• |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its assessments, management believes that, as of December 31, 2022, the Company’s internal control over financial reporting is effective.
As we are a smaller reporting company, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There has been no change 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 fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
|
OTHER INFORMATION |
None.
|
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required under this item will be set forth in our proxy statement related to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
|
EXECUTIVE COMPENSATION |
The information required under this item will be set forth in our proxy statement related to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required under this item will be set forth in our proxy statement related to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required under this item will be set forth in our proxy statement related to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information required under this item will be set forth in our proxy statement related to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
a)
|
1. |
Financial Statements. The following financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report: |
|
2. |
Financial Statements schedules. Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. |
|
3. |
Exhibits. The following is a list of exhibits filed as part of this Form 10-K. |
|
Incorporated by Reference |
||||||
|
Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith |
|
2.1 |
8-K |
001-06510 |
2.1 |
7/20/2022 |
||
|
3.1 |
8-K |
001-06510 |
3.1 |
7/20/2022 |
||
|
3.2 |
Certificate of Incorporation of Maui Land & Pineapple Company, Inc. |
8-K |
001-06510 |
3.2 |
7/20/2022 |
|
|
3.3 |
8-K |
001-06510 |
3.3 |
7/20/2022 |
||
|
10.1# |
Maui Land & Pineapple Company, Inc. Executive Severance Plan |
10-Q |
001-06510 |
10.1 |
4/28/2017 |
|
|
10.2# |
Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan |
DEF 14A |
001-06510 |
Appendix A |
3/28/2017 |
|
|
10.3 |
Loan Agreement, by and between the Company and First Hawaiian Bank, dated June 6, 2016 |
8-K |
001-06510 |
10.1 |
6/11/2014 |
|
|
10.4 |
Credit Agreement, by and between the Company and First Hawaiian Bank, dated August 5, 2016 |
10-Q |
001-06510 |
10.1 |
8/11/2016 |
|
|
10.5 |
10-K |
001-06510 |
10.25 |
3/03/2020 |
||
|
10.6 |
10-K |
001-06510 |
10.6 |
3/01/2022 |
||
|
10.7 |
10-Q |
001-06510 |
10.1 |
8/11/2022 |
||
|
10.8 |
10-K |
001-06510 |
10.8 |
3/1/2022 |
||
|
10.9 |
10-Q |
001-06510 |
10.1 |
5/10/2022 |
||
|
10.10 |
10-Q |
001-06510 |
10.3 |
5/10/2022 |
||
|
10.11 |
10-Q |
001-06510 |
10.2 |
8/11/2022 |
||
| 10.12 | Confidential Release and Settlement Agreement from the Company to Warren Haruki dated March 15, 2023 | X | ||||
|
10.13 |
Employment Agreement between the Company and Race Randle dated March 15, 2023 | X | ||||
|
21.1 |
X |
|||||
|
23.1* |
Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated March 23, 2023 |
X |
||||
|
24.1 |
Power of Attorney (included on the signature page of this report) |
X |
||||
|
31.1 |
X |
|||||
|
31.2 |
X |
|||||
|
32.1* |
X |
|||||
|
32.2* |
X |
|||||
|
101.INS |
Inline XBRL Instance Document |
X |
||||
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
X |
||||
|
101.CAL |
InlineXBRL Taxonomy Extension Calculation document |
X |
||||
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
X |
||||
|
101.LAB |
InlineXBRL Taxonomy Extension labels Linkbase Document |
X |
||||
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Link Document |
X |
||||
| 104 | Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101). |
|
* |
This certification shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
|
# |
Indicates a management contract or compensatory plan or arrangement. |
|
FORM 10-K SUMMARY |
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 23, 2023.
|
MAUI LAND & PINEAPPLE COMPANY, INC. |
||
|
By: |
/s/ Warren H. Haruki |
|
|
Warren H. Haruki |
||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Warren H. Haruki and Wade K. Kodama, and each or either of them, acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or their or his or her substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Exchange Act, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By |
/s/ Warren H. Haruki |
Date: March 23, 2023 |
|
|
Warren H. Haruki, Chairman of the Board & |
|||
|
Chief Executive Officer (Principal Executive Officer) |
|||
|
By |
/s/ Stephen M. Case |
Date: March 23, 2023 |
|
|
Stephen M. Case, Director |
|||
|
By |
/s/ David A. Heenan |
Date: March 23, 2023 |
|
|
David A. Heenan, Director |
|||
|
By |
/s/ Anthony P. Takitani |
Date: March 23, 2023 |
|
|
Anthony P. Takitani, Director |
|||
|
By |
/s/ Arthur C. Tokin |
Date: March 23, 2023 |
|
|
Arthur C. Tokin, Director |
|||
|
By |
/s/ Glyn F. Aeppel |
Date: March 23, 2023 |
|
|
Glyn F. Aeppel, Director |
|||
|
By |
/s/ John M. Sabin |
Date: March 23, 2023 |
|
|
John M. Sabin, Director |
|||
|
By |
/s/ Wade K. Kodama |
Date: March 23, 2023 |
|
|
Wade K. Kodama, Chief Financial Officer |
|||
|
(Principal Financial Officer) |
|||
|
By |
/s/ Scott N. Kodama |
Date: March 23, 2023 |
|
|
Scott N. Kodama, Controller |
|||
|
(Principal Accounting Officer) |
Exhibit 10.12
Exhibit 10.13
Exhibit 21.1
Maui Land & Pineapple Company, Inc.—Subsidiaries
As of December 31, 2022
|
Name |
State of |
Percentage Ownership |
||
|
Maui Pineapple Company, Ltd. |
Hawaii |
100 |
||
|
Kapalua Land Company, Ltd. |
Hawaii |
100 |
||
|
Kapalua Realty Company, Ltd. |
Hawaii |
100 |
||
|
Kapalua Advertising Company, Ltd. |
Hawaii |
100 |
||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-133898 and No. 333-112932 on Form S-8, and Registration Statement No. 333-150244 on Form S-3 of our report dated March 23, 2023, relating to the consolidated financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries (which report expresses an unqualified opinion), appearing in this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. for the years ended December 31, 2022 and 2021.
/s/ ACCUITY LLP
Honolulu, Hawaii
March 23, 2023
Exhibit 31.1
CERTIFICATION
I, Warren H. Haruki, certify that:
|
1. |
I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the “Registrant”); |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
|
4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
|
5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
|
Date: March 23, 2023 |
By: |
/s/ WARREN H. HARUKI |
|
Warren H. Haruki |
Exhibit 31.2
CERTIFICATION
I, Wade K. Kodama, certify that:
|
1. |
I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the “Registrant”); |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
|
4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
|
5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
|
Date: March 23, 2023 |
By: |
/s/ WADE K. KODAMA |
|
Wade K. Kodama |
EXHIBIT 32.1
CERTIFICATION
In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on March 23, 2023 (the “Report”), I, Warren H. Haruki, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By: |
/s/ WARREN H. HARUKI |
|
|
Warren H. Haruki |
||
|
March 23, 2023 |
This certification accompanies this Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.
EXHIBIT 32.2
CERTIFICATION
In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 23, 2023 (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By: |
/s/ WADE K. KODAMA |
|
|
Wade K. Kodama |
||
|
March 23, 2023 |
This certification accompanies this Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.