This quarterly report on Form 10-Q (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly Report that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,”* *or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:
| • | the occurrence of natural disasters such as the Maui wildfires that occurred on August 8, 2023, changes in weather conditions, or threats of the spread of contagious diseases; |
| • | concentration of credit risk on deposits held at banks in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insured limits and in receivables due from our commercial leasing portfolio; |
| • | unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates, inflationary pressures, and changes in income and asset values; |
| • | risks associated with real estate investments, including demand for real estate and tourism in Hawaii and Maui; |
| • | security incidents through cyber-attacks or intrusions on our information systems; |
| • | our ability to complete land development projects within forecasted time and budget expectations; |
| • | our ability to obtain required land use entitlements at reasonable costs; |
| • | our ability to compete with other developers of real estate on Maui; |
| • | potential liabilities and obligations under various federal, state, and local environmental regulations; |
| • | our ability to cover catastrophic losses in excess of insurance coverages; |
| • | unauthorized use of our trademarks could negatively impact our business; |
| • | our ability to maintain the listing of our common stock on the New York Stock Exchange; |
| • | our ability to comply with funding requirements of our retirement plans; |
| • | our ability to comply with the terms of our indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date; |
| • | availability of capital on terms favorable to us, and our ability to raise capital through the sale of certain real estate assets, or at all; and |
| • | changes in U.S. accounting standards adversely impacting us. |
| • | Conditions to the closing of the sale of the 11.883-acre parcel of land in Piiholo, Maui, Hawaii may not be satisfied, the transaction may not close within the expected timeframe, or at all, and the transaction may include unexpected costs. |
Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report. We qualify all of our forward-looking statements by these cautionary statements.
PART I FINANCIAL INFORMATION
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2024 | December 31, 2023 |
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| (unaudited) | (audited) |
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| (in thousands except share data) |
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| ASSETS |
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| CURRENT ASSETS |
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| Cash and cash equivalents | $3,733 | $5,700 |
|---|
| Accounts receivable, net | 1,337 | 1,166 |
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| Investments, current portion | 2,949 | 2,671 |
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| Prepaid expenses and other assets | 644 | 467 |
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| Total current assets | 8,663 | 10,004 |
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| PROPERTY & EQUIPMENT, NET | 16,319 | 16,059 |
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| OTHER ASSETS |
|---|
| Investments, net of current portion | 278 | 464 |
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| Investment in joint venture | 1,627 | 1,608 |
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| Deferred development costs | 13,363 | 12,815 |
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| Other noncurrent assets | 1,686 | 1,273 |
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| Total other assets | 16,954 | 16,160 |
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| TOTAL ASSETS | $41,936 | $42,223 |
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| LIABILITIES & STOCKHOLDERS' EQUITY |
|---|
| LIABILITIES |
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| CURRENT LIABILITIES |
|---|
| Accounts payable | $1,310 | $1,154 |
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| Payroll and employee benefits | 431 | 502 |
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| Accrued retirement benefits, current portion | 142 | 142 |
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| Deferred revenue, current portion | 513 | 217 |
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| Other current liabilities | 517 | 465 |
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| Total current liabilities | 2,913 | 2,480 |
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| LONG-TERM LIABILITIES |
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| Accrued retirement benefits, net of current portion | 1,506 | 1,550 |
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| Deferred revenue, net of current portion | 1,300 | 1,367 |
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| Deposits | 1,968 | 2,108 |
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| Other noncurrent liabilities | 30 | 14 |
|---|
| Total long-term liabilities | 4,804 | 5,039 |
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| TOTAL LIABILITIES | 7,717 | 7,519 |
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| COMMITMENTS AND CONTINGENCIES |
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| STOCKHOLDERS' EQUITY |
|---|
| Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | - | - |
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| Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,650,489 and 19,615,350 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 85,369 | 84,680 |
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| Additional paid-in-capital | 12,475 | 10,538 |
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| Accumulated deficit | (56,864) | (53,617) |
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| Accumulated other comprehensive loss | (6,761) | (6,897) |
|---|
| Total stockholders' equity | 34,219 | 34,704 |
|---|
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $41,936 | $42,223 |
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