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MAUI LAND & PINEAPPLE CO INC

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

MLP$15.26+5.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-19.

0001437749-24-027225

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001437749-24-035365

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 52 previous paragraphs and 60 current paragraphs.

23 unchanged; 27 reworded; 9 added; 2 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Year to date, the team has increased commercial property occupancy from 72% to 86%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers. This effort will continue, along with capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings. We anticipate cashflow from our commercial properties to increase in the coming years, as we reach stabilization and fund the near-term costs for tenant improvements and leasing costs inherent with new tenancies.

Current report

To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision into useful lot sizes, and the addition of infrastructure, enabling it to be placed into productive use. In 2024 we completed portfolio-wide strategic plans across all 22,400 acres to prioritize and guide actions of the Company in the forthcoming quarters.

Current report

Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market. The plan identified four categories of improved and unimproved land actions as follows in the table below.

Current report

Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels for sale, along with improved land in active marketing for sale and/or development with partner(s).

Current report

Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue generation is realized. Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As infrastructure and site improvement hard costs are warranted, capital will primarily be provided by project presale deposits and construction financing.

Current report

For the Honokeana Homes project, 50 acres will be leased to the State of Hawaii for up to seven years with no lease revenue. The State of Hawaii will fund the hard and soft costs to make horizontal improvements to the land and has set aside an initial $35.5 million for the project. The Company will administer the horizontal improvements utilizing third party contractors, on a cost recovery basis with no direct profit from the administrative work. If the State selects the Company to administer the home construction, the Company will similarly intend to do so on a cost recovery basis.

Current report

Unimproved land identified for long-term lease and ongoing asset management may be expected to be leased or licensed for diversified agricultural, conservation, and cultural uses for the next ten or more years. This land includes the Pu’u Kukui Watershed, which is over 8,600 acres and is actively managed to maximize rainfall capture and recharge of the aquifer which provides approximately 70% of the water consumed in West Maui. As most of the agricultural land was irrigated, graded, and actively farmed in prior decades, it has high potential for productive agricultural use. The Company is focused on increasing the occupancy of these agricultural lands to improve productivity via economic activity and local food production.

Current report

On August 14, 2024, the Company entered into a purchase agreement for the sale of an 11.883-acre parcel of land, located in Piiholo, Maui, Hawaii for $7.0 million. Pursuant to the terms of the purchase agreement, the purchaser elected to cancel the sale. As a result, the Company did not recognize any revenue associated with the agreement and the 11.883-acre Piiholo parcel will be marketed for sale as a non-strategic land parcel.

Current report

On August 5, 2024, R. Scot Sellers, a director and Chairman of the Board, Stephen M. Case, a director, and Race A. Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and common stock grants. The Equity Plan was amended in February 2023 to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares. In 2023, Mr. Sellers received options to purchase 63,500 shares and 18,804 shares of common stock that exceeded the 400,000 share limit. In February 2024, Mr. Randle received 28,511 shares of common stock that exceeded the 400,000 share limit. In addition, although grants to Mr. Case did not exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in 2023 amounting to 6,659 shares and 56,000 shares, respectively, and options and restricted shares issued in 2024 amounting to 3,124 shares and 56,000 shares, respectively. The cancellation of the options and common stock grants resulted in recognizing the remaining unvested awards of options and common stock grants immediately. In the third quarter of 2024, $631,000 was recognized as expense due to the cancellations, $402,000 due to the cancellation of Mr. Case’s options and common stock grants and $229,000 due to the cancellation of Mr. Randle’s common stock grants.
Removed paragraphs (2)

Previous report

Under an initiative by the new leadership team, we have audited our diverse portfolio of assets. The initial results of this review identified a material opportunity to increase the level of utilization, occupancy, and stabilized income from our operating assets that will enable future growth.

Previous report

After updating tenanting plans with a focus on thoughtful placemaking, we actively pursued new opportunities to optimize existing tenancy and execute new leases for available commercial spaces with a goal to improve our operating revenue. Despite the challenges following the 2023 Maui wildfires, this effort in the town centers resulted in a 24% improvement in overall occupancy over the past year. Due to this improved occupancy, recent land sales of non-strategic parcels, and operational improvements of resort amenities, the Company has experienced a 7.5 % growth in overall operating revenue. Paired with these placemaking efforts, we have begun executing land strategies for the surrounding, undeveloped areas adjacent to the town centers. We anticipate short-term fluctuations in earnings as we improve tenant occupancy and improve our buildings. Continual, long-term positive impacts to operating revenues are expected as the occupancy of our existing commercial real estate and utilization of our land holdings continue to improve.
Reworded paragraphs (27)

Previous wording

We own and steward a portfolio including over 22,300 acres of land on the island of Maui, Hawaii along with 266,000 square feet of commercial real estate. For over a century, we have built a legacy of authentic innovation through conservation, agriculture, community building and land management. To continue this legacy, we are driven by a renewed mission to strategically maximize our assets to be used to their fullest potential, resulting in added value to the Company and creating a more resilient community for future generations.

Current wording

We own and manage a diverse portfolio including over 22,400 acres of land on the island of Maui, Hawaii along with 247,000 square feet of commercial real estate. For over a century, we have built a legacy of authentic innovation through conservation, agriculture, community building and land management. Our current portfolio of assets includes unimproved land, entitled land allowing for various residential and mixed-use construction, and completed commercial properties.

Previous wording

In April 2023, we began a leadership transition by appointing a new Chief Executive Officer and new Chairman of the Board, both of whom are experienced in real estate planning, development, and asset management. The development of our team continued with the addition of three executive leadership team members with planning, community development, land and natural resource stewardship and real estate expertise. In efforts to further establish and execute land utilization strategies, we continue to make investments to build a lean, experienced team with the most recent leadership additions including a Director of Engineering and Vice President of Land Productivity and Asset Management.

Current wording

In April 2023, a leadership transition was initiated by appointing a new Chief Executive Officer and new Chairman of the Board, both of whom are experienced in large scale real estate portfolio management including master planning, community building, and asset management. The strengthening of our team has continued through September 2024 with the addition of team members with localized experience including planning, engineering, permitting, community development, land and natural resource stewardship, and asset management.

Previous wording

At June 30, 2024, our commercial properties and land were occupied at the following levels:

Current wording

As a key initiative of the new leadership team, we have advanced efforts to maximize the productivity of our leasable land and commercial properties. At September 30, 2024, our commercial properties and land were occupied at the following levels:

Previous wording

Our primary goal is to execute our established strategies to activate our land holdings to meet the long-term needs of the community, including the provision of land for agriculture and housing in a supply-constrained market. We expect continued long-term positive changes in land development and sales revenues as we recently sold a non-strategic easement in West Maui and currently have four additional non-strategic parcels being marketed for sale to generate cash flow. We are also listing large tracts of agricultural land for lease.

Current wording

As a result of this strategic planning effort, our team is underway with concurrent activities to activate our land holdings to meet the long-term needs of the community, including the provision of land for agriculture and housing.

Previous wording

Three and Six Months Ended June 30, 2024 Compared to Three and Six Months Ended June 30, 2023

Current wording

Three and Nine Months Ended September 30, 2024 Compared to Three and Nine Months Ended September 30, 2023

Previous wording

Land development and sales operating revenues include the sales of our real estate inventory. There was one sale of real estate during the six months ended June 30, 2024 amounting to $200,000 for a land easement in West Maui and no sales of real estate during the six months ended June 30, 2023. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine the best utilization of its assets in West Maui and in Upcounty Maui in the town of Haliimaile to increase value.

Current wording

Land development and sales operating revenues include the sales of our real estate inventory. There was one sale of real estate during the nine months ended September 30, 2024 amounting to $200,000 for a land easement in West Maui and no sales of real estate during the nine months ended September 30, 2023. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine the best utilization of its assets in West Maui and in Upcounty Maui in the town of Haliimaile to increase value.

Previous wording

In December 2021, we entered into an agreement to sell the Kapalua Central Resort project 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 five-year extension of a Special Management Area (SMA) permit issued by the County of Maui. We allowed the agreement to expire on April 11, 2023. The development plans for our real estate holdings remain subject to our review and evaluation. The Kapalua Central Resort project continues to be marketed for sale or joint venture and the application for the SMA permit extension remains ongoing.

Current wording

In December 2021, we entered into an agreement to sell the Kapalua Central Resort project 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 five-year extension of a Special Management Area (SMA) permit issued by the County of Maui. We allowed the agreement to expire on April 11, 2023. The development plans for our real estate holdings remain subject to our review and evaluation. The Kapalua Central Resort project continues to be marketed for sale or development with partner(s) and the application for the SMA permit extension remains ongoing.

Previous wording

In December 2023, we contributed approximately 30-acres of land in Upcountry Maui, valued at $1.6 million, to BRE2 LLC, a joint venture between the Company and Stone Properties, for the development and sales of ranch lots. There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as land development and sales operating revenues. We anticipate sales of the ranch lots to total approximately $4.1 million, with approximately $2.2 million constituting our share of the sales proceeds, which we expect to occur between late 2024 to mid-2025.

Current wording

In December 2023, we contributed approximately 30-acres of land in Upcountry Maui, valued at $1.6 million, to BRE2 LLC, a joint venture between the Company and Stone Properties, for the development and sales of ranch lots. There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as land development and sales operating revenues. However, after review, it was determined that the $1.6 million should have been presented as a gain on the derecognition of the land asset rather than operating revenue. This restatement in the treatment of the $1.6 million gain will be made in the Company’s Annual Report on Form 10-K for the fiscal year 2024, anticipated to be filed in March 2025. We anticipate sales of the ranch lots to total approximately $4.1 million, with approximately 50% constituting our share of the sales proceeds, which we expect to occur between the fourth quarter of 2024 to mid-2025.

Previous wording

Approximately $391,000 was spent towards real estate development expenditures during the six months ended June 30, 2024 for development efforts both in West Maui and Haliimaile. No significant expenditures were made during the six months ended June 30, 2023.

Current wording

Approximately $687,000 was spent towards real estate development expenditures during the nine months ended September 30, 2024 for development efforts both in West Maui and Haliimaile. Approximately $526,000 in development expenditures were made during the nine months ended September 30, 2023.

Previous wording

Operating revenues from leasing activities for the three months ended June 30, 2024, were comprised primarily of $1.9 million from commercial, industrial, and agricultural leases, and the remaining $0.3 million was comprised of $33,000 of licensing fees from our registered trademarks and trade names, $175,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenue from leasing activities for the three months ended June 30, 2023, were primarily comprised of $1.8 million from commercial, industrial, and agricultural leases, and the remaining $0.3 million was comprised of $33,000 of licensing fees from our registered trademarks and trade names, $183,000 from potable and non-potable water system sales and $72,000 in grant revenue from the State of Hawai‘i for conservation management of our Puu Kukui Watershed.

Current wording

Operating revenues from leasing activities for the three months ended September 30, 2024, were comprised primarily of $2.2 million from commercial, industrial, and agricultural leases, and the remaining $0.5 million was primarily comprised of $67,000 of licensing fees from our registered trademarks and trade names, $249,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenue from leasing activities for the three months ended September 30, 2023, were primarily comprised of $1.3 million from commercial, industrial, and agricultural leases, and the remaining $0.6 million was comprised of $188,000 of licensing fees from our registered trademarks and trade names, $312,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Puu Kukui Watershed.

Previous wording

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui began to increase and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the occurrence of the devastating Maui wildfires on August 8, 2023. The wildfires directly and critically impacted West Maui and took its toll on percentage rents and revenues for tourism based tenants. The $2.2 million of operating revenues from leasing activities for the three months ended June 30, 2024, compared to $2.2 million for the three months ended June 30, 2023 is an indication that tourism and visitor traffic is returning to pre-pandemic levels. The minimal increase in operating revenues at June 30, 2024 compared to June 30, 2023 is not reflective of our efforts to re-tenant and re-merchandise the tenant mix in the three commercial centers owned by the Company in the Kapalua Resort, Haliimaile Town and the Alaeloa Business Park. New tenant leases are being executed with an initial free rent period in lieu of expending funds towards tenant improvements and commercial leases are being renegotiated to reflect current market rental rates compared to the previous below market rates.

Current wording

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui began to increase and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the occurrence of the devastating Maui wildfires on August 8, 2023. The wildfires directly and critically impacted West Maui and took its toll on percentage rents and revenues for tourism based tenants. The $2.7 million of operating revenues from leasing activities for the three months ended September 30, 2024, compared to $1.9 million for the three months ended September 30, 2023 is an indication that tourism and visitor traffic is returning to pre-pandemic levels. The increase in operating revenues at September 30, 2024 compared to September 30, 2023, is reflective of our efforts to re-tenant and re-merchandise the tenant mix in the three commercial centers owned by the Company in the Kapalua Resort, Haliimaile Town and the Alaeloa Business Park. New tenant leases are typically being executed with an initial free rent period to reflect current market rental rates.

Previous wording

The increase in leasing operating costs and expenses for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, can be attributed to higher property maintenance costs for our commercial leasing portfolio properties, which had been deferred in prior years, hiring a property management and leasing firm to grow our leasing portfolio, and the start-up costs and fees associated with our efforts to increase tenant occupancy and to improve the tenant composition in our leasing portfolio.

Current wording

The increase in leasing operating costs and expenses for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, can be attributed to higher property maintenance costs for our commercial leasing portfolio properties, which had been deferred in prior years, hiring a property management and leasing firm to increase occupancy of our leasing portfolio, and the start-up costs and fees associated with our efforts to improve the tenant composition in our leasing portfolio.

Previous wording

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club that provides its members special programs and access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. 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.

Current wording

Our resort amenities and other segment includes the operations of the Kapalua Club, a private, non-equity club that provides its members special programs and access and other privileges at certain of the amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. 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.

Previous wording

The increase in operating revenues for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was due to new memberships being sold for the first time since 2019 and the Kapalua Club management team focusing on offering fee-based club events to members.

Current wording

The increase in operating revenues for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was primarily due to new memberships being sold for the first time since 2019.

Previous wording

Contracted fee expenses decreased for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due to decreased fees for access and utilization of golf privileges.

Current wording

Contracted fee expenses decreased for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due to decreased fees for access and utilization of amenities.

Previous wording

The Kapalua Club was restructured in 2023. Its revised policies and practices have been implemented to reduce the impact of the amenity fees and to better align club dues and club expenses. The Kapalua Club began to accept new membership applications beginning late 2023.

Current wording

The Kapalua Club was restructured in 2023. Its revised policies and practices have been implemented to better align club dues and club expenses. The Kapalua Club began to accept new membership applications beginning late 2023.

Previous wording

General and administrative costs and share-based compensation for the six months ended June 30, 2024 amounted to $4.8 million, compared to $3.8 million for the six months ended June 30, 2023.

Current wording

General and administrative costs and share-based compensation for the nine months ended September 30, 2024 amounted to $8.0 million, compared to $5.5 million for the nine months ended September 30, 2023.

Previous wording

Share-based compensation costs and share-based compensation for the six months ended June 30, 2024 amounted to $2.6 million, compared to $1.8 million for the six months ended June 30, 2023. The $0.8 million increase is due to option valuation expenses attributable to the option granted to our Chief Executive Officer in January 2024 and also options granted to directors in May 2024 at a higher valuation from the options granted to directors in May 2023. These differences are explained in the paragraphs below. Shared based compensation expenses for the six months ended June 30, 2024 included options for the Chairman of the board issued in March 2023, the options issued to directors in May 2023, options issued to the Chief Executive Officer in January 2024, the options issued to directors in May 2024, fiscal year 2024 Directors stock compensation/retainer and employees’ incentive share vesting. Share based compensation expenses for the six months ended June 30, 2023 included options for the Chairman of the board issued in March 2023, the options issued to directors in May 2023, employees’ incentive share vesting and incentive share vesting for the former Chief Executive Officer upon separation from the Company on March 31, 2023.

Current wording

Share-based compensation costs and share-based compensation for the nine months ended September 30, 2024 amounted to $4.7 million, compared to $2.5 million for the nine months ended September 30, 2023. The $2.2 million increase is attributable to option valuation expenses resulting from the options granted to our Chief Executive Officer in January 2024, options granted to our directors in May 2024, which were at a higher valuation from the options granted to directors in May 2023, and the options and shares cancellation that took place in August 2024. These differences are explained in the paragraphs below. Shared based compensation expenses for the nine months ended September 30, 2024 included options for the Chairman of the Board issued in March 2023, options issued to directors in May 2023, options issued to the Chief Executive Officer in January 2024, options issued to directors in May 2024, stock grants to directors in 2024, cancellations of certain stock grants and options in August 2024, and employees’ incentive share vesting. Share-based compensation expenses for the nine months ended September 30, 2023 included options for the Chairman of the Board issued in March 2023, options issued to directors in May 2023, employees’ incentive share vesting and incentive share vesting for the former Chief Executive Officer upon separation from the Company on March 31, 2023.

Previous wording

An option to purchase 400,000 shares of the Company’s common stock under the 2017 Equity and Incentive Award Plan (the Plan) was granted to the Company's Chief Executive Officer during the three months ended March 31, 2024, none of these options shares vested during this period. Additional information of the option issuance to the Chief Executive Officer is detailed in Note 11 of the financial statements. During the six months ended June 30, 2024, 325,709 shares of stock options vested which were comprised of 82,000 option shares to the Directors issued in May 2023, 110,375 option shares issued to directors in May 2024 and 133,334 option shares issued to the Chairman of the board in March 2023. During the six months ended June 20, 2023, 82,000 option shares were vested under options issued to directors in March 2023.

Current wording

An option to purchase 400,000 shares of the Company’s common stock under the 2017 Equity and Incentive Award Plan (the Plan) was granted to the Company's Chief Executive Officer during the three months ended March 31, 2024, none of these options shares vested during this period. Additional information of the option issuance to the Chief Executive Officer is detailed in Note 11 of the financial statements. During the nine months ended September 30, 2024, 422,084 shares of stock options vested which were comprised of 82,000 option shares issued to directors in May 2023, 340,084 option shares issued to directors in May 2024 and 133,334 option shares issued to the Chairman of the Board in March 2023. During the nine months ended September 30, 2023, 164,000 option shares were vested under options issued to directors in March 2023.

Previous wording

Other income of $0.2 million and $0.5 million was earned during the six month period ended June 30, 2024 and 2023, respectively. During the 6 months ended June 30, 2024, other income was due to interest earned on savings and dividends earned on a investment bond fund of varying maturities. For the six month period ended June 30, 2023, $0.3 million was earned interst on savings and dividends on an investment bond fund of varying maturities and $0.2 million was earned on a refund of captive insurance funds from a now defunct joint venture the Company was a partner in. The Company does not maintain or possess any off-balance sheet financing nor transactions.

Current wording

Other income of $0.3 million and $0.6 million was earned during the nine month period ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, other income was due to interest earned on savings and dividends earned on an investment bond fund of varying maturities. For the nine month period ended September 30, 2023, $0.4 million was earned interest on savings and dividends on an investment bond fund of varying maturities and $0.2 million was earned on a refund of captive insurance funds from a now defunct joint venture of the Company. The Company does not maintain nor possess any off-balance sheet financings nor transactions.

Previous wording

Our cash and cash equivalents were $3.7 million and $5.7 million (audited) at June 30, 2024 and December 31, 2023, respectively.

Current wording

Our cash and cash equivalents were $6.1 million and $5.7 million (audited) at September 30, 2024 and December 31, 2023, respectively.

Previous wording

We also had investments in a bond fund with varying maturities in the amount of $3.2 million and $3.1 million at June 30, 2024 and December 31, 2023, respectively. Our investments consist of corporate bond securities maturing on various dates through November 2025. These bond investments yield approximately 5.7% at June 30, 2024. We intend to hold our bond securities until maturity.

Current wording

We also had investments in a bond fund with varying maturities in the amount of $3.1 million at September 30, 2024 and December 31, 2023. Our investments consist of corporate bond securities maturing on various dates through November 2025. These bond investments yield approximately 3.4% at September 30, 2024. We intend to hold our bond securities until maturity.

Previous wording

At June 30, 2024, $15.0 million was available from our revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”). The Credit Facility, which matures on December 31, 2025, provides for revolving or term loan borrowing options. Interest on revolving loan borrowings is calculated using 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.

Current wording

At September 30, 2024, $12.0 million was available from our revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”), as the Company borrowed $3,000,000 during the three months ended September 30, 2024. The Credit Facility, which matures on December 31, 2025, provides for revolving or term loan borrowing options. Interest on revolving loan borrowings is calculated using 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.

Previous wording

Net cash flows used in our operating activities for the six months ended June 30, 2024 were $0.5 million and $0.4 million for the six months ended June 30, 2023.

Current wording

Net cash provided by our operating activities for the nine months ended September 30, 2024 was $0.1 million and net cash used in our operating activities was $0.2 million for the nine months ended September 30, 2023.

Previous wording

There was one sale of real estate during the six months ended June 30, 2024 in the amount of $0.2 million for a land easement in West Maui and no sales of real estate during the six months ended June 30, 2023.

Current wording

There was one sale of real estate during the nine months ended September 30, 2024 in the amount of $0.2 million for a land easement in West Maui and no sales of real estate during the nine months ended September 30, 2023.

Previous wording

Interest income earned from our money market and bond investments was $0.2 million for the six months ended June 30, 2024, and $0.2 million for the six months ended June 30, 2023.

Current wording

Interest income earned from our money market and bond investments was $0.3 million for the nine months ended September 30, 2024, and $0.4 million for the nine months ended September 30, 2023.

Previous wording

The outstanding balance of our Credit Facility remained zero at June 30, 2024. There were no interest payments due on our Credit Facility during the six months ended June 30, 2024.

Current wording

The outstanding balance of our Credit Facility was $3,000,000 at September 30, 2024. There were no interest payments due on our Credit Facility during the nine months ended September 30, 2024.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

To continue our over 100-year legacy, we are driven by a renewed mission to strategically maximize the use of our assets, resulting in added value to the Company and improved quality of life on Maui for future generations.