MAUI LAND & PINEAPPLE CO INC

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended September 30, 2024 and 2023

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form10-K for the year ended* December 31, 2023 (the “Annual Report”), and pursuant to the instructions to Form10*-Q and Article8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they donot include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended* September 30, 2024and2023.* The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Annual Report.

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in1909 as a Hawai‘i corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on* July 18, 2022.*Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MLP.”

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment for each reporting period. If any impairment is considered other-than-temporary, an allowance for credit loss would be established and held-to-maturity debt securities will be presented net of the credit loss allowance. Adjustments to expected credit losses are recorded as a component of other income (expense).

Amortized cost and fair value of corporate debt securities at* September 30, 2024and December 31, 2023*consisted of the following:

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Maturities of debt securities at* September 30, 2024and December 31, 2023*were as follows:

The fair value of debt securities was measured using Level2 inputs, which are based on quotes for trades occurring in active markets for identical assets.

Property and equipment, net at* September 30, 2024and December 31, 2023*consisted of the following:

Land

The Company holds approximately 22,400 acres of land. Most of this land was acquired between1911 and1932 and is carried in the Company’s balance sheets at cost. More than 20,900 acres are located in West Maui and are comprised of largely contiguous parcels which extend from the ocean to an elevation of approximately 5,700 feet. The West Maui landholdings include approximately 1,000 acres within Kapalua Resort, a master-planned, destination resort and residential community. Approximately 1,400 acres are located in Upcountry Maui in an area commonly known as Hali‘imaile and is mainly comprised of leased agricultural fields, commercial and light industrial properties.

Land Improvements

Land improvements are primarily comprised of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included are the Company’s potable and non-potable water systems in West Maui. A majority of the Company’s land improvements were either constructed and placed in service in the mid-to-late1970s or conveyed in2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

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Buildings

The Company holds approximately 247,000 square feet of leasable area on Maui. The buildings are comprised of restaurant, retail, and light industrial spaces located at the Kapalua Resort and in Haliimaile. A majority of the Company’s buildings were constructed and placed in service in the mid-to-late1970s. 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 at the Kapalua Resort in2008 and used in the Company’s leasing operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Haliimaile projects, including renovations and improvements to buildings, warehouses and commercial assets.

In* December 2023,the Company entered into a joint venture agreement with a local developer to form a Hawaii limited liability company ("BRE2* LLC"). The Company's initial capital contribution toBRE2 LLC consisted of approximately 30 acres of former pineapple lands in Hali‘imaile valued at $1.6 million. There wereno 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 reevaluating the accounting treatment of the transaction, it was determined that the $1.6 million should have been presented as a nonoperating gain on the derecognition of the land rather than operating revenue. The Company doesnot consider the misclassification to be material and intends on restating the gain in the Company’s Annual Report on Form10-K for fiscal year2024, anticipated to be filed in* March 2025.During thenine* months ended* September 30, 2024,the Company expensed $19,000 on behalf ofBRE2* LLC which was recorded as an additional capital contribution toBRE2 LLC. According to terms of the Operating Agreement forBRE2 LLC, net proceeds from the sales of improved agricultural lots will be distributed when the funds are available for distribution. Although the Company holds a majority of the equity ofBRE2 LLC, the Company doesnot controlBRE2 LLC, and as a result,BRE2 LLC is presented in the Company’s financial statements using the equity method of accounting.

Receivables from contracts with customers were $0.5 million and $0.4 million at* September 30, 2024and December 31, 2023,*respectively.

Deferred club membership revenue

The Company operates the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges to certain of the amenities within the Kapalua Resort. Deferred revenues from membership dues received from the Kapalua Club are recognized on a straight-line basis overone year. Revenue recognized for each of thenine months ended* September 30, 2024and2023* was $0.6 million.

Deferred license fee revenue

Effective* April 1, 2020,the Company entered into a trademark license agreement (the “Agreement”) with Kapalua Golf (the “Licensee”), the owner of Kapalua Plantation and Bay golf courses. 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 royalty payment of $2.0 million in March 2020.Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $99,999 for each of thenine* months ended* September 30, 2024and2023.*

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”) maturing on* December 31, 2025.At September 30, 2024,$12.0 million was available from our Credit Facility, as the Company borrowed $3,000,000 during thethree* months ended* September 30, 2024.The Credit Facility provides options for revolving or term loan borrowing. Interest on loan borrowing is based on the Bank’sprime rate minus 1.125 percentage points. Interest on term loan borrowing may*be fixed at the Bank’s commercial loan rates using an interest rate swap option. The Company has 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 areno 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 of new indebtedness on collateralized properties without the prior written consent of the Bank.

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The outstanding balance of the Credit Facility was $3,000,000 at* September 30, 2024andzero at December 31, 2023.The Company was in compliance with Credit Facility at September 30, 2024.*

Accrued retirement benefits at* September 30, 2024and December 31, 2023*consisted of the following:

The Company has a defined benefit pension plan (the “Defined Plan”), which covers many of its former bargaining unit employees and an unfunded non-qualified retirement plan (the “Non-qualified Plan”) coveringnine former non-bargaining unit management employees and former executives. In2009, the Non-qualified Plan was frozen, and in2011, the pension benefits under the Defined Plan were frozen. All future vesting of additional benefits were discontinued effective in2009 for the Non-qualified Plan and in2011 for the Defined Plan. The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in2023.

The net periodic benefit costs for pension and post-retirement benefits for thethree andnine months ended* September 30, 2024and2023* were as follows:

No contributions are required to be made to the Defined Plan in2024.

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 the1960s* to serve approximately200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised oftwo 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, which become final and binding unless a hearing is requested to contest the alleged violations and penalties.

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The construction of additional leach fields and installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in2023. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. A feasibility study was prepared for and submitted to the Company on* January 15, 2024,identifying various technical solutions that could be implemented to resolve the Order. The DOH agreed to defer the Order on February 15, 2024,as the Company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The Company submitted a plan (the Plan) and proposed solution to resolve the Order on March 14, 2024.*The Plan included the installation of an additional pond that will be lined and installed with aerators. One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed. The Company continues to work with the DOH to coordinate the timing and approval of the Plan to implement the technical solution to resolve the Order. Meetings continue to be scheduled to provide status updates and progress being made towards resolution.

In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, isnot likely to have a material adverse effect on the Company’s consolidated financial position or operations.

The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms continuing through2048. These operating leases generally provide for minimum rents for commercial properties and land assets and, in some cases, licensing fees for use of trade names, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There areno leases allowing a lessee an option to purchase the underlying asset. Leasing income subject to Accounting Standards Codification Topic842 for thethree andnine months ended* September 30, 2024and2023* were as follows:

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’s2017 Equity and Incentive Award Plan, as amended (the “Equity Plan”).

Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Their share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period ofthree years. Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

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Directors receive both cash and share-based compensation under the Equity Plan. Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in2024 and2023. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.

The number of common shares subject to options granted in2023 for annual board service, board committee service, and continued service of the Chairman of the Board are 250,000 shares,78,000 shares, and 400,000, respectively. For annual board service and board committee service, the stock options granted have a contractual period often years and vest quarterly overone year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $12.11 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.88 per share based on an expected term of 5.25 years, expected volatility of 28%, and a risk-free rate of 4.16%. During thenine months ended* September 30, 2024,215,334 shares underlying the stock options granted to directors in2023* for annual board and committee service vested. No shares underlying the2023 stock option grants to directors remain unvested.

For continued board service of the Chairman, the stock option grant has a contractual period often years which vests as follows:133,334 shares on* June 1, 2024,133,333 shares on June 1, 2025,and 133,333 shares on June 1, 2026.The exercise price per share was based on the average of the high and low share price on the date of grant, or $9.08 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.94 per share based on an expected term of 6.12 years, expected volatility of 37%, and a risk-free rate of 3.49%. There were 266,666 of unvested share options, or $0.8 million of unrecognized compensation cost, at September 30, 2024.*

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Chief Executive Officer during thethree months ended* March 31,2024. The stock option grant has a contractual period often years and vests annually as follows:133,334 shares onJanuary 1, 2025, 133,333 shares on January 1, 2026,and 133,333 shares on January 1, 2027.The exercise price per share was based on the average of the high and low share price on the date of grant, or$15.75 per share. The stock option grant is valued at the commitment date, based on the fair value, and recognized as share-based compensation expense on a straight-line basis over its vesting period beginning in January 2024.The fair value of the grant using the Black-Scholes option-pricing modelwas $6.02 per share at January 1,2024 based on an expected term of 6.00 years, expected volatility of 31%, and a risk-free rate of 3.82%. There were 400,000 shares of unvested share options, or $1.8 million of unrecognized compensation cost at September 30, 2024.*

The number of common shares subject to options granted in2024 for annual board service and board committee service were 312,500 and 87,000, respectively. These option grants have a contractual period often years and vest quarterly overone year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $22.25 per share. The fair value of these grants using the Black-Scholes option-pricing model was $8.87 per share based on an expected term of 5.25 years, expected volatility of 32.1%, and a risk-free rate of 4.40%. During thenine months ended* September 30, 2024,206,750 shares of stock options granted to directors in2024* for annual board and committee service vested. There were 192,750 shares of unvested share options, or $1.7 million of unrecognized compensation cost at* September 30, 2024.*

The simplified method described in Staff Accounting BulletinNo. 107 was used by management due to the lack of historical option exercise behavior. The Company doesnot currently issue dividends. There wereno forfeitures of stock option grants as of* September 30, 2024.Management doesnot* anticipate future forfeitures to be material.

Share-based compensation expenses totaled $4.7 million and $2.5 million for thenine months ended* September 30, 2024and2023,* respectively. Included in these amounts were $1.6 million and $0.7 million of restricted common stock vested during thenine months ended* September 30, 2024and2023,* respectively, and $3.1 million and $1.4 million of stock options vested during thenine months ended* September 30, 2024and2023,* respectively. Share-based compensation expense totaled $2.1 million and $0.7 million for thethree months ended* September 30, 2024and2023,* respectively. Included in these amounts were $0.9 million and $0.1 million of restricted common stock vested during thethree months ended* September 30, 2024and2023,* respectively, and $1.2 million and $0.6 million of stock options vested during thethree months ended* September 30, 2024and2023,* respectively.

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 2023to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares. In2023,* 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 didnot* exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in2023 amounting to 6,659 shares and 56,000 shares, respectively, and options and restricted shares issued in2024 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 thethird quarter of2024, $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.

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The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the consolidated financial statements and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at* September 30, 2024,and December 31, 2023,*respectively.

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares.

Basic and diluted weighted-average shares outstanding were 19.7 million and 20.0 million for thethree months ended* September 30, 2024,respectively. Basic and diluted weighted-average shares were 19.6 million and 20.4 million for thenine* months ended* September 30, 2024,*respectively.

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Chief Executive Officer – its chief operating decision maker – in assessing performance and determining the allocation of resources and by the Board. Reportable operating segments are as follows:

The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative expenses, and share-based compensation.

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The reportable segment data is presented as follows:

GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed inone of the followingthree categories:

Level1: Quoted market prices in active markets for identical assets or liabilities.

Level2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level3: Unobservable inputs that arenot corroborated by market data.

The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method used to determine the valuation of stock options granted to directors during thethree andnine months ended* September 30, 2024is described in Note11.*

The Company's significant accounting policies are described in Note1 in Item8 of the Annual Report. There have beenno changes to the Company’s significant accounting policies during thenine months ended* September 30, 2024.*Previous changes to the Company's significant accounting policies are included herein.

In* November 2023,the FASB issued ASUNo.* 2023-07 (“ASU2023-07”),Segment Reporting (ASC Topic280*): Improvements to Reportable Segment Disclosures* to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in the ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU2023-07 is effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024,*and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

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In* December 2023,the FASB issued ASUNo.* 2023-09 (“ASU2023-09”),Income Taxes (ASC Topic740*): Improvement to Income Tax Disclosures* to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU2023-09 is effective for annual periods beginning after* December 15, 2024,*on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

On* October 22, 2024the Company entered into a Memorandum of Agreement (the “Honokeana Agreement”) with the State of Hawai‘i Department of Transportation (“State”) to lease land and administer and manage the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.*

In furtherance of the Company’s stated mission to productively use its assets to meet the community’s critical needs, MLP agreed to lease approximately 50 acres of vacant land to the State in an area known as Honokeana, near Napili in Lahaina, Maui. The land will be leased to the State atno cost forfive years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger,1,377-acre parcel owned by the Company.

The Honokeana Agreement provides the State will fund all costs to complete the project, including approximately $35,500,000 to complete the necessary horizontal improvements. The Company has agreed to administer and manage the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements, at cost of which have yet to be estimated. The Company will provide its administration services to the State at its cost and willnot directly profit from these services. After the end of the lease, the State will remove any vertical improvements unless MLP requests that specific improvements remain.