Maui Land & Pineapple Co. Inc. Annual Report 2018

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018Or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-06510MAUI LAND & PINEAPPLE COMPANY, INC.(Exact name of registrant as specified in its charter) Hawaii(State or other jurisdictionof incorporation or organization)99-0107542(IRS EmployerIdentification No.) 200 Village RoadLahaina, Maui, Hawaii 96761(Address of principal executive offices) (Zip Code) (808) 877-3351(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Common Stock, without Par Value(Title of each class)NYSE(Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 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 ☐ No ☒ 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 duringthe 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 past90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will notbe contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerginggrowth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer ☐Non-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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ $74,987,170(Aggregate market value of common stockheld by non-affiliates of the company on June 30, 2018)19,183,253 (Number of shares of common stockoutstanding at February 16, 2019) Portions of registrant’s Proxy Statement for registrant’s 2019 Annual Meeting of Shareholdersare incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K(Documents incorporated by reference) Table of Contents FORWARD-LOOKING STATEMENTS This annual report on Form 10-K, or annual report, filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission, or SEC,contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of theSecurities Exchange Act of 1934, as amended, or the Exchange Act, which statements are subject to considerable risks and uncertainties. Forward-looking statementsinclude all statements that are not statements of historical facts contained in this annual report and can be identified by words such as “may,” “will,” “project,” “might,”“expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” 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 ofoperations, strategic plans and objectives, and recent accounting pronouncements. We caution you that the foregoing list may not include all of the forward-lookingstatements made in this annual report.Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this annual report, wecannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forthin 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 usto 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 datemade 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 thedate of this annual report. iTable of Contents TABLE OF CONTENTS Forward Looking Statements PART I Item 1.Business1Item 1A.Risk Factors4Item 1B.Unresolved Staff Comments11Item 2.Properties11Item 3.Legal Proceedings11Item 4.Mine Safety Disclosures12 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities12Item 6.Selected Financial Data13Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13Item 7A.Quantitative and Qualitative Disclosures About Market Risk17Item 8.Financial Statements and Supplementary Data18Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40Item 9A.Controls and Procedures40Item 9B.Other Information41 PART III Item 10.Directors, Executive Officers and Corporate Governance41Item 11.Executive Compensation41Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42Item 13.Certain Relationships and Related Transactions, and Director Independence42Item 14.Principal Accountant Fees and Services42 PART IV Item 15.Exhibits, Financial Statement Schedules42 SIGNATURES44 iiTable of Contents PART I Item 1. BUSINESS Overview Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. 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 subsidiariescollectively. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiariesof the Company. We own approximately 23,000 acres of land on the island of Maui, Hawaii and develop, sell, and manage residential, resort, commercial, agricultural andindustrial real estate through the following business segments: • Real Estate—Our real estate operations consist of land planning and entitlement, development and sales activities. This segment also includes theoperations of Kapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort. • Leasing—Our leasing operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of ourregistered trademarks and trade names, and stewardship and conservation efforts. • Utilities—We own two regulated utility companies which provide potable and non-potable water and wastewater transmission services to theKapalua Resort. In addition, we also own a network of several major non-potable water systems in West and Upcountry Maui. • 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. Additional information and operating results pertaining to the above business segments can be found under the heading “Description of Business” in this Item1 and in Note 9 to our financial statements set forth in Item 8 of this annual report. Description 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 estatedevelopment is the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres. Thefollowing is a summary of our landholdings as of December 31, 2018: WestMaui UpcountryMaui Total Fully entitled urban 900 – 900 Agricultural zoned 10,800 2,100 12,900 Conservation/watershed 9,000 – 9,000 20,700 2,100 22,800 Real Estate Planning and Entitlements – Appropriate entitlements must be obtained for land that is intended for development. Securing proper landentitlements is a process that requires obtaining county, state and federal approvals, which can take many years to complete and entails a variety of risks. Theentitlement 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 permitteduses of the land, and provision of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government in aneffort to obtain necessary entitlements consistent with the needs of the community. 1Table of Contents We have approximately 1,200 acres of land in Maui that are in various stages of the development process. The following is a summary of our developmentprojects as of December 31, 2018: Location ApproximateNumber ofAcres Zoned forPlannedUse AnticipatedCompletionDates DeferredDevelopment Costs(millions) ProjectedCosts toComplete(millions)Kapalua Resort 900 Yes 2020 - 2039 $7.2 $500 - $1,000Hali’imaile Town 300 No 2029 - 2034 $0.6 $100 - $200 We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of thefollowing 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-classdestination resort and residential community. We presently have entitlements to develop a variety of projects in the Kapalua Resort. Two that are currentlyplanned 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 presentlyplanned, it encompasses 800 acres and includes up to 639 residential units with extensive amenities, including up to 27 additional holes of golf. State andCounty 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 isplanned to include up to 61,000 square feet of commercial space and 188 condominium and multi-family residential units. State and County land useentitlements have been secured for this project. •Hali`imaile Town: An expansion of an existing plantation town in Upcountry Maui, this project is contemplated to be a holistic traditional community withagriculture and sustainability as core design elements. The project includes 290 acres classified as “Small Town” in the long-range County of Maui IslandPlan. This designation allows the potential for residential, industrial and commercial development at a moderate density. We are in the early stages of thisproject’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 constructioncompanies, or a combination of these methods. Real Estate Sales – Our wholly-owned subsidiary, Kapalua Realty Company, Ltd., provides licensed, general brokerage services for properties in the KapaluaResort and surrounding areas. Revenues from our Real Estate segment totaled $0.4 million, or approximately 4% of our total operating revenues for the year ended December 31, 2018. 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 inthe mainland United States and specifically the West Coast, the popularity of Hawaii as a vacation destination and second-home market, the general condition of theeconomy 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. 2Table of Contents Leasing Our Leasing segment operations include residential, resort, commercial, agricultural and industrial land and property leases, licensing of the Company’sregistered trademarks and trade names, and stewardship and conservation efforts. Commercial and Industrial Leases – We are the owner and lessor of approximately 190,000 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 andindustrial leases as of December 31, 2018: Total Average Square Occupancy Lease Footage Percentage Expiration Dates Kapalua Resort 56,577 98% 2019–2048 Other West Maui 13,509 83% 2019 Upcountry Maui 119,382 86% 2019 - 2022 Agricultural Leases – We are the lessor of 1,900 acres of diversified agriculture land leases in West and Upcountry Maui. Trademark and Trade Name Licensing – We currently have licensing agreements for the use of our registered Kapalua and other trademarks and trade nameswith several different companies, mainly in conjunction with our agricultural, commercial and industrial leases. Stewardship and Conservation – We manage the conservation of a 9,000-acre nature and watershed preserve in West Maui. A portion of our stewardship andconservation efforts is subsidized by the State of Hawaii, the County of Maui, and other organizations. Revenues from our Leasing segment totaled $6.2 million, or approximately 56% of our total operating revenues for the year ended December 31, 2018. Our Leasing segment operations are highly sensitive to economic conditions including tourism and consumer spending levels. Our Leasing segmentoperations also face substantial competition from other property owners in Maui and Hawaii. Utilities Our Utilities segment includes the operations of two Hawaii Public Utilities Commission-regulated subsidiaries, Kapalua Water Company, Ltd. and KapaluaWaste Treatment Company, Ltd. In addition, our Utilities segment includes the operations of several major non-potable irrigation water systems in West and UpcountryMaui. Kapalua Water Company, Ltd. provides potable and non-potable water utility services to the Kapalua Resort, including its golf courses, hotels, residentialsubdivisions, commercial properties and landscaped common areas. Kapalua Waste Treatment Company, Ltd. provides sewage collection and transmission services for the Kapalua Resort. Waste water treatment is processed bythe County of Maui Lahaina Wastewater Reclamation Facility. Non-Potable Irrigation Water Systems – We own and operate several non-potable wells, irrigation ditches, reservoirs and transmission systems serving theKapalua Resort, the County of Maui, and agricultural users in West and Upcountry Maui. Revenues from our Utilities segment totaled $3.2 million, or approximately 29% of our total operating revenues for the year ended December 31, 2018. Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Ourwater and sewage system infrastructure requires periodic and ongoing maintenance, which in some cases can involve significant capital expenditures. Due to theregulated nature surrounding water sources and transmission infrastructure on Maui, our Utilities segment does not face any substantial competition. 3Table of Contents Resort Amenities Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access andother 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 $1.1 million, or approximately 11% of our total operating revenues for the year ended December 31, 2018. The viability of the Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from otherresort destination communities on Maui and other parts of Hawaii. Employees As of December 31, 2018, we had 14 full-time employees, none of whom are members of a collective bargaining group. 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 thesewebsite addresses does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through ourwebsite 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) or15(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 ourwebsite 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’swebsite at www.sec.gov. Item 1A. RISK FACTORS The following is a summary of certain risks we face in our business. They are not the only risks we face. Additional risks that we do not yet know of or thatwe currently believe are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occurs,our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. In assessing these risks, investorsshould also refer to the other information contained or incorporated by reference in our other filings with the SEC. Risks Related to our Business Unstable macroeconomic market conditions could materially and adversely affect our operating results. Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions poses a risk to ourbusiness 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 factorscould have a material adverse effect on demand for our products and services and on our financial condition and operating results. In addition, in the event that current equity or credit market conditions deteriorate, or if our expenses increase unexpectedly, it may become necessary for us toraise 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 orequity financing more difficult, more costly, and, in the case of an equity financing, more dilutive to our existing stockholders. Failure to secure any necessary financingin 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 financialperformance and stock price. 4Table of Contents Real estate investments are subject to numerous risks and we are negatively impacted by downturns in the real estate market. We are subject to the risks that generally relate to investments in real property because we develop and sell real property, primarily for residential use. Themarket 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 worldwideconditions, 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 resulting from changes in the U.S. presidentialadministration 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 ininterest 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 ourproperty is worth; •the popularity of Maui in particular and Hawaii in general 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, the application of the alternativeminimum tax, real property taxes and employee relocation expenses; and/or •acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters. Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant general decline in the market for residentialor luxury real estate, which, in turn, could adversely affect our development plans, revenues and profitability. During low periods of demand, real estate may remain onhand 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 developmentprojects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offs of deferreddevelopment 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 otherconditions. Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, suchas spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results ofoperations. Our businesses are dependent on attracting visitors to the Kapalua Resort, to Maui, and to the State of Hawaii as a whole. Economic factors that affect thenumber of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as the continuing worldwide economic uncertainty andweakness, the level of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, andevents in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negativelyaffect a potential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition andresults of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the spread ofcontagious diseases could negatively affect a potential visitor’s choice of vacation destination or second home location and as a result, have a material adverse impacton our business, financial condition and results of operations. 5Table of Contents 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 jointventure 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 andweakness; •a venture partner may fail to fund its share of operations and development activities, or to fulfill its other commitments, including providing accurate andtimely 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 ajoint venture’s contractual arrangements. If we were to become obligated under such arrangements or become subject to the risks associated with joint venturerelationships, 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 projectdevelopments 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 periodrequired to rectify the situation; •ability to raise capital; •impact of governmental 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 more, to complete. In some situations, wemay 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 orfailures to obtain these entitlements may have a material adverse effect on our financial results. 6Table of Contents 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 andthe 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, ourfinancial 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 orcleaning 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 imposeliability 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, orthe 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 realproperty 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 thedisposal or treatment facility, even if we never owned or operated that facility. Certain laws, ordinances and regulations, particularly those governing the management orpreservation 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, areduction 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, includingcoverage 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 notbe 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 underour insurance policies may involve substantial time, effort, resources and the risk that the insurance carrier may deny or dispute coverage under the policy. Under suchcircumstances, we may not receive insurance proceeds or the insurance proceeds we receive may not fully cover business interruptions or losses and our operatingresults, 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 thesetrademarks 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 amaterial 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 tosatisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptionsincluding 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. 7Table of Contents 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 AccountingStandards Board (FASB) and the International Accounting Standards Board (IASB) (collectively, the “Boards”) and the SEC, continually change and update thefinancial accounting standards we must follow. In February 2016, the Boards issued an Accounting Standards Update (ASU), which changes certain aspects of accounting for leases for both lessees andlessors. Since February 2016, several additional ASUs have been issued to clarify implementation issues. The final update became effective on January 1, 2019. Suchpotential impacts from the adoption of the ASU include, without limitation: •Significant changes to our balance sheet relating to the recognition of operating leases as assets or liabilities based on existing lease terms and whether weare the lessor or lessee; •Significant changes in the timing of revenue recognition (related to lease arrangements in which we are the lessor) or expense recognition (related to thelease arrangements in which we are the lessee), stemming from the potential classification of financing or sales-type leases under the new ASU, for leasesthat are classified as operating leases under the current accounting standards; and •Significant fluctuations in our reported results of operations. In addition, the new accounting update could make leasing/re-leasing of our spaces less attractive to our potential and current tenants, which could reduceoverall occupancy of our properties. Under the current guidance, our tenants do not reflect operating leases with us as a liability on their balance sheets, but onlyprovide a disclosure of future minimum payments associated with the operating lease in the footnotes to their financial statements. The new lease standard will requirethat lessees record on the balance sheets their rights and obligations pertaining to operating leases with a term of over 12 months. Changes in lease accountingstandards could potentially impact the structure and terms of future leases since our tenants may seek to limit lease terms to avoid recognizing lease obligations in theirfinancial statements. The new rules may also make lease renewal options less attractive because, under certain circumstances, the rules will require a tenant to assumethat a renewal right will be exercised and accrue a liability relating to the longer lease term. Shorter lease terms and a reduction in rentable square feet leased may lead toa reduction in occupancy rates and decline in rental revenue, which would have an adverse effect on our results of operations. In May 2014, the FASB issued an ASU on recognition of revenue arising from contracts with customers and subsequently issued an ASU on recognition ofgains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The updates became effective for us on January 1, 2018. The core principleunderlying the revenue recognition ASU is that an entity will recognize revenue to represent the transfer of goods and services to customers in an amount that reflectsthe consideration to which the entity expects to be entitled in such exchange. This will require entities to identify contractual performance obligations and determinewhether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. 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 ouroperating 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 facilitycovenants. 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 ofassets 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, andthe 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 ourtenant, vendor and customer relationships, internal communications, accounting and record-keeping systems, and many other key aspects of our business. Ouroperations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks, which also depend onthe strength of our procedures and the effectiveness of our internal controls. 8Table of Contents 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 tofraudulently 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 orfraudulently 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 informationtechnology networks and infrastructure, and invest in the development and enhancement of our controls designed to prevent, detect, address, and mitigate the risk ofunauthorized access, misuse, computer viruses, and other events that could have a security impact. We conduct periodic security awareness trainings for ouremployees to educate them on how to identify and alert management regarding phishing emails, spoofed or manipulated electronic communications, and other criticalsecurity threats. We’ve implemented internal controls around our treasury function including enhanced payment authorization procedures, verification requirements fornew 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, securitymeasures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of businessinformation; 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 recognizethreats to our systems, or to implement effective preventive measures against all security incidents due to, among other things, the frequent change in techniques usedin 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 toimmediately 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 ofan 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 thedamage incurred or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, which couldfurther 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 insurancecoverages 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 31,2019 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations and adversely affectour 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 intotal 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 abilityto 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 ourdevelopment projects. At times, this may require borrowing under our credit facility or other indebtedness, repayment of which may be dependent on selling of our realestate assets at acceptable prices in condensed timeframes. 9Table of Contents Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting ourflexibility 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 2018, the low and high share prices of our common stock ranged from $9.23 to $17.55. Our stock price has been, and may continue to be, subject tosignificant 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 financialmarkets 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 othershareholders. As of February 15, 2019, affiliates of our company owned, in the aggregate, approximately 65% of our outstanding shares. As a result, if these affiliates were tooppose 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 leastdelay such an acquisition or change in control from taking place, even if other shareholders 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, 2018 was approximately 28,000 shares. If limited trading in our stockcontinues, 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 ourcommon 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 movementcan 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 and do not plan to pay any cash dividends in the near future. Our current policy isto 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 facilitywhich 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 lessvaluable 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 New York Stock Exchange (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 takeaction to delist our common stock. Delisting could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducingthe 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 ourcredit facility. 10Table of Contents We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and containcovenants 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 privateequity 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 raisecapital through the issuance of our common stock or securities convertible or exercisable into our common stock, our existing stockholders may suffer significantdilution. If we issued preferred equity or debt securities, these securities could have rights superior to holders of our common stock and could contain covenants thatwill 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 haverights senior to the rights of equity holders and the terms of such indebtedness could impose restrictions on our operations. Item 1B. UNRESOLVED STAFF COMMENTS None. Item 2. 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 ofDecember 31, 2018: Acres West Maui 20,700 Upcountry Maui 2,100 Total 22,800 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. The remaining lands are mainly former pineapplefields, gulches, undeveloped coastal and forest areas, and our 9,000-acre conservation watershed preserve. 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-formedmountain on the island that rises above 10,000 feet in elevation. 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 forthe purposes for which they are currently being used or intended to be used. Additional information regarding our real estate properties can be found under the heading“Business” in Item 1 of this annual report. Item 3. LEGAL PROCEEDINGS We were named along with multiple parties in lawsuits filed by certain owners of units and fractional interests in the project formerly known as The Ritz-CarltonClub and Residences, Kapalua Bay. The lawsuits were filed in the Circuit Court of the Second Circuit, State of Hawaii on May 23, 2011, June 7, 2012, and June 19, 2013.The lawsuits alleged deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations and sought unspecifieddamages, treble damages and other relief. In September 2018, the defendant parties reached a settlement with the plaintiffs in the May 23, 2011 lawsuit and two of the ten plaintiffs in the June 7, 2012lawsuit. Under terms of the confidential settlement agreement we made an undisclosed payment in October 2018 to be released from the lawsuit. 11Table of Contents In November 2018, we reached a settlement with the eight remaining plaintiffs in the June 7, 2012 lawsuit. Under terms of the confidential settlement agreementour insurance carrier made an undisclosed payment in November 2018 to release us from the lawsuit. In addition, in December 2018, our insurance carrier reimbursed usfor certain of the defense costs we incurred in the June 7, 2012 lawsuit. In February 2019, we reached a settlement with the plaintiffs in the June 19, 2013 lawsuit. Under terms of the confidential settlement agreement we will bemaking an undisclosed payment to be released from the lawsuit. The undisclosed payment has been accrued as of December 31, 2018 in the accompanying financialstatements. On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewatereffluent violations related to our Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homesdeveloped 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 resulted from an inspection by DOH officials in June 2018. The Order includes, among other requirements, payment of a $230,000 administrativepenalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations andpenalties. We have requested such a hearing, which has been scheduled for September 2019. In the meantime, we intend to continue working with the DOH on a previously-approved corrective action plan to resolve and remediate the facility’swastewater effluent issues. We are presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has been made inthe 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. Webelieve the outcome of these pending legal proceedings, in the aggregate, is not likely to have a material adverse effect on our operations, financial position or cashflows. Item 4.MINE SAFETY DISCLOSURES Not applicable. PART II Item 5.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.” We did not declare any dividends in 2017 or 2018. Our ability to declare dividends isrestricted by the terms of our credit agreement. We do not intend to pay any cash dividends on our common stock in the foreseeable future. As of February 15, 2019,there were 249 shareholders of record of our common stock, which do not include beneficial owners of our common stock whose shares are held in the names of varioussecurities brokers, dealers and registered clearing agencies. The quarterly high and low prices of our common stock, as reported by the NYSE, during 2017 and 2018 were as follows: 2017 Quarter 2018 Quarter 1st 2nd 3rd 4th 1st 2nd 3rd 4th High $11.95 $21.90 $27.80 $18.80 $17.55 $13.30 $14.20 $12.84 Low 6.95 11.00 11.88 12.80 10.55 9.95 11.15 9.23 Unregistered Sales of Equity Securities None. 12Table of Contents 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 Item 12 of this annual report. Item 6.SELECTED FINANCIAL DATA Because we are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item. Item 7.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 annualreport, 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, 2018 and 2017 CONSOLIDATED Year Ended December 31, 2018 2017 (in thousands except share amounts) Operating revenues $11,037 $24,582 Operating costs and expenses (8,662) (7,031)General and administrative (2,896) (2,515)Share-based compensation (1,540) (1,319)Depreciation (1,770) (1,756)Operating income (loss) (3,831) 11,961 Pension and other postretirement expense (514) (871)Interest expense (156) (190)Income tax benefit 4,999 - Net income $498 $10,900 Net Income per Common Share $0.03 $0.57 REAL ESTATE Year Ended December 31, 2018 2017 (in thousands) Operating revenues $446 $14,575 Operating costs and expenses (2,770) (1,457)Operating income (loss) $(2,324) $13,118 In April 2017, approximately $6.7 million of land improvements were conveyed to us by the owner of a 125-acre portion of our Kapalua Mauka project. Theowner purchased the 125-acre property, commonly known as Mahana Estates, in 2009. As part of the sale, the owner agreed to subsequently develop and convey to usupon completion certain easements, subdivision and utility improvements related to the Mahana Estates property. 13Table of Contents In February 2017, we sold the 15-acre Kapalua Golf Academy practice course located in the Kapalua Resort for $7.0 million to the owner of the KapaluaPlantation and Bay Golf Courses. The property was sold without any development entitlements. The sale resulted in a gain of approximately $6.4 million. We applied $5.6million of the sale proceeds to pay down our First Hawaiian Bank credit facility. Also included in our real estate operating revenues were sales commissions from resales of properties owned by private residents in the Kapalua Resort andsurrounding areas by our wholly-owned subsidiary, Kapalua Realty Company, Ltd. totaling $0.4 million and $0.9 million for the years ended December 31, 2018 and 2017,respectively. The increase in real estate operating costs and expenses for the year ended December 31, 2018 compared to the prior year was mainly due to legal defense,mediation and settlement costs incurred in the lawsuits with respect to the project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay. We did not have any significant real estate development expenditures in 2018 or 2017. Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of futureperformance trends in this business segment. LEASING Year Ended December 31, 2018 2017 (in thousands) Operating revenues $6,223 $5,732 Operating costs and expenses (2,570) (2,476)Operating income $3,653 $3,256 Leasing operating revenues for the year ended December 31, 2018 were comprised of $5.3 million of leasing revenues and $0.9 million of licensing fees from ourregistered trademarks and trade names. This compares to $4.8 million of leasing revenues and $0.9 million of licensing fees for 2017. The increase in leasing operatingcosts and expenses for the year ended December 31, 2018 compared to the year ended December 31, 2017 was due to higher repairs and maintenance costs for ourcommercial leasing portfolio properties. Our leasing operations face substantial competition from other property owners in Maui and Hawaii. UTILITIES Year Ended December 31, 2018 2017 (in thousands) Operating revenues $3,220 $3,153 Operating costs and expenses (2,213) (2,065)Operating income $1,007 $1,088 We have contracted a third-party water engineering and management company to manage the operations of our wholly-owned subsidiaries: Kapalua WaterCompany, Ltd. and Kapalua Waste Treatment Company, Ltd. We have contracted a water maintenance company to manage our non-potable/irrigation water systems inWest and Upcountry Maui. Our Utilities segment operations are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort.Rates charged by our Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. subsidiaries are regulated by the Hawaii Public Utilities Commission.The increase in utilities operating costs and expenses for the year ended December 31, 2018 as compared to the year ended December 31, 2017 was primarily due tohigher deferred maintenance expenditures and repairs and maintenance costs. 14Table of Contents RESORT AMENITIES Year Ended December 31, 2018 2017 (in thousands) Operating revenues $1,148 $1,122 Operating costs and expenses (1,109) (1,033)Operating income $39 $89 Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access andother 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. The KapaluaClub does not 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, beachclub and other resort amenities. INTEREST EXPENSE Interest expense was $0.2 million for 2018 and 2017. Our average interest rates on borrowings was 5.91% for 2018, compared to 5.83% for 2017, and averageborrowings were $1.3 million in 2018 compared to $1.7 million in 2017. LIQUIDITY AND CAPITAL RESOURCES Liquidity We had cash on hand of $0.6 million and $13.8 million of available credit under a $15.0 million revolving line of credit facility with First Hawaiian Bank as ofDecember 31, 2018. We have a $15.0 million revolving line of credit facility with First Hawaiian Bank (Credit Facility). The Credit Facility matures on December 31, 2019 and providesfor two optional one-year extension periods. Interest on borrowings is at LIBOR plus 3.50%. We have pledged our 800-acre Kapalua Mauka project and approximately30,000 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 berepaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unusedportion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary forfinancings 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 newindebtedness. As of December 31, 2018, we were in compliance with the covenants under the Credit Facility. Cash Flows Net cash flow provided by our operating activities totaled $0.9 million for the year ended December 31, 2018. Interest payments on our long-term debt totaled$78,000 for the year ended December 31, 2018. We were not required to make any minimum funding contributions to our defined benefit pension plans during 2018 and we do not expect to be required tomake any contributions for 2019. Future Cash Inflows and Outflows Our business initiatives for the next twelve months include investing in our operating infrastructure and continued planning and entitlement efforts on ourdevelopment projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our realestate assets at acceptable prices in condensed timeframes. 15Table of Contents Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting ourflexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds. The Company recorded a $5.0 million income tax benefit in 2018 for the expected refunds of unused AMT credit carryforwards over the next several years. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our accounting policies are described in “Summary of Significant Accounting Policies,” Note 1 to our financial statements set forth in Item 8 of this annualreport. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of accountingestimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates andassumptions could materially affect the amounts reported in our financial statements. The accounting policies and estimates that we have identified as being critical toour 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 berecoverable. These asset impairment loss analyses contain uncertainties because they require management to make assumptions and apply considerablejudgments 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 andimprovements of the assets; thus, the accounting estimates may change from period to period. If management uses different assumptions or if differentconditions occur in future periods, our financial condition or future operating results could be materially impacted. •Deferred development costs, principally predevelopment costs and offsite development costs related to various projects in the planning stages by our realestate segment, totaled $10.8 million at December 31, 2018. Based on our future development plans for the Kapalua Resort and other properties, and theestimated 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 ofwhen 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 inits present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete theplan 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 activelymarketed 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 isunlikely 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 orestimated fair value less cost to sell. •Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associatedcost of sales, in our consolidated statements of income and comprehensive income. Sales of real estate assets that are considered peripheral or incidentaltransactions to our ongoing major or central operations are reflected as net gains or losses in our consolidated statements of income and comprehensiveincome. •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 businesssegment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, andamounts for all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual propertygenerally 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 pensionobligation. These assumptions are subject to the risk of change as they require significant judgment and have inherent uncertainties that management orits consulting actuaries may not control or anticipate. A detailed discussion of our defined benefit pension plans is contained in Note 6 to our financialstatements set forth in Item 8 of this annual report. 16Table of Contents •Management calculates the income tax provision, current and deferred income taxes along with the valuation allowance based upon various complexestimates and interpretations of income tax laws and regulations. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likelythan 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 nolonger required, the tax benefit for the remaining deferred tax assets will be recognized at such time. A detailed discussion of our income taxes is containedin Note 8 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 aliability has been incurred and the amount of the loss can be reasonably estimated. We make adjustments to these accruals to reflect the impact and statusof negotiations, settlements, rulings, advice of legal counsel and other information and events that may pertain to a particular matter. Predicting theoutcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to varymaterially from those estimates. In making determinations of likely outcomes of litigation matters, we consider many factors. These factors include, but arenot 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 legalcounsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter’s current status. A detailed discussion ofsignificant litigation matters and contingencies is contained in Note 11 to our financial statements set forth in Item 8 of this annual report. IMPACT OF INFLATION AND CHANGING PRICES Most of the land we own was acquired from 1911 to 1932 and is carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed inservice 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, 2018, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Because we were a smaller reporting company, as defined in Item 10(f)(1) of SEC Regulation S-K in 2017, we are not required to provide the information requiredby this Item. 17Table of Contents Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ofMaui Land & Pineapple Company, Inc.Lahaina, Hawaii Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries (the “Company”) as of December 31,2018 and 2017, and the related consolidated statements of income and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in thetwo-year period ended December 31, 2018 and the related notes (collectively referred to as the financial statements). We also have audited the Company’s internalcontrol over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018 in conformity with accountingprinciples generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control overfinancial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of theeffectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reportingbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required tobe independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financialreporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures inthe financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating theoverall presentation of the financial statements. Our audit of internal control over financial reporting including obtaining an understanding of internal control overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide areasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the company’s assets that could have a material effect on the financial statements. 18Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate. /s/ ACCUITY LLP We have served as the Company’s auditor since 2014. Honolulu, HawaiiMarch 1, 2019 19Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIESCONSOLIDATED BALANCE SHEETS December 31, 2018 2017 (in thousands except share data) ASSETS CURRENT ASSETS Cash $624 $1,029 Accounts receivable, less allowance of $34 and $40 for doubtful accounts 897 940 Current portion of income tax receivable 2,499 - Prepaid expenses and other assets 37 159 Assets held for sale 212 212 Total Current Assets 4,269 2,340 PROPERTY Land 5,059 5,059 Land improvements 24,727 24,727 Buildings 24,884 24,884 Machinery and equipment 11,143 10,980 Construction in progress 149 - Total Property 65,962 65,650 Less accumulated depreciation 36,741 34,971 Net Property 29,221 30,679 OTHER ASSETS Deferred development costs 10,790 10,395 Income tax receivable 2,500 - Other noncurrent assets 1,320 1,387 Total Other Assets 14,610 11,782 TOTAL ASSETS $48,100 $44,801 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $1,235 $- Accounts payable 2,024 696 Payroll and employee benefits 814 784 Current portion of accrued retirement benefits 165 164 Other current liabilities 460 203 Total Current Liabilities 4,698 1,847 LONG-TERM LIABILITIES Long-term debt - 1,235 Accrued retirement benefits 9,871 7,867 Deposits 2,558 2,449 Deferred revenue - 215 Other noncurrent liabilities 54 44 Total Long-Term Liabilities 12,483 11,810 COMMITMENTS & CONTINGENCIES (Note 11) STOCKHOLDERS' EQUITY Common stock--no par value, 43,000,000 shares authorized; 19,125,521 and 19,040,273 shares issued andoutstanding 79,411 78,584 Additional paid in capital 9,246 9,246 Accumulated deficit (35,934) (36,432)Accumulated other comprehensive loss (21,804) (20,254)Total Stockholders' Equity 30,919 31,144 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $48,100 $44,801 See Notes to Financial Statements 20Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOMEAND COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2018 2017 (in thousands except per share amounts) OPERATING REVENUES Real estate Sales $- $13,681 Commissions 446 894 Leasing 6,223 5,732 Utilities 3,220 3,153 Resort amenities and other 1,148 1,122 Total Operating Revenues 11,037 24,582 OPERATING COSTS AND EXPENSES Real estate Cost of sales - 579 Other 2,770 878 Leasing 2,570 2,476 Utilities 2,213 2,065 Resort amenities and other 1,109 1,033 General and administrative 2,896 2,515 Share-based compensation 1,540 1,319 Depreciation 1,770 1,756 Total Operating Costs and Expenses 14,868 12,621 OPERATING INCOME (LOSS) (3,831) 11,961 Pension and other post-retirement expenses (514) (871)Interest expense (156) (190)Income tax benefit 4,999 - NET INCOME 498 10,900 Pension, net of income taxes of $0 (1,550) 2,041 COMPREHENSIVE INCOME (LOSS) $(1,052) $12,941 NET INCOME PER COMMON SHARE --BASIC AND DILUTED $0.03 $0.57 See Notes to Financial Statements 21Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFor the Years Ended December 31, 2018 and 2017(in thousands) Accumulated Additional Other Common Stock Paid in Acumulated Comprehensive Shares Amount Capital Deficit Loss Total Balance, January 1, 2017 18,958 $78,123 $9,246 $(47,332) $(22,295) $17,742 Share-based compensation expense 448 448 Issuance of shares for incentive plan 94 767 767 Vested restricted stock issued 59 448 (448) - Shares cancelled to pay tax liability (71) (754) (754)Other comprehensive gain-pension (Note 6) 2,041 2,041 Net income 10,900 10,900 Balance, December 31, 2017 19,040 $78,584 $9,246 $(36,432) $(20,254) $31,144 Share-based compensation expense 563 563 Issuance of shares for incentive plan 71 845 845 Vested restricted stock issued 64 563 (563) - Shares cancelled to pay tax liability (50) (581) (581)Other comprehensive loss-pension (Note 6) (1,550) (1,550)Net income 498 498 Balance, December 31, 2018 19,125 $79,411 $9,246 $(35,934) $(21,804) $30,919 See Notes to Financial Statements 22Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2018 2017 (in thousands) OPERATING ACTIVITIES Cash receipts from customers and other receipts $14,841 $13,298 Cash receipts from real estate sales, net - 6,990 Cash paid to vendors (12,352) (10,017)Cash paid for payroll and taxes (1,529) (1,410)Cash paid for interest (78) (99)Cash paid for income taxes - (412)NET CASH PROVIDED BY OPERATING ACTIVITIES 882 8,350 INVESTING ACTIVITIES Purchases of property (311) - Payments for other assets (395) (1,521) NET CASH USED IN INVESTING ACTIVITIES (706) (1,521) FINANCING ACTIVITIES Proceeds from long-term debt 500 300 Payments of long-term debt (500) (5,922)Debt and common stock issuance costs and other (581) (780) NET CASH USED IN FINANCING ACTIVITIES (581) (6,402) NET INCREASE (DECREASE) IN CASH (405) 427 CASH AT BEGINNING OF YEAR 1,029 602 CASH AT END OF YEAR $624 $1,029 SUPPLEMENTAL INFORMATION: Net income $498 $10,900 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,839 1,937 Conveyance of improvements - (6,691)Share based compensation 563 448 Changes in operating assets and liabilities: Accounts receivable 43 563 Change in retirement liabilities 455 838 Trade accounts payable 1,328 127 Income taxes receivable (2,499) (443)Other operating assets and liabilities (1,345) 671 NET CASH PROVIDED BY OPERATING ACTIVITIES $882 $8,350 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: •Common stock issued to certain members of the Company’s management totaled $845,000 and $767,000 in 2018 and 2017, respectively. See Notes to Financial Statements 23Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIESNOTES TO FINANCIAL STATEMENTS 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION The financial statements include the accounts of Maui Land & Pineapple Company, Inc. and its principal subsidiary Kapalua Land Company, Ltd. and othersubsidiaries (collectively, the “Company”). The Company’s principal operations include the development, sale and leasing of real estate, water and waste transmissionservices, and the management of a private club membership program at the Kapalua Resort. Significant intercompany balances and transactions have been eliminated. COMPREHENSIVE INCOME Comprehensive income includes all changes in stockholders’ equity, except those resulting from capital stock transactions. Comprehensive income includesadjustments to the Company’s defined benefit pension plan obligations. ALLOWANCE FOR DOUBTFUL ACCOUNTS Receivables are recorded net of an allowance for doubtful accounts. The Company estimates future write-offs based on delinquencies, credit ratings, agingtrends, and historical experience. The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses; however, significant deteriorationin any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company’s financial condition and/or itsfuture operating results could be materially impacted. Credit is extended after evaluating creditworthiness and no collateral is generally required from customers. ASSETS HELD FOR SALE 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 itspresent 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 havebeen 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 isreasonable 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 bemade 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. DEFERRED DEVELOPMENT COSTS Deferred development costs consist primarily of design, entitlement and permitting fees and real estate development costs related to various planned projects.Deferred development costs are written off if management decides that it is no longer probable that the Company will proceed with the related development project.There were no impairments in deferred development costs in 2018 or 2017. PROPERTY AND DEPRECIATION Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the life ofan asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation arewritten off and the resulting gains or losses are included in income. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method generally over three to 40 years. 24Table of Contents LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition ismade. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss isrecognized in an amount by which the assets’ net book values exceed their fair value. These asset impairment loss analyses require management to make assumptionsand apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertaintyabout future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenanceand improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if differentconditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. There were no impairments in long-lived assets in 2018 or 2017. ACCRUED RETIREMENT BENEFITS The Company’s policy is to fund retirement benefit costs at a level at least equal to the minimum amount required under federal law, but not more than themaximum amount deductible for federal income tax purposes. The under-funded status of the Company’s defined benefit pension plan is recorded as a liability in its balance sheet and changes in the funded status of theplan is recorded in the year in which the changes occur, through comprehensive income. A pension asset or liability is recognized for the difference between the fairvalue of plan assets and the projected benefit obligation as of year-end. Deferred compensation plans for certain former management employees provide for specified payments after retirement. A liability has been recognized basedon the present value of estimated payments to be made. REVENUE RECOGNITION Overview Real estate revenues are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured, performanceobligations have been performed and risks of ownership have passed to the buyer. Sales of real estate assets that are considered central to the Company’s ongoing major operations are classified as real estate sales revenue, along with anyassociated cost of sales, in the Company’s consolidated statements of income and comprehensive income. Sales of real estate assets that are considered peripheral orincidental transactions to the Company’s ongoing major or central operations are reflected as net gains or losses in the Company’s consolidated statements of incomeand comprehensive income. If the sale of a real estate asset represents a strategic shift that has, or will have, a major effect on the Company’s operations, such as the discontinuance of abusiness segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amountsfor all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual property generally will not representa strategic shift and, therefore, will typically not meet the criteria for classification as discontinued operations. Lease revenues are recognized on a straight-line basis over the terms of the leases. Also included in lease income are certain percentage rents determined inaccordance with the terms of the leases. Lease income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold arerecognized only after the defined sales thresholds are achieved. Other revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability isreasonably assured. Deferred revenues from annual dues received from the private club membership program at the Kapalua Resort are recognized on a straight-linebasis over one year. Recent accounting pronouncements – Lease Accounting In February 2016, the FASB issued an ASU that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both partiesto a lease agreement (i.e., lessees and lessors). Subsequently, the FASB issued additional ASUs that further clarified the original ASU. The ASUs became effective forus on January 1, 2019. Upon adoption of the lease ASUs on January 1, 2019, we elected the following practical expedients provided by these ASUs: •Package of practical expedients – requires the Company not to reevaluate its existing or expired leases as of January 1, 2019, under the new lease accountingASUs. 25Table of Contents •Optional transition method practical expedient – requires the Company to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. •Land easements practical expedient – requires the Company to account for land easements existing as of January 1, 2019, under the accounting standardsapplied to them prior to January 1, 2019. •Single component practical expedient – requires the Company to account for lease and nonlease components associated with that lease under the new leaseASUs, 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 us notto record on the Company’s balance sheets related lease liabilities, taxes collected from lessees, lessor costs paid directly by lessee to a third party and right-of-use assets. Lessor accounting The Company recognized revenue from our lease agreements aggregating $6.2 million for the year ended December 31, 2018. This revenue consisted primarilyof rental revenue, percentage rental revenue, and tenant recoveries. Under current accounting standards, the Company recognizes rental revenue from its operating leases on a straight-line basis over the respective lease terms.The Company commences recognition of rental revenue at the date the property is ready for its intended use and the tenant takes possession of or controls the physicaluse of the property. Under current accounting standards, tenant recoveries related to payments of real estate taxes, insurance, utilities, repairs and maintenance, common areaexpenses, and other operating expenses are considered lease components. The Company recognizes these tenant recoveries as revenue when services are rendered inan amount equal to the related operating expenses incurred that are recoverable under the terms of the applicable lease. Under the lease ASU, each lease agreement will be evaluated to identify the lease components and nonlease components at lease inception. The totalconsideration in the lease agreement will be allocated to the lease and nonlease components based on their relative standalone selling prices. Lessors will continue torecognize the lease revenue component using an approach that is substantially equivalent to existing guidance for operating leases (straight-line basis). On January 1, 2019, the Company elected the single component practical expedient, which requires the Company, by class of underlying asset, not to allocatethe total consideration to the lease and nonlease components based on their relative stand-alone selling prices. This single component practical expedient requires theCompany to account for the lease component and nonlease component(s) associated with that lease as a single component if (i) the timing and pattern of transfer of thelease component and the nonlease component(s) associated with it are the same and (ii) the lease component would be classified as an operating lease if it wereaccounted for separately. If it is determined that the lease component is the predominant component, the Company accounts for the single component as an operatinglease in accordance with the new lease ASUs. Conversely, the Company is required to account for the combined component under the new revenue recognition ASU ifit is determined that the nonlease component is the predominant component. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets that qualify for this expedient are accounted for as asingle component under the new lease ASUs, with tenant recoveries primarily as variable consideration. Tenant recoveries that do not qualify for the single componentpractical expedient and are considered nonlease components are accounted for under the revenue recognition ASUs. The Company’s operating leases commencing ormodified after January 1, 2019, for which the Company is the lessor are expected to qualify for the single component practical expedient accounting under the new leaseASUs. The adoption of this guidance will not have a material impact on the Company’s financial statements. Costs to execute leases The new lease ASU will require that lessors and lessees capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease (e.g.commissions paid to leasing brokers). Under the new lease ASU, allocated payroll costs and other costs such as legal costs incurred as part of the leasing process priorto the execution of a lease will no longer qualify for classification as initial direct costs but will instead be expensed as incurred. During the year ended December 31,2018, the Company did not capitalize such costs. Under the package of practical expedients that the Company elected on January 1, 2019, it is not required to reassesswhether initial direct leasing costs capitalized prior to the adoption of the new lease ASUs in connection with the leases that commenced prior to January 1, 2019, qualifyfor capitalization under the new lease ASUs. Effective January 1, 2019, costs that the Company incurs to negotiate or arrange a lease regardless of its outcome, such asfixed employee compensation, tax, or legal advice to negotiate lease terms, and costs related to advertising or soliciting potential tenants will be expensed as incurred. 26Table of Contents Lessee accounting Under the new lease ASUs, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle ofwhether the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based onan effective interest method or on a straight-line basis over the term of the lease, which corresponds to a similar evaluation performed by lessors. In addition to thisclassification, a lessee is also required to recognize a right-of-use asset and a lease liability for all leases regardless of their classification, whereas a lessor is not requiredto recognize a right-of-use asset and a lease liability for any operating leases. For the year ended December 31, 2018, the Company recognized rent expense of approximately $62,000 for these leases. As of December 31, 2018, the remainingcontractual payments under the office and equipment leases are $57,000. All of the aforementioned leases for which the Company is the lessee are currently classified asoperating leases, and therefore, the Company will have the option, under the practical expedients provided by the lease ASU, to continue to classify these leases asoperating leases upon adoption of the ASU. Under the package of practical expedients that the Company elected upon adoption of the new lease ASUs, all of its operating leases existing as of January 1,2019, for which the Company is the lessee, continue to be classified as operating leases subsequent to the adoption of the new lease ASUs. The Company have alsoevaluated the effect of the new lease ASUs on the calculation of its debt covenants as of December 31, 2018 and noted no significant effect on the calculation. Recent accounting pronouncements – Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) on recognition of revenue arising fromcontracts with customers, as well as recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers, and subsequently, it issuedadditional guidance that further clarified the ASU. The revenue recognition ASU has implications for all revenues, excluding those that are under the specific scope ofother accounting standards, such as revenue associated with leases (described below). The Company’s revenues for the year ended December 31, 2018 that were subject to the revenue recognition ASU were as follows (in thousands): Real estate $446 Utilities 3,220 Resort amenities and other 1,148 Total $4,814 The core principle underlying the revenue recognition ASU is that an entity will recognize revenue to represent the transfer of goods and services to customersin an amount that reflects the consideration to which the entity expects to be entitled in such exchange. This requires entities to identify contractual performanceobligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.The Company’s revenue streams are recognized at a point in time except for the utilities and resort amenities revenue. Utility services are recognized as provided overthe monthly billing period, and the annual membership dues are recognized over a period of twelve months. A customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with goods or servicesthat are generated by a company’s ordinary output activities, whereas noncustomers are provided with nonfinancial assets that are outside of a company’s ordinaryoutput activities. This distinction may not significantly change the pattern of income recognition but determines whether that income is classified as revenue (contractswith customers) or other gains/losses (contracts with noncustomers) in the Company’s financial statements. The Company’s revenue streams for the period weregenerated as ordinary output activities to customers as defined by the guidance and were properly classified as revenues. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifythe contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extentthat it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v)recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams, effective January 1,2018 compared to the prior guidance did not result in significant changes in the way the Company records its real estate revenue, utilities revenue and resort amenitiesand other revenues. 27Table of Contents An entity is also required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for thearrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amountof consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to thecustomer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. The Company is currently evaluating the option to use a practicalexpedient to not separate lease and non-lease components as shown in ASU No.2018-11 prior to adoption in 2019. Property services categorized as nonleasecomponents that are reimbursed by the Company’s tenants may need to be presented on a net basis if it is determined that the Company held an agent arrangement. Upon adoption, entities can use either a full retrospective or modified retrospective method to adopt this ASU. Under the full retrospective method, all periodspresented will be restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to 2016 will be recorded to retainedearnings as of January 1, 2016. Under the modified retrospective approach, prior periods are not restated to conform to the new standard. Instead, a cumulativeadjustment for effects of applying the new standard to periods prior to 2018 is recorded to retained earnings as of January 1, 2018. Additionally, incremental footnotedisclosures are required to present the 2018 revenues under the prior standard. Under the modified retrospective method, an entity may also elect to apply the standardto either (i) all contracts as of January 1, 2018, or (ii) only to contracts that are not completed as of January 1, 2018. The Company elected to adopt this guidance usingthe modified retrospective method at January 1, 2018 which did not result in an adjustment to retained earnings. Additionally, upon adoption, the Company evaluated itsrevenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance andconfirmed that there were no differences in the pattern of revenue recognition. OPERATING COSTS AND EXPENSES Real estate, leasing, utilities, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and otherpost-retirement expenses. INCOME TAXES The Company accounts for uncertain tax positions in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 740. Thisinterpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expectedto be taken in a tax return (Note 8). The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between thefinancial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferred incometax assets if management believes that it is more likely than not that some portion or all of the asset will not be realized through future taxable income. The Company recognizes accrued interest related to unrecognized tax benefits as interest expense and penalties in general and administrative expenses in itsconsolidated statements of income and comprehensive income and such amounts are included in income taxes payable on the Company’s consolidated balance sheets. The Tax Cuts and Jobs Act of 2017 (TCJA) was signed into law on December 22, 2017. The law includes significant changes to the U.S. corporate income taxsystem, including a Federal corporate rate reduction from 35% to 21%, elimination of Alternative Minimum Tax (AMT) and refund of AMT credit carryforward,limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to aterritorial tax system. The Company is applying the guidance in Securities and Exchange Commission Staff Accounting Bulletin (SAB) 118, Income Tax AccountingImplications of the Tax Cuts and Jobs Act, which provides guidance on applying FASB Accounting Standards Codification (ASC) 740, Income Taxes, if the accountingfor certain income tax effects of the TCJA are incomplete by the time the financial statements are issued for a reporting period. Specifically, SAB 118 permits companiesto use reasonable estimates and provisional amounts for some line items for taxes when preparing year-end 2017 financial statements. Additional disclosures required bySAB 118 are included in Note 8. 28Table of Contents SHARE-BASED COMPENSATION PLANS The Company accounts for share-based compensation, including grants of shares of common stock, as compensation expense over the service period(generally the vesting period) in the financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is estimated and consideredin the amount recognized. USE OF ESTIMATES AND RECLASSIFICATIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates.Certain amounts in the December 31, 2017 consolidated statements of operations and comprehensive income were reclassified to conform to the December 31, 2018presentation. Such amounts had no impact on net income and comprehensive income previously reported. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution areinsured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2018 and December 31, 2017, the Company had deposits in excess ofthe FDIC limit. RISKS AND UNCERTAINTIES Factors that could adversely impact the Company’s future operations or financial results include, but are not limited to the following: periods of economicweakness and uncertainty in Hawaii and the mainland United States; high unemployment rates and low consumer confidence; uncertainties and changes in U.S. social,political, regulatory and economic conditions or laws and policies resulting from changes in the U.S. presidential administration and concerns surrounding ongoingdevelopments in the European Union, Middle East, and Asia; the general availability of mortgage financing, including the effect of more stringent lending standards formortgages and perceived or actual changes in interest rates; risks related to the Company’s investments in real property, the value and salability of which could beimpacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawaii in general as a vacation destination or second-homemarket; increased energy costs, including fuel costs, which affect tourism on Maui and Hawaii generally; untimely completion of land development projects withinforecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by stateand local governmental agencies; the cyclical market demand for luxury real estate on Maui and in Hawaii generally; increased competition from other luxury real estatedevelopers on Maui and in Hawaii generally; failure of future joint venture partners to perform in accordance with their contractual agreements; environmentalregulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters; the Company’s location apart from the mainland United States, whichresults in the Company’s financial performance being more sensitive to the aforementioned economic risks; failure to comply with restrictive financial covenants in theCompany’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flow requirements. LEGAL CONTINGENCIES The Company are parties to claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its businessactivities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict and significant judgment may be required in thedetermination of both the probability of loss and whether the amount of the loss is reasonably estimable. The Company’s estimates are subjective and are based on thestatus of legal and regulatory proceedings, the merit of the Company’s defenses and consultation with external legal counsel. An accrual for a potential litigation loss isestablished when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Refer toNote 11 of the Notes to Financial Statements for further information regarding the Company’s legal proceedings. NEW ACCOUNTING PRONOUNCEMENTS In March 2016, FASB issued ASU No. 2016-09, Compensation-Stock Compensation. This ASU simplifies the accounting for share-based payment transactions,including income taxes, classification of awards, and classification on the statement of cash flows. This ASU became effective for the Company on January 1, 2018 anddid not have a material effect on its financial statements. In June 2016, FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses. This ASU replaces the incurred loss impairment methodology in currentGAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information to determine credit loss estimates. This ASUwill be effective for annual reporting periods beginning after December 15, 2019 for public business entities. The Company is in the process of assessing the impact ofASU No. 2016-13 on its financial statements. In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cashreceipts and cash payments are presented and classified in the statement of cash flows. This ASU is effective for public business entities for annual reporting periodsbeginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements. 29Table of Contents In October 2016, FASB issued ASU No. 2016-16, Income Taxes. This ASU simplifies the recognition of intra-entity income tax consequences when an assetother than inventory is transferred. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017. The adoption ofthis guidance did not have a material impact on the Company’s financial statements. In November 2016, FASB issued ASU No. 2016-18, Statement of Cash Flows-Restricted Cash. This ASU addresses the diversity in the classification andpresentation of changes in restricted cash in the statement of cash flows. This ASU is effective for public business entities for annual reporting periods beginning afterDecember 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements. In December 2016, FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. This ASUsummarizes the various amendments that serve to clarify the codification or to correct unintended application of guidance. This ASU is effective for public businessentities for annual reporting periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financialstatements. In March 2017, FASB issued ASU No. 2017-07, Compensation-Retirement Benefits. This ASU aims to improve the presentation of net periodic pension cost andnet periodic postretirement benefit cost by requiring the reporting of the service cost component in the same line item or items as other compensation costs arising fromservices rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from theservice cost component and outside a subtotal of income from operations. This ASU is effective for public business entities for annual periods beginning afterDecember 15, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. This ASU clarifies whichchanges to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for publicbusiness entities for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The adoption of this guidance did not havea material impact on the Company’s financial statements. On August 28, 2018, the FASB issued ASU 2018-14 which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefitpension and other postretirement plans. The ASU’s changes related to disclosures are part of the FASB’s disclosure framework project which was aimed to improve theeffectiveness of disclosures in notes to financial statements. This ASU is effective for public business entities for annual reporting periods beginning after December 15,2020, with early adoption permitted. The Company expects to adopt the new disclosure requirements on January 1, 2021. NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net incomeper common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional commonshares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued. Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method isapplied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of non-vested restricted stockare issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised. Year Ended December 31, 2018 2017 Basic and diluted 19,091,679 18,995,274 Potentially dilutive 27,500 27,500 30Table of Contents 2.ASSETS HELD FOR SALE AND REAL ESTATE SALES At December 31, 2018 and 2017 assets held for sale consisted of the following: December 31,2018 December 31,2017 (in thousands) Upcountry Maui, 630-acre parcel of agricultural land $156 $156 Upcountry Maui, 33-acre parcel of agricultural land and wastewater treatment facility 56 56 Assets held for sale $212 $212 None of the above assets held for sale have been pledged as collateral under the Company’s credit facility. In April 2017, approximately $6.7 million of land improvements were conveyed to the Company by the owner of a 125-acre portion of the Company’s KapaluaMauka project. The owner purchased the 125-acre property, commonly known as Mahana Estates, in 2009. As part of the sale, the owner agreed to subsequentlydevelop and convey to the Company upon completion certain easements, subdivision and utility improvements related to the Mahana Estates property. In February 2017, the Company sold the 15-acre Kapalua Golf Academy practice course located in the Kapalua Resort for $7.0 million to the owner of theKapalua Plantation and Bay Golf Courses. The property was sold without any development entitlements. The sale resulted in a gain of approximately $6.4 million. TheCompany used $5.6 million of the sale proceeds to pay down its long-term debt. 3.PROPERTY Land Most of the Company’s 22,800 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost. Approximately 20,700 acres ofland are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet. This parcel includesapproximately 900 acres within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately3,000 acres. The Company’s remaining 2,100 acres of land are located in Upcountry Maui in an area commonly known as Hali’imaile and are mainly comprised of leasedagricultural fields, including related processing and maintenance facilities. Land Improvements Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is theCompany’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 leasingoperations. The majority of the buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if theseassets 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 leasingoperations. Also included are machinery and equipment used in the Company’s utilities operations. 31Table of Contents 4.LONG-TERM DEBT Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility with First Hawaiian Bank (CreditFacility). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings is at LIBOR plus 3.50%, or5.84% and 4.86% at December 31, 2018 and December 31, 2017, respectively. The Company has pledged its 800-acre Kapalua Mauka project and approximately 30,000square 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 repaidtoward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion ofthe Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary forfinancings 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 newindebtedness. The Company believes that it is in compliance with the covenants under the Credit Facility as of December 31, 2018. 5.LEASING ARRANGEMENTS The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. Theseoperating leases generally provide for minimum rents and, in some cases, licensing fees and percentage rentals based on tenant revenues. In addition, the leasesgenerally provide for reimbursement of common area maintenance and other expenses. Total rental income under these operating leases was as follows: 2018 2017 (in thousands) Minimum rentals $2,720 $2,495 Percentage rentals 1,544 1,255 Licensing fees 903 868 Other (primarily common area recoveries) 1,056 1,114 Total $6,223 $5,732 Property at December 31, 2018 and 2017 includes leased property of $29.4 million (before accumulated depreciation of $17.2 million and $16.3 million,respectively). Future minimum rental income receivable during the next five years and thereafter is as follows: (in thousands) 2019 $2,992 2020 2,970 2021 2,499 2022 1,760 2023 756 Thereafter 1,722 32Table of Contents 6.ACCRUED RETIREMENT BENEFITS Accrued Retirement Benefits at December 31, 2018 and 2017 consisted of the following: 2018 2017 (in thousands) Defined benefit pension plans $7,971 $5,812 Non-qualified retirement plans 2,065 2,219 Total 10,036 8,031 Less current portion (165) (164)Non-current portion of accrued retirement benefits $9,871 $7,867 The Company had two defined benefit pension plans which cover substantially all of its former bargaining and non-bargaining full-time, part-time andintermittent employees. In 2011, pension benefits under both plans were frozen. The Company also has unfunded non-qualified retirement plans covering twelve of itsformer executives. The non-qualified retirement plans were frozen in 2009 and future vesting of additional benefits was discontinued. During the fourth quarter of 2018,the Company merged the two defined benefit pension plans to streamline the administration of the frozen plan. The measurement date for the Company’s benefit plan disclosures is December 31st of each year. The changes in benefit obligations and plan assets for 2018and 2017, and the funded status of the plans and assumptions used to determine benefit information at December 31, 2018 and 2017 were as follows: 2018 2017 (in thousands) Change in benefit obligations: Benefit obligations at beginning of year $56,453 $56,378 Interest cost 1,974 2,216 Actuarial loss (gain) (3,096) 2,074 Benefits paid (4,025) (4,216)Benefit obligations at end of year 51,306 56,452 Change in plan assets: Fair value of plan assets at beginning of year 48,442 47,176 Actual return on plan assets (3,114) 5,531 Employer reimbursement for retirement benefits (118) (230)Employer contributions 105 181 Benefits paid (4,025) (4,216)Fair value of plan assets at end of year 41,290 48,442 Funded status $(10,016) $(8,010)Accumulated benefit obligations $51,306 $56,452 Weighted average assumptions used to determine benefit obligations at December 31: Discount rate 4.28% 3.59%-3.64% Expected long-term return on plan assets 5.00% 5.00% Rate of compensation increase n/a n/a Accumulated other comprehensive loss of $21.8 million and $20.2 million at December 31, 2018 and 2017, respectively, represent the net actuarial loss which hasnot yet been recognized as a component of pension expense. In 2019, $0.9 million of net actuarial loss is expected to be recognized as a component of net pensionexpense. 33Table of Contents Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows: 2018 2017 (in thousands) Pension and other benefits: Interest cost $1,974 $2,216 Expected return on plan assets (2,319) (2,255)Recognized net actuarial loss 764 840 Settlement/Curtailment Expense - - Pension expense $419 $801 Other changes in plan assets and benefit obligations recognized in comprehensive income: Net gain $2,314 $(1,201)Recognized gain (764) (840)Total recognized gain in comprehensive income $1,550 $(2,041) Weighted average assumptions used to determine net periodic benefit cost: 2018 2017 Pension benefits: Discount rate 3.59%-3.64% 4.07%-4.14%Expected long-term return on plan assets 5.00% 5.00%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 historicalrelationships between equities and fixed income are presumed consistent with the widely accepted capital market principle that assets with higher volatility generate agreater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital markets are determined. Diversificationand rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns. The fair values of the Company’s pension plan assets at December 31, 2018 and 2017, by asset category, were as follows: 2018 Fair Value Measurements (in thousands) Quoted Prices inActive Marketsfor IdenticalAssets (Level 1) Significant OtherObservableInputs (Level 2) Total AHGT pooled equity funds $- $10,665 $10,665 AHGT pooled fixed income funds - 29,635 29,635 Cash management funds - 990 990 $- $41,290 $41,290 2017 Fair Value Measurements (in thousands) Quoted Prices inActive Marketsfor IdenticalAssets (Level 1) Significant OtherObservableInputs (Level 2) Total AHGT pooled equity funds $- $14,772 $14,772 AHGT pooled fixed income funds - 32,581 32,581 Cash management funds - 1,089 1,089 $- $48,442 $48,442 34Table of Contents Aon Hewitt Group Trust (AHGT) pooled equity and fixed income funds: Pooled equity and fixed income funds consist of various AHGT Funds offered throughprivate placements. The units are valued daily using net asset values (NAV). NAV are based on the fair value of each fund’s underlying investments. Level 1 assets arepriced 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, interestrates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs that are derivedprincipally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plans. The pension planassets are allocated among approved asset types based on the plans current funded status and other characteristics set by the administrative committee, and subject toliquidity requirements of the plans. Estimated future benefit payments are as follows (in thousands): 2019 $4,208 2020 4,123 2021 4,025 2022 3,906 2023 3,790 2024 - 2028 17,265 The Company does not expect to be required to make minimum contributions to its pension plans in 2019. No required minimum contributions were made in2018 or 2017. 7.SHARE-BASED COMPENSATION The Company’s directors, officers and certain members of management receive a portion of their compensation in shares of the Company’s common stockgranted 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 shareprice 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 andconditions 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 untilsuch 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 the Company’s officers and certain members of management based on their achievement ofcertain predefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares ofcommon stock and a long-term incentive paid in restricted shares vesting quarterly over a period of three years. Share-based compensation totaled $1,540,000 and $1,319,000 for 2018 and 2017, respectively. Included in these amounts were $563,000 and $448,000 of restrictedshares of common stock which vested during 2018 and 2017, respectively. 8.INCOME TAXES GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken orexpected to be taken in a tax return. In December 2017, The Tax Cuts and Jobs Act of 2017 (TCJA) was signed into law. The law includes significant changes to the U.S. corporate income taxsystem, including a Federal corporate rate reduction from 35% to 21%, elimination of Alternative Minimum Tax (AMT) and refund of AMT credit carryforward,limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to aterritorial tax system. The TCJA also establishes new tax laws that will affect future periods, including, but not limited to: (1) reducing the U.S. federal corporate tax rate;(2) limiting deductible interest expense; (3) modifying the tax treatment of like-kind exchanges; (4) generally eliminating U.S. federal income taxes on dividends fromforeign subsidiaries; (5) imposing a new provision designed to tax global intangible low-tax income; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7)limiting the use of Net Operating Loss (NOL) carryforwards created in tax years beginning after December 31, 2017; (8) modifying the limitations on the use of foreign taxcredits to reduce our U.S. income tax liability; and (9) further restricting the deductibility of certain executive compensation and fringe benefits. The Company is in theprocess of analyzing the regulations issued and determining an estimate of the financial impact 35Table of Contents Reconciliations between the total income tax benefit and the amount computed using the statutory federal rate of 21% for the years ended December 31, 2018and 2017 were as follows: 2018 2017 (in thousands) Federal income tax expense (credit) at statutory rate $(945) $3,815 Adjusted for: AMT refundable credits (4,999) Valuation allowance 986 (3,814)Permanent differences and other (41) (1)Income tax benefit $(4,999) $- Deferred tax assets were comprised of the following temporary differences as of December 31, 2018 and 2017: 2018 2017 (in thousands) Net operating loss and tax credit carryforwards $24,239 $25,745 Joint venture and other investments (27) (22)Accrued retirement benefits 3,055 2,483 Property net book value 2,266 1,716 Property net book value 2,266 1,716 Deferred revenue 666 546 Stock compensation 16 13 Reserves and other 189 (115)Total deferred tax assets 30,404 30,366 Valuation allowance (30,404) (30,366)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 accruedretirement benefits and the valuation allowance includes the pension adjustment included in accumulated other comprehensive loss, which is not included in the currentprovision. The Company had $71.7 million in federal NOL carry forwards at December 31, 2018, that expire from 2029 through 2034. The Company had $85.7 million instate NOL carry forwards at December 31, 2018, that expire from 2029 through 2034. The Company had $2.6 million in federal and state NOL carry forwards at December31, 2018 that do not expire. In accordance with TCJA, the Company eliminated $91.3 million of AMT NOL carry forwards at December 31, 2018 and recognized as income tax benefit$5.0 million from its unused AMT credit carry forwards. The Company expects to receive 50%, or $2.5 million, of said credit in 2019 and the remaining balance to bereceived over the following two years. In accordance with SAB 118, during the year ended December 31, 2017, we recorded an adjustment of $12.1 million to the deferred tax assets and valuationallowance as a result of the TCJA’s reduction of the Federal corporate from 35% to 21%. 9.SEGMENT INFORMATION The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’sChief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. Reportable operating segments are as follows: •Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estatecompany located within the Kapalua Resort. 36Table of Contents •Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’strademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. •Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company’s water and sewagetransmission services (regulated by the Hawaii Public Utilities Commission) for the Kapalua Resort. The operating segment also includes the managementof ditch, reservoir and well systems that provide non-potable irrigation 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 are measured based on operating income (loss), exclusive of interest, depreciation, general andadministrative, share-based compensation, pension and other postretirement expenses. Condensed financial information for each of the Company’s reportable segments for the years ended December 31, 2018 and 2017 were as follows: Real Resort Estate Leasing Utilities Amenities Other (2) Consolidated 2018 Operating revenues (1) $446 $6,223 $3,220 $1,148 $- $11,037 Operating costs and expenses (2,770) (2,570) (2,213) (1,109) - (8,662)Depreciation expense - (1,179) (525) (57) (9) (1,770)General and administrative and other expenses (1,145) (865) (357) (531) (1,538) (4,436)Operating income (loss) (3,469) 1,609 125 (549) (1,547) (3,831)Pension and other post-retirement expenses (514)Interest expense (156)Income tax benefit 4,999 Income from continuing operations $498 Capital expenditures (3) $273 $- $148 $- $- $421 Assets (4) $13,634 $17,084 $9,388 $1,099 $6,895 $48,100 Real Resort Estate Leasing Utilities Amenities Other (2) Consolidated 2017 Operating revenues (1) $14,575 $5,732 $3,153 $1,121 $1 $24,582 Operating costs and expenses (1,457) (2,476) (2,065) (978) (55) (7,031)Depreciation expense - (1,207) (477) (52) (20) (1,756)General and administrative and other expenses (982) (742) (306) (531) (1,273) (3,834)Operating income (loss) 12,136 1,307 305 (440) (1,347) 11,961 Pension and other post-retirement expenses (871)Interest expense (190)Income from continuing operations $10,900 Capital expenditures (3) $1,457 $- $- $- $- $1,457 Assets (4) $13,261 $18,100 $9,613 $1,216 $2,611 $44,801 (1)Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. Intersegment revenues were insignificant.(2)Consists primarily of miscellaneous transactions and unallocated general and administrative, and pension and other post-retirement expenses.(3)Primarily includes expenditures for property and deferred costs.(4)Segment assets are located in the United States. 37Table of Contents 10.RESERVES Allowance for doubtful accounts for 2018 and 2017 were as follows: Description Balance atBeginning ofYear Increase Decrease Balance atEnd of Year (in thousands) Allowance for Doubtful Accounts 2018 $40 $- $(6) $34 2017 $57 $- $(17) $40 11.COMMITMENTS AND CONTINGENCIES The Company was named along with multiple parties in lawsuits filed by certain owners of units and fractional interests in the project formerly known as TheRitz-Carlton Club and Residences, Kapalua Bay. The lawsuits were filed in the Circuit Court of the Second Circuit, State of Hawaii on May 23, 2011, June 7, 2012, andJune 19, 2013. The lawsuits alleged deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations and soughtunspecified damages, treble damages and other relief. In September 2018, the defendant parties reached a settlement with the plaintiffs in the May 23, 2011 lawsuit and two of the ten plaintiffs in the June 7, 2012lawsuit. Under terms of the confidential settlement agreement the Company made an undisclosed payment in October 2018 to be released from the lawsuit. In November 2018, the Company reached a settlement with the eight remaining plaintiffs in the June 7, 2012 lawsuit. Under terms of the confidential settlementagreement the Company’s insurance carrier made an undisclosed payment in November 2018 to release the Company from the lawsuit. In addition, in December 2018, theCompany’s insurance carrier reimbursed the Company for certain of the defense costs it incurred in the June 7, 2012 lawsuit. In February 2019, the Company reached a settlement with the plaintiffs in the June 19, 2013 lawsuit. Under terms of the confidential settlement agreement theCompany will be making an undisclosed payment to be released from the lawsuit. The undisclosed payment has been accrued as of December 31, 2018 in theaccompanying financial statements. On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewatereffluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-familyhomes developed for workers in the Company’s former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surroundingdisposal leach fields. The Order resulted from an inspection by DOH officials in June 2018. The Order includes, among other requirements, payment of a $230,000 administrativepenalty and development of a new wastewater treatment plant, which become final and binding – unless a hearing is requested to contest the alleged violations andpenalties. The Company has requested such a hearing, which has been scheduled for September 2019. In the meantime, the Company intends to continue working with the DOH on a previously-approved corrective action plan to resolve and remediate thefacility’s wastewater effluent issues. The Company is presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to the Order and no provision has beenmade in the accompanying financial statements. 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 theCompany’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 theCompany’s financial position or operations. 38Table of Contents 12.FAIR VALUE MEASUREMENTS GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the financialstatements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used todetermine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities.Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.Level 3: Unobservable inputs that are not corroborated by market data.The Company considers all cash on hand to be unrestricted cash for the purposes of the consolidated balance sheets and consolidated statements of cashflows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The fair value of income taxreceivables approximate their carrying value due to the certainty of collection or short-term nature of the instruments. The valuation is based on settlements of similarfinancial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing ratescurrently available to the Company for debt with similar terms and maturities. The carrying amount of debt at December 31, 2018 and 2017 was $1,235,000, whichapproximated fair value. The fair value of debt was measured using the level 2 inputs, noted above. See Note 6 for the classification of the fair value of pension assets. 39Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. 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 controlsand procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2018. We maintain disclosure controls andprocedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated andcommunicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding requireddisclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance ofachieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based onthe evaluation of our disclosure controls and procedures as of December 31, 2018, our principal executive officer, principal financial officer, principal accounting officerconcluded 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 financialreporting 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 assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generallyaccepted 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 accountingprinciples generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance withauthorizations 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 amaterial effect on the financial statements. Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentationand preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making this assessment,management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—IntegratedFramework (2013). Based on its assessments, management believes that, as of December 31, 2018, the Company’s internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Accuity LLP, an independent registered publicaccounting firm as stated in their report which is set forth in Part II, Item 8 of this annual report on Form 10-K. 40Table of Contents CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING We have reviewed and updated our internal controls and related procedures related to our change in filing status from a smaller reporting company to anaccelerated filer in January 2018 to a smaller reporting company in September 2018. Except as otherwise noted, there has been no significant changes in our internalcontrols 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 isreasonably likely to materially affect, the Company’s internal controls over financial reporting. Item 9B. OTHER INFORMATION None. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after the close of our fiscal yearended December 31, 2018. Executive Officers The names, ages and certain biographical information about our executive officers, as of February 1, 2019, are provided below. Warren H. Haruki (66)Mr. Haruki has been Chief Executive Officer of the Company since May 2011 and Executive Chairman of our Board sinceJanuary 2009. He has been a director on our Board since 2006. Mr. Haruki has served as President and Chief ExecutiveOfficer of Grove Farm Company, Inc., a land development company located on Kauai, Hawaii since February 2005. He wasPresident of GTE Hawaiian Tel and Verizon Hawaii, communications providers, from 1991 to 2003. Mr. Haruki serves on theboards of several privately-held companies.Tim T. Esaki (56)Mr. Esaki has served as Chief Financial Officer of the Company since May 2010. Mr. Esaki was appointed as the DeputyDirector of the Department of Public Works for the County of Hawaii from 2009 to April 2010. From 2003 to 2009, he wasSenior Vice President of Finance and Accounting for 1250 Oceanside Partners, the developer and operator of a 1,500-acre,master-planned, residential golf and country club community in Kona, Hawaii. Mr. Esaki was an Audit Senior Manager atErnst & Young LLP, where he worked from 1986 to 1999. Code of Ethics Our Board of Directors approved the Company’s Code of Business Conduct and Ethics (Code of Ethics) in March 2008. The Code of Ethics is applicable to ourprincipal executive officer, principal financial officer, principal accounting officer and all other employees of the Company. The Code of Ethics is intended to qualify as a“code of ethics” for purposes of Item 406(b) of Regulation S-K. The Code of Ethics is posted on our website at http://mauiland.com/investor.shtml. We will satisfy thedisclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, any applicable provision (related to elements listed under Item 406(b) ofRegulation S-K) of the Code of Ethics by posting such information on our website. Item 11. EXECUTIVE COMPENSATION The information set forth under “Executive Compensation,” and “Director Compensation” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to befiled no later than 120 days after the close of our fiscal year ended December 31, 2018, is incorporated herein by reference. 41Table of Contents Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth under “Security Ownership of Certain Beneficial Owners” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed nolater than 120 days after the close of our fiscal year ended December 31, 2018, is incorporated herein by reference. Securities Authorized For Issuance Under Equity Compensation Plans The following table provides summary information as of December 31, 2018, for our equity compensation plans: Plan Category Number of securitiesto be issuedupon exercise ofoutstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a)) (a) 2017 Equity and Incentive Award Plan 27,500 $7.48 1,309,560 With the exception of the information regarding securities authorized for issuance under our equity compensation plans set forth above, the informationrequired by this Item 12 is incorporated herein by reference to the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after theclose of our fiscal year ended December 31, 2018. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information set forth under “Certain Relationship and Related Transactions,” and “Director Independence” in the Maui Land & Pineapple Company, Inc.Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2018, is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information set forth under “Independent Registered Public Accounting Firm” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed nolater than 120 days after the close of our fiscal year ended December 31, 2018, is incorporated herein by reference. PART IV Item 15. 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 areincluded in Item 8 of this annual report: Consolidated Balance Sheets as of December 31, 2018 and 2017Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2018 and 20172021Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018 and 201722Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 201723Notes to Financial Statements24 42Table of Contents (a)3.Exhibits Incorporated by Reference ExhibitNumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith3.1Restated Articles of Associated, as currently in effect10-Q001-065103.18/4/2010 3.2Amended Bylaws, as currently in effect10-K001-065103.23/2/2012 10.11#2017 Equity and Incentive Award PlanDEF 14A001-06510Appendix A3/28/2017 10.22Loan Agreement, by and among the Company and first HawaiianBank, dated June 6, 20168-K001-0651010.16/11/2014 10.24Credit Agreement, by and between the Company and First HawaiianBank, dated August 5, 201610-Q001-0651010.18/11/2016 21.1Subsidiaries of the Company X23.1*Consent of Accuity LLP, Independent Registered PublicAccounting Firm, dated March 1, 2019 X24.1Power of Attorney (included on the signature page of this report) X31.1*Certification of Chief Executive Officer pursuant to Rule 13a-14(a)orRule 15d-14(a) promulgated under the Securities Exchange Act of1934, as amended. X31.2*Certification of Chief Financial Officer pursuant to Rule 13a-14(a)orRule 15d-14(a) promulgated under the Securities Exchange Act of1934, as amended. X32.1*Certification of Chief Executive Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X32.2*Certification of Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002. X101.INSXBRL Instance Document X101.SCHXBRL Taxonomy Extension Schema Document X101.CALXBRL Taxonomy Extension Calculation document X101.DEFXBRL Taxonomy Extension Definition Linkbase X101.LABXBRL Taxonomy Extension labels Linkbase Document X101.PREXBRL Taxonomy Extension Presentation Link Document X *This certification shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, 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 or the Exchange Act, except to the extent that the registrantspecifically incorporates it by reference. **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 subjectto 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 theSecurities 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. 43Table of Contents SIGNATURES 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 signedon its behalf by the undersigned, thereunto duly authorized, on March 1, 2019. MAUI LAND & PINEAPPLE COMPANY, INC. By:/s/ Warren H. Haruki Warren H. HarukiChief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Warren H. Haruki and Tim T.Esaki, 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 orher 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 theretoand 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 performeach 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 virtuehereof. 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 registrantand in the capacities and on the dates indicated. By/s/ Warren H. HarukiDate March 1, 2019 Warren H. Haruki, Chairman of the Board &Chief Executive Officer (Principal Executive Officer) By/s/ Stephen M. CaseDate March 1, 2019 Stephen M. Case, Director By/s/ David A. HeenanDate March 1, 2019 David A. Heenan, Director By/s/ Anthony P. TakitaniDate March 1, 2019 Anthony P. Takitani, Director By/s/ Arthur C. TokinDate March 1, 2019 Arthur C. Tokin, Director By/s/ Tim T. EsakiDate March 1, 2019 Tim T. Esaki, Chief Financial Officer(Principal Financial Officer) By/s/ Paulus SubrataDate March 1, 2019 Paulus Subrata, Vice President (Principal Accounting Officer) 44Exhibit 21.1 Maui Land & Pineapple Company, Inc.—SubsidiariesAs of December 31, 2018 NameState ofIncorporation Percentageof 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 Kapalua Water Company, Ltd.Hawaii 100 Kapalua Waste Treatment Company, Ltd.Hawaii 100 Kapalua Bay Holdings, LLCDelaware 51 Kapalua Bay, LLCDelaware 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 onForm S-3 of our report dated March 1, 2019, relating to the consolidated financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries (which reportexpresses unqualified opinions), appearing in this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. for the years ended December 31, 2018 and2017. /s/ ACCUITY LLP Honolulu, HawaiiMarch 1, 2019 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 statementsmade, 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 financialcondition, 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 ActRules 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 andhave: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure 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 inaccordance 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 theeffectiveness 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 fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theRegistrant’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 theRegistrant’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 likelyto 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 overfinancial reporting. Date: March 1, 2019By:/s/ WARREN H. HARUKI Warren H. HarukiChairman of the Board & Chief Executive OfficerMaui Land & Pineapple Company, Inc. Exhibit 31.2 CERTIFICATION I, Tim T. Esaki, 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 statementsmade, 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 financialcondition, 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 ActRules 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 andhave: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure 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 inaccordance 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 theeffectiveness 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 fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theRegistrant’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 theRegistrant’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 likelyto 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 overfinancial reporting. Date: March 1, 2019By:/s/ TIM T. ESAKI Tim T. EsakiChief Financial OfficerMaui Land & Pineapple Company, Inc. 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, 2018 asfiled with the Securities and Exchange Commission on March 1, 2019 (the “Report”), I, Warren H. Haruki, Chairman of the Board and Chief Executive Officer of theCompany, 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 thebest 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. HarukiChairman of the BoardChief Executive Officer March 1, 2019 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 1350and 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, 2018, asfiled with the Securities and Exchange Commission on March 1, 2019 (the “Report”), I, Tim T. Esaki, 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/ TIM T. ESAKI Tim T. EsakiChief Financial Officer March 1, 2019 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 1350and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

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