Maui Land & Pineapple Co. Inc. Annual Report 2020

Plain-text annual report

Table of ContentsUNITED 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, 2020Or☐ 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:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, without Par ValueMLPNYSE 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 ☒ $75,978,024(Aggregate market value of common stockheld by non-affiliates of the company on June 30, 2020)19,360,082(Number of shares of common stockoutstanding at January 27, 2021) Portions of registrant’s Proxy Statement for registrant’s 2021 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 CAUTIONARY NOTE REGARDING 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 fact 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 Cautionary Note Regarding Forward Looking Statementsi PART I Item 1.Business1Item 1A.Risk Factors4Item 1B.Unresolved Staff Comments10Item 2.Properties10Item 3.Legal Proceedings11Item 4.Mine Safety Disclosures11 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11Item 6.Selected Financial Data11Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item 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 Disclosure38Item 9A.Controls and Procedures38Item 9B.Other Information38 PART III Item 10.Directors, Executive Officers and Corporate Governance39Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters39Item 13.Certain Relationships and Related Transactions, and Director Independence39Item 14.Principal Accountant Fees and Services39 PART IV Item 15.Exhibits, Financial Statement Schedules39 SIGNATURES41 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 subsidiaries. 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 commercial, agricultural and industrial land and property leases, licensing of our registered trademarks andtrade names, management of potable and non-potable water systems in West and Upcountry Maui, and stewardship and conservation efforts. • 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 10 to our financial statements set forth in Item 8 of this annual report. Recent Developments COVID-19 Global Pandemic. In early 2020, the COVID-19 pandemic spread globally, threatening the State of Hawaii and severely impacting the geographicregions where travelers to the State of Hawaii reside. In response to the pandemic, many federal, state, local, and foreign governments have put in place, and others in the future may put in place, travel restrictions,“shelter-in-place” orders, and similar government orders and restrictions in an attempt to control the spread and mitigate the impact of the disease. Such restrictions ororders have resulted in the mandatory closure of “non-essential” businesses, increased unemployment rates, “social distancing” restrictions, reduced tourist activity,work-from-home policies, and other changes that have led to significant disruptions to businesses and global financial markets. The overall impact of the pandemic onour business and future results of operations is highly uncertain and subject to change, and we are not able to accurately predict the magnitude or scope of suchimpacts at this time. We have experienced a number of material impacts resulting from the COVID-19 pandemic during the year ended December 31, 2020, and have taken certainprecautionary measures intended to help minimize the risk to our business, employees, customers, and the communities in which we operate. Refer to Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” withinthis annual report for further information on the impacts to our business and results of operations and associated risks and uncertainties. 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 in acres as of December 31, 2020: 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 Revenues from our Real Estate segment totaled $0.8 million, or approximately 10% of our total operating revenues for the year ended December 31, 2020. 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 on Maui that are in various stages of the development process. The following is a summary of our developmentprojects as of December 31, 2020: LocationApproximateNumber ofAcres Zoned forPlanned UseAnticipatedCompletionDatesKapalua Resort 900Yes 2021 - 2039Hali’imaile Town 300No 2029 - 2034 We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of 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 196 condominium and multi-family residential units. State and County land useentitlements have been secured for this project. In February 2020, we entered into an agreement to sell the Kapalua Central Resort project for $43.9 million.The closing of the transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions, including a due diligenceperiod. Due to the State of Hawaii’s COVID-19 restrictions, including those for transpacific travelers, the due diligence period was extended to July 15,2021. The closing date of the sale is expected to be 30 days after the last day of the due diligence period. •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 Brokerage Services – Through the six months ended June 30, 2020, our wholly-owned subsidiary, Kapalua Realty Company, Ltd., providedlicensed, general brokerage services for properties in the Kapalua Resort and surrounding areas. Effective July 1, 2020, we entered into an office lease agreement andlicense agreement with a real estate company to provide general brokerage services to the area. Under terms of the license agreement, monthly royalty fees are collectedfor the use of certain of our trademarks. 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 otherlandowners and developers on the island of Maui, as well as in other parts of Hawaii and the mainland United States. Leasing Our Leasing segment operations include commercial, agricultural and industrial land and property leases, licensing of our registered trademarks and tradenames, sales of potable and non-potable water in West and Upcountry Maui, and stewardship and conservation efforts. Revenues from our Leasing segment totaled $5.9 million, or approximately 79% of our total operating revenues for the year ended December 31, 2020. 2Table of Contents Commercial and Industrial Leases – We are the owner and lessor of approximately 187,000 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, 2020: Total Average Lease Square Occupancy Expiration Footage Percentage Dates Kapalua Resort 60,000 93% 2021 - 2048 Other West Maui 14,000 93% 2024 - 2028 Upcountry Maui 113,000 91% 2021 - 2030 Agricultural Leases – We are the lessor of approximately 6,000 acres of diversified agriculture, renewable energy, eco tours, and activities land leases in Westand 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. Potable and Non-Potable Water Systems – We own and operate several potable water wells, non-potable irrigation water ditches, reservoirs and transmissionsystems serving the Kapalua Resort, the County of Maui, and agricultural users in West and Upcountry Maui. Stewardship and Conservation – We manage the conservation of a 9,000-acre nature and watershed preserve in West Maui. A portion of our stewardship andconservation efforts is subsidized by the State of Hawaii, the County of Maui, and other organizations. Our Leasing segment operations are highly sensitive to economic conditions including tourism and consumer spending levels and faces substantialcompetition from other property owners in Maui and Hawaii. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand forour potable and non-potable water. Resort Amenities Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access 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 $0.8 million, or approximately 11% of our total operating revenues for the year ended December 31, 2020. 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, 2020, we had 17 full-time employees, none of whom are members of a collective bargaining group. In 2020, public health measures and other state and local governmental orders were issued to reduce the exposure to the COVID-19 virus. In response, weestablished appropriate work arrangements for our employees to comply with such orders and maintain our financial reporting systems. A Code of Business Conduct and Ethics applies to all directors and employees. We also utilize an ethics reporting email and voice system which is monitoredby the Audit Committee of the Board of Directors. There were no submissions made through the system in 2020. An executive compensation program is designed and administered by the Compensation Committee of the Board of Directors. The program includes annualand long-term incentive compensation plans for certain of the Company’s executive officers. Payouts are payable in common stock and are based on achievingpredetermined thresholds under various performance measurements. An advisory vote of shareholders is cast annually on the compensation paid to our namedexecutive officers. Available Information Our internet address is www.mauiland.com. Information about the Company is also available on www.kapalua.com. Reference in this annual report to 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. 3Table of Contents 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. 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, and concerns surrounding ongoingdevelopments 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; 4Table of Contents •the relationship of the dollar to foreign currencies; •tax law changes, including limits or potential elimination of the deductibility of certain mortgage interest expenses, real property taxes and employeerelocation expenses; and/or •acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters, including the impacts of the COVID-19 pandemic. 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 withdevelopment projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offsof deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the current economicenvironment, 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 economicor other conditions. The COVID-19 pandemic, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results ofoperations and cash flow. The spread of a highly infectious or contagious disease, such as COVID-19, has caused and could continue to cause severe disruptions in the U.S. economy,which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The COVID-19 pandemic has causedsignificant disruption in business activity and financial markets both globally and in the United States. Many states and localities have imposed limitations oncommercial activity and public gatherings and events, as well as moratoria on evictions. Concern regarding the spread of COVID-19 has caused and is likely to continueto cause quarantines, business shutdowns, reduction in business activity and financial transactions, increased unemployment, restrictions on travel, reduced tourism toMaui, reduced real estate development activity and overall economic and financial market instability, all of which may result a decrease in our business. Such conditionsare likely to exacerbate many of the risks described elsewhere in this section. Therefore, to the extent that economic activity, travel, real estate development and businessconditions generally remain poor or deteriorate further, our business, financial condition, results of operations and cash flows could be materially adversely affected.While we do not expect any adjustments to the closing date or our ability to fulfill any related conditions to the sale of our Kapalua Water Company, Ltd. and KapaluaWaste Treatment Company, Ltd. assets, COVID-19 related government restrictions including public health emergency orders and quarantine rules for transpacifictravelers have extended the due diligence period for the sale of Kapalua Central Resort. If COVID-19 related uncertainties impact the buyers’ determinations during therespective due diligence periods, the sales of these assets may be adversely impacted. Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, 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 worldwide economic uncertainty and weakness, thelevel of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, and events in theairline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect apotential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition and results ofoperations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the threat, or perceived threat,of the spread of contagious diseases, such as the Coronavirus, could negatively affect a potential visitor’s choice of vacation destination or second home location orresult in travel bans that could, as a result, have a material adverse impact on our business, financial condition and results of operations. We have previously been involved in joint ventures and may be subject to risks associated with future joint venture relationships. We have previously been involved in partnerships, joint ventures and other joint business relationships, and may initiate future joint venture projects. A jointventure involves certain risks such as: •our actual or potential lack of voting control over the joint venture; 5Table of Contents •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 fines and assessments such as park fees or affordable housing requirements; •governmental restrictions on the nature or size of a project or timing of completion; and •the potential lack of adequate building/construction capacity for large development projects. If any development project is not completed on time or within budget, this could have a material adverse effect on our financial results. If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected. The financial performance of our Real Estate segment is dependent upon our success in obtaining land use entitlements for proposed development projects.Obtaining all of the necessary entitlements to develop a parcel of land is often difficult, costly and may take several years, or 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. 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. 6Table of Contents 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. 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. 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. 7Table of Contents 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. 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 have implemented internal controls around our treasury function including enhanced payment authorization procedures, verification requirementsfor new vendor set-up and vendor information changes and bolstered outgoing payment notification processes and account reconciliation procedures. While, to date, we are not aware of having experienced a significant security incident or cyber-attack, there can be no assurance that our actions, 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 31,2021 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. 8Table of Contents Interest on our credit facility is calculated at the London Interbank Offered Rate (“LIBOR”) plus 3.50%. In the future, use of LIBOR may be discontinued and wecannot be certain how long LIBOR will continue to be a viable benchmark interest rate. Our credit agreement states that if any law or regulation makes it unlawful forinterest to be calculated using LIBOR, then interest will be calculated based on the bank’s prime rate, which rate may not necessarily be the best or lowest rate chargedby the bank from time to time. Use of the bank’s prime rate could result in increased borrowing costs or volatility in interest rates. 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. 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 2020, the low and high share prices of our common stock ranged from $8.50 to $13.62. 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 January 27, 2021, 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, 2020 was approximately 23,000 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. Our current policy is to retain all funds and any earnings for use in the operationand expansion of our business. The payment of cash dividends by us is restricted by our credit facility which contains covenants prohibiting us from paying any cashdividends without the lender’s prior approval. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur ifour stock price appreciates. 9Table of Contents 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. 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, 2020: 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. In February 2020, we entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the sale is contingent upon, amongother things, the satisfaction of certain customary closing conditions, including a due diligence period. Due to the State of Hawaii’s COVID-19 restrictions, includingthose for transpacific travelers, the due diligence period was extended to July 15, 2021. The closing date of the sale is expected to be 30 days after the last day of thedue diligence period. We own our corporate office located in the Kapalua Resort. We believe our facilities are suitable and adequate for our business and have sufficient capacityfor the purposes for which they are currently being used or intended to be used. Additional information regarding our real estate properties can be found under theheading “Business” in Item 1 of this annual report. 10Table of Contents Item 3.LEGAL PROCEEDINGS On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged 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 includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become finaland binding – unless a hearing is requested to contest the alleged violations and penalties. The DOH agreed to defer the Order without a hearing date while we continue working on a previously approved corrective action plan to resolve and remediatethe facility’s wastewater effluent issues. The construction of additional leach fields was completed as of December 31, 2020. Additionally, the installation of a surfaceaerator, sludge removal system, and natural pond cover using water plants is currently in progress. No hearing date has been set as discussions with the DOH are stillongoing to address any other matters regarding the Order. 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.” Our ability to declare dividends is restricted by the terms of our credit agreement. We donot intend to pay any cash dividends on our common stock in the foreseeable future. As of January 28, 2021, there were 234 shareholders of record of our commonstock, which do not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearingagencies. Unregistered Sales of Equity Securities None. Repurchases None. Securities Authorized For Issuance Under Equity Compensation Plans The information regarding securities authorized for issuance under our equity compensation plans is set forth in 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. 11Table of Contents 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, 2020 and 2019 CONSOLIDATED Year Ended December 31, 2020 2019 (in thousands except share amounts) Operating revenues $7,540 $10,045 Operating costs and expenses (4,726) (5,443)General and administrative (2,445) (2,254)Share-based compensation (1,632) (1,732)Depreciation (1,289) (1,412)Operating loss (2,552) (796)Other income 894 - Pension and other postretirement expenses (475) (1,016)Interest expense (134) (198)Income tax expense - (4,999)Loss from Continuing Operations (2,267) (7,009)Loss from Discontinued Operations (337) (3,357)Net Loss $(2,604) $(10,366) Loss from Continuing Operations per Common Share $(0.12) $(0.37)Loss from Discontinuing Operations per Common Share $(0.02) $(0.17)Net Loss per Common Share $(0.14) $(0.54) REAL ESTATE Year Ended December 31, 2020 2019 (in thousands) Operating revenues $772 $915 Operating costs and expenses (600) (1,185)Operating income (loss) $172 $(270) Real estate operating revenues include the sales of real estate inventory and sales commissions from resales of properties by our wholly-owned subsidiary,Kapalua Realty Company, Ltd. During the six months ended June 30, 2020, Kapalua Realty Company, Ltd., provided licensed, general brokerage services for properties in the Kapalua Resortand surrounding areas. Effective July 1, 2020, we entered into an office lease agreement and license agreement with a real estate company to provide general brokerageservices to the area. Under terms of the license agreement, monthly royalty fees are received for the use of certain of our trademarks. Sales commissions of $0.2 million and $0.9 million were earned during the years ended December 31, 2020 and 2019, respectively. A corresponding decrease incommissions paid resulted in lower operating costs and expenses. In addition, legal defense costs related primarily to the project formerly known as The Ritz-CarltonClub and Residences, Kapalua Bay were incurred in 2019. In December 2020, a 5.1 acre, agricultural zoned parcel in West Maui was sold for $0.6 million to the County of Maui for expanded storage capacity of itsrecycled water system. Real estate development expenditures were $0.4 million and $0.3 million in 2020 and 2019, respectively. 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. Following the closing of the diligence period, among the satisfaction of other contingencies. 12Table of Contents LEASING Year Ended December 31, 2020 2019 (in thousands) Operating revenues $5,948 $8,148 Operating costs and expenses (2,933) (3,228)Operating income $3,015 $4,920 Leasing operating revenues for the year ended December 31, 2020 were comprised of $4.3 million of revenues from commercial, agricultural, and industrialleases, $0.5 million of licensing fees from our registered trademarks and trade names, and $1.1 million of revenue from potable and non-potable water system sales. Thiscompares to $6.0 million of revenues from commercial, agricultural, and industrial leases, $0.9 million of licensing fees from our registered trademarks and trade names,and $1.2 million of revenue from potable and non-potable water system sales for the year ended December 31, 2019. The decrease in operating revenues was primarily due to lower percentage rental income from our commercial leasing portfolio. The impact of COVID-19 ontenants’ sales activity resulted in lower percentage rental income recognized in 2020. Continued restrictions on public gatherings, such as stay-at-home orders, and thethreat of COVID-19 or other infectious disease has and will likely have an adverse effect on our tenants’ ability to pay rent. Rent abatements of $0.4 million were grantedto tenants during 2020. Additional reserves of $185,000 were also recorded to increase our allowance for doubtful accounts to $220,000 as of December 31, 2020. The decrease in leasing operating costs and expenses for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily dueto lower repairs and maintenance costs for our commercial leasing portfolio properties. In addition, expenses related to the repair of non-potable irrigation ditch andtransmission systems damaged from Tropical Storm Olivia in October 2018 were reduced by insurance reimbursements of $0.2 million in 2020. Our leasing operations face substantial competition from other property owners in Maui and Hawaii. RESORT AMENITIES Year Ended December 31, 2020 2019 (in thousands) Operating revenues $820 $982 Operating costs and expenses (1,193) (1,030)Operating loss $(373) $(48) 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, a private pool-side dining beach club, and two 18-holechampionship golf courses. The Kapalua Club does not own or operate any resort amenities and the member dues collected are primarily used to pay contracted fees toprovide access for its members to the spa, beach club and other resort amenities. In March 2020, access to certain facilities and amenities was restricted due to regulations related to COVID-19. The decrease in operating revenues for the yearended December 31, 2020 compared to the year ended December 31, 2019 was due to a partial refund of member dues as a result of these restrictions. Contracted feeexpense correspondingly decreased in 2020. Member dues may be affected in future periods depending on the impact of COVID-19 on public health measures andregulations. The increase in operating costs and expenses for the year ended December 31, 2020 compared to the year ended December 31, 2019 was due to the closure ofthe Kapalua Plantation Golf Course for renovations from February to December 2019 and an increase in contracted golf course fees charged to the Company in the firstquarter of 2020. OTHER INCOME The Company held a 51% ownership interest in Kapalua Bay Holdings, LLC (“KBH”). In 2009, the investment was written down to zero. In May 2020, as partof the dissolution of KBH, we received $0.9 million as a return of cash collateral related to an owner controlled insurance program. INTEREST EXPENSE Interest expense was approximately $0.1 million and $0.2 million in 2020 and 2019, respectively. Our average interest rate on borrowings was 4.12% for 2020,compared to 5.77% for 2019, and average borrowings were $0.3 million in 2020 compared to $1.8 million in 2019. 13Table of Contents INCOME TAXES In December 2017, The Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law. The TCJA 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 foreigntax credits to reduce our U.S. income tax liability; and (9) further restricting the deductibility of certain executive compensation and fringe benefits. In accordance with TCJA, $91.3 million of AMT NOL carry forwards were eliminated and $5.0 million of income tax benefit recognized from its unused AMTcredit carry forwards in 2018. We subsequently received notices in 2019 and 2020 that refunds have been applied by the U.S. Department of the Treasury toward a “Non-Tax Federal Debt.” We believe these refunds were misapplied in error and intend to pursue collection of the amount; however, the entire $5.0 million income tax benefitfrom its unused AMT credit carry forwards has been written off against the valuation allowance in 2020 until further clarification on this matter is received. DISCONTINUED OPERATIONS In December 2019, we entered into an Asset Purchase Agreement to sell the assets of Kapalua Water Company, Ltd. (“KWC”) and Kapalua Waste TreatmentCompany, Ltd. (“KWT”) located in the Kapalua Resort for a purchase price of approximately $4.3 million, including a Capital Expenditures Adjustment, as defined in theagreement, to be determined at closing. The sale is subject to certain closing conditions, including completion of due diligence and approval by the Hawaii PublicUtilities Commission (“PUC”). As part of the agreement, the purchaser commits to serve the future expansion areas of Kapalua as they are developed. Furthermore, weagree to deliver water from our wells and ditches to certain delivery points at defined rates over an initial period of 20 years from the date of closing. Under terms of the agreement, the purchase price will not include approximately $3.6 million of water system infrastructure and other related assets conveyed tous by the owner of a 125-acre portion of the Kapalua Mauka project. Accordingly, upon classification of the KWC and KWT assets as held for sale at December 31,2019, these assets were written-down to its fair value and included as part of our discontinued operations for the years ended December 31, 2020 and 2019. IMPACT OF COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. In response to the pandemic, many federal, state, local, andforeign governments have put in place, and others in the future may put in place, travel restrictions, “shelter-in-place” orders, and similar government orders andrestrictions in an attempt to control the spread and mitigate the impact of the disease. Such restrictions or orders have resulted in the mandatory closure of “non-essential” businesses, increased unemployment rates, “social distancing” restrictions, reduced tourist activity, work-from-home policies, and other changes that haveled to significant disruptions to businesses and global financial markets. The overall impact of the pandemic on our business and future results of operations is highlyuncertain and subject to change, and we are not able to accurately predict the magnitude or scope of such impacts at this time. In the State of Hawaii, the Governor issued “stay-at-home” orders for its residents and visitors beginning in March 2020, followed by subsequent “safer-at-home” and “act with care” proclamations. In addition, the Governor issued emergency proclamations ordering all transpacific passengers to a mandatory 14-day self-quarantine. Quarantine, travel restrictions and other public health measures to reduce the spread of COVID-19 continue to have an adverse impact on most businessesin the State of Hawaii, including our own. According to visitor statistics from the Hawaii Tourism Authority, passenger volume to Maui County for the years endedDecember 31, 2020 and 2019 was 611,799 and 2,246,523, respectively, a decrease of 73%. In its fourth quarter report, the State of Hawaii’s Department of Business,Economic Development & Tourism (“DBEDT”) projected Hawaii’s economic growth rate, as measured by the real gross domestic product, declined by 11.2% in 2020. Beginning in October 2020, travelers to the State of Hawaii may avoid the quarantine rules under a pre-travel testing program if proof of a negative result from avalid COVID-19 Nucleic Acid Amplification Test is presented. DBEDT projects visitor arrivals to Hawaii will increase to 6.2 million in 2021, 7.7 million in 2022, and 8.8million in 2023 resulting in visitor spending increases of 105.6% in 2021, 27.2% in 2022, and 14.1% in 2023. The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. However, should the existence of theCOVID-19 pandemic continue for an extended period, our future business operations, including the results of operations, cash flows and financial position will besignificantly affected. We continue to monitor the economic impact of the COVID-19 pandemic, as well as mitigating emergency assistance programs, such as theCoronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Consolidated Appropriations Act of 2021 (“CAA”), on us, our customers, and our vendors.Appropriate remote work arrangements have been established for our employees in order to maintain our financial reporting systems. 14Table of Contents LIQUIDITY AND CAPITAL RESOURCES Liquidity We had cash on hand of $0.9 million and $0.7 million as of December 31, 2020 and 2019, respectively. We also had $14.8 million and $14.0 million of availablecredit under a $15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”) as of December 31, 2020 and 2019, respectively. The Credit Facility matures on December 31, 2021. Interest on borrowings is calculated at LIBOR plus 3.50%. We have pledged our 800-acre Kapalua Maukaproject and approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of anycollateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are nocommitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary 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, 2020, we were in compliance with the covenants under the Credit Facility. Cash Flows Net cash flow provided by our operating activities totaled $2.2 million for the year ended December 31, 2020. Interest payments on our long-term debt totaled$21,000 for the year ended December 31, 2020. Minimum funding contributions of $0.6 million were made to our defined benefit pension plan in January 2021. We are not required to make any additionalcontributions in 2021. 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 ourreal estate assets at acceptable prices in condensed timeframes. Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting ourflexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our accounting policies are described in “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. 15Table of Contents •Deferred development costs, principally predevelopment costs and offsite development costs related to various projects in the planning stages by our realestate segment, totaled $8.9 million at December 31, 2020. 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 operations and comprehensive loss. 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 operations andcomprehensive loss. •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. •Management calculates the income tax provision, current and deferred income taxes, and tax credits along with the valuation allowance based uponvarious complex estimates and interpretations of income tax laws and regulations. Deferred tax assets and tax credits are reduced by a valuation allowanceto the extent that it is more likely than not that they will not be realized. To the extent we begin to generate taxable income in future years, and it isdetermined the valuation allowance is no longer required, the tax benefit for the remaining deferred tax assets and tax credits will be recognized at suchtime. A detailed discussion of our income taxes is contained in 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 12 to our financial statements set forth in Item 8 of this annual report. 16Table of Contents 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, 2020, 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 2020, we are not required to provide the informationrequired by 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. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries (the “Company”) as of December 31,2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years inthe two-year period ended December 31, 2020 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results oftheir operations and their cash flows for each of the years in the two-year period ended December 31, 2020 in conformity with accounting principles generally acceptedin the United States of America. Basis for Opinion The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control overfinancial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, weexpress no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated orrequired to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and(2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on theconsolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical auditmatters or on the accounts or disclosures to which they relate. Revenue Recognition Description of the Matter The Company has multiple revenue streams including real estate sales, leasing and licensing arrangements, and resort amenities which are recognized upon transfer ofgoods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Significant judgment is exercised by Company management in determining revenue recognition for these customer agreements, and may include the following: ●Determination of whether agreements entered into by the Company are contracts with a customer that would be assessed under Topic 606, Revenue fromContracts with Customers, or lease contracts that would be assessed under Topic 842, Leases. ●Determination of whether there is a single or multiple, distinct performance obligation for goods or services to be provided. ●The pattern of delivery for each performance obligation. ●Identification and treatment of contract terms that may impact the timing and amount of revenue recognized. ●Determination of stand-alone selling prices for each distinct performance obligation and for goods and services that are not sold separately. 18Table of Contents Given the factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer and lease agreements wasextensive and involved subjective estimation and complex auditor judgment. How We Addressed the Matter in Our AuditOur audit procedures over revenue recognition and disclosures included the following: ●We obtained an understanding, evaluated the design and implementation of internal controls that address the risks of material misstatement relating to revenuerecognized for various revenue streams, including for unique transactions. ●We evaluated management’s significant accounting policies related to these customer agreements for reasonableness. ●For significant agreements, we obtained and read the agreements, and evaluated Company management’s assumptions used to identify appropriate contractswith customers, identify performance obligations and stand-alone prices for each distinct performance obligation, identify unique contract terms that mayimpact the timing and amount of revenue recognized, identify the pattern of delivery, and appropriateness of management’s application of accounting policies inaccordance with Topics 606 and 842. Commitments and Contingencies Description of the Matter The Company is party to claims that arise in the normal course of business. Contingent liabilities are recorded in the financial statements when management determinesit is probable that a liability has been incurred and the amount can be reasonably estimated. This determination requires significant judgment by management.In assessing whether the Company should accrue a liability in its consolidated financial statements as a result of the claims, the Company considered various factors,including the legal and factual circumstances of the claims and advisement from legal counsel. As discussed in Note 12 to the consolidated financial statements, theCompany’s management concluded that it was unable to estimate an amount or range of amounts, of any probable liability, if any, related to the claims. We identified these potential contingent liabilities and disclosures as a critical audit matter because evaluating the likelihood of potential outcomes involves significantjudgment by management. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate theCompany’s assertion that a loss is not probable and reasonably estimable as of December 31, 2020. How We Addressed the Matter in Our AuditOur audit procedures related to the potential contingent liabilities and disclosures included the following: ●We obtained an understanding, evaluated the design and implementation of internal controls that address the risks of material misstatement relating tomanagement’s review of the claims and approval of the accounting treatment based on the most recent facts and circumstances. ●We obtained and evaluated legal confirmations from the Company’s external legal counsel involved in the claims confirming the facts and circumstances of theclaims and to understand the basis for the management’s conclusion that any losses from the claims are not probable and reasonably estimable as of December31, 2020. ●We evaluated the accuracy and completeness of management’s disclosures in the consolidated financial statements by comparing the disclosures to themanagement’s internal analysis of the claims and known facts of the claims based on the information provided by the Company’s external legal counsel. /s/ ACCUITY LLP We have served as the Company’s auditor since 2014. Honolulu, HawaiiFebruary 26, 2021 19Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 2019 (in thousands except share data) ASSETS CURRENT ASSETS Cash $869 $683 Accounts receivable, net 1,362 1,173 Prepaid expenses and other assets 80 101 Assets held for sale 7,440 7,597 Total Current Assets 9,751 9,554 PROPERTY & EQUIPMENT Land 5,072 5,073 Land improvements 12,943 13,153 Buildings 23,465 23,439 Machinery and equipment 10,476 10,495 Construction in progress - 4 Total Property & Equipment 51,956 52,164 Less accumulated depreciation 33,445 32,445 Property, net 18,511 19,719 OTHER ASSETS Deferred development costs 8,901 8,504 Other noncurrent assets 1,307 1,342 Total Other Assets 10,208 9,846 TOTAL ASSETS $38,470 $39,119 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $899 $1,356 Payroll and employee benefits 970 928 Long-term debt, current portion 200 - Accrued retirement benefits, current portion 165 165 Deferred revenue, current portion 260 - Other current liabilities 453 503 Total Current Liabilities 2,947 2,952 LONG-TERM LIABILITIES Long-term debt - 1,035 Accrued retirement benefits 10,926 9,702 Deferred revenue 1,767 - Deposits 2,680 2,674 Other noncurrent liabilities 83 64 Total Long-Term Liabilities 15,456 13,475 COMMITMENTS & CONTINGENCIES (Note 12) STOCKHOLDERS' EQUITY Common stock--no par value, 43,000,000 shares authorized; 19,311,528 and 19,238,081 shares issued andoutstanding 81,485 80,606 Additional paid in capital 9,184 9,184 Accumulated deficit (48,904) (46,300)Accumulated other comprehensive loss (21,698) (20,798)Total Stockholders' Equity 20,067 22,692 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $38,470 $39,119 See Notes to Consolidated Financial Statements 20Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS Years Ended December 31, 2020 2019 (in thousands except per share amounts) OPERATING REVENUES Real estate $772 $915 Leasing 5,948 8,148 Resort amenities and other 820 982 Total Operating Revenues 7,540 10,045 OPERATING COSTS AND EXPENSES Real estate 600 1,185 Leasing 2,933 3,228 Resort amenities and other 1,193 1,030 General and administrative 2,445 2,254 Share-based compensation 1,632 1,732 Depreciation 1,289 1,412 Total Operating Costs and Expenses 10,092 10,841 OPERATING LOSS (2,552) (796)Other income 894 - Pension and other post-retirement expenses (475) (1,016)Interest expense (134) (198)Income tax expense - (4,999)LOSS FROM CONTINUING OPERATIONS (2,267) (7,009)Loss from discontinued operations, net of income taxes of $0 (337) (3,357)NET LOSS (2,604) (10,366)Pension, net of income taxes of $0 (900) 1,006 TOTAL COMPREHENSIVE LOSS $(3,504) $(9,360) LOSS PER COMMON SHARE--BASIC AND DILUTED Continuing Operations $(0.12) $(0.37)Discontinued Operations $(0.02) $(0.17)Net Loss $(0.14) $(0.54) See Notes to Consolidated Financial Statements 21Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2020 and 2019 (in thousands) Accumulated Additional Other Common Stock Paid in Accumulated Comprehensive Shares Amount Capital Deficit Loss Total Balance, January 1, 2019 19,125 $79,411 $9,246 $(35,934) $(21,804) $30,919 Share-based compensation expense 705 705 Issuance of shares for incentive plan 77 951 951 Vested restricted stock issued 66 705 (705) - Shares canceled to pay tax liability (55) (653) (653)Stock options exercised 25 192 (62) 130 Other comprehensive income-pension 1,006 1,006 Net loss (10,366) (10,366)Balance, December 31, 2019 19,238 $80,606 $9,184 $(46,300) $(20,798) $22,692 Share-based compensation expense 676 676 Issuance of shares for incentive plan 68 865 865 Vested restricted stock issued 60 676 (676) - Shares canceled to pay tax liability (54) (662) (662)Other comprehensive loss-pension (900) (900)Net loss (2,604) (2,604)Balance, December 31, 2020 19,312 $81,485 $9,184 $(48,904) $(21,698) $20,067 See Notes to Consolidated Financial Statements 22Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2020 2019 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers and other receipts $12,684 $16,834 Cash paid to vendors (8,773) (13,523)Cash paid for payroll and taxes (1,690) (1,433)Cash paid for interest (21) (106)NET CASH PROVIDED BY OPERATING ACTIVITIES 2,200 1,772 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property (81) (712)Payments for other assets (436) (278)NET CASH USED IN INVESTING ACTIVITIES (517) (990) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 1,397 1,500 Payments of long-term debt (2,232) (1,700)Debt and common stock issuance costs and other (662) (653)Stock options exercised - 130 NET CASH USED IN FINANCING ACTIVITIES (1,497) (723) NET INCREASE IN CASH 186 59 CASH AT BEGINNING OF YEAR 683 624 CASH AT END OF YEAR $869 $683 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Net loss $(2,604) $(10,366)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 1,402 1,496 Bad debt provision 199 13 Share-based compensation 676 705 Impairment charges 196 3,643 Disposal of property - 55 Changes in operating assets and liabilities: Accounts receivable (388) (197)Retirement liabilities 324 837 Accounts payable (457) (668)Income taxes receivable - 2,499 Other operating assets and liabilities 2,852 3,755 NET CASH PROVIDED BY OPERATING ACTIVITIES $2,200 $1,772 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: •Common stock issued to certain members of the Company’s management totaled $865,000 and $951,000 in 2020 and 2019, respectively. See Notes to Consolidated Financial Statements. 23Table of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2020 and 2019 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Maui Land & Pineapple Company, Inc. is a Hawaii corporation consisting of a landholding and operating parent company, its principal subsidiary, KapaluaLand Company, Ltd. and certain other subsidiaries. The Company owns approximately 23,000 acres of land on the island of Maui, Hawaii and develops, sells, andmanages residential, resort, commercial, agricultural and industrial real estate through the following business segments: • Real Estate operations consist of land planning and entitlement, development and sales activities. This segment also includes the operations ofKapalua Realty Company, Ltd., a general brokerage real estate company located in the Kapalua Resort. • Leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names,and management of potable and non-potable water delivery systems in West and Upcountry Maui, including stewardship and conservation efforts. • Resort Amenities include the management of operations of the Kapalua Club, a private, non-equity club membership program providing specialprograms, access and other privileges at certain amenities at the Kapalua Resort. BASIS OF ACCOUNTING AND CONSOLIDATION The accompanying consolidated financial statements of the Company are presented in conformity with generally accepted accounting principles in the UnitedStates (“GAAP”) as codified by the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Maui Land &Pineapple Company, Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated inconsolidation. COMPREHENSIVE LOSS Comprehensive loss includes all changes in stockholders’ equity, except those resulting from capital stock transactions. Comprehensive losses includeadjustments to the Company’s defined benefit pension plan obligations. ACCOUNTS RECEIVABLE AND 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 consolidated financialcondition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness and no collateral is generally required fromcustomers. 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. Impairment losses of $0.2million and $3.6 million were recorded in 2020 and 2019, respectively. 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 of deferred development costs in 2020 or 2019. PROPERTY & EQUIPMENT 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 consolidated financial condition or its future operating results could be materially impacted. ACCRUED RETIREMENT BENEFITS The Company’s policy is to fund retirement benefit costs at a level at least equal to the minimum funding requirements 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 the consolidated balance sheet and changes in the fundedstatus of the plan is recorded in the year in which the changes occur, through comprehensive income. A pension asset or liability is recognized for the differencebetween the fair value 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 The Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which theCompany expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should berecognized at a point in time or over time, based on when control of goods and services transfers to a customer. Operating results pertaining to the Company’s businesssegments are summarized in Note 10 to the consolidated financial statements. 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 consolidated financial statements. The Company’s revenue streams for theperiod were generated as ordinary output activities to customers as defined by the guidance and were properly classified as revenues. The Company uses the five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract withthe customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it isprobable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognizerevenue when (or as) the Company satisfies the performance obligation. For each contract that involves variable consideration, the transaction price of the contract is considered the most likely outcome in estimating possibleconsideration amounts. The information used to determine the transaction price is similar to the information used in establishing prices of goods or services. The Company 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 forthe arrangement as a principal or agent. Principal arrangements, where the Company controls the goods or services provided, will result in the recognition of the grossamount of consideration expected in the exchange. Agent arrangements, where the Company simply arranges but does not control the goods or services beingtransferred to the customer, will result in the recognition of the net amount the Company is entitled to retain in the exchange. Revenues from the Company’s real estate segment consist of sales of real estate and commission income from providing brokerage services. Revenues fromsales of real estate are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured, performance obligations havebeen performed and risks of ownership have passed to the buyer. Commission income is recognized upon settlement of a real estate transaction. 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 operations and comprehensive loss. 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 ofoperations and comprehensive loss. 25Table of Contents Leasing revenues are recognized on a straight-line basis over the terms of the leases. Lease income may include certain percentage rents determined inaccordance with the terms of the leases. Lease income arising from rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognizedonly after the defined sales thresholds are achieved. Reimbursements received for real estate taxes, general excise taxes, insurance and common area maintenanceexpenses are recognized as revenue as provided in the underlying lease terms. Revenue from resort amenities consist of annual dues received from the Kapalua Club membership program. Member services include access, special programs,and other privileges at certain of the amenities at the Kapalua Resort. Annual membership dues are recognized on a straight-line basis over one year. Performanceobligations for services are satisfied by relying on information received from the Company’s employees and vendors who have rendered services in accordance with theterms and conditions of the membership program. Other revenues included in discontinued operations are recognized when delivery has occurred or services have been rendered, the sales price is fixed ordeterminable, and collectability is reasonably assured. As discussed in Note 9 to the consolidated financial statements, revenue from discontinued operations includeservices provided by the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. previously reflected in a Utilities segment in prior periods. The Company estimates credit losses on accounts receivable from customers by considering relevant information (past, current, and future) in assessing thecollectability of cash flows. The expected credit losses of the Company’s accounts receivable are summarized in Note 11 to the consolidated financial statements. Economic factors affecting the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows are identified as Risks and Uncertainties inthis Note 1. OPERATING COSTS AND EXPENSES Real estate, leasing, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and other post-retirement expenses. INCOME TAXES The Company accounts for uncertain tax positions using a recognition threshold and measurement attribute for the financial statement recognition andmeasurement of a tax position taken or expected to 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 operations and comprehensive loss and such amounts are included in income taxes payable on the Company’s consolidated balance sheets. 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 consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is estimatedand considered in the amount recognized. USE OF ESTIMATES AND RECLASSIFICATIONS The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reportedamounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates. Certain amounts in the December 31, 2019consolidated financial statements were reclassified to conform to the December 31, 2020 presentation. Such amounts had no impact on the net loss or comprehensiveloss previously reported. 26Table of Contents 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, 2020 and December 31, 2019, the Company had deposits in excess ofthe FDIC limit. No losses have been accrued to date. 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 and concerns surrounding ongoing developments in the European Union, Middle East, and Asia; thegeneral availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risksrelated to the Company’s investments in real property, the value and salability of which could be impacted by the economic factors discussed above or other factors; thepopularity of Maui in particular and Hawaii in general as a vacation destination or second-home market; increased energy costs, including fuel costs, which affecttourism on Maui and Hawaii generally; untimely completion of land development projects within forecasted time and budget expectations; inability to obtain land useentitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by state and local governmental agencies; impact of governmental fines andassessments; the cyclical market demand for luxury real estate on Maui and in Hawaii generally; increased competition from other luxury real estate developers on Mauiand in Hawaii generally; failure of future joint venture partners to perform in accordance with their contractual agreements; environmental regulations; acts of God, suchas tsunamis, hurricanes, earthquakes and other natural disasters; the spread of contagious diseases, such as the Coronavirus; the Company’s location apart from themainland United States, which results in the Company’s financial performance being more sensitive to the aforementioned economic risks; failure to comply withrestrictive financial covenants in the Company’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flow requirements. LEGAL CONTINGENCIES The Company is party 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 12 to the consolidated financial statements for further information regarding the Company’s legal proceedings. NEW ACCOUNTING STANDARDS ADOPTED In August 2018, the FASB issued ASU 2018-13 related to fair value measurement disclosures. This ASU removes the requirement to disclose the amount ofand reasons for transfers between Levels 1 and 2 of the fair value hierarchy, the policy for determining that a transfer has occurred, and valuation processes for Level 3fair value measurements. Additionally, this ASU modifies the disclosures related to the measurement uncertainty for recurring Level 3 fair value measurements (byremoving the requirement to disclose sensitivity to future changes) and the timing of liquidation of investee assets (by removing the timing requirements in certaininstances). The guidance also requires new disclosures for Level 3 financial assets and liabilities, including the amount and location of unrealized gains and lossesrecognized in other comprehensive income/(loss) and additional information related to significant unobservable inputs used in determining Level 3 fair valuemeasurements. This ASU was effective beginning in 2020 and did not have a significant impact on the Company’s consolidated financial statements and relateddisclosures. In August 2018, the FASB issued ASU 2018-14 which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pensionand 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 was effective for annual reporting periods ending after December 15, 2020, with early adoptionpermitted. These disclosure requirements are reflected in Note 6 to the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 related to accounting for implementation costs incurred in hosted cloud computing service arrangements. Underthe new guidance, implementation costs incurred in a hosting arrangement that is a service contract should be expensed or capitalized based on the nature of the costsand the project stage during which such costs are incurred. If the implementation costs qualify for capitalization, they must be amortized over the term of the hostingarrangement and assessed for impairment. Companies must disclose the nature of any hosted cloud computing service arrangements. This ASU also provides guidancefor balance sheet and income statement presentation of capitalized implementation costs and statement of cash flows presentation for the related payments. The ASUwas effective beginning in the first quarter of 2020 and did not have a significant impact on the Company’s consolidated financial statements and related disclosures. ACCOUNTING STANDARDS NOT YET ADOPTED In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU apples to financialassets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet exposures, such as loan commitments. This ASU requires consideration of a broader range of reasonable and supportable information to explain creditloss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) inthe period of adoption. ASU 2019-10 was subsequently issued delaying the effective date to the first quarter of 2023. The Company is in the process of assessing theimpact of the ASU on its consolidated financial statements. 27Table of Contents In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC Topic 740, Income Taxes. This guidance removes certain exceptions relatedto the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outsidebasis differences. The guidance also clarifies and simplifies other areas of ASC Topic 740. This ASU will be effective beginning in the first quarter of 2021. Earlyadoption is permitted. Certain adjustments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, andcertain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(accumulated deficit) in the period ofadoption. The Company is currently evaluating the impact of the ASU on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04 as an update to provide optional guidance to ease the potential burden in accounting for (or recognizing theeffects of) reference rate reform (ASC Topic 848) on financial reporting. The amendments in the ASU are elective and apply to all entities, subject to meeting certaincriteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because ofreference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected byreference rate reform if certain criteria are met. The ASU is effective through December 31, 2022. Management is evaluating its impact on the Company’s consolidatedfinancial statements and related disclosures, if elected. LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss percommon share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares thatwould 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, 2020 2019 Basic and diluted 19,282,157 19,201,663 Potentially dilutive - 7,678 On March 6, 2019, the Company’s Chairman & Chief Executive Officer exercised a non-qualified stock option to acquire 25,000 shares of the Company’s stock atan exercise price of $5.20 per share. The stock option was granted on March 9, 2009 and vested 20% annually beginning March 9, 2010 through March 9, 2014. The stockoption had an expiration date of March 9, 2019. 2.ASSETS HELD FOR SALE At December 31, 2020 and 2019 assets held for sale consisted of the following: 2020 2019 (in thousands) Kapalua Resort, 46- acre Kapalua Central Resort project $2,978 $2,938 Kapalua Resort, Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets 4,306 4,503 Upcountry Maui, 630-acre parcel of agricultural land 156 156 $7,440 $7,597 None of the above assets held for sale have been pledged as collateral under the Company’s credit facility. 28Table of Contents In February 2020, the Company entered into an agreement to sell the Kapalua Central Resort project for $43.9 million. The closing of the transaction iscontingent upon, among other things, the satisfaction of certain customary closing conditions, including a due diligence period. Due to the State of Hawaii’s COVID-19restrictions, including those for transpacific travelers, the due diligence period was extended to July 15, 2021. The closing date of the sale is expected to be 30 days afterthe last day of the due diligence period. In December 2019, the Company entered into an agreement to sell the Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. assets for apurchase price of approximately $4.3 million, including a Capital Expenditures Adjustment, as defined in the agreement, to be determined at closing. The closing of thetransaction is contingent upon, among other things, the satisfaction of certain customary closing conditions, and approval by the Hawaii Public Utilities Commission(PUC). 3.PROPERTY & EQUIPMENT 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. 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, 2021. Interest on borrowings is at LIBOR plus 3.50%, or 3.65% and 5.19% at December 31, 2020 and December 31,2019, respectively. The Company has pledged its 800-acre Kapalua Mauka project and approximately 30,000 square feet of commercial leased space in the KapaluaResort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanentlyreduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary 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 Credit Facility also contains covenants restricting the payment of cash dividends without the lender’s prior approval. The Company believes that it is in compliance with the covenants under the Credit Facility as of December 31, 2020. 29Table of Contents In March 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law establishing the Paycheck Protection Program (PPP)administered by the United States Small Business Administration (SBA). The PPP authorized up to $349 billion in forgivable loans to small businesses. Loan amounts areforgiven to the extent proceeds are used to cover documented payroll, mortgage interest, rent, and utility costs. Loans have a maturity of 2 years and an interest rate of1.0%. Prepayments may be made without penalty. The Company received loan funding of $0.2 million. In April 2020, the United States Department of the Treasury andthe SBA issued revised guidance related to the PPP. As a result, the Company returned the entire amount of the loan to comply with the subsequent guidance. 5.LEASING ARRANGEMENTS The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through 2048. Inaddition, the Company provides delivery services of potable and non-potable water to West and Upcountry Maui areas. These operating leases generally provide forminimum rents. Leases may also include licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and otherexpenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlyingasset. The impact of COVID-19 on tenants’ sales activity resulted in lower percentage rental income. Rent abatements of $0.4 million were also granted to tenants during2020. Total leasing income for the years ended December 31, 2020 and 2019 were as follows: 2020 2019 (in thousands) Minimum rentals $2,719 $2,863 Percentage rentals 427 1,779 Licensing fees 456 912 Other (primarily common area recoveries) 1,236 1,353 Water system sales 1,110 1,241 $5,948 $8,148 Leased property, net of accumulated depreciation, was $12.7 million and $14.1 million at December 31, 2020 and 2019, respectively. Future minimum rental income during the next five years and thereafter is as follows: (in thousands) 2021 $2,849 2022 $2,215 2023 $1,334 2024 $788 2025 $769 Thereafter $8,847 6.ACCRUED RETIREMENT BENEFITS Accrued Retirement Benefits at December 31, 2020 and 2019 consisted of the following: 2020 2019 (in thousands) Defined benefit pension plans $8,790 $7,658 Non-qualified retirement plans 2,301 2,209 Total 11,091 9,867 Less current portion (165) (165)Non-current portion of accrued retirement benefits $10,926 $9,702 30Table of Contents The Company had two defined benefit pension plans which covered 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 merged the two defined benefit pension plans to streamline theadministration of the frozen plan in 2018. The Company also has unfunded non-qualified retirement plans covering nine of its former employees. The non-qualifiedretirement plans were frozen in 2009 and future vesting of additional benefits was discontinued. 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 2020and 2019, and the funded status of the plans and assumptions used to determine benefit information at December 31, 2020 and 2019 were as follows: 2020 2019 (in thousands) Change in benefit obligations: Benefit obligations at beginning of year $54,128 $ 51,306 Interest cost 1,633 2,096 Actuarial loss 3,588 4,706 Benefits paid (4,694) (3,980) Benefit obligations at end of year 54,655 54,128 Change in plan assets: Fair value of plan assets at beginning of year 44,284 41,290 Actual return on plan assets 3,869 6,814 Employer contributions 128 160 Benefits paid (4,694) (3,980) Fair value of plan assets at end of year 43,587 44,284 Funded status $(11,068) $ (9,844)Accumulated benefit obligations $54,655 $ 54,128 Weighted average assumptions to determine benefit obligations: Discount rate 2.28-2.35% 3.10-3.14% Expected long-term return on plan assets 4.50% 4.75% Rate of compensation increase n/a n/a Accumulated other comprehensive loss of $21.7 and $20.8 million at December 31, 2020 and 2019, respectively, represent the net actuarial loss which has not yetbeen recognized as a component of pension expense. In 2021, $0.9 million of net actuarial loss is expected to be recognized as a component of net pension expense. Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows: 2020 2019 (in thousands) Pension and other benefits: Interest cost $1,633 $2,096 Expected return on plan assets (2,020) (1,965)Recognized net actuarial loss 839 865 Pension expense $452 $996 Other changes in plan assets and benefit obligations recognized in comprehensive income: Net loss (gain) $1,739 $(141)Amortization of recognized gain (839) (865)Total recognized loss (gain) in comprehensive loss $900 $(1,006) 31Table of Contents Weighted average assumptions used to determine net periodic benefit cost: 2020 2019 Discount rate 3.10-3.14% 4.28% Expected long-term return on plan assets 4.75% 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. At December 31, 2020, the plan held shares of various Aon Collective Investment Trust (“ACIT”) funds offered through an offering statement. The fair valuesof the Company’s pension plan assets by category were as follows: 2020 Fair Value Measurements(in thousands) Quoted Prices inActive MarketsforIdentical Assets(Level 1) Significant OtherObservableInputs(Level 2) Measured atNAV as apracticalexpedient Total ACIT equity funds $- $9,406 1,152 $10,558 ACIT fixed income funds - 29,958 2,108 32,066 Cash management funds - 963 - 963 $- $40,327 3,260 $43,587 At December 31, 2019, the plan held units of various Aon Hewitt Group Trust (“AHGT”) funds offered through a private placement. The fair values of theCompany’s pension plan assets by category were as follows: 2019 Fair Value Measurements(in thousands) Quoted Prices inActive MarketsforIdentical Assets(Level 1) Significant OtherObservable Inputs(Level 2) Total AHGT equity funds $- $12,714 $12,714 AHGT fixed income funds - 30,548 30,548 Cash management funds - 1,022 1,022 $- $44,284 $44,284 Net asset values (“NAV”) of ACIT and AGHT funds included in Level 1 and Level 2 are readily determinable, measured daily and based on the fair value ofeach fund’s underlying investments. Level 1 assets are priced using quotes for trades occurring in active markets for the identical asset. Level 2 assets are priced usingobservable inputs for the asset (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities,credit risks, and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroboratedinputs). Other investments determine NAV on a monthly or quarterly basis and/or have redemption restrictions. NAVs are based on the fair value of each fund’sunderlying investments. For these investments, NAV is used as a practical expedient to estimate fair value and are not categorized in the fair value hierarchy.Redemptions may be requested at the fund’s NAV under the notification requirements of each fund. An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plan. 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): 2021 $3,992 2022 $3,878 2023 $3,767 2024 $3,660 2025 $3,556 2026-2030 $16,065 The Company made a minimum required contribution of $0.6 million to its pension plan in January 2021. The CARES Act included limited funding reliefprovisions for single employer defined benefit plans allowing the deferral of required contributions that would otherwise be due in 2020. 32Table of Contents 7.SHARE-BASED COMPENSATION The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted underthe Company’s 2017 Equity and Incentive Award Plan (Equity Plan). Share-based compensation is valued based on the average of the high and low share price on thedate of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of theEquity Plan. Restricted shares issued under the Equity Plan vest quarterly and have voting and regular dividend rights but cannot be disposed of until such time as theyare vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company. Share-based compensation is determined and awarded annually to certain of the Company’s officers and management based on their achievement of certainpredefined performance goals and objectives under the Equity Plan. Such share-based compensation is comprised of an annual incentive paid in shares of commonstock and a long-term incentive paid in restricted shares vesting quarterly over a period of three years. Share-based compensation totaled $1.6 million and $1.7 million for the years ended December 31, 2020 and 2019, respectively. Included in these amounts wereapproximately $0.7 million of restricted shares of common stock which vested in both 2020 and 2019. 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. In accordance with the TCJA, the Company eliminated $91.3 million of AMTNOL carry forwards in 2018 and recognized $5.0 million of income tax benefit from its unused AMT credit carry forwards. The Company received subsequent noticesthat refunds were applied by the U.S. Department of the Treasury toward a “Non-Tax Federal Debt.” The Company believes the refunds were misapplied in error andintends to pursue collection of the amount; however, the entire $5.0 million income tax benefit from its unused AMT credit carry forwards has been written off againstthe valuation allowance in 2020 until further clarification on this matter is received. Reconciliations between the total income tax benefit and the amount computed using the statutory federal rate of 21% for the years ended December 31, 2020and 2019 were as follows: 2020 2019 (in thousands) Federal income tax benefit at statutory rate $(547) $(1,127)Adjusted for: Valuation allowance 475 6,111 Permanent differences and other 72 15 Income tax expense $- $4,999 Deferred tax assets were comprised of the following temporary differences as of December 31, 2020 and 2019: 2020 2019 (in thousands) Net operating loss and tax credit carryforwards $24,956 $29,545 Joint venture and other investments (27) (27)Accrued retirement benefits 3,329 3,010 Property net book value 3,357 3,300 Deferred revenue 715 697 Reserves and other 29 (10)Total deferred tax assets 32,359 36,515 Valuation allowance (32,359) (36,515)Net deferred tax assets $- $- 33Table of Contents 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. Net Operating Loss (NOL) carryforwards created in tax years beginning after December 31, 2017 are limited by the TCJA. The Company had approximately$71.7 million in federal NOL carry forwards at December 31, 2020, that expire from 2029 through 2034. The Company had approximately $85.7 million in state NOL carryforwards at December 31, 2020, that expire from 2029 through 2034. The Company had approximately $5.2 million in federal and state NOL carry forwards at December 31,2020 that do not expire. 9.DISCONTINUED OPERATIONS In December 2019, the Company entered into an Asset Purchase Agreement to sell the PUC-regulated assets of Kapalua Water Company, Ltd. and KapaluaWaste Treatment Company, Ltd. located in the Kapalua Resort for a purchase price of approximately $4.3 million, including a Capital Expenditures Adjustment, as definedin the agreement, to be determined at closing. The sale is subject to certain closing conditions, including PUC approval. As part of the agreement, the purchaser commitsto serve the future expansion areas of Kapalua as they are developed. Furthermore, the Company agrees to deliver water from its wells and ditches to certain deliverypoints at defined rates over an initial period of 20 years from the date of closing. Under terms of the agreement, the purchase price will not include approximately $3.6 million of water system infrastructure and other related assets conveyed tothe Company by the owner of a 125-acre portion of the Kapalua Mauka project. Accordingly, upon classification of the Kapalua Water Company, Ltd. and KapaluaWaste Treatment Company, Ltd assets as held for sale, these assets were written down to fair value and included as part of the Company’s discontinued operations forthe year ended December 31, 2019. The fair value of the assets is measured using Level 3 inputs. The results related to the operation of these assets have been reported as discontinued operations in 2020 and 2019 as follows: 2020 2019 (in thousands) Operating revenues $2,646 $3,125 Operating costs and expenses (2,787) (2,585)Depreciation expense - (283)Impairment loss (196) (3,614)Loss from discontinued operations $(337) $(3,357) There were no capital expenditures in discontinued operations during 2020. Capital expenditures were $0.6 million in 2019. 10.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 in 2020 are asfollows: •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. •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. Theoperating segment also includes the management of ditch, reservoir and well systems that provide potable and non-potable water to West and UpcountryMaui areas. •Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members. 34Table of Contents The results of discontinued operations discussed in Note 9 were included in a Utilities segment in prior periods. The Utilities segment previously included theoperations of Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd., water and sewage transmission services for the Kapalua Resort, and themanagement of ditch, reservoir, and well systems in the West and Upcountry Maui areas. 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 consolidated financial information for each of the Company’s reportable segments for the years ended December 31, 2020 and 2019 were as follows: Real Resort Estate Leasing Amenities Other (2) Consolidated 2020 Operating revenues (1) $772 $5,948 $820 $- $7,540 Operating costs and expenses (600) (2,933) (1,193) - (4,726)Depreciation expense - (1,278) - (11) (1,289)General and administrative and other expenses (1,075) (1,131) (492) (1,379) (4,077)Operating income (loss) (903) 606 (865) (1,390) (2,552)Pension and other post-retirement expenses (475)Interest expense (134)Other Income 894 Loss from continuing operations $(2,267) Capital expenditures (3) $436 $81 $- $- $517 Assets (4) $14,851 $16,109 $830 $6,680 $38,470 Real Resort Estate Leasing Amenities Other (2) Consolidated 2019 Operating revenues (1) $915 $8,148 $982 $- $10,045 Operating costs and expenses (1,185) (3,228) (1,030) - (5,443)Depreciation expense - (1,352) - (60) (1,412)General and administrative and other expenses (1,069) (1,102) (479) (1,336) (3,986)Operating income (loss) (1,339) 2,466 (527) (1,396) (796)Pension and other post-retirement expenses (1,016)Interest expense (198)Income tax expense (4,999)Loss from continuing operations $(7,009) Capital expenditures (3) $278 $86 $- $626 $990 Assets (4) $13,789 $17,432 $1,039 $6,859 $39,119 (1)Amounts are principally revenues from external customers and exclude equity in earnings of affiliates.(2)Includes assets related to discontinued operations of $4.7 million and $5.2 million at December 31, 2020 and 2019, respectively.(3)Includes expenditures for property and deferred costs.(4)Segment assets are located in the United States. 35Table of Contents 11.RESERVES Allowance for doubtful accounts for 2020 and 2019 were as follows: Description Balance atBeginning of Year Increase Balance atEnd of Year (in thousands) Allowance for Doubtful Accounts 2020 $35 $185 $220 2019 $34 $1 $35 12.COMMITMENTS AND CONTINGENCIES On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged 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 includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatmentplant, which become final and binding – unless a hearing is requested to contest the alleged violations and penalties. The DOH agreed to defer the Order without a hearing date while the Company continues working on a previously approved corrective action plan to resolveand remediate the facility’s wastewater effluent issues. The construction of additional leach fields was completed as of December 31, 2020. Additionally, the installationof a surface aerator, sludge removal system, and natural pond cover using water plants is currently in progress. No hearing date has been set as discussions with theDOH are still ongoing to address any other matters regarding the Order. 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 consolidated 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 consolidated financial position or operations. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. As a result, public health measureswere taken to minimize exposure to the virus. Quarantine, travel restrictions, and other governmental restrictions and guidelines to reduce the spread of COVID-19 hascaused and is likely to continue to have an adverse impact on economic activity, including business closures, increased unemployment, financial market instability, andreduced tourism to Maui. The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. However, should theexistence of the COVID-19 pandemic continue for an extended period, the Company’s future business operations, including the results of operations, cash flows andfinancial position will be significantly affected. 13.FAIR VALUE MEASUREMENTS GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of theconsolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of theinformation used to determine 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 valuation is based on settlementsof similar financial 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 borrowingrates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt at December 31, 2020 and 2019 was $0.2 million and $1.0million, respectively, which approximated fair value. The fair value of debt was measured using the Level 2 inputs, noted above. See Note 6 for the classification of thefair value of pension assets. See Note 9 for the classification of the fair value of assets held for sale from discontinued operations. 36Table of Contents 14.CONTRACT ASSETS AND LIABILITIES Receivables from contracts with customers were $0.8 million, $0.7 million, and $0.6 million at December 31, 2020, 2019, and 2018, respectively. Contract assetsand liabilities were not considered significant to the Company at December 31, 2019 and 2018. Deferred license fee revenue The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective April 1, 2020. Under theterms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’strademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single payment royalty of $2.0 million in March 2020.Revenue from the license agreement is recognized on a straight-line basis over its estimated economic useful life of 15 years. 37Table 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, 2020. 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, 2020, our principal executive officer, principal financial officer, and principal accountingofficer concluded that, as of such date, our disclosure controls and procedures were effective. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over 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. Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financialreporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on its assessments, management believes that, as of December 31, 2020, theCompany’s internal control over financial reporting is effective. As we are a smaller reporting company, our independent registered public accounting firm is not required to attest to the effectiveness of our internal controlover financial reporting. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There has been no change in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the fiscalfourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. Item 9B.OTHER INFORMATION None. 38Table of Contents 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, 2020. 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, 2020, is incorporated herein by reference. 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, 2020, is incorporated herein by reference. 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, 2020, 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, 2020, 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 Firmare included in Item 8 of this annual report: Consolidated Balance Sheets as of December 31, 2020 and 201920Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 201921Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2020 and 201922Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 201923Notes to Consolidated Financial Statements24 39Table of Contents (a)3. Exhibits Incorporated by Reference ExhibitNumberExhibit DescriptionFormFile No.ExhibitFiling DateFiledHerewith3.1Restated Articles of Associated, as currently in effect10-Q001-065103.18/4/2010 3.2Amended Bylaws, as currently in effect10-K001-065103.23/2/2012 10.1#Maui Land & Pineapple Company, Inc. Executive Severance Plan10-Q001-0651010.14/28/2017 10.2#2017 Equity and Incentive Award PlanDEF 14A001-06510Appendix A3/28/2017 10.3Loan Agreement, by and among the Company and First HawaiianBank, dated June 6, 20168-K001-0651010.16/11/2014 10.4Credit Agreement, by and between the Company and FirstHawaiian Bank, dated August 5, 201610-Q001-0651010.18/11/2016 10.5Third Loan Modification Agreement, by and between the Companyand First Hawaiian Bank, dated December 31, 201910-K001-0651010.253/03/2020 10.6Asset Purchase Agreement, by and between the Company andHawaii Water Service, Inc., dated December 20, 201910-K001-0651010.303/03/2020 10.7Description of Capital Stock10-K001-0651010.403/03/2020 10.8CFO's Offer of Employment10-Q001-0651010.18/12/2020 21.1Subsidiaries of the Company X23.1*Consent of Accuity LLP, Independent Registered PublicAccounting Firm, dated February 26, 2021 X24.1Power of Attorney (included on the signature page of this report) X31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a)orRule 15d-14(a) promulgated under the Securities Exchange Act of1934, as amended. X31.2Certification 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-OxleyAct of 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 Securities Exchange Act of 1934, as amended, or otherwisesubject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, asamended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. #Indicates a management contract or compensatory plan or arrangement. 40Table 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 February 26, 2021. 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 andMichael S. Hotta, 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 andresubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report, and to file the same,with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power andauthority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or shemight 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 orcause to be done or by virtue hereof. Pursuant to the requirements of the Exchange Act, as amended, this annual report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated. By/s/ Warren H. Haruki Date: February 26, 2021 Warren H. Haruki, Chairman of the Board & Chief Executive Officer (Principal Executive Officer) By/s/ Stephen M. Case Date: February 26, 2021 Stephen M. Case, Director By/s/ David A. Heenan Date: February 26, 2021 David A. Heenan, Director By/s/ Anthony P. Takitani Date: February 26, 2021 Anthony P. Takitani, Director By/s/ Arthur C. Tokin Date: February 26, 2021 Arthur C. Tokin, Director By/s/ Michael S. Hotta Date: February 26, 2021 Michael S. Hotta, Chief Financial Officer (Principal Financial Officer) By/s/ Scott Kodama Date: February 26, 2021 Scott Kodama, Controller (Principal Accounting Officer) 41Exhibit 21.1 Maui Land & Pineapple Company, Inc.—SubsidiariesAs of December 31, 2020 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 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 February 26, 2021, relating to the consolidated financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries (which reportexpresses an unqualified opinion), appearing in this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. for the years ended December 31, 2020 and2019. /s/ ACCUITY LLP Honolulu, HawaiiFebruary 26, 2021 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 and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring 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, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe 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 the Registrant’sauditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely 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: February 26, 2021By:/s/ WARREN H. HARUKI Warren H. HarukiChairman of the Board &Chief Executive OfficerMaui Land & Pineapple Company, Inc. Exhibit 31.2 CERTIFICATION I, Michael S. Hotta, 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 and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring 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, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe 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 the Registrant’sauditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely 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: February 26, 2021By:/s/ MICHAEL S. HOTTA Michael S. HottaChief 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 31,2020 as filed with the Securities and Exchange Commission on February 26, 2021 (the “Report”), I, Warren H. Haruki, Chairman of the Board and Chief Executive Officerof 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 tothe 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 theCompany. By:/s/ WARREN H. HARUKI Warren H. HarukiChairman of the BoardChief Executive Officer February 26, 2021 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, 2020,as filed with the Securities and Exchange Commission on February 26, 2021 (the “Report”), I, Michael S. Hotta, Chief Financial Officer of the Company, certify, pursuantto 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 theCompany. By:/s/ MICHAEL S. HOTTA Michael S. HottaChief Financial Officer February 26, 2021 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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