MAUI LAND & PINEAPPLE CO INC 10-K

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 controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our principal executive officer, principal financial officer, and principal accounting officer 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 financial reporting 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted 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 accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations 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 a material effect on the financial statements.   Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, 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 financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on its assessments, management believes that, as of December 31, 2021, the Company’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 control over financial reporting.   38 Table of Contents   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 fiscal fourth 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.   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 year ended December 31, 2021.   Item 11. EXECUTIVE COMPENSATION   The information set forth under “Executive Compensation,” and “Director Compensation” 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, 2021, 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 and Management” 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, 2021, is incorporated herein by reference.   39 Table of Contents   Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE   The information set forth under “Review, Approval, or Ratification of Transactions with Related Persons” 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, 2021, 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 no later than 120 days after the close of our fiscal year ended December 31, 2021, is incorporated herein by reference.   PART IV   Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES   (a)1. Financial Statements   The following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report:   Report of Independent Registered Public Accounting Firm (PCAOB ID 2866 ) 18 Consolidated Balance Sheets as of December 31, 2021 and 2020 21 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2021 and 2020 22 Consolidated Statements of Changes in Stockholders ’   Equity for the Years Ended December 31, 2021 and 2020 23 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 24 Notes to Consolidated Financial Statements 25   (a)3. Exhibits       Incorporated by Reference   Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Restated Articles of Associated, as currently in effect 10-Q 001-06510 3.1 8/4/2010   3.2 Amended Bylaws, as currently in effect 10-K 001-06510 3.2 3/2/2012   4.1 Description of Capital Stock 10-Q 001-06510 10.4 3/3/2020   10.1# Maui Land & Pineapple Company, Inc. Executive Severance Plan 10-Q 001-06510 10.1 4/28/2017   10.2# 2017 Equity and Incentive Award Plan DEF 14A 001-06510 Appendix A 3/28/2017   10.3 Loan Agreement, by and between the Company and First Hawaiian Bank, dated June 6, 2016 8-K 001-06510 10.1 6/11/2014   10.4 Credit Agreement, by and between the Company and First Hawaiian Bank, dated August 5, 2016 10-Q 001-06510 10.1 8/11/2016   10.5 Third Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 31, 2019 10-K 001-06510 10.25 3/03/2020   10.6 Fourth Loan Modification Agreement, by and between the Company, dated December 23, 2021         X 10.7 Asset Purchase Agreement, by and between the Company and Hawaii Water Service, Inc., dated December 20, 2019 10-K 001-06510 10.30 3/03/2020   10.8 Purchase and Sale Agreement and Escrow Instructions, by and between the Company and EKN Development Group LLC, dated December 29, 2021         X 10.9 Purchase Contract and Counter Offer, by and between the Company and Mr. Michl Binderbauer and Mr. Hong, Liang dated February 4, 2022         X   40 Table of Contents   10.10# Offer Letter from the Company to Wade K. Kodama (Chief Financial Officer) dated September 23, 2021         X 21.1 Subsidiaries of the Company         X 23.1* Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated March 1, 2022         X 24.1 Power of Attorney (included on the signature page of this report)         X 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.         X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.         X 32.1* 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.         X 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         X 101.INS Inline XBRL Instance Document         X 101.SCH Inline XBRL Taxonomy Extension Schema Document         X 101.CAL Inline XBRL Taxonomy Extension Calculation document         X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase         X 101.LAB Inline XBRL Taxonomy Extension labels Linkbase Document         X 101.PRE Inline XBRL Taxonomy Extension Presentation Link Document         X 104 Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).             * This certification shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject 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, as amended, 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.   41 Table 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 signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2022.     MAUI LAND & PINEAPPLE COMPANY, INC.           By: /s/ Warren H. Haruki     Warren H. Haruki Chief Executive Officer     POWER OF ATTORNEY   KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Warren H. Haruki and Wade K. Kodama, and each or either of them, acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him 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 and authority 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 she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or their or his or her substitutes, may lawfully do or cause to be done or by 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 registrant and in the capacities and on the dates indicated.   By /s/ Warren H. Haruki   Date: March 1, 2022   Warren H. Haruki, Chairman of the Board &       Chief Executive Officer (Principal Executive Officer)             By /s/ Stephen M. Case   Date: March 1, 2022   Stephen M. Case, Director             By /s/ David A. Heenan   Date: March 1, 2022   David A. Heenan, Director             By /s/ Anthony P. Takitani   Date: March 1, 2022   Anthony P. Takitani, Director             By /s/ Arthur C. Tokin   Date: March 1, 2022   Arthur C. Tokin, Director             By /s/ Wade K. Kodama   Date: March 1, 2022   Wade K. Kodama, Chief Financial Officer       (Principal Financial Officer)             By /s/ Scott N. Kodama   Date: March 1, 2022   Scott N. Kodama, Controller       (Principal Accounting Officer)       42