MAUI LAND & PINEAPPLE CO INC 10-K/A

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, 2023. 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. At the time our Annual Report on From 10-K for the year ended December 31, 2023, was filed on March 28, 2024, our principal executive officer, principal financial officer, and principal accounting officer concluded that, as of such date, our disclosure controls and procedures were effective. Subsequent to the evaluation presented in our Original Report, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level, due to the material weakness in our internal control over financial reporting described below in “Management’s Annual Report on Internal Control Over Financial Reporting (Restated)”. In light of the material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management concluded that the financial statements included in this Annual Report on Form 10-K/A present fairly in all material respects our financial position, results of operations and cash flows for each of the periods presented. MANAGEMENT ’ S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (Restated) 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, 2023. 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). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. On March 28, 2024, we filed the Original Report. At the time, our management, under the supervision of our Chief Financial Officer and Chief Accounting Officer, had performed an evaluation and concluded that our internal control over financial reporting was effective as of December 31, 2023. Subsequent to that evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to a material weakness related to a lack of an effectively designed control over the accounting treatment of an investment in a joint venture and the related revenue recognition. This material weakness resulted in the restatement of the Company’s consolidated financial statements for the year ended December 31, 2023. Accordingly, management has restated its report on internal control over financial reporting. REMEDIATION PLAN FOR THE MATERIAL WEAKNESS In order to remediate the material weakness, the Company’s management plans to enhance the design of its control over the accounting treatment of investments in joint ventures. The material weakness cannot be considered remediated until the newly designed control operates for a sufficient period of time and management has concluded, through testing, that the control is operating effectively. 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. 43 Table of Contents CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING Except as otherwise discussed above, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect such controls, including any corrective actions with regard to significant deficiencies or material weaknesses. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission (the “SEC”) no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION The information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding shares of our common stock that were eligible for issuance under our equity compensation plans as of December 31, 2023. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 2017 Equity Incentive Stock Award Plan 728,000 $ 10.45 562,101 The additional information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference. 44 Table of Contents Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023, and 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 ) 21 Consolidated Balance Sheets as of December 31, 2023 and 2022 24 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2023 and 2022 25 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 26 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 27 Notes to Consolidated Financial Statements 28 2. Financial Statements schedules . Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. 3. Exhibits . The following is a list of exhibits filed as part of this Form 10-K. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Plan of Conversion of Maui Land & Pineapple Company, Inc., a Hawaii Corporation, into Maui Land & Pineapple, Inc., a Delaware Corporation 8-K 001-06510 2.1 7/20/2022 3.1 State of Delaware Certificate of Conversion from a Non-Delaware Corporation to a Delaware Corporation Pursuant to Section 265 of the Delaware General Corporation Law 8-K 001-06510 3.1 7/20/2022 3.2 Certificate of Incorporation of Maui Land & Pineapple Company, Inc. 8-K 001-06510 3.2 7/20/2022 3.3 Bylaws of Maui Land & Pineapple Company, Inc. 8-K 001-06510 3.3 7/20/2022 4.1 Description of Capital Stock S-8 333-273009 4.1 6/28/2023 10.1# Maui Land & Pineapple Company, Inc. Executive Severance Plan 10-Q 001-06510 10.1 4/28/2017 10.2# Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan DEF 14A 001-06510 Appendix A 3/28/2017 10.3# Amendment to Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan DEF 14A 001-06510 Appendix A 3/31/2023 10.4 Loan Agreement, by and between the Company and First Hawaiian Bank, dated June 6, 2016 8-K 001-06510 10.1 6/11/2014 10.5 Credit Agreement, by and between the Company and First Hawaiian Bank, dated August 5, 2016 10-Q 001-06510 10.1 8/11/2016 10.6 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 10.7 Fourth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 23, 2021 10-K 001-06510 10.6 3/01/2022 10.8 Fifth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated July 15, 2022 10-Q 001-06510 10.1 8/11/2022 10.9# Stock Option Grant to Chairman of the Board 10-Q 001-06510 10.1 8/18/2023 10.10# Form of Stock Option Grant to Directors for Board Service and Committee Service 10-Q 001-06510 10.2 8/18/2023 10.11# Form of Restricted Stock Award Agreement 10-K 001-06510 10.11 3/28/2024 45 Table of Contents 21.1 Subsidiaries of the Company 10-K 001-06510 21.1 3/28/2024 23.1* Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated March 28, 2024 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 InlineXBRL Taxonomy Extension Calculation document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X 101.LAB InlineXBRL 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. Item 16. FORM 10-K SUMMARY None. 46 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 February 19, 2025. MAUI LAND & PINEAPPLE COMPANY, INC. By: /s/ Race Randle Race Randle Chief Executive Officer 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/ Race Randle Date: February 19, 2025 Race Randle, Chief Executive Officer (Principal Executive Officer) By /s/ Scot Sellers Date: February 19, 2025 Scot Sellers, Chairman of the Board By /s/ Stephen M. Case Date: February 19, 2025 Stephen M. Case, Director By /s/ Anthony P. Takitani Date: February 19, 2025 Anthony P. Takitani, Director By /s/ Glyn F. Aeppel Date: February 19, 2025 Glyn F. Aeppel, Director By /s/ Ken Ota Date: February 19, 2025 Ken Ota, Director By /s/ Catherine Ngo Date: February 19, 2025 Catherine Ngo, Director By /s/ John M. Sabin Date: February 19, 2025 John M. Sabin, Director By /s/ Wade K. Kodama Date: February 19, 2025 Wade K. Kodama, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 47