What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-03-28 · 48 added, 37 removed, 67 unchanged (56% of the section changed)

10 unchanged sentences

Land Development & Sales :

Our land development and sales operations consist of land planning and entitlement, development, and sales activities.

Our land development and sales operations consist of land planning and entitlement, development, development related construction, and sales activities.

Our leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names, management of potable and non-potable water systems in West and Upcountry Maui, and stewardship of conservation areas.

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 in the Kapalua Resort.

Our resort amenities operations include the operations of the Kapalua Club, a private, non-equity club, providing its members special programs, access, and other privileges at certain amenities in the Kapalua Resort.

For additional information and operating results related to the above business segments refer to the section entitled “Business Segments” in this Item 1 and in Note 13 to our financial statements set forth in Item 8 of this Annual Report.

4 unchanged sentences

The following is a summary of our landholdings in approximate number of acres as of December 31, 2024:

Upcountry Maui

Commercial/Industrial

Residential/Resort/Mixed-use

Conservation/watershed

Revenues from our Real Estate segment totaled $1.6 million, or approximately 15% of our total operating revenues for the year ended December 31, 2023.

Revenues from our Land Development and Sales segment totaled approximately $520,000, or 5% of our total operating revenues for the year ended December 31, 2024.

Real Estate Planning and Entitlements – In certain cases we must obtain appropriate entitlements and approvals for the land we intend to develop.

2 unchanged sentences

We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community.

Land Development and Sales was previously named Real Estate.

The name change of the segment better represents the mission, vision and direction of the Company consistent with the leadership transition that occurred in April 2023.

There is no impact to prior reporting due to this segment name change.

In 2023, under new leadership, our primary activity in this segment focused on market research and master planning of all owned land.

In 2024, under new leadership, our primary activities in this segment focused on the marketing and sale of non-strategic parcels and initiating the development of active projects.

In addition to strategic planning of our entire asset portfolio, we have approximately 7,985 acres of land on Maui that are in various stages of active planning and development process.

The following is a summary of our active development projects as of December 31, 2023:

Projected Start/End

West Maui - Kapalua Central Resort

West Maui – Kapalua Mauka

West Maui – Kapalua Makai

Hali‘imaile Ranch Lots

We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:

The following is a summary of our active land development projects as of December 31, 2024:

Approximate Project

Location/Project

Number of Acres

Start/End Dates

Upcountry Maui - Baldwin Ranch Estates Phase 2 (JV)

West Maui - Kapalua Resort - Makai

West Maui - Kapalua Resort - Central

West Maui - Kapalua Resort - Mauka

West Maui - State Temporary Housing

Upcountry Maui - Hali'imaile Ranch

West Maui - Honokeana Farms

West Maui - Kapalua Ranch

Upcountry Maui - Hali‘imaile Farms

West Maui - Kahana Farms

Upcountry Maui - Hali‘imaile Farm Land

We are engaged in planning, permitting and entitlement activities of real estate development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:

West Maui - Kapalua Resort:

3 unchanged sentences

Three projects that are currently in various stages of planning include Kapalua Central Resort, Kapalua Mauka, and Kapalua Makai.

Kapalua Makai is a 37-acre project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park.

The land has State and County land use entitlements to deliver up to up to 573 residences, 349 hotel units, and new commercial and/or resort amenities.

As of this filing, planning efforts are in process the project.

Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort.

2 unchanged sentences

In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million.

On April 11, 2023, we allowed terms of the agreement to expire and regained control of the project from the developer.

On April 11, 2023, we regained control of the project from the buyer.

We are currently processing an extension of a Special Management Area (“SMA”) permit issued by the County of Maui.

We are actively working with our consultants and engaging with the community in preparation for the permit extension review, which is anticipated to occur in 2024.

Concurrently, we are negotiating a joint venture to advance development of the property.

Kapalua Mauka was master planned and entitled in 2008 as a luxury single-family residential golf course neighborhood within Kapalua Resort.

We are actively working with our consultants and engaging with the community in preparation for the permit extension, which is anticipated to occur in 2025 or 2026.

Kapalua Mauka was master planned and entitled in 2008 as a luxury single-family residential neighborhood within Kapalua Resort.

The property is located directly upslope of the existing resort development.

The first phase of Kapalua Mauka, consisting of 51 residential lots, was subdivided, sold to a developer, and has since been completed.

The remaining project area encompasses approximately 930 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, 19 condominium units, resort amenities, and an additional golf course or recreational space.

As of this filing, planning and pre-development efforts are underway on the project.

Kapalua Makai is a 37-acre future project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park.

The land has State and County land use entitlements to deliver up to up to 573 residences, 349 hotel units, and new commercial and/or resort amenities.

As of this filing, master planning and pre-development efforts are underway on the project.

The remaining project area encompasses approximately 930 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, resort amenities, and an additional golf course or recreational space.

As of this filing, planning and pre-development efforts are underway for the project.

Upcountry Maui - Hali'imaile Town:

Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town.

We own approximately 1,463 acres in Hali‘imaile zoned for agriculture, light industrial, and business which is in the federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone.

We own approximately 1,485 acres in Hali‘imaile zoned for agriculture, light industrial, and business.

The majority of this land is in the federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone.

Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan.

As of this filing, we are underway with master planning for all land in Hali‘imaile.

As of this filing, we are underway with development activities including planning, design, and subdivision for all land in Hali‘imaile.

In December 2023, we entered into a joint venture, BRE2 LLC, with Stone Properties, a Maui based developer.

The joint venture is currently underway to develop approximately 31 acres in Hali‘imaile Town to be sold as ranch lots

As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners or a combination of these methods.

The joint venture developed approximately 31 acres in Hali‘imaile Town into two ranch lots.

The LLC sold one ranch lot during the year ended December 31, 2024.

The second ranch lot sold and closed in February 2025.

The price and market for resort and other real estate in Maui is generally cyclical and influenced significantly by interest rates, other real estate markets in the mainland United States, specifically the west coast, where Hawai‘i is a popular location for vacations and the second-home market, the general condition of the economy in the United States and Asia, and the relationship of the dollar to foreign currencies.

1 unchanged sentence

Our land holdings in West Maui are highly desired due to their proximity to beaches and amenities, along with a natural grade which provides a majority of the land with unobstructed ocean views.

Our Leasing segment operations include commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to stewardship and conservation efforts.

Our Leasing segment includes commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to watershed stewardship and conservation efforts.

Revenues from our Leasing segment totaled $9.6 million, or approximately 83% of our total operating revenues for the year ended December 31, 2024.

Commercial and Industrial Leases – We are the owner and lessor of approximately 247,328 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 and industrial leases as of December 31, 2023:

The following summarizes information related to our commercial, retail and industrial leases as of December 31, 2024:

Kapalua Resort

1 unchanged sentence

Upcountry Maui

Agricultural Leases – We are the lessor of approximately 11,000 acres of diversified agriculture, renewable energy, eco tours, and activities land leases in West and Upcountry Maui.

Agricultural Leases – We own, market, and lease approximately 10,300 acres of diversified agriculture, ranching, renewable energy, eco tours, and activities in West and Upcountry Maui.

Trademark and Trade Name Licensing – Our primary trademarks and trade names include Kapalua, the Kapalua butterfly logo and the Maui Gold name and associated pineapple logo.

3 unchanged sentences

A portion of our stewardship and conservation efforts is subsidized by the State of Hawai‘i.

Our Leasing segment operations are highly sensitive to economic conditions, including tourism and consumer spending levels, and faces substantial competition from other property owners in both Maui and Hawai‘i as a whole.

The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand for our potable and non-potable water.

The 2023 Maui wildfires negatively impacted leasing revenues in West Maui and led us to provide rent relief to certain tenants.

Our Leasing segment is highly sensitive to economic conditions, including tourism and consumer spending levels, and faces substantial competition from other property owners in both Maui and Hawai‘i as a whole.

The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand and associated availability for our 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 and other privileges at certain amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center as well as a private pool-side dining beach club.

Revenues from our Resort Amenities segment totaled $1.4 million, or approximately 12% of our total operating revenues for the year ended December 31, 2024.

1 unchanged sentence

The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.

We had ten employees at December 31, 2023, of which seven were full-time employees none of whom are members of a collective bargaining group.

As of December 31, 2024, we had fifteen employees, fifteen of which were full-time employees.

None of our employees are members of a collective bargaining group.

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees.

We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors.

We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors (“the Board”).

Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor section of the website.

5 unchanged sentences

We also make available through our website 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 Security and Exchange Commission’s website at www.sec.gov.

These filings are also available on the SEC’s website at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business