What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-28 · 266 added, 204 removed, 571 unchanged (45% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc.

and its Subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2023 and the related notes (collectively referred to as the “consolidated financial statements”).

and its Subsidiaries (collectively, the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2024 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the years in the two‑year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

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 or required to be communicated to the audit committee and that:

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required 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 the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Revenue Recognition for Honokeana Temporary Housing Project

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 of goods 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 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 Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , or lease contracts that would be assessed under ASC 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.

Given the factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer and lease agreements was extensive and involved subjective estimation and complex auditor judgment.

The Company entered into a Memorandum of Agreement with the State of Hawaii, Department of Transportation to lease land and administer the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.

The Company recognizes the contract revenue over time, as performance obligations are satisfied, using the cost-to-cost method (an input method) based on contract costs incurred to date compared to total estimated contract cost.

Revenue recognition under this method is judgmental, as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete the in-process contract.

Management exercised judgment at the inception of the agreement to determine the appropriate accounting treatment of the transaction.

This included deciding on the appropriate revenue recognition for this customer agreement, which involved the following considerations:

Determination of whether the agreement entered into by the Company was a contract with a customer that would be assessed under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers .

Determination of whether there was a single or multiple, distinct performance obligation for goods or services to be provided.

Determination of the transaction price for each distinct performance obligation.

Determination of the allocated transaction price to the performance obligations in the contract.

Determination of the timing of when the Company satisfies a performance obligation and amount of revenue to recognize.

Given the factors, the related audit effort in evaluating management’s judgments in determining the appropriate revenue recognition for this customer contract was extensive and involved subjective judgments.

How We Addressed the Matter in Our Audit

Our audit procedures over revenue recognition and disclosures included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to revenue recognized 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;

evaluated management’s assumptions used to identify appropriate contracts with customers, identify performance obligations and stand-alone prices for each distinct performance obligation, identify unique contract terms that may impact the timing and amount of revenue recognized, and identify the pattern of delivery;

and examined the appropriateness of management’s application of accounting policies in accordance with ASC 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 consolidated financial statements when management determines it 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 considers various factors, including the legal and factual circumstances of the claims and advisement from legal counsel.

As discussed in Note 9 to the consolidated financial statements, management determined an accrual was necessary.

Management is unable to estimate the remaining amount or range of amounts, of any additional 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 significant judgment by management.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the Company’s assertion that an additional loss is not probable and reasonably estimable as of December 31, 2023.

How We Addressed the Matter in Our Audit

Our audit procedures related to the potential contingent liabilities and disclosures included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’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 the claims and to understand the basis for management’s conclusion that any additional losses from the claims are not probable and reasonably estimable as of December 31, 2023.

We evaluated the accuracy and completeness of management’s disclosures in the consolidated financial statements by comparing the disclosures to management’s internal analysis of the claims and known facts of the claims based on the information provided by the Company’s external legal counsel.

Accrued Retirement Benefits

Description of the Matter

The Company has defined benefit retirement plans that require actuarial valuations to determine estimated benefit obligations and related amounts reported in the Company’s consolidated financial statements as of and for the year ended December 31, 2023.

Management engages actuarial specialists to perform the valuation and provides the specialists with the assumptions used to measure the amounts reported in the consolidated financial statements and disclosures in the notes to the consolidated financial statements.

We identified the valuation of the accumulated retirement benefit obligation as a critical audit matter because of the highly judgmental nature of actuarial assumptions made by management.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures.

How We Addressed the Matter in Our Audit

Our audit procedures over accrued retirement benefits and related amounts and disclosures included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the determination of the actuarial assumptions used in calculating accrued retirement benefits and related amounts.

We evaluated the reasonableness of the methods and significant assumptions used by management and assessed the work and competency of the third-party actuarial specialists engaged by management.

We evaluated management specialists’ reports related accrued retirement benefits for accuracy and reasonableness.

Share-based Compensation

Description of the Matter

In 2023, the Company began awarding stock options to its directors.

The stock options require fair value calculations to determine the share-based compensation expense for the year ended December 31, 2023.

Management engages valuation specialists to perform the stock option valuations and reviews the assumptions by the specialists used to measure the amounts reported in the consolidated financial statements and disclosures in the notes to the consolidated financial statements.

We identified the valuation of the share-based compensation as a critical audit matter because of the highly judgmental nature of valuation assumptions made by management for stock options awarded.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures.

How We Addressed the Matter in Our Audit

Our audit procedures over share-based compensation expense and related amounts and disclosures included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the determination of the valuation assumptions used in calculating share-based compensation expense and related amounts.

We evaluated the reasonableness of the methods and significant assumptions used by management and assessed the work and competency of the third-party valuation specialists engaged by management.

We evaluated management specialists’ reports related to the stock options valuation for accuracy and reasonableness.

We have served as the Company’s auditor since 2014.

We obtained and reviewed the Honokeana Temporary Housing Project agreement;

evaluated management’s considerations used to identify the performance obligations and transaction prices for each distinct performance obligation, identify unique contract terms that may impact the timing and amount of revenue recognized, and identify the pattern of delivery;

and examined the appropriateness of management’s application of accounting policies in accordance with ASC Topic 606.

We tested management’s analysis by evaluating the reasonableness of the Company’s estimated project costs, costs incurred to date, and transaction price.

/s/ ACCUITY LLP

Honolulu, Hawai‘i

We have served as the Company’s auditor since 2014.

Honolulu, Hawaii

March 31, 2025

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

December 31, 2024

December 31, 2023

(in thousands except share data)

2 unchanged sentences

$ 6,835 $ 5,700

Cash, restricted

Accounts receivable, net

Investment in bond securities, current portion

Investments, current portion

Prepaid expenses and other assets

1 unchanged sentence

Total current assets

PROPERTY & EQUIPMENT

Land improvements

15,127 10,004

22,869 22,869

Machinery and equipment

10,500 10,360

Total Property & Equipment

52,274 51,224

Less accumulated depreciation

( 36,215 ) ( 35,346 )

PROPERTY & EQUIPMENT, NET

Investment in bond securities, less current portion

Investment in joint venture 1,608 -

17,401 16,059

Investments, noncurrent portion

Investment in unconsolidated joint venture

Deferred development costs

14,410 12,815

Other noncurrent assets

2 unchanged sentences

$ 50,139 $ 42,223

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

$ 2,321 $ 1,154

Payroll and employee benefits

1 unchanged sentence

Deferred revenue, current portion

Long-term debt, current portion

Line of credit

Other current liabilities

Contract overbillings

Total current liabilities

LONG-TERM LIABILITIES

Accrued retirement benefits

Deferred revenue, less current portion

Accrued retirement benefits, noncurrent portion

Deferred revenue, noncurrent portion

Long-term debt, noncurrent portion

Other noncurrent liabilities

1 unchanged sentence

TOTAL LIABILITIES

COMMITMENTS & CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Common stock--$.

0001 par value at December 31, 2023 and 2022, respectively;

Preferred stock--$ 0.0001 par value;

5,000,000 shares authorized;

19,615,350 and 19,476,671 shares issued and outstanding at December 31, 2023 and 2022, respectively

no shares issued and outstanding

Common stock--$ 0.0001 par value;

43,000,000 shares authorized;

19,663,780 and 19,615,350 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

85,877 84,680

Additional paid-in-capital

15,202 10,538

Accumulated deficit

10 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Years Ended December 31,

(in thousands except per

share amounts)

AND COMPREHENSIVE LOSS

(in thousands except

per share amounts)

OPERATING REVENUES

$ 1,626 $ 11,600

Land development and sales

Resort amenities and other

Total operating revenues

10,915 20,960

OPERATING COSTS AND EXPENSES

Land development and sales

Resort amenities and other

2 unchanged sentences

Total operating costs and expenses

OPERATING INCOME (LOSS)

18,919 14,260

OPERATING LOSS

( 7,354 ) ( 4,971 )

Gain from derecognition of nonfinancial asset

Gain on assets disposal

Pension and other post-retirement expenses

1 unchanged sentence

Interest expense

NET INCOME (LOSS)

$ ( 7,391 ) $ ( 3,080 )

Pension, net of income taxes of $ 0

TOTAL COMPREHENSIVE INCOME (LOSS)

Other comprehensive income - pension, net

TOTAL COMPREHENSIVE LOSS

$ ( 7,384 ) $ ( 1,710 )

INCOME (LOSS) PER COMMON SHARE--BASIC AND DILUTED $ ( 0.15 ) $ 0.09

NET LOSS PER COMMON SHARE-BASIC

$ ( 0.38 ) $ ( 0.15 )

NET LOSS PER COMMON SHARE-DILUTED

$ ( 0.38 ) $ ( 0.15 )

See Notes to Consolidated Financial Statements

5 unchanged sentences

Comprehensive

Balance, January 1, 2022 19,383 $ 82,378 $ 9,184 $ ( 52,324 ) $ ( 15,648 ) $ 23,590

Balance, December 31, 2022

19,477 $ 83,392 $ 9,184 $ ( 50,537 ) $ ( 8,267 ) $ 33,772

Share-based compensation expense

- - 2,596 - - 2,596

Issuance of shares for incentive plan

67 620 - - - 620

Vested restricted stock issued

123 1,242 ( 1,242 ) - - -

Shares canceled to pay tax liability

Shares cancelled to pay tax liability

( 52 ) ( 574 ) - - - ( 574 )

Other comprehensive income - pension

- - - - 1,370 1,370

- - - ( 3,080 ) - ( 3,080 )

Balance December 31, 2023

19,615 $ 84,680 $ 10,538 $ ( 53,617 ) $ ( 6,897 ) $ 34,704

Share-based compensation expense 2,596 2,596

Share-based compensation

- - 4,930 - - 4,930

Issuance of shares for incentive plan

18 412 - - - 412

Restricted stock and options cancellation

- 258 372 - - 630

Vested restricted stock issued

Shares canceled to pay tax liability ( 52 ) ( 574

35 638 ( 638 ) - - -

Shares cancelled to pay tax liability

( 4 ) ( 111 ) - - - ( 111 )

Other comprehensive income - pension

Net loss ( 3,080 ) ( 3,080 )

- - - ( 7,391 ) - ( 7,391 )

Balance, December 31, 2024

19,664 85,877 15,202 ( 61,008 ) ( 6,890 ) 33,181

See Notes to Consolidated Financial Statements

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

(in thousands)

7 unchanged sentences

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

370 ( 1,371 )

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Maturities of bond securities

Distribution from unconsolidated joint venture

Purchases of property and equipment

Payments for other assets

( 1,871 ) ( 618 )

Payments for deferred development

Contribution to unconsolidated joint venture

Payments for other assets

NET CASH USED IN INVESTING ACTIVITIES

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowing under line of credit

Principal payments on long term debt

Common stock issuance costs and other

( 111 ) ( 574 )

NET CASH USED IN FINANCING ACTIVITIES

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

2,868 ( 574 )

NET INCREASE (DECREASE) IN CASH

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

1,135 ( 2,809 )

CASH AND RESTRICTED CASH AT BEGINNING OF YEAR

CASH AND RESTRICTED CASH AT END OF YEAR

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$ 6,835 $ 5,700

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:

Net income (loss)

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES:

$ ( 7,391 ) $ ( 3,080 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by

(used in) operating activities:

Depreciation and amortization

Bad debt provision

Provision for credit losses

Share-based compensation

Gain on disposal of property

Cost of real estate sales

(Gain) loss on disposal of property

Debt financed equipment

Revenue from investment in unconsolidated joint venture

Changes in operating assets and liabilities:

Accounts receivable

( 4,077 ) ( 416 )

Retirement liabilities

Accounts payable

Deferred revenue

Contract overbilling

Other operating assets and liabilities

( 1,414 ) ( 200 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

$ 370 $ ( 1,371 )

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued to certain members of the Company’s management totaled $ 0.4 million and $ 0.6 million during the years ended December 31, 2024 and 2023, respectively.

• Capitalized property, equipment, and development costs in accounts payable were $ 0.5 million at December 31, 2023.

The Company had a $ 0.2 million distribution receivable outstanding from investment in BRE2 LLC joint venture at December 31, 2024.

No distribution receivable was outstanding at December 31, 2023.

Remaining distributions of approximately $ 1.1 million is expected during 2025 which is comprised of $ 0.6 million in remaining return of equity and approximately $ 0.5 million in net profit.

The Company had $ 0.3 million and $ 0.5 in capital expenditures included in accounts payable and accrued and other liabilities at December 31, 2024 and 2023, respectively.

The Company's financed lease liabilities for equipment were $ 0.3 million and $ 0 at December 31, 2024 and 2023, respectively.

See Notes to Consolidated Financial Statements.

8 unchanged sentences

The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022.

Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par alue $ 0.0001 per share, and 5,000,000 shares of preferred stock, par value $ 0.0001 per share.

Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $ 0.0001 per share, and 5,000,000 shares of preferred stock, par value $ 0.0001 per share.

Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, has a principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries (collectively, the “Company”).

4 unchanged sentences

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.

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

BASIS OF ACCOUNTING AND CONSOLIDATION

5 unchanged sentences

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

RESTRICTED CASH

Restricted cash consisted of deposits held in escrow from the prospective buyer of a property held for sale.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

1 unchanged sentence

The Company estimates future write-offs based on delinquencies, credit ratings, aging trends, and historical experience.

The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses;

The Company believes the allowance for credit losses is adequate to cover anticipated losses;

however, significant deterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company’s consolidated financial condition and/or its future operating results could be materially impacted.

3 unchanged sentences

Investments are reviewed for impairment for each reporting period.

If any impairment is considered other-than-temporary, an allowance for credit loss would be established and held-to-maturity debt securities will be presented net of the credit loss allowance.

If any impairment is considered other-than-temporary, an allowance for credit losses would be established and held-to-maturity debt securities would be presented net of the allowance for credit losses.

Adjustments to expected credit losses are recorded as a component of other income (expense).

13 unchanged sentences

INVESTMENT IN JOINT VENTURES

Investments in joint ventures are accounted for under the equity method of accounting.

Investments in joint ventures in which we have less than a controlling financial interest are accounted for under the equity method of accounting.

The initial capital contribution of assets to a joint venture is recorded at fair value.

6 unchanged sentences

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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 is made.

When such events or changes occur, an estimate of the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition is made.

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 is recognized in an amount by which the assets’ net book values exceed their fair value.

1 unchanged sentence

If management uses different assumptions or if different conditions occur in future periods, the Company’s consolidated financial condition or its future operating results could be materially impacted.

There was no impairment of long-lived assets during the years ended December 31, 2024 or 2023.

ACCRUED RETIREMENT BENEFITS

19 unchanged sentences

Agent arrangements, where the Company simply arranges but does not control the goods or services being transferred 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.

Revenues from the Company’s land development and sales segment consist of sales of real estate.

Revenues from sales of real estate are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured, performance obligations have been performed and risks of ownership have passed to the buyer.

Sales of real estate assets that are considered central to the Company’s ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in the Company’s consolidated statements of operations and comprehensive income.

Sales of real estate assets that are considered peripheral or incidental transactions to the Company’s ongoing major or central operations are reflected as net gains or losses in the Company’s consolidated statements of operations and comprehensive income.

The construction contract for the Honokeana Homes Temporary Housing Project follows the cost to cost accounting method.

Contracting revenues and expenses are proportionately recognized based on actual costs incurred in relation to reliable and updated estimates of the cost to complete the project.

Project billings in excess of recognized revenues are recognized as Billings in Excess of Revenues (a deferred revenue account) and where project costs are recognized in excess of project billings, this is recognized as Costs in Excess of Billings (a deferred expense account).

Leasing revenues are recognized on a straight-line basis over the terms of the leases.

10 unchanged sentences

The NAPP Grant was renewed on July 1, 2023 for a six -year period.

For the period July 1, 2023 to June 30, 2024 provides $510,000 in government funds in support of the conservation efforts by the Company.

The DOH Grant for the period from April 1, 2019 to April 30, 2024 will provide $ 1.1 million in total funds, to date, there remains approximately $ 75,000 remaining in available grant funds before having to reapply for the next grant period.

For the period July 1, 2024 to June 30, 2025, the NAPP Grant provided $ 340,000 in government funds in support of the conservation efforts by the Company.

The DOH Grant for the period from April 1, 2019 to April 30, 2024 provided $ 1.1 million in total funds, in 2024, the final $ 60,000 of remaining funds were received and the grant was terminated.

Actual funds received for both grants were $ 0.3 million for 2024 and $ 0.3 million in 2023.

3 unchanged sentences

Performance obligations for services are satisfied by relying on information received from the Company’s employees and vendors who have rendered services in accordance with the terms and conditions of the membership program.

The Company estimates credit losses on accounts receivable from customers by considering relevant information (past, current, and future) in assessing the collectability of cash flows.

The Company estimates expected credit losses on accounts receivable from customers by considering relevant information (past, current, and future) in assessing the collectability of cash flows.

The expected credit losses of the Company’s accounts receivable are summarized in Note 14 to the consolidated financial statements.

1 unchanged sentence

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.

Land development and sales, leasing, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and other post-retirement expenses.

SHARE-BASED COMPENSATION PLANS

8 unchanged sentences

Comprehensive income (loss) includes all changes in stockholders’ equity, except those resulting from capital stock transactions.

Comprehensive income also includes adjustments to the Company’s defined benefit pension plan obligations.

Comprehensive income (loss) also includes adjustments to the Company’s defined benefit pension plan obligations.

INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding.

Diluted net income (loss) per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares from share-based compensation arrangements had been issued.

Diluted net income per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares from share-based compensation arrangements had been issued.

Potentially dilutive shares from stock option grants to purchase common shares and non-vested restricted stock are determined using the treasury stock method.

Basic weighted-average common shares outstanding at December 31, 2023 and 2022 were 19.6 million and 19.4 million, respectively.

Diluted weighted-average common shares outstanding at December 31, 2023 and 2022 were 19.7 million and 19.4 million, respectively.

Basic weighted-average common shares outstanding at December 31, 2024 and 2023 were 19.6 million.

FAIR VALUE MEASUREMENTS

45 unchanged sentences

NEW ACCOUNTING STANDARD ADOPTED

In June 2016, the FASB issued ASU 2016 - 13 to update the methodology used to measure current expected credit losses (“CECL”).

This ASU applies to financial assets 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 credit loss estimates.

The guidance was adopted on January 1, 2023 using a modified retrospective transition method applied to receivable balances in the Company’s non-leasing segments.

There was no cumulative-effect adjustment to retained earnings/(deficit) upon adoption of the ASU.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ) , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

We have adopted this guidance, which resulted in modifications to our reportable segment disclosures, which can be found in Note 13 to our consolidated financial statements.

NEW ACCOUNTING STANDARDS ISSUED

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) , which requires public entities to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction on an annual basis.

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023 - 09.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220 ) , which requires public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024 - 03.

INVESTMENTS IN BOND SECURITIES

6 unchanged sentences

Maturities of debt securities at December 31, 2024 and 2023 were as follows:

Amortized Cost

December 31, 2024

December 31, 2023

(in thousands)

3 unchanged sentences

$ 2,687 $ 2,692 $ 3,135 $ 3,139

$ 3,135 $ 3,139 $ 2,983 $ 2,992

The fair value of debt securities were measured using Level 1 inputs which are based on quotes for trades occurring in active markets for identical assets.

ASSETS HELD FOR SALE

Assets held for sale consisted of the 46 -acre Central Resort project located in Kapalua.

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

Terms of the agreement were subsequently amended to include a closing condition requiring the Maui Planning Commission to approve a five -year extension of a Special Management Area (“SMA”) permit issued by the County of Maui.

The Company allowed the agreement with the buyer to expire on April 11, 2023.

The application for the extension of the SMA permit is being managed by the Company.

In 2023, Management reclassified the accumulated costs to deferred development while the project is being developed.

Assets held for sale consist of non-strategic land parcels identified for sale at December 31, 2024.

There are twelve parcels that total in excess of 373 acres, and carry a historical cost basis of approximately $ 82,000 .

Three parcels are actively listed for sale with a combined acreage of 16.4 acres and aggregate listing price amount to $ 10,900,000 .

PROPERTY & EQUIPMENT

Property and equipment at December 31, 2024 and 2023 consist of the following:

(in thousands)

$ 7,715 $ 5,052

Land improvements

13,158 13,853

22,976 22,869

Machinery and equipment

Construction in progress

Total property and equipment

54,340 52,274

Less accumulated depreciation

( 36,939 ) ( 36,215 )

Property and equipment, net

$ 17,401 $ 16,059

Most of the Company’s 22,300 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost.

More than 20,000 acres of land 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 includes approximately 900 acres within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui encompassing approximately 3,000 acres.

The Company’s remaining 1,500 acres of land are located in Upcountry Maui in an area commonly known as Hali‘imaile and are mainly comprised of leased agricultural fields, including related processing and maintenance facilities.

More than 20,000 acres of land are located in West Maui and comprise a largely contiguous that extends from the sea to an elevation of approximately 5,700 feet.

This area includes approximately 900 acres entitled for mixed-use development within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui.

The Company’s remaining approximate 1,500 acres of land are located in Upcountry Maui in an area commonly known as Hali‘imaile and are mainly comprised of agricultural fields, ranch lands and industrial and retail properties.

Land Improvements

8 unchanged sentences

Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations.

INVESTMENT IN JOINT VENTURE

INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

In December 2023, the Company entered into a joint venture agreement with a local developer to form a Hawai‘i limited liability company ( "BRE2 LLC").

The Company's initial capital contribution to BRE2 LLC consisted approximately 31 acres of former pineapple lands in Hali‘imaile valued at $ 1.6 million.

Net proceeds from the sales of improved agricultural lots will be distributed according to terms of the joint venture agreement.

The first lot sold for $ 1.8 million in December 2024 and the second lot sold for $ 2.4 million in February of 2025.

The Company received a distribution from BRE2 LLC in the amount of $ 1.0 million during the year ended December 31, 2024, the remaining distributions of approximately $ 1.1 million is expected to be received in 2025 which is comprised of $ 0.6 million in remaining return of equity and approximately $ 0.5 million in net profit.

LONG-TERM DEBT

The Company has available a $ 15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”).

On December 23, 2021, the Company executed a Fourth Loan Modification Agreement and Second Amended and Restated Credit Agreement (“Agreements”) extending the maturity date of the Credit Facility to December 31, 2025.

The Agreements provide revolving or term loan borrowing options.

4 unchanged sentences

There are no commitment fees on the unused portion of the Credit Facility.

At December 31, 2024, $ 12.0 million was available from our Credit Facility, as the Company borrowed $ 3,000,000 during the year ended December 31, 2024 .

The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type.

2 unchanged sentences

The Company was in compliance with the covenants under the Credit Facility as of December 31, 2024.

In July 2024 the Company took out a loan to finance equipment purchases.

The loan carried a principal amount of $ 338,720 , 0 % interest rate and a monthly payment of $ 7,057 .

The loan matures in July of 2028.

At December 31, 2024, long-term debt principal payments and imputed interest on this 0% loan for the next four years to maturity are as follows:

Years ending December 31,

ACCRUED RETIREMENT BENEFITS

3 unchanged sentences

$ 912 $ ( 33 )

Non-qualified retirement plan

Non-qualified retirement plans

Less current portion

7 unchanged sentences

The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits was discontinued.

In November 2022, the Company signed a purchase agreement with an insurer to annuitize the scheduled pension payments of 167 participants currently receiving benefits.

Approximately $ 14.5 million was paid to the insurer from plan assets for the group annuity contract.

The measurement date for the Company’s benefit plan disclosures is December 31 of each year.

The changes in benefit obligations and plan assets for the years ended December 31, 2024 and 2023, and the funded status of the plans and assumptions used to determine benefit information at December 31, 2024 and 2023 were as follows:

Years Ended December 31,

(in thousands)

10 unchanged sentences

Change in plan assets:

13,860 13,783

Fair value of plan assets at beginning of year

1 unchanged sentence

Actual return on plan assets

1,137 ( 7,241 )

Employer contributions

Benefits paid

( 2,314 ) ( 1,188 )

Benefits paid

Fair value of plan assets at end of year

10 unchanged sentences

Rate of compensation increase

Accumulated other comprehensive loss of $ 6.9 million and $ 8.3 million at December 31, 2023 and 2022, respectively, represent the net actuarial loss which have not yet been recognized as a component of pension and other post-retirement expense.

Accumulated other comprehensive loss of $ 6.9 million at December 31, 2024 and 2023, respectively, represent the net actuarial loss which have not yet been recognized as a component of pension and other post-retirement expense.

Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows:

Years Ended December 31,

(in thousands)

Pension and other benefits:

Pensions and other benefits:

Interest cost

$ 783 $ 1,034

Expected return on plan assets

( 695 ) ( 657 )

Recognized net actuarial loss

Amortization of net loss

Settlement expense

Pension expense

$ 436 $ 7,885

Other changes in plan assets and benefit obligations recognized in comprehensive income:

Pension and other postretirement expenses

Other changes in plan assets and benefits obligations recognized in comprehensive income:

Net loss (gain)

23 unchanged sentences

Observable Inputs

Measured at NAC as

a practical expedient

ACIT equity funds

4 unchanged sentences

$ - $ 11,441 $ - $ 11,441

$ - $ 13,790 $ 70 $ 13,860

2023 Fair Value Measurements

5 unchanged sentences

Observable Inputs

Measured at NAC as

a practical expedient

ACIT equity funds

15 unchanged sentences

Years ending December 31,

The Company made a voluntary contribution of $ 5.7 million to its defined benefit pension plan in August 2022.

No minimum contributions were required in 2023.

2029-2033 614

No minimum contributions were required in 2024 or 2023.

The termination notification of the Qualified Plan originally made on August 31, 2023, was amended to November 30, 2023.

The change in timing provided for the Company to issue lump sum distributions in the fourth quarter of 2024 amounting to approximately $ 1.1 million and final annuitization of plan participants to take place in the first and second quarters of 2025.

The cost of the final annuitization for the participants amounted to approximately $ 11.7 million, paid from the pension assets.

An estimated settlement charge (non-cash GAAP expense) between $ 7.0 million to $ 8.0 million will be recognized at the time of final annuitization and plan termination.

CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $ 4.3 million, $ 0.4 million, and $ 0.3 million at December 31, 2024, 2023 and 2022, respectively.

In 2024, $ 3.5 million of contract receivable is due to the outstanding progress billing from the temporary homes construction project and the remaining $ 0.8 million is due from Kapalua Club receivable, utility fees receivable and conservation grants receivable from the State of Hawaii.

Deferred license fee revenue

17 unchanged sentences

Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers have agreed to pay for 90% of capital costs to install filtration systems in any future water wells if the presence of a nematicide, commonly known as DBCP, exceeds specified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells.

The Company paid approximately $ 22,000 and $ 21,000 for the reimbursement of filtration and maintenance costs during the years ending December 31, 2023 and 2022, respectively.

The Company paid approximately $ 23,000 for the reimbursement of filtration and maintenance costs during the years ended December 31, 2024 and 2023.

The Company is presently not aware of any plans by the County of Maui to install other filtration systems or to drill any water wells in areas affected by agricultural chemicals.

17 unchanged sentences

Years ending December 31,

The Company recognized rent expense from operating leases of $ 34,000 and $ 49,000 for the years ended December 31, 2023 and 2022, respectively.

A right-of-use asset was recorded in Other current assets and the related lease liability in Other current liabilities.

The present value of remaining contractual payments related to operating leases were $ 23,000 and $ 53,000 at December 31, 2023 and 2022, respectively.

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 under the Company’s 2017 Equity and Incentive Award Plan (“Equity Plan”).

Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan.

Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of three years.

Their share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of three years.

Share-based compensation is valued based on the average of the high and low share price on the date of grant.

2 unchanged sentences

All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Directors receive both cash and equity compensation under the Equity Plan.

Share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant.

Directors receive both cash and share-based compensation under the Equity Plan.

Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant.

Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan.

Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested.

All unvested restricted shares are forfeited upon the grantee’s termination of directorship from the Company.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors during the quarter ended June 30, 2023.

The number of common shares subject to option for annual board service, board committee service, and continued service of the Chairman of the Board are 0.3 million shares, 0.1 million shares, and 0.4 million shares, respectively.

All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in 2024 and 2023 .

Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods.

The option agreements provide for accelerated vesting if there is a change in control in ownership.

For annual board service and board committee service, stock option grants have a contractual period of ten years and vest quarterly over 12 months.

The exercise price per share is based on the average of the high and low share price on the date of grant, or $ 12.11 per share.

The number of common shares subject to options granted in 2023 for annual board service, board committee service, and continued service of the Chairperson of the Board are 250,000 shares, 78,000 shares, and 400,000 , respectively.

For annual board service and board committee service, the stock options granted have a contractual period of ten years and vest quarterly over one year.

The exercise price per share was based on the average of the high and low share price on the date of grant, or $ 12.11 per share.

The fair value of these grants using the Black-Scholes option-pricing model was $ 3.88 per share based on an expected term of 5.25 years, expected volatility of 28 %, and a risk-free rate of 4.16 %.

During the year ended December 31, 2023, 0.3 million of stock options vested and none were exercised or forfeited.

There were 0.1 million of unvested share options, or $ 0.3 million of unrecognized compensation cost, related to annual board services and board committee service at December 31, 2023.

For continued service of the Board's Chairman, the stock option grant has a contractual period of ten years and vests annually as follows:

0.1 million shares on June 1, 2024, 0.1 million shares on June 1, 2025, and 0.1 million shares on June 1, 2026.

The exercise price per share is based on the average of the high and low share price on the date of grant, or $ 9.08 per share.

The fair value of the grant using the Black-Scholes option-pricing model was $ 3.94 per share based on an expected term of 6.12 years, expected volatility of 37 %, and a risk-free rate of 3.49 %.

There were 0.4 million of unvested share options, or $ 1.2 million or unrecognized compensation cost, related to the continued service of the Board's Chairman at December 31, 2023

The simplified method described in Staff Accounting Bulletin No.

107 was used by management due to the lack of historical option exercise behavior, Management does not anticipate future forfeitures to be material.

The Company does not currently issue dividends.

Share-based compensation expense totaled $ 2.8 million and $ 1.3 million for the years ended December 31, 2023 and 2022, respectively.

Included in these amounts were $ 1.2 million and $ 0.9 million of restricted common stock vested during the years ended December 31, 2023 and 2022, respectively, and $ 1.4 million of stock options vested during the year ended December 31, 2023.

In January 2024, an option to purchase 0.4 million shares of the Company’s common stock under the Equity Plan was granted to the Company's CEO.

During the year ended December 31, 2024 , 215,334 shares underlying the stock options granted to directors in 2023 for annual board and committee service vested.

No shares underlying the 2023 stock option grants to directors remain unvested.

For continued board service of the Chairperson, the stock option grant has a contractual period of ten years which vests as follows:

133,334 shares on June 1, 2024 , 133,333 shares on June 1, 2025 , and 133,333 shares on June 1, 2026 .

The exercise price per share was based on the average of the high and low share price on the date of grant, or $ 9.08 per share.

The fair value of these grants using the Black-Scholes option-pricing model was $ 3.94 per share based on an expected term of 6.12 years, expected volatility of 37 %, and a risk-free rate of 3.49 %.

There were 266,666 of unvested share options, or $ 0.7 million of unrecognized compensation cost, at December 31, 2024 .

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Chief Executive Officer in January 2024 .

The stock option grant has a contractual period of ten years and vests annually as follows:

0.1 million shares on January 1, 2025, 0.1 million shares on January 1, 2026, and 0.1 million shares on January 1, 2027.

The exercise price per share is based on the average of the high and low share price on the date of grant, or $ 15.75 per share.

133,334 shares on January 1, 2025 , 133,333 shares on January 1, 2026 , and 133,333 shares on January 1, 2027 .

The exercise price per share was based on the average of the high and low share price on the date of grant, or $15.75 per share.

The stock option grant is valued at the commitment date, based on the fair value, and recognized as share-based compensation expense on a straight-line basis over its vesting period beginning in January 2024 .

The fair value of the grant using the Black-Scholes option-pricing model was $6.02 per share at January 1, 2024 based on an expected term of 6.00 years, expected volatility of 31 %, and a risk-free rate of 3.82 %.

There were 400,000 shares of unvested share options, or $ 1.6 million of unrecognized compensation cost at December 31, 2024.

The number of common shares subject to options granted in 2024 for annual board service and board committee service were 312,500 and 87,000 , respectively.

These option grants have a contractual period of ten years and vest quarterly over one year.

The exercise price per share was based on the average of the high and low share price on the date of grant, or $ 22.25 per share.

The fair value of these grants using the Black-Scholes option-pricing model was $ 8.87 per share based on an expected term of 5.25 years, expected volatility of 32.1 %, and a risk-free rate of 4.40 %.

During the year ended December 31, 2024 , 303,125 shares of stock options granted to directors in 2024 for annual board and committee service vested.

There were 96,375 shares of unvested share options, or $ 0.9 million of unrecognized compensation cost at December 31, 2024 .

The simplified method described in Staff Accounting Bulletin No.

107 was used by management due to the lack of historical option exercise behavior.

The Company does not currently issue dividends.

There were no forfeitures of stock option grants as of December 31, 2024.

Management does not anticipate future forfeitures to be material.

Share-based compensation expenses totaled $ 6.3 million and $ 2.8 million for the years ended December 31, 2024 and 2023 , respectively.

Included in these amounts were $ 0.6 million of restricted common stock vested during the years ended December 31, 2024 and 2023, and $ 4.3 million and $ 1.4 million of stock options vested during the years ended December 31, 2024 and 2023 , respectively.

On August 5, 2024, R.

Scot Sellers, a director and Chairperson of the Board, Steve Case, a director, and Race A.

Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and common stock grants.

The Equity Plan was amended in February 2023 to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares.

Sellers received options to purchase 63,500 shares and 18,804 shares of restricted common stock that exceeded the 400,000 share limit.

In February 2024, Mr.

Randle received 28,511 shares of restricted common stock that exceeded the 400,000 share limit.

In addition, although grants to Mr.

Case did not exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in 2023 amounting to 6,659 shares of restricted common stock and options to purchase 56,000 shares, and options and restricted common stock issued in 2024 amounting to 3,124 shares of restricted common stock and options to purchase 56,000 shares.

The cancellation of the options and restricted common stock grants resulted in recognizing the remaining unvested awards of options and restricted common stock grants immediately.

In the third quarter of 2024, $ 631,000 was recognized as expense due to the cancellations, $ 402,000 due to the cancellation of Mr.

Case’s options and restricted common stock grants and $ 229,000 due to the cancellation of Mr.

Randle’s restricted common stock grants.

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

2 unchanged sentences

Reconciliations between the total income tax expense (benefit) and the amount computed using the statutory federal rate of 21 % for the years ended December 31, 2024 and 2023 were as follows:

Year Ended December 31,

(in thousands)

6 unchanged sentences

Deferred tax assets were comprised of the following temporary differences as of December 31, 2024 and 2023:

(in thousands)

Year Ended December 31,

Net operating loss and tax credit carryforwards

10 unchanged sentences

( 31,341 ) ( 29,436 )

Net deferred tax assets

Net deferred tax asset

Valuation allowances at December 31, 2024 and 2023 have been established to reduce future tax benefits not expected to be realized.

2 unchanged sentences

The Company also had approximately $ 8.9 million in federal and state NOL carryforwards at December 31, 2024 that do not expire.

The Company is subject to U.S.

federal income tax as well as income tax in Hawaii.

The Company is currently open to examination by taxing authorities for tax years ended after 2020.

The Company recognizes and reports interest and penalties related to unrecognized tax benefits if applicable, within the provision for income tax expense.

The Company had no unrecognized tax benefits for the years ended December 31, 2024 and 2023, and therefore did not recognize any interest expense or penalties on unrecognized tax benefits.

SEGMENT INFORMATION

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer, its chief decision maker, and the Board of Directors in assessing performance and determining the allocation of resources.

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer, its chief operating decision maker, and the Board of Directors in assessing performance and determining the allocation of resources.

Reportable operating segments in 2024 were as follows:

Land development and sales includes development activities, such as land planning and entitlement, and the sale of real estate inventory.

Land development and sales operations consist of land planning and entitlement, development, development related construction, and sales of land assets.

Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities.

3 unchanged sentences

Condensed consolidated financial information for each of the Company’s reportable segments for the years ended December 31, 2024 and 2023 (in thousands) were as follows:

Land Development & Resort

Sales Leasing

Land Development

Resort Amenities

Operating revenues (1)

6 unchanged sentences

( 645 ) ( 859 ) ( 215 ) ( 8,890 ) ( 10,609 )

Operating income (loss)

Operating loss

( 1,229 ) 3,088 ( 268 ) ( 8,945 ) ( 7,354 )

Pension and other post-retirement expenses

Pension and other postretirement expenses

Interest expense

Loss on asset disposal

Income from continuing operations

2 unchanged sentences

$ 21,695 (4) $ 16,672 $ 1,323 $ 10,449 $ 50,139

Land Development and

Sales Leasing

Amounts are principally revenues from external customers and exclude equity in earnings of affiliates.

Includes expenditures for property and deferred costs.

Segment assets are located in the United States.

The Land Development and Sales segment includes a $ 1.0 million equity method investment as of December 31, 2024.

Land Development

Resort Amenities

Operating revenues (1)

1 unchanged sentence

Operating costs and expenses

( 595 ) ( 4,420 ) ( 1,532 ) - ( 6,547 )

Depreciation expense

- ( 861 ) - ( 8 ) ( 869 )

General and administrative expenses

Operating income (loss)

( 908 ) ( 456 ) ( 393 ) ( 5,087 ) ( 6,844 )

Pension and other post-retirement expenses

Operating loss

( 1,503 ) 2,724 ( 1,097 ) ( 5,095 ) ( 4,971 )

Pension and other postretirement expenses

Interest expense

Gain from derecognition of nonfinancial asset

Income from continuing operations

5 unchanged sentences

Segment assets are located in the United States.

The Land Development and Sales segment includes a $ 1.6 million equity method investment

The Land Development and Sales segment includes a $ 1.6 million equity method investment as of December 31, 2023.

Allowance for credit losses for 2024 and 2023 were as follows:

Beginning of Year

Balance at Beginning

Balance at End

(in thousands)

4 unchanged sentences

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 8. Financial Statements and Supplementary Data