10-Q: Maui Land & Pineapple Reports Q3 2025 Net Income Amid Strategic Shifts
Quarterly Report
Maui Land & Pineapple Company, Inc. reported a net income of $0.24 million for the third quarter of 2025, a significant improvement from a net loss in the prior year, driven by increased land development and leasing revenues.
Summary
- Reported a net income of $0.24 million for the three months ended September 30, 2025, a substantial improvement from a net loss of $2.24 million in the same period of 2024.
- Total operating revenues increased by 49.4% to $4.53 million for Q3 2025, up from $3.03 million in Q3 2024.
- Land development and sales revenue significantly increased to $0.77 million in Q3 2025 from $0 in Q3 2024, and to $4.21 million for the nine months ended September 30, 2025, from $0.20 million in the prior year.
- Leasing operating revenues rose by 29.3% to $3.53 million for Q3 2025, up from $2.73 million in Q3 2024, and by 39.2% to $9.95 million for the nine months ended September 30, 2025, from $7.15 million in the prior year.
- The net loss for the nine months ended September 30, 2025, widened to $9.40 million from $5.48 million in the prior year, primarily due to a $6.56 million non-cash pension settlement expense.
- Cash and cash equivalents decreased to $4.93 million at September 30, 2025, from $6.84 million at December 31, 2024.
- Commercial property occupancy increased from 86% to 91% from January 1, 2025, to September 30, 2025.
- Initiated a new Agave venture with over 15,000 plants in the ground, anticipating a 7-9 year growth cycle until maturity for production.
- The company is in the final stages of renewing its $15.0 million revolving line of credit facility, which matures on December 31, 2025.
- New legal proceedings were filed against the company concerning irrigation water rights and the validity of Kapalua Resort Association annexations and voting rights.
Sentiment
Score: 7
Explanation: The company showed strong revenue growth and a return to net income in the quarter, driven by land sales and leasing. Strategic initiatives like the Agave venture and Honokeana Homes project are underway. However, the nine-month net loss widened due to a large pension settlement expense, cash declined, and significant legal challenges and the expiration of a major land sale agreement present ongoing uncertainties. The renewal of the credit facility is a positive, but the overall financial position remains somewhat constrained.
Positives
- Net income of $0.24 million for the three months ended September 30, 2025, a substantial improvement from a net loss of $2.24 million in the same period last year.
- Total operating revenues increased by 49.4% to $4.53 million for Q3 2025, up from $3.03 million in Q3 2024.
- Land development and sales segment saw a significant increase in operating revenues to $0.77 million in Q3 2025 from $0 in Q3 2024, and to $4.21 million for the nine months ended September 30, 2025, from $0.20 million in the prior year.
- Leasing operating revenues increased by 29.3% to $3.53 million for Q3 2025, up from $2.73 million in Q3 2024, and by 39.2% to $9.95 million for the nine months ended September 30, 2025, from $7.15 million in the prior year.
- Commercial property occupancy increased from 86% to 91% from January 1, 2025, to September 30, 2025.
- Operating loss significantly reduced to $0.36 million in Q3 2025 from $2.23 million in Q3 2024.
- Share-based compensation expenses decreased by $1.5 million in Q3 2025 and $1.3 million for the nine months ended September 30, 2025, compared to the prior year, due to fully vested director stock options and a shift away from options in compensation strategy.
- Successful final termination of the Defined pension plan during Q3 2025, recognizing a final expense recovery of $0.59 million.
- Compliance with all debt covenants for the Credit Facility at September 30, 2025.
- A strategic review of water source and transmission assets was initiated, forming a new Board subcommittee.
Negatives
- Net loss for the nine months ended September 30, 2025, widened to $9.40 million from $5.48 million in the prior year, primarily due to a $6.56 million non-cash pension settlement expense.
- Cash and cash equivalents decreased by $1.91 million from $6.84 million at December 31, 2024, to $4.93 million at September 30, 2025.
- Net cash used in operating activities for the nine months ended September 30, 2025, was $1.65 million, compared to $0.15 million provided by operating activities in the prior year.
- The remaining investment value of approximately $40,000 in the BRE2 LLC joint venture was written off in September 2025.
- Accrued retirement benefits (noncurrent portion) decreased from $2.37 million at December 31, 2024, to $1.45 million at September 30, 2025, reflecting the significant settlement expense.
- Legal proceedings were initiated against the company regarding irrigation water from Honokohau Stream and the validity of Kapalua Resort Association annexations and voting rights.
- The Kapalua Central Resort project, previously under a $40.0 million sale agreement, expired on April 11, 2023, and continues to be marketed for sale or development with partner(s).
Risks
- The occurrence of natural disasters such as the Maui wildfires, changes in weather conditions, or threats of contagious diseases.
- Concentration of credit risk on deposits held at banks in excess of FDIC insured limits and in receivables due from the commercial leasing portfolio.
- Unstable macroeconomic market conditions, including energy costs, credit markets, interest rates, tariffs, inflationary pressures, and changes in income and asset values.
- Risks associated with real estate investments, including demand for real estate and tourism in Hawaii and Maui.
- Security incidents through cyber-attacks or intrusions on information systems.
- Ability to complete land development projects within forecasted time and budget expectations.
- Risks associated with crop damages and losses, particularly for the new Agave venture.
- Ability to obtain required land use entitlements at reasonable costs.
- Ability to compete with other developers of real estate on Maui.
- Risks associated with joint ventures.
- Potential liabilities and obligations under various federal, state, and local environmental regulations, including the ongoing DOH Order regarding wastewater effluent violations.
- Ability to cover catastrophic losses in excess of insurance coverages.
- Unauthorized use of trademarks could negatively impact the business.
- Ability to establish and maintain effective internal controls over financial reporting.
- Ability to comply with funding requirements of retirement plans.
- Ability to comply with the terms of indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date.
- Availability of capital on terms favorable to the company, and ability to raise capital through the sale of certain real estate assets, or at all.
- Risks related to common stock, including stock price volatility, low trading volume, and affiliate ownership.
- Changes in U.S. accounting standards adversely impacting the company.
- Legal proceedings related to alleged failure to provide irrigation water and disputes over Kapalua Resort Association annexations and voting rights, with financial impact currently undetermined.
Future Outlook
The company anticipates additional near-term sales revenues (1-3 years) from remnant parcels and improved land in active marketing. Unimproved land in active planning and improvements will likely require three or more years before revenue generation. Cashflow from commercial properties is expected to increase in coming years as stabilization is reached and near-term costs for tenant improvements and leasing are funded. The new Agave venture's plants are anticipated to take seven to nine years to achieve maturity for production, with revenues recognized upon sale of agave and related products. A decrease in future share-based compensation expenses is expected as the company shifts away from using options. Management believes current cash and investment balances, cash from ongoing operating activities, and available borrowings under the Credit Facility will provide sufficient liquidity for the next twelve months and the foreseeable longer term.
Management Comments
- "We are driven by a renewed mission to strategically maximize the use of our assets, resulting in added value to the Company and improved quality of life on Maui for future generations."
- "From January 1, 2025 to September 30, 2025, the team has increased commercial property occupancy from 86% to 91%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers."
- "This effort will continue, along with capital improvements necessary to continue attracting top tier tenants."
- "We anticipate cashflow from our commercial properties to increase in the coming years, as we reach stabilization and fund the near-term costs for tenant improvements and leasing costs inherent with new tenancies."
- "Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market."
- "The business aligns with our focus on creating living wage jobs for local families, connecting people to the land, and boosting environmental and economic sustainability."
- "Our strategy complements our ongoing leasing and development projects, and utilizes our prime landholdings to enable revenue upside potential from vertical integration with on-island distillation, regenerative agri-tourism and global distribution."
- "While the Company will continue to use equity as part of its compensation strategy, it does not anticipate using options. We expect a decrease in share-based compensation expenses in the future as a result."
- "We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next twelve months and the foreseeable longer term."
Industry Context
The company operates in Maui, Hawaii, a market significantly impacted by the August 2023 wildfires, which created a shortage of primary housing and job losses. The company's efforts to provide land for housing (Honokeana Homes project) and create living wage jobs are directly responsive to these local industry and community needs. The increase in leasing revenues and commercial property occupancy suggests a recovery in tourism and visitor traffic to Maui, returning to pre-pandemic levels, despite the wildfire impact. The new Agave venture aligns with trends in sustainable agriculture and demand for agave-based products, potentially diversifying the company's revenue streams beyond traditional real estate and tourism. The company faces competition from other property owners and developers in Maui.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Subcommittee Formation | A new Board subcommittee was formed, chaired by Director Ken Ota, to conduct a strategic review of water source and transmission assets. | September 2025 | Aims to maximize rainfall capture and aquifer recharge, critical for West Maui's water supply, and address water-related assets. |
Legal Proceedings
- Wastewater Effluent Violations: The State of Hawaii Department of Health (DOH) issued a Notice and Finding of Violation and Order on December 31, 2018, for alleged wastewater effluent violations related to the company's Upcountry Maui wastewater treatment facility. The DOH agreed to defer the Order on February 15, 2024, as the company works to resolve and remediate the facility's wastewater effluent issues through an approved corrective action plan. The financial impact cannot be determined or estimated.
- Irrigation Water Dispute: On August 18, 2025, a complaint was filed in the Circuit Court of the Second Circuit, State of Hawaii, against the company by TY Management Corporation and others, alleging failure to provide irrigation water from Honokohau Stream. The complaint seeks declaratory and injunctive relief and unspecified monetary damages. The company answered the complaint and filed a counterclaim in September 2025. The financial impact cannot be determined or estimated.
- Kapalua Resort Association Annexation Dispute: On September 25, 2025, a second lawsuit was filed in the Circuit Court of the Second Circuit, State of Hawaii, against certain directors of the Kapalua Resort Association (KRA) and the company as declarant of the KRA, alleging that annexations and related voting rights are invalid. This dispute has delayed the KRA's annual meeting. The financial impact cannot be determined or estimated, and KRA is responsible for the defense of the named directors.
Stakeholder Impact
- Shareholders: Potential for increased value from strategic asset maximization and new ventures (Agave), but also risk from legal proceedings, stock price volatility, and low trading volume.
- Employees: Focus on creating living wage jobs for local families through new ventures like Agave farming.
- Customers (Leasing tenants): Efforts to enhance variety and quality of experiences in town centers, re-tenanting, and converting leases to market rates.
- Community (Maui residents): Provision of land for primary housing (Honokeana Homes for wildfire victims), sustainable agriculture, conservation, and cultural uses. Water system management is critical for West Maui.
- Creditors: Compliance with debt covenants for the credit facility, and ongoing renewal process.
- Regulatory Authorities: Ongoing engagement with the State of Hawaii DOH regarding wastewater treatment and compliance with state water laws.
Next Steps
- Continue efforts to re-tenant, re-merchandise, and convert below-market leases to current market rates in commercial centers.
- Continue capital improvements to attract top-tier tenants to commercial properties.
- Progress portfolio-wide strategic plans across landholdings to prioritize and guide actions.
- Complete improvements and realize revenue generation from unimproved land in active planning (expected in three or more years).
- Fund soft cost improvements through commercial property/leasing cashflow, remnant parcel sales, or the revolving line of credit.
- Fund infrastructure and site improvement hard costs primarily through project presale deposits and construction financing.
- Cultivate agave plants for 7-9 years until maturity for production.
- Pursue investment opportunities or fund the agave venture with working capital during its growth cycle.
- Recognize revenues from agave, agave byproducts, and finished products as they are sold.
- Continue to work with the DOH to coordinate timing and approval of the Plan to implement technical solutions for the wastewater effluent issues.
- Fully defend against allegations and prosecute counterclaims in the irrigation water lawsuit.
- Fully defend against and prosecute allegations in the Kapalua Resort Association annexation lawsuit.
- Renew the $15.0 million revolving line of credit facility with First Hawaiian Bank, effective December 31, 2025.
Key Dates
| Date | Description |
|---|---|
| May 13, 2022 | Terms of the Kapalua Central Resort sale agreement were amended to include a closing condition requiring SMA permit approval. |
| July 18, 2022 | Company reincorporated from Hawaii to Delaware. |
| April 11, 2023 | Sale agreement for the Kapalua Central Resort project expired. |
| August 8, 2023 | Maui wildfires occurred, directly and critically impacting West Maui. |
| December 2023 | Company entered into a joint venture agreement with a local developer to form BRE2 LLC. |
| January 15, 2024 | A feasibility study was prepared and submitted to the company identifying technical solutions for the Upcountry Maui wastewater treatment facility. |
| February 15, 2024 | The State of Hawaii Department of Health (DOH) agreed to defer the Order regarding wastewater effluent violations. |
| March 14, 2024 | The company submitted a plan and proposed solution to resolve the DOH Order. |
| December 2024 | The first lot from the BRE2 LLC joint venture sold for $1.8 million. |
| February 2025 | The second lot from the BRE2 LLC joint venture sold for $2.4 million. |
| Second quarter of 2025 | Planting of agave was initiated. |
| August 18, 2025 | A complaint was filed in the Circuit Court of the Second Circuit, State of Hawaii, against the company by TY Management Corporation and others regarding irrigation water from Honokohau Stream. |
| September 2025 | The company answered the irrigation water complaint and filed a counterclaim. |
| September 2025 | The remaining investment value of approximately $40,000 in the BRE2 LLC joint venture was written off. |
| September 25, 2025 | A second lawsuit was filed against certain directors of the Kapalua Resort Association (KRA) and the company as declarant of the KRA, alleging invalid annexations and voting rights. |
| September 30, 2025 | End of the quarterly period covered by this report. |
| October 10, 2025 | The company petitioned the Second Circuit Court, State of Hawaii, to set the statutorily required annual meeting of the KRA. |
| November 10, 2025 | Latest practicable date for reporting common stock shares outstanding (19,741,709 shares). |
| November 14, 2025 | Date of signing of the Form 10-Q report. |
| December 15, 2024 | Effective date for ASU 2023-07 (Segment Reporting) for interim periods within fiscal years beginning after this date. |
| December 15, 2024 | Effective date for ASU 2023-09 (Income Taxes) for fiscal years beginning after this date. |
| December 15, 2026 | Effective date for ASU 2024-03 (Expense Disaggregation Disclosures) for fiscal years beginning after this date. |
| December 31, 2025 | Maturity date of the $15.0 million revolving line of credit facility with First Hawaiian Bank. |
Recommendation
holdThe company demonstrates strong operational improvements in Q3 2025, with significant revenue growth in land development and leasing, and a return to quarterly net income. Strategic initiatives like the Honokeana Homes project and the Agave venture show potential for long-term value creation and community engagement. However, the substantial nine-month net loss driven by a non-cash pension settlement, declining cash reserves, and new legal challenges introduce considerable uncertainty and risk. The expiration of the Kapalua Central Resort sale agreement also removes a near-term liquidity event. While the company is actively managing its assets and addressing challenges, the combination of positive momentum and significant headwinds suggests a 'Hold' position until there is clearer resolution on the legal proceedings, a successful refinancing of the credit facility, and more tangible progress on the larger development projects and the Agave venture. The stock's low trading volume and affiliate ownership also warrant caution.
Keywords
Maui real estate, land development, Hawaii tourism, Kapalua Resort, Agave farming, SEC 10-Q, financial results, leasing, property management, corporate governance, environmental compliance, wildfire impact, pension plan, credit facility
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