Maui Land & Pineapple Restates Financials

TL;DR

MLP is ditching old financials due to accounting review on land sales. Big red flag!

AI Summary

Maui Land & Pineapple Co., Inc. announced on January 3, 2025, that it will not rely on previously issued financial statements for the fiscal year ended December 31, 2023, and interim periods thereafter. This decision stems from an ongoing internal review of the company's accounting for certain land sales and related transactions.

Why It Matters

Investors should be aware that past financial reporting may be inaccurate, potentially impacting the company's valuation and future investment decisions.

Risk Assessment

Risk Level: high — The company is retracting previously issued financial statements, indicating potential material weaknesses in internal controls or accounting practices.

Key Players & Entities

• MAUI LAND & PINEAPPLE CO INC (company) — Registrant
• January 3, 2025 (date) — Date of earliest event reported
• December 31, 2023 (date) — Fiscal year end for which financial statements are affected
• MLP (company) — Trading Symbol

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value MLP New York Stock Exchan
• $1.6 million — estioned the reporting of approximately $1.6 million in operating revenue in the Land Develo

Filing Documents

• mlp20250109_8k.htm (8-K) — 25KB
• 0001437749-25-000870.txt ( ) — 159KB
• mlp-20250103.xsd (EX-101.SCH) — 3KB
• mlp-20250103_def.xml (EX-101.DEF) — 12KB
• mlp-20250103_lab.xml (EX-101.LAB) — 15KB
• mlp-20250103_pre.xml (EX-101.PRE) — 12KB
• mlp20250109_8k_htm.xml (XML) — 3KB

02 NON-RELIANCE ON PERVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT

ITEM 4.02 NON-RELIANCE ON PERVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT In connection with the filing of Maui Land and Pineapple Company, Inc.'s ("MLP" or the "Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Form 10-K"), the Company received a Securities and Exchange Commission ("SEC") comment letter issued in the ordinary course of the SEC's review of the Company's periodic filings. The letter questioned the reporting of approximately $1.6 million in operating revenue in the Land Development and Sales business segment due to the value of a 30-acre parcel of land in Haliimaile, Hawaii, that the Company contributed as an equity contribution to the BRE2 LLC joint venture. Beginning in 2023, and in conjunction with a board and executive leadership transition, the Company committed to reviewing its approximately 23,300 acres of land to increase its productive use and unlock value for its stockholders. In alignment with this direction, the Company entered into the joint venture to develop the 30-acre parcel of land to be sold into custom house lots. Consistent with the Company's prior practices of reporting parcel sales as a land holding company, the $1.6 million was reported as operating revenue as a non-cash land transaction with consideration. In subsequent discussions and correspondence with the SEC, the Company concluded that the $1.6 million land contribution originally classified as operating revenue within the Land Development and Sales business segment should have been reported as a gain on the derecognition of a land asset rather than operating revenue. This error was previously disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletins 99, Materiality , the Company and the Audit Committee (the "Audit Committee") of the board of directors (the "Bo

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements regarding the Company's plans to amend and restate the Company's consolidated financial statements for the year ended, December 31, 2023. These forward-looking statements are based upon the current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond the control of the Company. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC's Internet site (http://www.sec.gov). We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether because of new information, future developments or otherwise. You should evaluate all forward-looking statements made herein in the context of the risks and uncertainties disclosed in the Company's Annual Report of Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MAUI LAND & PINEAPPLE COMPAN

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View this 8-K filing on SEC EDGAR