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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2008

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)

HAWAII
(State or other jurisdiction
of incorporation or organization)
  99-0107542
(IRS Employer
Identification No.)

P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687
(Address of principal executive offices)

Registrant's telephone number, including area code:
(808) 877-3351

NONE
(Former name, former address and former fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý

         Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 
Class
 
Outstanding at May 1, 2008
 
  Common Stock, no par value   8,178,895 shares  




MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES


TABLE OF CONTENTS

 
  Page
PART I. FINANCIAL INFORMATION (unaudited)    

Item 1. Financial Statements

 

 

Condensed Consolidated Balance Sheets,
March 31, 2008 and December 31, 2007

 

3

Condensed Consolidated Statements of Operations and Retained Earnings,
Three Months Ended March 31, 2008 and 2007

 

4

Condensed Consolidated Statements of Cash Flows,
Three Months Ended March 31, 2008 and 2007

 

5

Notes to Condensed Consolidated Financial Statements

 

6

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

 

13

Forward-Looking Statements

 

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

21

Item 4. Controls and Procedures

 

21

PART II. OTHER INFORMATION

 

 

Item 1A. Risk Factors

 

22

Item 5. Other Information

 

22

Item 6. Exhibits

 

23

Signature

 

24

2



PART I    FINANCIAL INFORMATION

Item 1.    Financial Statements


MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 
  3/31/08
  12/31/07
 
 
  (in thousands)

 
ASSETS              
Current Assets              
  Cash and cash equivalents   $ 2,820   $ 1,991  
  Accounts and notes receivable     11,676     10,227  
  Inventories     12,459     11,168  
  Other current assets     6,112     3,735  
   
 
 
    Total current assets     33,067     27,121  
   
 
 
Property     240,674     238,623  
  Accumulated depreciation     (99,663 )   (98,076 )
   
 
 
Property—net     141,011     140,547  
   
 
 
Investments in affiliates     70,142     59,792  
Other assets     46,906     43,716  
   
 
 
Total   $ 291,126   $ 271,176  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current Liabilities              
  Current portion of long-term debt and capital lease obligations   $ 1,641   $ 1,631  
  Trade accounts payable     12,088     15,776  
  Other current liabilities     8,157     10,898  
   
 
 
    Total current liabilities     21,886     28,305  
   
 
 
Non-Current Liabilities              
  Long-term debt and capital lease obligations     91,587     60,077  
  Accrued retirement benefits     29,327     29,349  
  Other non-current liabilities     22,548     23,178  
   
 
 
    Total non-current liabilities     143,462     112,604  
   
 
 
Commitments and Contingencies (Note 16)              
Stockholders' Equity              
  Common stock, no par value—23,000,000 shares authorized, 7,957,850 and 7,959,154 issued and outstanding     34,151     34,168  
  Additional paid-in capital     7,333     6,769  
  Retained earnings     85,540     90,576  
  Accumulated other comprehensive loss     (1,246 )   (1,246 )
   
 
 
    Stockholders' Equity     125,778     130,267  
   
 
 
Total   $ 291,126   $ 271,176  
   
 
 

See accompanying Notes to Condensed Consolidated Financial Statements.

3



MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS

(UNAUDITED)

 
  Three Months Ended
 
 
  3/31/08
  3/31/07
 
 
  (in thousands
except share amounts)

 
Operating Revenues              
  Product revenues   $ 15,272   $ 50,087  
  Service revenues     10,097     10,896  
   
 
 
Total Operating Revenues     25,369     60,983  
   
 
 
Operating Costs and Expenses              
  Cost of product revenues     10,685     13,186  
  Cost of service revenues     9,964     9,076  
  Shipping and marketing     3,806     3,148  
  General and administrative     10,170     11,665  
   
 
 
Total Operating Costs and Expenses     34,625     37,075  
   
 
 
Operating Income (Loss)     (9,256 )   23,908  
Equity in earnings of affiliates     9,375     1,858  
Interest expense     (1,481 )   (711 )
Interest income     244     291  
   
 
 
Income (Loss) Before Income Taxes     (1,118 )   25,346  
Income Tax Expense (Benefit)     (378 )   9,632  
   
 
 
Net Income (Loss)     (740 )   15,714  
Retained Earnings, Beginning of Period     90,576     82,765  
Cumulative impact of change in accounting for pineapple inventories (see Note 6)     326      
Cumulative impact of change in accounting for revenues from real estate sales (EITF 06-8—see Note 8)     (4,622 )    
Cumulative impact of change in accounting for uncertainties in income taxes (FIN 48—see Note 14)         (200 )
   
 
 
Retained Earnings, End of Period   $ 85,540   $ 98,279  
   
 
 
Earnings (Loss) Per Common Share              
  Basic   $ (0.09 ) $ 2.12  
  Diluted   $ (0.09 ) $ 2.10  

See accompanying Notes to Condensed Consolidated Financial Statements.

4



MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
  Three Months Ended
 
 
  3/31/08
  3/31/07
 
 
  (in thousands)

 
Net Cash Used in Operating Activities   $ (15,368 ) $ (2,144 )
   
 
 
Investing Activities              
  Purchases of property     (4,614 )   (7,396 )
  Contributions to affiliates     (7,756 )    
  Proceeds from disposal of property         8,589  
  Other     (2,941 )   (757 )
   
 
 
Net Cash Provided by (Used in) Investing Activities     (15,311 )   436  
   
 
 
Financing Activities              
  Payments of long-term debt and capital lease obligations     (2,506 )   (28,149 )
  Proceeds from long-term debt     34,000     16,050  
  Stock compensation exercises     14     1,313  
  Stock issuance         15,000  
   
 
 
Net Cash Provided by Financing Activities     31,508     4,214  
   
 
 
Net Increase in Cash and Cash Equivalents     829     2,506  
Cash and Cash Equivalents at Beginning of Period     1,991     1,143  
   
 
 
Cash and Cash Equivalents at End of Period   $ 2,820   $ 3,649  
   
 
 

        Supplemental Disclosures of Cash Flow Information—Interest (net of amounts capitalized) of $861,000 and $308,000 was paid during the three months ended March 31, 2008 and 2007, respectively. Income taxes of $10,000 and $200,000 were paid during the three months ended March 31, 2008 and 2007, respectively.

        Non-Cash Investing Activities—In 2008 and 2007, net cash sales proceeds of $2.5 million and $25.0 million, respectively, were deposited with a qualified exchange intermediary for reinvestment on a tax-deferred basis. Amounts included in trade accounts payable for additions to property and other assets totaled $3,315,000 and $4,867,000 at March 31, 2008 and 2007, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

5



MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.
In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the financial position, results of operations and cash flows for the interim periods ended March 31, 2008 and 2007.

2.
The Company's reports for interim periods utilize numerous estimates of production cost, general and administrative expenses, and other costs for the full year. Future actual amounts may differ from the estimates. Amounts in the interim reports are not necessarily indicative of results for the full year.

3.
Net income (loss) was equal to comprehensive income (loss) for the interim periods ended March 31, 2008 and 2007.

4.
The effective tax rate for 2008 and 2007 differs from the statutory federal rate primarily because of the state tax provision and state tax credits.

5.
Accounts and notes receivable are reflected net of allowance for doubtful accounts of $1,271,000 and $327,000 at March 31, 2008 and December 31, 2007, respectively.

6.
Inventories as of March 31, 2008 and December 31, 2007 were as follows:

 
  3/31/08
  12/31/07
 
  (in thousands)

Pineapple products—finished goods   $ 2,516   $ 1,112
Real estate held for sale     3,255     3,255
Merchandise, materials and supplies     6,688     6,801
   
 
Total Inventories   $ 12,459   $ 11,168
   
 
7.
Average Common Shares Outstanding Used to Compute Earnings Per Share

 
  Three Months Ended March 31,
 
  2008
  2007
Basic   7,959,217   7,423,645
Diluted   7,959,217   7,498,932

6


8.
Recently Issued Accounting Pronouncement
9.
Kapalua Bay Holdings, LLC

7


 
  Three Months Ended March 31,
 
  2008
  2007
 
  (in thousands)

Revenues   $ 58,094   $ 19,514
Expenses     42,444     16,914
   
 
Net Income   $ 15,650   $ 2,600
   
 
10.
Ritz-Carlton, Kapalua Hotel JV
11.
Stock-Based Compensation

8


Stock Options

        A summary of stock option award activity as of and for the three months ended March 31, 2008 is presented below:

 
  Shares
  Weighted Average Exercise Price
  Weighted Average
Grant-Date
Fair Value

  Weighted Average Remaining Contractual Term (years)
  Aggregate Intrinsic Value $(000)(1)
Outstanding at December 31, 2007   822,833   $ 32.51                
Granted     $   $          
Exercised   (500 ) $ 27.25   $ 10.07          
Forfeited or Cancelled   (8,000 ) $ 32.75   $ 13.71          
   
                     
Outstanding at March 31, 2008   814,333   $ 32.51   $ 13.30   7.0   $ 1,215
   
                     
Exercisable at March 31, 2008   399,770   $ 30.68   $ 12.70   6.1   $ 734
   
                     
Expected to Vest at March 31, 2008(2)   323,442   $ 34.28   $ 13.89   7.9   $ 482
   
                     

(1)
For in-the-money options

(2)
Options expected to vest reflect estimated forfeitures

        Additional stock option information for the three months ended March 31, 2008 and 2007 follows:

 
  2008
  2007
Weighted average grant-date fair value for options granted during the period     n/a   $ 13.36
Intrinsic value of options exercised $(000)   $ 4   $ 734
Cash received from option exercises $(000)   $ 14   $ 1,313
Tax benefit from option exercises $(000)   $   $
Fair value of shares vested during the period $(000)   $ 559   $ 442

        For the three months ended March 31, 2007, the fair value of the Company's stock options awarded to employees was estimated using the Black-Scholes option pricing model and the following weighted average assumptions:

 
  2007
 
Expected life of options in years   6.5  
Expected volatility   31.5 %
Risk-free interest rate   4.7 %
Expected dividend yield    

        As of March 31, 2008, there was $6,051,000 of total unrecognized compensation for awards granted under the stock option plans that is expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock

        In the three months ended March 31, 2008, 75,000 shares of restricted stock were granted to certain officers pursuant to the 2006 Equity and Incentive Award Plan. The shares will vest subject to achievement of certain performance measures. In the first quarter of 2008, 2,000 shares of restricted stock vested as directors' service requirement were met. The weighted average grant-date fair value of restricted stock granted during the three months ended March 31, 2008 and 2007 was $27.35 and $31.73, per share, respectively.

9


        A summary of the activity for restricted stock awards as of and for the three-month period March 31, 2008 is presented below:

 
  Shares
  Weighted Average Grant-Date Fair Value
Nonvested balance at December 31, 2007   146,795   $ 34.39
Granted   75,000   $ 27.35
Vested   (2,000 ) $ 36.70
Forfeited or Cancelled     $
   
 
Nonvested balance at March 31, 2008   219,795   $ 32.30
   
 
12.
Components of Net Periodic Benefit Cost
 
  Pension Benefits
  Other Benefits
 
 
  2008
  2007
  2008
  2007
 
 
  (in thousands)

 
Pension Benefits                          
Service cost   $ 475   $ 435   $ 79   $ 75  
Interest cost     856     848     212     199  
Expected return on plan assets     (944 )   (863 )        
Amortization of prior service cost     13     12         (8 )
Amortization of transition obligation     5     6          
Amortization of actuarial loss (gain)     56     156     (96 )   (122 )
   
 
 
 
 
Net expense   $ 461   $ 594   $ 195   $ 144  
   
 
 
 
 
13.
Fair Value Financial Instruments

10


14.
Income Taxes
15.
Operating Segment Information
 
  Three Months Ended March 31,
 
 
  2008
  2007
 
 
  (in thousands)

 
Revenues              
  Community Development   $ 4,598   $ 35,234  
  Resort     11,691     11,655  
  Agriculture     8,461     13,746  
  Other     619     348  
   
 
 
Total Operating Revenues   $ 25,369   $ 60,983  
   
 
 
Operating Profit (Loss)(1)              
  Community Development   $ 8,081   $ 29,095  
  Resort     (2,276 )   (904 )
  Agriculture     (5,647 )   (2,396 )
  Other     (39 )   (29 )
   
 
 
Total Operating Profit     119     25,766  
Interest Expense     (1,481 )   (711 )
Interest Income     244     291  
Income Tax (Expense) Benefit     378     (9,632 )
   
 
 
Net Income (Loss)   $ (740 ) $ 15,714  
   
 
 

11


16.
Commitments and Contingencies

12


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007 and the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. Depending upon the context, the terms the "Company", "we," "our," and "us," refers to either Maui Land & Pineapple Company, Inc. alone, or the Company and its subsidiaries.

Overview of the Company

        Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. We operate as a landholding and operating parent company for our principal subsidiaries, including Maui Pineapple Company, Ltd., a producer and marketer of Maui-grown pineapple, and Kapalua Land Company, Ltd., the operator of Kapalua Resort, a master-planned community in West Maui. Our reportable operating segments are Agriculture, Resort and Community Development.

        The Agriculture segment primarily includes growing, packing, and marketing of fresh pineapple. Our pineapple is sold under the brand names Maui Gold® and Hawaiian GoldTM. We also grow and market fresh organic pineapple. In 2007, a portion of our business included processing (canning) pineapple; however, we ceased substantially all canning and processing of solid-pack product in June 2007.

        The fresh fruit market is a year-round business, which requires consistency of supply. Over the past several years, we have made significant progress in changing our agronomic practices and planting schedules to produce a more consistent and predictable supply of fruit throughout the year. In addition, we have made significant progress in implementing improved crop maintenance and agronomic practices that we believe will improve our plant yields (tons of fruit per acre) and fruit quality.

        The Kapalua Resort is part of approximately 22,000 contiguous acres owned by us in West Maui, most of which remains as open space. The Kapalua Resort borders the ocean with five white sand beaches and includes The Ritz-Carlton, Kapalua hotel, the Ritz-Carlton Residences at Kapalua Bay, eight residential subdivisions, two championship golf courses (The Bay and The Plantation), a ten-court tennis facility, the first phase of commercial space in the central area of the Resort, several restaurants, and over 800 condominiums, single-family homes and residential lots. We operate Kapalua Resort's two golf courses, the tennis facility, several retail shops, a vacation rental program (The Kapalua Villas), and provide certain services to the Resort. We currently have approximately 235 units in our Kapalua Villas vacation rental program. In late December 2007, our new Kapalua Adventure Center opened and in January 2008, our Mountain Outpost began operations. The Adventure Center is located in the former Village Clubhouse and includes a retail area featuring outdoor clothing and gear, a café and is the check-in point for the Mountain Outpost, which is comprised of zip-lines stretching over scenic ravines in the West Maui Mountains, a high ropes challenge course, a climbing wall and other activities.

        The Community Development segment includes our real estate entitlement, development, construction, sales, leasing, and conservation activities. Our projects are focused primarily on the luxury real estate market in and surrounding the Kapalua Resort and affordable and moderately priced residential and mixed use projects in West Maui and Upcountry Maui. This segment also includes the

13


operations of Kapalua Realty Company, our general brokerage real estate company located within the Resort, and our Public Utilities Commission regulated water and sewage operations that service the Kapalua Resort and adjacent communities.

        The Community Development segment also includes the management of several leases, including the ground lease underlying The Ritz-Carlton, Kapalua (through March 28, 2007). On March 28, 2007, we sold the land underlying the Ritz-Carlton, Kapalua hotel to W2005 Kapalua/Gengate Hotel Holdings LLC, (the Hotel JV) the lessee under the ground lease for $25 million in cash at closing and a 21.4% interest in the Hotel JV (see Note 10 to condensed consolidated financial statements). The Community Development segment also includes our 51% equity interest in Kapalua Bay Holdings, LLC, the limited liability company that purchased the Kapalua Bay Hotel in August 2004 (see Note 9 to condensed consolidated financial statements). Kapalua Bay Holdings, LLC has demolished the Kapalua Bay Hotel and the adjacent shops in order to develop new whole and fractional residential units, an ocean-side spa, and a beach club at that location. As of March 31, 2008, the percentage completion of the six residential buildings ranged from approximately 19% to 73%.

        We have approximately 1,800 acres of land in Maui that are at various stages in the land entitlement process. We must obtain appropriate entitlements for land that we intend to develop or use for construction. Securing proper land entitlement is a process that requires obtaining county, state and federal approvals, which can take several years to complete and entails a variety of risks.

        The Community Development segment is working on a number of real estate development projects, some of which are as follows:

Current Developments

        In the first quarter of 2008, some of our significant transactions, events and key initiatives included the following:

14


Critical Accounting Policies and Estimates

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed Form 10-K and have not changed materially from that discussion.

        There are no accounting pronouncements or interpretations that have been issued but not yet applied by us that we believe will have a material impact on our financial statements.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2008 compared to Three Months Ended March 31, 2007

CONSOLIDATED

 
  Three Months Ended
March 31,

 
 
  2008
  2007
  change
 
 
  (in millions, except share amounts)

 
Consolidated Revenues   $ 25.4   $ 61.0   $ (35.6 )
Net Income (Loss)   $ (0.7 ) $ 15.7   $ (16.4 )
Basic Earnings (Loss) Per Common Share   $ (0.09 ) $ 2.12   $ (2.21 )

        We reported a net loss of $740,000 ($.09 per share) for the first quarter of 2008 compared to net income of $15.7 million ($2.12 per share) for the first quarter of 2007. Consolidated revenues for the first quarter of 2008 were $25.4 million compared to $61.0 million for the first quarter of 2007. Revenues for the first quarter of 2007 included $25 million from our sale of the land underlying the Ritz-Carlton, Kapalua hotel. All of our business segments reported lower operating profit for the first quarter of 2008 compared to the first quarter of 2007; however, the land sale transaction in the first quarter of 2007 is the single largest difference in results as compared to the first quarter of 2008.

        Consolidated general and administrative expenses decreased by 13%, or $1.5 million, from $11.7 million for the first quarter of 2007 to $10.2 million for the first quarter of 2008.

15


        The major components of the difference in general and administrative expenses were as follows:

 
  Three Months Ended March 31,
 
 
  2008
  2007
  change
 
 
  (in millions)

 
Salaries & wages   $ 2.4   $ 2.5   $ (0.1 )
Employee incentives & stock compensation     0.7     3.5     (2.8 )
Professional services     1.3     2.1     (0.8 )
Loss on asset disposals     1.2         1.2  
Depreciation expense     0.5     0.3     0.2  
Other     4.1     3.3     0.8  
   
 
 
 
Total   $ 10.2   $ 11.7   $ (1.5 )
   
 
 
 

        The decrease in employee incentives and stock compensation was primarily due to restricted stock vesting in the first quarter of 2007 for certain officers and a payment in 2007 of $1.1 million to David C. Cole, our Chairman, President & CEO because of an amendment to Mr. Cole's stock option agreement with the Company that reduced the value of the stock options. The stock option agreement was amended to eliminate adverse tax consequences to our Chairman imposed by section 409A of the Internal Revenue Code.

        The decrease in professional services primarily reflects increased work performed by our staff that was previously contracted to outside consultants and reduced requirements with regard to the Sarbanes-Oxley Act of 2002, Section 404 in the first quarter of 2008 compared to the first quarter of 2007.

        Loss on asset disposals primarily includes assets from the Agriculture segment related to the continuing restructuring of that business.

        The increase in depreciation expense reflects various computer system enhancements and software that were placed in service primarily in June through December of 2007.

        Other includes insurance, pensions and other benefits, charitable contributions, etc.

        General and administrative expenses are incurred at the corporate level and at the operating segment level. All general and administrative expenses incurred at the corporate level are allocated to our operating segments. Such allocations are made on the basis of our management's evaluation of service provided to the operating segments.

        Interest expense was $1.5 million for the first quarter of 2008 compared to $711,000 for the first quarter of 2007. Interest incurred in the first quarter of 2008 was $1.7 million, of which $200,000 was capitalized to construction projects. In the first quarter of 2007, interest incurred was $1.1 million, of which $362,000 was capitalized to construction projects. Interest expense for the first quarter of 2008 includes $0.5 million representing the change in the estimated fair value of the swap agreements entered into in January 2008 (see Note 13). Higher interest expense in 2008 also reflects 65% higher average borrowings in the first quarter of 2008 compared to the first quarter of 2007. Our effective interest rate on borrowings was 5.6% in the first quarter of 2008 compared to 7.8% in the first quarter of 2007.

16


AGRICULTURE

 
  Three Months Ended March 31,
 
 
  2008
  2007
  change
 
 
  (in millions)

 
Revenues   $ 8.5   $ 13.7   $ (5.2 )
  % of consolidated revenues     33 %   22 %      

Operating Loss

 

$

(5.6

)

$

(2.4

)

$

(3.2

)

        Revenues for the Agriculture segment decreased by 38%, or $5.2 million, from $13.7 million for the first quarter of 2007 to $8.2 million for the first quarter of 2008, primarily due to a decrease in processed fruit sales. In the first quarter of 2007, processed fruit sales comprised approximately 46% of total revenues from the Agriculture segment. In the first quarter of 2008, pineapple juice sales comprised about 11% of the segment's revenues. The Agriculture segment produced an operating loss of $5.6 million for the first quarter of 2008 compared to an operating loss of $2.4 million for the first quarter of 2007. The 2008 period loss included approximately $0.9 million in equipment write-offs and $0.9 million increase in allowance for collections of certain accounts receivable. During 2007, we ceased all production of processed pineapple except for juice products. With the cessation of solid-packed canned products, we have focused our business on the sale of fresh premium pineapple. The increased loss for 2008 is largely indicative of the impact of the long growing period for pineapple as we increase plantings to service the fresh fruit market and shift plantings to West Maui where the weather is more conducive to our Maui Gold® variety.

        The case volume of fresh pineapple sales was higher by 43% for the first quarter of 2008 and revenue per case sold was lower by 15% in 2008 compared to the first quarter of 2007. Higher case sales volume is indicative of our concentration on the fresh fruit market, while the lower pricing reflects weather-related product issues that prevented us from achieving optimum pricing.

        The Agriculture segment cost of sales was lower by approximately 19% in the first quarter of 2008 compared to the first quarter of 2007, largely as a result of the lower processed sales volume, partially offset by increased per unit cost of sales. Per unit cost of sales increased in 2008 because all fruit growing costs are now allocated to the fresh fruit product line. Juice is accounted for as a by-product and the cost of the product includes the additional direct factory cost of processing fruit that is not suitable to be sold as fresh fruit product into juice.

        Shipping and marketing cost increased by 2% in the first quarter of 2008 compared to the first quarter of 2007 primarily because of the higher sales volume of fresh fruit, partially offset by lower average per unit shipping costs. Lower per unit costs were primarily due to shipping 98% of the fresh product by ocean freight in 2008 compared to 76% in 2007.

RESORT

 
  Three Months Ended March 31,
 
 
  2008
  2007
  change
 
 
  (in millions)

 
Revenues   $ 11.7   $ 11.7   $  
  % of consolidated revenues     46 %   19 %      

Operating Loss

 

$

(2.3

)

$

(0.9

)

$

(1.4

)

        Resort segment revenues of $11.7 million for the first quarter of 2008 were approximately the same as the first quarter of 2007. The Resort segment reported an operating loss of $2.3 million for the

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first quarter of 2008 compared to an operating loss of $0.9 million for the first quarter of 2007. Increased operating and marketing expenses in the first quarter of 2008, in particular for our new Mountain outpost and Adventure Center activities, as well as higher cost of product revenues, were the primary reasons for the increased operating loss compared to the first quarter of 2007.

        Revenues from golf operations decreased by approximately 19% in the first quarter of 2008 compared to the first quarter of 2007 as a result of a decrease in paid rounds of golf, which was partially offset by an approximately 11% increase in average green and cart fees. Lower revenues from our golf operations were offset by increased revenues from the Kapalua Villas, reflecting a 5% increase in occupied rooms and an 8% higher average room rate. There were approximately 6% fewer rooms available in the first quarter of 2008 partially reflecting units under renovation under our Kapalua Gold program to upgrade and standardize the units in our rental program. Resort retail sales for the first quarter of 2008 were approximately 1% higher than the first quarter of 2007.

COMMUNITY DEVELOPMENT

 
  Three Months Ended March 31,
 
 
  2008
  2007
  change
 
 
  (in millions)

 
Revenues   $ 4.6   $ 35.2   $ (30.6 )
  % of consolidated revenues     18 %   58 %      

Operating Profit

 

$

8.1

 

$

29.1

 

$

(21.0

)

        The Community Development segment reported an operating profit of $8.1 million for the first quarter of 2008 compared to $29.1 million for the first quarter of 2007. Revenues from this operating segment were $4.6 million for the first quarter of 2008 compared to $35.2 million for the first quarter of 2007. The reduction in revenues and operating profit primarily reflects the sale of the land underlying the Ritz-Carlton, Kapalua hotel included in results for the first quarter of 2007.

        Operating profit includes our equity in the income of Kapalua Bay Holdings, LLC, which was $9.4 million in the first quarter of 2008 compared to $1.9 million in the first quarter of 2007. In 2007, the joint venture began to recognize revenues and profits on the percentage-of-completion method from sale of the whole and fractional residential condominiums. The percentage of completion of the six residential buildings in this project ranged from 19% to 73% as of the end of March 2008. In connection with profit recognition under the percentage-of-completion method, we began to recognize a proportionate amount of the unrealized appreciation of the fair value of the land and other non-monetary contributions to Bay Holdings and other deferred costs related to the joint venture. See Note 9 to condensed consolidated financial statements.

        In the first quarter of 2008, we sold approximately 52 acres of Upcountry Maui land that was considered non-core to our operations and recognized revenues of approximately $2.6 million and pre-tax profit of approximately $2.4 million. In the first quarter of 2007, we sold approximately 157 acres of non-core land in Upcountry Maui and recognized revenues and pre-tax profit of approximately $4.0 million. In addition, in March 2007, we sold approximately 49 acres underlying the Ritz-Carlton, Kapalua and recognized revenues of $25 million and a pre-tax gain of $24.8 million (see Note 10 to condensed consolidated financial statements).

        Our Honolua Ridge Phase II subdivision consists of 25 agricultural-zoned lots, which began selling in August 2005. Through the end of 2007, 24 lot sales have closed escrow and the last lot remains in inventory at the end of the first quarter of 2008. We account for revenues and profit from this project

18



on a percentage-of-completion method and the construction of the infrastructure improvement for this project was substantially complete in November of 2006. In the first quarter of 2007, two lot sales closed escrow and we recognized revenues of $3.4 million.

LIQUIDITY AND CAPITAL RESOURCES

        At March 31, 2008, our total debt, including capital leases, was $93.2 million, compared to $61.7 million at December 31, 2007. The increase in outstanding debt in the first three months of 2008 was due primarily to negative cash flows from operating activities, our equity contribution to Kapalua Bay Holdings, LLC and expenditures for capital projects at the Kapalua Resort. At March 31, 2008, we had available credit lines of $41.7 million.

        In January 2008, we entered into a fixed-interest rate swap agreement with Wells Fargo, the effect of which was to convert variable-rate interest expense, which was previously tied to 1-, 2-, 3- and 6-month LIBOR terms, to fixed-rate interest expense based on a 2-year fixed LIBOR rate. The interest rate swap enabled us to lock-in an average interest rate of 4.4% for approximately two years on $55.0 million of outstanding variable rate, revolving balances.

        In the first three months of 2008, consolidated net cash used in operating activities was $15.4 million compared to net cash used in operating activities of $2.1 million for the first three months of 2007. By operating segment, these cash flows were approximately as follows:

 
  Three Months Ended March 31,
 
 
  2008
  2007
 
 
  (in millions)

 
Agriculture   $ (4.2 ) $ (3.2 )
Resort     (3.5 )   (0.6 )
Community Development     (6.8 )   2.2  
Interest, taxes and other     (0.9 )   (0.5 )
   
 
 
Total   $ (15.4 ) $ (2.1 )
   
 
 

        The increase in cash used in operating activities in the first quarter of 2008 compared to the first quarter of 2007 is largely due to (1) operating losses from the Agriculture and Resort segments, (2) non-cash profit from our equity interest in Kapalua Bay Holdings, LLC, and (3) operating profit from non-core land sales that are reported as investing activities (also see Real Estate Sales Proceeds below).

        Cash flows from operating activities of the Community Development segment vary significantly with the amount of new real estate product sold and the amount of construction activity for real estate inventories. While there was a significant amount of new real estate product for sale at Kapalua Resort through our joint venture investees, we did not have any new product for sale except for one Honolua Ridge Phase II lot that remained in inventory at the end of 2007.

        In the first quarter of 2007, the closing of Honolua Ridge Phase II lot sales and the collection on purchase money mortgages resulted in cash flows from operating activities of approximately $5.1 million.

        In the first quarter of 2008, we sold approximately 52 acres of Upcountry Maui land that were considered non-core to our business, which resulted in net sales proceeds of $2.5 million. The cash

19


proceeds from these sales were deposited with a qualified exchange intermediary in anticipation of reinvestment on a tax-deferred basis under Section 1031 of the Internal Revenue Code.

        In the first quarter of 2008, we made cash contributions totaling $7.8 million to Kapalua Bay Holdings, LLC pursuant to equity calls. We may be required to make additional cash contributions to the joint venture in the future (see Note 9).

        The Resort segment capital expenditures for 2008 are expected to be approximately $4.6 million, which includes $700,000 for renovation to the Bay Course that began in 2007 and additional improvements at the Kapalua Resort. We expect the Agriculture segment to have capital expenditures of approximately $1.8 million in 2008, of which approximately $300,000 is for replacement of equipment. Capital expenditures for 2008 are expected to include approximately $0.5 million for upgrades and additions to information systems.

        Expenditures in 2008 for Community Development segment capital projects and deferred development costs are expected to be up to approximately $14 million. Additional project spending would depend on market conditions. In connection with the planning for the various projects, we will analyze the feasibility of proceeding with each project and may seek project specific non-recourse financing for some of the capital projects.

FORWARD-LOOKING STATEMENTS

        This and other reports filed by us with the Securities and Exchange Commission contain forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof or comparable terminology. In particular, they include, among others, statements relating to:

        In addition, from time to time, we may publish forward-looking statements as to those matters or other aspects of our anticipated financial performance, business prospects, new products, marketing initiatives or similar matters.

20


        Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. We have based these forward-looking statements on our current expectations and projections about future events.

        We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors discussed in the sections entitled "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in this Quarterly Report on Form 10-Q, as well as other factors described from time to time in our reports filed with the SEC.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        Our primary market risk exposure with regard to financial instruments is to changes in interest rates. We attempt to manage this risk by monitoring interest rates and future cash requirements, and evaluating opportunities to refinance borrowings at various maturities and interest rates. In January 2008, we entered into interest rate swap agreements for approximately two years on $55.0 million of variable rate debt. We completed the swap agreements in order to reduce the variability in cash flows attributable to interest rate risk caused by changes in short-term LIBOR rates. The effect of the swap is to convert variable-rate interest expense, which was previously tied to 1-, 2-, 3- and 6-month LIBOR terms, to an average fixed rate interest of approximately 4.4%. The estimated fair value of these derivative instruments was a liability of approximately $0.5 million as of March 31, 2008.

Item 4.    Controls and Procedures

        We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

        In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

        As required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms. There has been no change in our internal control over financial reporting during the first quarter of 2008 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

21



PART II OTHER INFORMATION

Item 1A.    Risk Factors

        Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2007 and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. In the first quarter of 2008, there were no material changes from the risk factors previously disclosed in our Form 10-K filed for the year ended December 31, 2007.

Item 5.    Other Information

        Restricted Share Agreement for Robert I. Webber—On May 7, 2008 the Company and Robert I. Webber entered into an agreement, effective as of March 3, 2008, for the grant of 25,000 shares of our restricted common stock to Mr. Webber. The restricted stock award was approved by our Board and communicated to Mr. Webber on March 3, 2008. The restricted shares will vest at a rate of 5,000 shares per year following the end of the fiscal years ending December 31, 2008, 2009, 2010, 2011 and 2012, provided that the performance criteria for the applicable year are achieved, as determined in the sole and complete discretion of the Committee. In addition, if any shares do not vest in a particular fiscal year, the shares will be available for additional vesting in the following years. For 2008, the restricted shares will vest upon the achievement of certain net income thresholds and the achievement of certain transactions. Specific performance criteria for fiscal years 2009 through 2012 shall be established by the Committee prior to the end of the first quarter of such fiscal year. All other terms and conditions are pursuant to the Restricted Stock Award Agreement and the Award Grant Notice, which are filed herewith as Exhibit 10.1.

        Amendment and Extension of Employment Agreement—On May 7, 2008, the Company and Robert I. Webber entered into an amendment and extension of employment agreement. The agreement extends the term of Mr. Webber's employment by two years to April 30, 2010 and amends his annual base salary to $400,000 effective as of March 3, 2008. The agreement is filed herewith as Exhibit 10.2.

22



Item 6.    Exhibits

        The following exhibits are filed herewith:

(10)   Material Contracts

 

 

10.1

 

Restricted Share Agreement and Award Grant Notice, dated as of May 7, 2008, by and between Maui Land & Pineapple Company, Inc. and Robert I. Webber.

 

 

10.2

 

Amendment and Extension of Employment Agreement, executed on May 7, 2008, between Maui Land & Pineapple Company, Inc. and Robert I. Webber.

 

 

10.3

 

Waiver and Amendment No. 2 to Registration Rights Agreement, dated as of April 30, 2008, by and among Maui Land & Pineapple Company, Inc., Ohana Holdings, LLC, and ZG Ventures, LLC.

(31)

 

 

 

Rule 13a—14(a) Certifications

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.

(32)

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

23



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    MAUI LAND & PINEAPPLE COMPANY, INC.

May 7, 2008

Date

 

 

    /s/  
ROBERT I. WEBBER      
Robert I. Webber
Chief Operating Officer, Chief Financial
Officer & Executive Vice President
(Principal Financial Officer)

24



EXHIBIT INDEX

Exhibit Number
  Description
10.1   Restricted Share Agreement and Award Grant Notice, dated as of May 7, 2008, by and between Maui Land & Pineapple Company, Inc. and Robert I. Webber.(1)

10.2

 

Amendment and Extension of Employment Agreement, executed on May 7, 2008, between Maui Land & Pineapple Company, Inc. and Robert I. Webber.(1)

10.3

 

Waiver and Amendment No. 2 to Registration Rights Agreement, dated as of April 30, 2008, by and among Maui Land & Pineapple Company, Inc., Ohana Holdings, LLC, and ZG Ventures, LLC.(1)

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.(2)

(1)
Filed herewith.

(2)
Furnished herewith and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

25




QuickLinks

TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED)
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
PART II OTHER INFORMATION
SIGNATURE
EXHIBIT INDEX