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Table of Contents

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 JUNE 30, 2009

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

161 SOUTH WAKEA AVENUE, 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o    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 August 1, 2009    
    Common Stock, no par value       8,148,728 shares    


Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES


TABLE OF CONTENTS

 
  Page

PART I. FINANCIAL INFORMATION

  3

Item 1. Financial Statements (unaudited)

 
3

Condensed Consolidated Statements of Operations,
Three Months Ended June 30, 2009 and 2008

 
3

Condensed Consolidated Statements of Operations,
Six Months Ended June 30, 2009 and 2008

 
4

Condensed Consolidated Balance Sheets, June 30, 2009 and December 31, 2008

 
5

Condensed Consolidated Statements of Stockholders' Equity (Deficiency),
Six Months Ended June 30, 2009 and 2008

 
6

Condensed Consolidated Statements of Cash Flows,
Six Months Ended June 30, 2009 and 2008

 
7

Notes to Condensed Consolidated Financial Statements

 
8

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

 
20

Forward-Looking Statements and Risks

 
34

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 
35

Item 4. Controls and Procedures

 
36

PART II. OTHER INFORMATION

 
37

Item 1A. Risk Factors

 
37

Item 4. Submission of Matters to a Vote of Security Holders

 
37

Item 5. Other Information

 
37

Item 6. Exhibits

 
38

Signature

 
39

EXHIBIT INDEX

   
 

Exhibit 10.1

   
 

Exhibit 10.2

   
 

Exhibit 10.3

   
 

Exhibit 31.1

   
 

Exhibit 31.2

   
 

Exhibit 32.1

   

2


Table of Contents


PART I FINANCIAL INFORMATION

Item 1.    Financial Statements


MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
  Three Months Ended  
 
  6/30/09   6/30/08  
 
  (in thousands except
share amounts)

 

Operating Revenues

             
 

Product revenues

  $ 7,570   $ 10,268  
 

Service revenues

    5,704     7,293  
           

Total Operating Revenues

    13,274     17,561  
           

Operating Costs and Expenses

             
 

Cost of product revenues

    5,939     7,410  
 

Cost of service revenues

    9,192     9,988  
 

Shipping and marketing

    1,796     3,071  
 

General and administrative

    7,860     8,182  
 

Impairment charges (Note 7)

    16,156      
           

Total Operating Costs and Expenses

    40,943     28,651  
           

Operating Loss

    (27,669 )   (11,090 )

Equity in income (losses) of affiliates (Note 11)

    (23,263 )   12,024  

Interest expense

    (3,067 )   (550 )

Interest income

    195     47  
           

Income (Loss) Before Income Taxes

    (53,804 )   431  

Income Tax Expense

    415     159  
           

Net Income (Loss)

  $ (54,219 ) $ 272  
           

Income (Loss) Per Common Share

             
 

Basic

  $ (6.75 ) $ 0.03  
 

Diluted

  $ (6.75 ) $ 0.03  

See accompanying Notes to Condensed Consolidated Financial Statements.

3


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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
  Six Months Ended  
 
  6/30/09   6/30/08  
 
  (in thousands except
share amounts)

 

Operating Revenues

             
 

Product revenues

  $ 15,818   $ 25,540  
 

Service revenues

    13,053     17,390  
           

Total Operating Revenues

    28,871     42,930  
           

Operating Costs and Expenses

             
 

Cost of product revenues

    11,937     17,578  
 

Cost of service revenues

    19,130     19,952  
 

Shipping and marketing

    4,030     6,877  
 

General and administrative

    15,702     18,352  
 

Impairment charges (Note 7)

    16,156      
           

Total Operating Costs and Expenses

    66,955     62,759  
           

Operating Loss

    (38,084 )   (19,829 )

Equity in income (losses) of affiliates (Note 11)

    (24,393 )   21,399  

Interest expense

    (4,543 )   (1,942 )

Interest income

    378     202  
           

Loss Before Income Taxes

    (66,642 )   (170 )

Income Tax Expense (Benefit)

    800     (28 )
           

Net Loss

  $ (67,442 ) $ (142 )
           

Loss Per Common Share

             
 

Basic

  $ (8.40 ) $ (0.02 )
 

Diluted

  $ (8.40 ) $ (0.02 )

See accompanying Notes to Condensed Consolidated Financial Statements.

4


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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 
  6/30/09   12/31/08  
 
  (in thousands)
 

ASSETS

             

Current Assets

             
 

Cash and cash equivalents

  $ 1,497   $ 13,668  
 

Accounts and notes receivable

    3,566     5,509  
 

Refundable income taxes

    4,662     4,662  
 

Inventories

    10,823     9,737  
 

Real estate held for sale (Note 7)

    15,840     18,963  
 

Other current assets

    1,032     600  
           
   

Total current assets

    37,420     53,139  
           

Property

    202,878     212,242  
 

Accumulated depreciation

    (94,513 )   (96,002 )
           

Property—net

    108,365     116,240  
           

Investments in affiliates

    17,118     41,683  

Other assets (Note 7)

    19,647     37,138  
           

Total

  $ 182,550   $ 248,200  
           

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

             

Current Liabilities

             
 

Current portion of long-term debt and capital lease obligations

  $ 59,838   $ 46,050  
 

Trade accounts payable

    8,048     8,183  
 

Other current liabilities

    12,233     13,351  
           
   

Total current liabilities

    80,119     67,584  
           

Non-Current Liabilities

             
 

Long-term debt and capital lease obligations

    34,676     90,941  
 

Accrued retirement benefits

    41,894     43,798  
 

PGC deferred credit (Note 10)

    47,382      
 

Other non-current liabilities

    13,359     14,189  
           
   

Total non-current liabilities

    137,311     148,928  
           

Commitments and Contingencies (Note 18)

             

Stockholders' Equity (Deficiency)

             
 

Common stock, no par value—23,000,000 shares authorized, 8,047,228 and 8,021,248 issued and outstanding

    35,124     34,791  
 

Additional paid-in capital

    8,904     8,363  
 

Retained earnings (Accumulated deficit)

    (60,884 )   6,558  
 

Accumulated other comprehensive loss

    (18,024 )   (18,024 )
           
 

Stockholders' Equity (Deficiency)

    (34,880 )   31,688  
           

Total

  $ 182,550   $ 248,200  
           

See accompanying Notes to Condensed Consolidated Financial Statements.

5


Table of Contents


MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

(UNAUDITED)

For the Six Months Ended June 30, 2009 and 2008

(in thousands)

 
  Common Stock    
  Retained
Earnings
(Accumulated
Deficit)
  Accumulated
Other
Comprehensive
Loss
   
 
 
  Additional
Paid in
Capital
   
 
 
  Shares   Amount   Total  

Balance, January 1, 2009

    8,021   $ 34,791   $ 8,363   $ 6,558   $ (18,024 ) $ 31,688  

Stock compensation expense

                969                 969  

Vested restricted stock issued

    37     428     (428 )                

Shares cancelled to pay tax liability

    (11 )   (95 )                     (95 )

Net loss

                      (67,442 )         (67,442 )
                           

Balance, June 30, 2009

    8,047   $ 35,124   $ 8,904   $ (60,884 ) $ (18,024 ) $ (34,880 )
                           

Balance, January 1, 2008

    7,959   $ 34,168   $ 6,769   $ 90,576   $ (1,246 ) $ 130,267  

Cumulative impact of adoption of EITF No. 06-8, net of tax

                      (4,622 )         (4,622 )

Stock option exercises

    1     13                       13  

Stock compensation expense

                1,242                 1,242  

Vested restricted stock issued

    4     141     (141 )                

Shares cancelled to pay tax liability

    (4 )   (104 )                     (104 )

Net loss

                      (142 )         (142 )
                           

Balance, June 30, 2008

    7,960   $ 34,218   $ 7,870   $ 85,812   $ (1,246 ) $ 126,654  
                           

See accompanying Notes to Condensed Consolidated Financial Statements.

6


Table of Contents


MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
  Six Months Ended  
 
  6/30/09   6/30/08  
 
  (in thousands)
 

Net Cash Used in Operating Activities

  $ (15,138 ) $ (25,678 )
           

Investing Activities

             
 

Purchases of property

    (547 )   (9,707 )
 

Contributions to affiliates

        (7,756 )
 

Proceeds from disposal of property

    195     3,870  
 

Other

    1,575     (2,962 )
           

Net Cash Provided by (Used in) Investing Activities

    1,223     (16,555 )
           

Financing Activities

             
 

Payments of long-term debt and capital lease obligations

    (51,237 )   (10,935 )
 

Proceeds from long-term debt

    6,600     54,100  
 

Net proceeds from PGC (Note 10)

    48,520      
 

Reduction of PGC deferred credit

    (952 )    
 

Debt issuance cost and other

    (1,187 )    
 

Stock compensation exercises

        14  
           

Net Cash Provided by Financing Activities

    1,744     43,179  
           

Net Increase (Decrease) in Cash and Cash Equivalents

    (12,171 )   946  

Cash and Cash Equivalents at Beginning of Period

    13,668     1,991  
           

Cash and Cash Equivalents at End of Period

  $ 1,497   $ 2,937  
           

        Supplemental Disclosures of Cash Flow Information—Interest (net of amounts capitalized) of $5,032,000 and $1,769,000 was paid during the six months ended June 30, 2009 and 2008, respectively. Income taxes of $291,000 and $2,410,000 were refunded during the six months ended June 30, 2009 and 2008, respectively.

        Supplemental Non-Cash Investing and Financing Activities—

7


Table of Contents


MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.
The accompanying unaudited condensed consolidated financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the "Company") in accordance with generally accepted accounting principles for interim financial information that are consistent in all material respects with those applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and pursuant to the instructions to Form 10-Q and Article 10 promulgated by Regulation S-X of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and notes to financial statements required by U.S. generally accepted accounting principles for complete financial statements. 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 June 30, 2009 and 2008. The financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended December 31, 2008. Subsequent events were evaluated through August 3, 2009, the date these condensed consolidated financial statements were issued.

8


Table of Contents

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 June 30, 2009 and 2008.

4.
The effective tax rate for 2009 reflects the recognition of expected federal alternative minimum tax liabilities and interim period tax benefits and additions to the tax valuation allowance. The effective tax rate for 2008 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 $503,000 and $658,000 at June 30, 2009 and December 31, 2008, respectively.

6.
Inventories as of June 30, 2009 and December 31, 2008 were as follows:
 
  6/30/09   12/31/08  
 
  (in thousands)
 

Pineapple products—finished goods

  $ 1,561   $ 807  

Real estate

    4,141     3,254  

Merchandise, materials and supplies

    5,121     5,676  
           

Total Inventories

  $ 10,823   $ 9,737  
           

9


Table of Contents

7.
Impairment Charges
8.
Average Common Shares Outstanding Used to Compute Earnings Per Share
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2009   2008   2009   2008  

Basic

    8,034,162     7,957,850     8,027,346     7,960,435  

Diluted

    8,034,162     8,013,194     8,027,346     7,960,435  
9.
Recently Issued Accounting Pronouncements

10


Table of Contents

10.
Plantation Golf Course Sale
11.
Investments in Affiliates

11


Table of Contents

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2009   2008   2009   2008  

Revenues

  $ (7,269 ) $ 66,348   $ (12,688 ) $ 124,442  

Expenses

    (3,030 )   46,726     (6,915 )   89,170  
                   

Net Income (Loss)

  $ (4,239 ) $ 19,622   $ (5,773 ) $ 35,272  
                   

12


Table of Contents

12.
Debt

13


Table of Contents

13.
Stock-Based Compensation
 
  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, 2008

    901,833   $ 29.20                    

Granted

    45,000   $ 6.35   $ 3.11              

Exercised

      $                    

Forfeited or Expired

    (443,033 ) $ 31.70   $ 13.68              
                               

Outstanding at June 30, 2009

    503,800   $ 24.96   $ 9.75     5.0   $ 63  
                               

Exercisable at June 30, 2009

    293,300   $ 28.23   $ 10.68     2.8   $  
                               

Expected to Vest at June 30, 2009(2)

    169,137   $ 20.40   $ 8.45     8.1   $ 50  
                               
 
  2009   2008  

Weighted Average Grant-Date Fair Value For Options Granted During the Period

  $ 3.11     n/a  

Intrinsic Value of Options Exercised $(000)

      $ 4  

Cash Received From Option Exercises $(000)

      $ 14  

Tax Benefit From Option Exercises $(000)

         

Fair Value of Shares Vested During the Period $(000)

  $ 1,081   $ 1,149  

14


Table of Contents

 
  2009  

Expected Life of Options in Years

    6.5  

Expected Volatility

    46.1 %

Risk-free interest rate

    2.4 %

Expected dividend yield

     
 
  Shares   Weighted
Average
Grant-Date
Fair Value
 

Nonvested balance at December 31, 2008

    121,295   $ 26.70  

Granted

    47,250   $ 6.51  

Vested

    (26,785 ) $ 12.30  

Forfeited or Cancelled

    (40,260 ) $ 33.57  
             

Nonvested balance at June 30, 2009

    101,500   $ 18.62  
             

15


Table of Contents

14.
Components of Net Periodic Benefit Cost
 
  Three Months
Ended June 30,
  Six Months
Ended June 30,
 
 
  2009   2008   2009   2008  
 
  (in thousands)
 

Pension Benefits

                         

Service cost

  $ 378   $ 475   $ 756   $ 950  

Interest cost

    905     856     1,811     1,712  

Expected return on plan assets

    (622 )   (944 )   (1,245 )   (1,888 )

Amortization of prior service cost

    11     13     22     26  

Amortization of transition liability

    4     5     8     10  

Recognized actuarial loss

    484     56     968     112  
                   

Net expense

  $ 1,160   $ 461   $ 2,320   $ 922  
                   

Other Benefits

                         

Service cost

  $ 54   $ 79   $ 109   $ 158  

Interest cost

    200     212     399     424  

Amortization of prior service cost

                 

Recognized actuarial (gain)

    (120 )   (96 )   (241 )   (192 )
                   

Net expense

  $ 134   $ 195   $ 267   $ 390  
                   
15.
Fair Value Measurements

16


Table of Contents

 
   
  Fair Value(1) of Derivative Liabilities as of  
Derivatives Not Designated as Hedging Instruments Under FASB Statement No. 133:
 
Balance Sheet Location
  6/30/09   12/31/08  
 
   
  (in thousands)
 

Interest rate swap agreements

  Other current liabilities   $ 673   $ 1,160  

Derivative liability related to convertible debt

  Other current liabilities     1,265     2,689  
 
   
  Amount of gain or (loss)
recognized on derivative
 
 
   
  three months ended   six months ended  
 
  Location of gain or (loss)
recognized in
statement of operations
 
Derivatives not designated as hedging
instruments under FASB Statement 133:
  6/30/09   6/30/08   6/30/09   6/30/08  
 
   
  (in thousands)
  (in thousands)
 

Interest rate swap agreements

  interest expense   $ 258   $ 860   $ 487   $ 339  

Derivative liability related to convertible debt

  interest expense     46         1,424      

17


Table of Contents

 
   
  Fair Value Measurements Using    
 
Description
  Balance as of
June 30, 2009
  Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
Losses
 

Real estate held for sale

  $ 15,200               $ 15,200   $ (1,870 )

Investments in affiliates

    17,118                 17,118     (21,300 )
                               

                          $ (23,170 )
                               
16.
Income Taxes

18


Table of Contents

17.
Operating Segment Information
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2009   2008   2009   2008  
 
  (in thousands)
 

Operating Revenues

                         
 

Agriculture

  $ 4,525   $ 5,274   $ 9,414   $ 13,735  
 

Resort

    6,713     8,197     15,333     19,888  
 

Community Development

    1,810     3,699     3,787     8,297  
 

Other

    226     391     337     1,010  
                   

Total Operating Revenues

  $ 13,274   $ 17,561   $ 28,871   $ 42,930  
                   

Operating Profit (Loss)

                         
 

Agriculture

  $ (4,998 ) $ (4,594 ) $ (8,543 ) $ (9,724 )
 

Resort

    (4,611 )   (5,161 )   (8,768 )   (7,437 )
 

Community Development(1)

    (40,990 )   10,975     (44,215 )   19,056  
 

Other

    (333 )   (286 )   (951 )   (325 )
                   

Total Operating Profit (Loss)

    (50,932 )   934     (62,477 )   1,570  

Interest Expense

    (3,067 )   (550 )   (4,543 )   (1,942 )

Interest Income

    195     47     378     202  

Income Tax (Expense) Benefit

    (415 )   (159 )   (800 )   28  
                   

Net Income (Loss)

  $ (54,219 ) $ 272   $ (67,442 ) $ (142 )
                   
18.
Commitments and Contingencies

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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, 2008 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 Gold™. We also grow and market fresh organic pineapple. Prior to 2008, 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 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 Club and 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 Kapalua 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, the Kapalua

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Villas, a vacation rental program, and provide certain services to the Kapalua Resort. We currently have approximately 201 units in our Kapalua Villas vacation rental program. Our Resort operations also include a 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 operations of Kapalua Realty Company, our general brokerage real estate company located within the Resort, and Kapalua Water Company and Kapalua Waste Treatment Company, our Public Utilities Commission-regulated water and sewage operations that service the Kapalua Resort and adjacent communities.

        The Community Development segment also includes our 51% equity interest in Bay Holdings, the limited liability company that purchased the Kapalua Bay Hotel in August 2004 (see Note 11 to condensed consolidated financial statements). Bay Holdings 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. Construction was completed and the sale of 15 units closed escrow in June 2009.

        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, if at all, and entails a variety of risks.

        In the latter part of 2008, we concluded that we should delay the start of construction of new development projects because of the global recession, the uncertainty in the national and local economies, the continuing turmoil in the financial and credit markets, and our cash flow constraints. However, we have continued to engage in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:

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Current Developments

        For the six months ended June 30, 2009, we incurred a net loss of $67.4 million and had negative cash flows from operations of $15.1 million. At June 30, 2009, we had amounts outstanding under borrowing agreements of approximately $102 million; and approximately $10.7 million available under existing lines of credit and $1.5 million in cash and cash equivalents. As a result of the continued poor operating results in 2009, we also had negative working capital of $42.7 million and a deficiency in stockholders' equity (total liabilities exceeded total assets) of $34.9 million. In March 2010, $58.8 million of borrowings under our two lines of credit are scheduled to mature. If we are unable to extend the maturity date of our lines of credit or are unable to meet financial covenants resulting in our borrowings becoming immediately due, we may not have sufficient liquidity to repay such outstanding borrowings. These circumstances raised substantial doubt about our ability to continue as a going concern and there can be no assurance that we will be able to successfully achieve our initiatives in order to continue as a going concern. See Note 1 to condensed consolidated financial statements.

        Some of our significant events in the second quarter of 2009 were as follows:

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. There have been no significant changes in our critical accounting policies during 2009.

        FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R), will be effective for us on January 1, 2010. We are currently evaluating whether this pronouncement will require us to consolidate any of our unconsolidated affiliates. There are no other accounting pronouncements or interpretations that have been issued but not yet applied by us that we believe will have a material impact on our consolidated financial statements.

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RESULTS OF OPERATIONS

Three Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008

CONSOLIDATED

 
  Three Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions, except share
amounts)

 

Consolidated Revenues

  $ 13.3   $ 17.6   $ (4.3 )

Net Income (Loss)

  $ (54.2 ) $ 0.3   $ (54.5 )

Basic Earnings (Loss) Per Common Share

  $ (6.75 ) $ 0.03   $ (6.78 )

        We reported a net loss of $54.2 million ($6.75 per share) for the second quarter of 2009 compared to net income of $272,000 ($0.03 per share) for the second quarter of 2008. The net loss for the second quarter of 2009 includes an impairment charge on our investment in Bay Holdings of $21.3 million due to an other-than-temporary decrease in value, coupled with our equity in losses of Bay Holdings of $2.0 million for the second quarter of 2009, compared to income of $12.0 million attributable to this investment for the second quarter of 2008. The net loss for the second quarter of 2009 also includes impairment charges of $14.2 million on deferred development costs that are recorded in the Community Development segment and a write down of $1.9 million on real estate held for sale that is recorded in the Agriculture segment. Consolidated revenues for the second quarter of 2009 were $13.3 million compared to $17.6 million for the second quarter of 2008. All of our business segments produced lower revenues in the second quarter of 2009. The continuing national and worldwide economic uncertainty and high transportation costs resulted in reduced visitor counts to Maui and to the State of Hawaii, which negatively affected our Resort segment, and also resulted in slower sales of, and increased potential default rates, on the residential units at Kapalua Bay, which negatively affected our Community Development segment. In our Agriculture segment we reduced the size of our fresh pineapple operations as we continued to restructure these operations.

        Consolidated general and administrative expenses of $7.9 million for the second quarter of 2009 were approximately 4% lower than the second quarter of 2008.

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

 
  Three Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Salaries and wages

  $ 1.3   $ 2.2   $ (0.9 )

Employee incentives and stock compensation

    0.3     0.6     (0.3 )

Employee severance expense

    0.8     0.4     0.4  

Pension and other post retirement expense

    1.3     0.7     0.6  

Professional services

    0.5     1.3     (0.8 )

Loss on asset disposals

    2.2     0.6     1.6  

Depreciation expense

    1.1     0.5     0.6  

Other

    0.4     1.9     (1.5 )
               

Total

  $ 7.9   $ 8.2   $ (0.3 )
               

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        The decrease in salaries, wages, employee incentives and stock compensation, and the increase in employee severance expense reflect staffing reductions in all operating segments and in corporate services, and a 10% wage rate reduction that was implemented during the first quarter of 2009 that affected nearly all employees.

        Increased pension and other post retirement expense reflects the decrease in value of the assets in our defined benefit pension plans combined with a reduction in the discount rate as of January 1, 2009 compared to January 1, 2008. On August 3, 2009, our Board of Directors approved a plan amendment to freeze future benefit accruals under our non-bargaining defined benefit pension plan effective December 31, 2009.

        Continued restructuring of our Agriculture segment operations was responsible for (1) the increase in depreciation expense in 2009, which reflects a reduction in the estimated useful lives of certain Agriculture segments assets, and (2) fixed asset and inventory write offs in the second quarter of 2009 and 2008. Loss on asset disposals for the second quarter of 2009 also includes a charge of $1.9 million for the settlement payment and forfeiture of a deposit where the Company was obligated to purchase certain real estate at Kapalua Resort.

        The decrease in professional and other services reflects a reduction in use of outside consultants in particular for work performed with regard to testing of internal controls, certain litigation that was settled earlier in 2009, and corporate communications.

        Other includes insurance, other fringe 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 evaluation of service provided to the operating segments.

        Interest expense was $3.1 million for the second quarter of 2009 compared to $550,000 for the second quarter of 2008. Interest of $58,000 was capitalized to construction projects in the second quarter of 2008; there was no interest capitalized in the second quarter of 2009 as construction projects have been delayed due to the current economic climate and our cash flow constraints. Included in interest expense are credits of $258,000 and $860,000 for the second quarters of 2009 and 2008, respectively, representing the change in fair value of certain interest rate swap agreements. Also included in interest expense for the second quarter of 2009 is a net charge of $736,000 representing accretion on the carrying value of our $40 million convertible notes, less the change in the estimated fair value of the derivative liability that was bifurcated from the notes. In 2009, the increase in interest expense was due to higher average borrowings and higher average interest rates. Our effective interest rate on borrowings was 6.5% in the second quarter of 2009 compared to 5.0% in the second quarter of 2008.

AGRICULTURE

 
  Three Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 4.5   $ 5.3   $ (0.8 )
 

% of consolidated revenues

    34 %   30 %      

Operating Loss

  $ (5.0 ) $ (4.6 ) $ (0.4 )

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        Revenues for the Agriculture segment decreased by 14%, or $749,000, from $5.3 million for the second quarter of 2008 to $4.5 million for the second quarter of 2009, primarily due to a reduction in pineapple juice sales volume and lower average prices for fresh pineapple. Pineapple juice sales represented approximately 5% of the Agriculture segment revenues in the second quarter of 2009 compared to approximately 13% of Agriculture segment revenues in the second quarter of 2008. The Agriculture segment reported an operating loss of $5.0 million for the second quarter of 2009 compared to an operating loss of $4.6 million for the second quarter of 2008. The operating loss for the second quarter of 2009 includes a charge of $1.9 million representing an adjustment to the fair value less selling costs of our property in Kahului that includes our fresh fruit processing plant. The Kahului property is currently held for sale.

        The volume of fresh pineapple case sales was higher by 8% for the second quarter of 2009 although revenue per case sold was lower by 10% in 2009 compared to the second quarter of 2008. Increased case sales volume in the second quarter of 2009 was due to weather-related problems in the second quarter of 2008 that resulted in delayed ripening of the fruit. Lower average pricing in 2009 reflects quality issues that resulted in certain shipments of pineapple being sold at lower prices.

        The Agriculture segment cost of sales was lower by approximately 16% in the second quarter of 2009 compared to the second quarter of 2008, largely as a result of the lower sales volume of fresh and processed product, and lower per unit costs as a result of overall cost reduction in the pineapple operations.

        Shipping and marketing cost decreased by 25% in the second quarter of 2009 compared to the second quarter of 2008 because of lower volume of sales and lower average per unit shipping cost. The average shipping cost was lower in 2009 because in 2008, a greater percentage of products to the mainland United States were sent by air freight, which is more costly than ocean freight.

RESORT

 
  Three Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 6.7   $ 8.2   $ (1.5 )
 

% of consolidated revenues

    50 %   47 %      

Operating Loss

  $ (4.6 ) $ (5.2 ) $ 0.6  

        Resort segment revenues decreased from $8.2 million in the second quarter of 2008 to $6.7 million for the second quarter of 2009, or 18%, reflecting lower revenues from our primary Resort operations, golf, retail and villas. The Resort segment reported an operating loss of $4.6 million for the second quarter of 2009 compared to an operating loss of $5.2 million for the second quarter of 2008. While a reduction in visitor arrivals and occupancy at the Resort, resulting from the national and global economic recession continued to negatively affect our Resort operations, the reduced loss reflects cost reduction measures that we have implemented. It is anticipated that the continuing global economic recession will continue to negatively impact resort occupancy rates and operations.

        Revenues from golf operations decreased by approximately 16% in the second quarter of 2009 compared to the second quarter of 2008 primarily reflecting a 13% decrease in paid rounds of golf and a 19% decrease in average green and cart fees. Resort retail sales for the second quarter of 2009 were

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approximately 8% lower than the second quarter of 2008, primarily reflecting lower room occupancies and reduced activity throughout the Resort.

        Revenues from the Kapalua Villas were 39% less in the second quarter of 2009 compared to the second quarter of 2008, reflecting a 23% decrease in occupied rooms and a 17% lower average room rate. Rooms available in the second quarter of 2009 were 2% higher in the second quarter of 2009 partially reflecting the completion of renovation of units in our Kapalua Gold program to upgrade and standardize the units in our rental program.

COMMUNITY DEVELOPMENT

 
  Three Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 1.8   $ 3.7   $ (1.9 )
 

% of consolidated revenues

    14 %   21 %      

Operating Profit (Loss)

  $ (41.0 ) $ 11.0   $ (52.0 )

        The Community Development segment reported an operating loss of $41.0 million for the second quarter of 2009 compared to an operating profit of $11.0 million for the second quarter of 2008. The operating loss for the second quarter of 2009 includes a charge of $21.3 million representing impairment of our investment in Bay Holdings and a charge of $14.2 million for the write off of project development plans that due to changing market conditions are no longer feasible as designed. Revenues from this operating segment were $1.8 million for the second quarter of 2009 compared to $3.7 million for the second quarter of 2008. Lower results in the second quarter of 2009 reflect the absence of real estate sales, resulting from the economic recession, tight credit markets, reduced demand for real estate, and declining consumer confidence, and losses from our investment in Bay Holdings. We anticipate continued weakness in real estate sales as these circumstances persist.

        Our equity in the income (losses) of Bay Holdings was $(2.0) million (excluding the effect of the $21.3 million impairment charge mentioned above) in the second quarter of 2009 compared to $12.0 million in the second quarter of 2008. Revenues and profit from sale of the whole and fractional residential condominiums were being recognized on the percentage-of-completion method from March 2007 through June 2009 as construction progressed and the pre-sales of the units took place. The construction of the 146 units in six residential buildings were completed in the second quarter of 2009, and the sale of 15 units closed escrow. The lower results in 2009 reflect sales concessions and increased default reserves recorded in 2009.

        In the second quarter of 2008, we sold approximately 59 acres of Upcountry Maui land that were considered non-core to our operations and recognized revenues of approximately $1.8 million and pre-tax profit of approximately $1.7 million.

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Six Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008

CONSOLIDATED

 
  Six Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions, except share
amounts)

 

Consolidated Revenues

  $ 28.9   $ 42.9   $ (14.0 )

Net Loss

  $ (67.4 ) $ (0.1 ) $ (67.3 )

Basic Loss Per Common Share

  $ (8.40 ) $ (0.02 ) $ (8.38 )

        We reported a net loss of $67.4 million ($8.40 per share) for the first six months of 2009 compared to $142,000 ($0.02 per share) for the first six months of 2008. The increased loss reflects charges totaling $24.4 million attributable to our investment in Kapalua Bay Holdings LLC, including an impairment charge of $21.3 million in June 2009 due to an other-than-temporary decrease in value of our investment; a charge of $14.2 million for the write off of development plans that are no longer considered feasible because of changing market conditions; and a $1.9 million impairment charge to real estate held for sale. Consolidated revenues for the first six months of 2009 were $28.9 million compared to $42.9 million for the first six months of 2008. Lower revenues primarily reflect a reduction in real estate sales in 2009, lower hotel and villa occupancies at Kapalua Resort as a result of reduced visitor counts to Maui and a decrease in fresh pineapple sales.

        Consolidated general and administrative expenses decreased by 15%, or $2.7 million to $15.7 million for the first six months of 2009 from $18.4 million for the first six months of 2008.

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

 
  Six Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Salaries and wages

  $ 2.8   $ 4.6   $ (1.8 )

Employee incentives and stock compensation

    0.5     1.3     (0.8 )

Employee severance expense

    1.5     0.4     1.1  

Pension and other post retirement expense

    2.6     1.3     1.3  

Professional services

    1.5     3.0     (1.5 )

Loss on asset disposals

    3.0     1.7     1.3  

Depreciation expense

    2.2     0.5     1.7  

Other

    1.6     5.6     (4.0 )
               

Total

  $ 15.7   $ 18.4   $ (2.7 )
               

        The decrease in salaries, wages, employee incentives and stock compensation, and the increase in employee severance expense reflect staffing reductions in all operating segments and in corporate services, and a 10% wage rate reduction that was implemented during the first quarter of 2009 that affected nearly all employees.

        Increased pension and other post retirement expense reflects the decrease in value of the assets in our defined benefit pension plans combined with a reduction in the discount rate as of January 1, 2009 compared to January 1, 2008.

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        The increase in depreciation expense in 2009 primarily reflects a reduction in the estimated useful lives of certain Agriculture segments assets.

        Loss on asset disposals for the first six months of 2009 includes a charge of $1.9 million for the settlement payment and forfeiture of a deposit where the Company was obligated to purchase certain real estate at Kapalua Resort. It also includes the write off of Agriculture segment assets as a result of the continued restructuring of that operating segment and the write off of excess assets at Kapalua Resort in 2008.

        The decrease in professional and other services reflects a reduction in use of outside consultants in particular for work performed with regard to testing of internal controls, certain litigation that was settled earlier in 2009, and corporate communications.

        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 the operating segments. Such allocations are consistent with our evaluation of services provided to the operating segments.

        Interest expense was $4.5 million for the first six months of 2009 compared to $1.9 million for the first six months of 2008. Interest incurred in the first six months of 2009 was $4.6 million of which $18,000 was capitalized. In the first six months of 2008 interest incurred was $2.2 million of which $258,000 was capitalized to construction projects. Interest expense for the first six months of 2009 and 2008 includes a credit of $487,000 and $339,000 representing the change in the estimated fair value of the swap agreements entered into in January 2008 (see Note 15 to condensed consolidated financial statements). Also included in interest expense for the first six months of 2009 is a charge of $119,000 representing interest accretion on our $40 million convertible notes of $1,543,000, less a credit of $1,424,000 representing the change in the estimated fair value of the derivative liability that was bifurcated from the notes. Our effective interest rate on borrowings was 5.6% for the first six months of 2009 compared to 5.2% for the first six months of 2008. The increase in interest expense was due to higher average borrowings and interest rates in the first six months of 2009.

AGRICULTURE

 
  Six Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 9.4   $ 13.7   $ (4.3 )
 

% of consolidated revenues

    33 %   32 %      

Operating Loss

  $ (8.5 ) $ (9.7 ) $ 1.2  

        The Agriculture segment recorded an operating loss of $8.5 million for the first six months of 2009 compared to an operating loss of $9.7 million for the first six months of 2008. Included in the operating loss for the first six months of 2009 is a charge of $1.9 million representing an adjustment to the estimated fair value less selling costs of our property in Kahului that includes our fresh fruit processing plant. The Kahului property is currently held for sale. Revenues for the first six months of 2009 were $9.4 million or 31% lower than the first six months of 2008, due primarily to lower sales volume of fresh pineapple. In 2007, we ceased the production of all solid-packed pineapple products. Therefore, in the first six months of 2009 and 2008, processed pineapple sales are comprised solely of juice sales,

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which represented approximately 3% and 12% of the Agriculture segment revenues in the first six months of 2009 and 2008, respectively.

        The case volume of fresh pineapple sales decreased by approximately 26% in the first six months of 2009 compared to the first six months of 2008, and average revenue per case was approximately the same for both periods. Lower case sales volume in 2009 reflects a selective sales strategy that was expected to improve net returns.

        The Agriculture segment cost of sales was lower by approximately 31% in the first six months of 2009 compared to the first six months of 2008, largely as a result of the lower sales volume of fresh and processed product. Per unit cost of sales decreased in 2009 compared to 2008 because of a 10% reduction in salaries and wages that was implemented in March of 2009 and also because planting was minimized in 2009 as management continues to evaluate the best course of action for the future of the pineapple operations. 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 decreased by 19% in the first six months of 2009 compared to the first six months of 2008 primarily because of lower volume of sales and lower average shipping cost. Average shipping cost was lower in 2009 because relatively more shipments to the mainland United States were by ocean transportation in 2009, which is less costly than shipment by air freight.

RESORT

 
  Six Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 15.3   $ 19.9   $ (4.6 )
 

% of consolidated revenues

    53 %   46 %      

Operating Loss

  $ (8.8 ) $ (7.4 ) $ (1.4 )

        The Resort segment reported an operating loss of $8.8 million for the first six months of 2009 compared to an operating loss of $7.4 million for the first six months of 2008. Resort segment revenues were $15.3 million or 23% lower for the first six months of 2009 compared to the same period in 2008. Our primary Resort operations, golf, retail and villas reported lower results largely reflecting the reduction in visitor arrivals to Maui as a result of the current economic recession.

        Revenues from golf operations decreased by approximately 16% in the first six months of 2009 compared to the first six months of 2008 as a result of a decrease in paid rounds of golf coupled with an approximately 6% decrease in average green and cart fees. Revenues from the Kapalua Villas operations were 48% less in the first six months of 2009 compared to the first six months of 2008 reflecting a 36% decrease in occupied rooms and a 13% decrease in average room rates. Resort retail sales for the first six months of 2009 were approximately 10% lower than the same period in 2008.

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COMMUNITY DEVELOPMENT

 
  Six Months Ended
June 30,
 
 
  2009   2008   change  
 
  (in millions)
 

Revenues

  $ 3.8   $ 8.3   $ (4.5 )
 

% of consolidated revenues

    13 %   19 %      

Operating Profit (Loss)

  $ (44.2 ) $ 19.1   $ (63.3 )

        The Community Development segment reported an operating loss of $44.2 for the first six months of 2009 compared to operating profit of $19.1 million for the first six months of 2008. Revenues from this operating segment were $3.8 million for the first six months of 2009 compared to $8.3 million for the same period in 2008. The reduction in revenues primarily reflects the absence of real estate sales in 2009. The operating loss for the first six months of 2009 includes a charge of $21.3 million representing an other-than-temporary impairment in the value of our investment in Bay Holdings (Note 11 to condensed consolidated financial statements) and a charge of $14.2 million for the write off of development plans that are no longer considered feasible because of changing market conditions.

        Our equity in the income (losses) of Kapalua Bay Holdings, LLC was $(3.1) million in the first six months of 2009 (excluding the $21.3 million impairment charge discussed above) compared to $21.4 million in the first six months of 2008. Revenues and profit from sale of the whole and fractional residential condominiums were being recognized on the percentage-of-completion method from March 2007 through June 2009 as construction progressed and the pre-sales of the units took place. The construction of the six residential buildings and the amenities were completed in June 2009, and the sale of 15 units closed escrow. The lower results in 2009 reflect sales discounting and increased default reserves recorded in 2009.

        In the first six months of 2008, we sold approximately 111 acres of Upcountry Maui land that was considered non-core to our operations and recognized revenues of $4.4 million and pre-tax profit of approximately $4.1 million.

LIQUIDITY AND CAPITAL RESOURCES

        At June 30, 2009, our total debt, including capital leases, was $94.5 million, compared to $137.0 million at December 31, 2008. The decrease in outstanding debt in the first half of 2009 was due to proceeds from the sale of the PGC in March 2009 being applied to partially repay our revolving line of credit with Wells Fargo and certain other lenders (Note 10 to condensed consolidated financial statements). At June 30, 2009, we had $1.5 million in cash and cash equivalents and $10.7 million available under existing lines of credit. In March 2010, $58.8 million of borrowings under our two available lines of credit is scheduled to mature. The lines of credit have financial covenants requiring, among other things, a minimum of $10 million in liquidity and a limitation on new indebtedness. As of June 30, 2009, our liquidity as defined under the credit agreements was $12.2 million. Our ability to continue meeting its financial covenants under these agreements is dependent on our ability to reduce cash outflows from operations and sell selected real estate assets in a difficult market environment. Failure to satisfy the minimum liquidity covenants or to otherwise default under one credit agreement could result in a default under both credit agreements as well as a default under the $40 million senior secured convertible notes. Defaults under the credit agreements could result in all outstanding borrowings becoming immediately due and payable. A default under the senior secured convertible notes could require us to redeem the notes at 115% of the outstanding amount of principal and

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accrued interest. At June 30, 2009, these circumstances gave rise to substantial doubt as to our ability to continue as a going concern.

        In response to these circumstances, we are undertaking several financial and strategic initiatives to amend the terms of our credit agreements, reduce cash commitments and generate cash flow from a variety of sources, including the sale of several real estate assets. We have renegotiated agreements to eliminate approximately $6 million of 2009 cash commitments (net of cancellation fees); and are currently in the process of negotiating additional 2009 cash deferrals. We are in discussions with both lenders to further amend our line of credit and revolving loan agreements to extend the maturity dates beyond March 2010, and to increase the amounts available under the line of credit agreement based, in part, on a re-appraisal of the properties securing the line of credit and by providing additional properties as collateral under the agreement. In addition, we have taken several other actions to reduce cash outflows including reducing our total number of employees by approximately 159 in the first half of 2009, as well as other measures to reduce operating expenses. We are actively in the process of attempting to sell several selected real estate assets to provide additional liquidity and to further reduce debt.

        There can be no assurance that we will be able to sell real estate assets at acceptable prices, or at all, or that we will be able to restructure our borrowing arrangements sufficient to maintain compliance with financial covenants or to continue as a going concern. Our ability to continue as a going concern requires a combination of asset sales, credit agreement amendments and operational efficiencies, all of which must be executed in a difficult market environment. Failure to sell real estate assets or to amend our credit agreements would have a material adverse impact on our financial condition and results of operations and could result in our inability to continue as a going concern.

        In July 2006, Bay Holdings, in which we have a 51% interest, entered into a syndicated construction loan agreement with Lehman, for the lesser of $370 million or 61.6% of the total projected cost of the project. Lehman's commitment under the loan agreement was approximately 78% of the total. On September 15, 2008, Lehman filed a petition under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court. In February 2009, Bay Holdings entered into an amended and restated construction loan agreement with Lehman, Swedbank, MH Kapalua Venture, LLC, an affiliate of Marriott, and certain other syndicate lenders, pursuant to which Bay Holdings may borrow an aggregate of approximately $354.5 million, including amounts previously funded under the original construction loan agreement (see Note 11 to condensed consolidated financial statements).

        In March 2009, we executed two amendments to our revolving line of credit agreement with American AgCredit, FLCA. The amendments eliminated certain financial covenants as of and for the year ended December 31, 2008; suspended certain financial covenants for 2009; added financial covenants for 2009 requiring the maintenance of a minimum liquidity amount of $10 million and restrictions on new indebtedness; and increased the interest rate on loan draws by 60 to 110 basis points. The amendments also accelerated the maturity of the loan from June 2011 to March 2010 and currently require the reappraisal of all collateral and a permanent pay down if the collateral value is less than 50% of the loan commitment. As of June 30, 2009, this $25 million line of credit was fully drawn.

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        Also in March 2009, we executed two amendments of our revolving line of credit agreement with Wells Fargo Bank and certain other lenders, to be in compliance with the financial covenants as of December 31, 2008. The amendments also eliminated all financial covenants except for the maintenance of a minimum liquidity amount of $10 million and limitations on additional indebtedness; extended the maturity of the facility to March 2010 from November 2009; requires the reappraisal of the properties collateralizing the facility and the reduction of the available credit or addition of collateral to maintain a 50% loan commitment to collateral value; eliminated the restriction on the lenders' recourse to recover against us; and increased the interest rate on loan draws by 275 basis points. In connection with the sale of PGC, we applied $45 million of proceeds against outstanding borrowings under this line of credit, which was partially collateralized by the PGC, and the available credit was reduced from $90 million to $45 million. As of June 30, 2009, we had $34.3 million outstanding or encumbered to secure letters of credit, and $10.7 million available under this line.

        On July 28, 2008, we issued $40 million in aggregate principal amount of convertible notes, bearing 5.875% interest per annum payable quarterly in cash in arrears beginning October 15, 2008. The convertible notes mature on July 15, 2013, subject to earlier conversion or redemption under certain conditions as specified in the notes. As of June 30, 2009, we had $40.5 million in principal and accrued but unpaid interest outstanding under the convertible notes.

        As of June 30, 2009, we were in compliance with all of the covenants under our outstanding debt arrangements.

        In the first six months of 2009, consolidated net cash used in operating activities was $15.1 million compared to net cash used in operating activities of $25.7 million for the first six months of 2008. By operating segment, these cash flows were approximately as follows:

 
  Six Months
Ended
June 30,
 
 
  2009   2008  
 
  (in millions)
 

Agriculture

  $ (3.2 ) $ (12.5 )

Resort

    (5.1 )   (5.9 )

Community Development

    (2.1 )   (7.9 )

Interest, taxes and other

    (4.7 )   0.6  
           

Total

  $ (15.1 ) $ (25.7 )
           

        The reduction in cash used in operating activities in the first six months of 2009 compared to 2008 primarily reflects cost reduction measures that we began implementing in the later part of 2008 and in the first half of 2009. Operating cash flows for the first six months of 2009 and 2008 did not include the sale of new real estate product and there was no construction of real estate inventories in 2009 or 2008.

        In order to meet liquidity covenants required by our borrowing agreements, and to supplement negative cash flows from operations, our plans for 2009 include the sales of certain operating and non-operating real estate assets combined with the leaseback of properties as necessary. However, there can be no assurance that we will be able to sell real estate assets at acceptable prices, or at all, or to

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take other necessary steps to maintain compliance with financial covenants or to continue as a going concern. Failure to sell real estate assets or to take these other steps would have a material adverse impact on our financial condition and results of operations and could result in our inability to continue as a going concern.

        In 2009, minimum required contributions to our defined benefit pension plans are expected to be $2.1 million. We may defer contributions to our pension plans and to the extent that payments are deferred, we would be required to pay interest on all deferred amounts. To date in 2009, we have made all required minimum contributions to our defined benefit pension plans in 2009, which total $1.1 million. Our net pension liability and minimum required contribution amounts are calculated based upon an assessment of several variables including employee compensation levels, employee turnover rates, the expected long term rate of return on investments, and other factors that are difficult to ascertain. Any significant changes in any one or more of these variables could materially affect our net pension liability and required minimum contributions. We expect to contribute $835,000 to our other post-retirement benefit plans in 2009.

        In 2009, capital expenditures and expenditures for deferred development cost have been reduced, except for expenditures that are necessary to maintain our operations and standards of quality at the Kapalua Resort. Capital expenditures planned for 2009 total $2.0 million primarily for replacement of equipment.

        In connection with the PGC sale and leaseback, we are obligated to replace the irrigation system prior to the end of the two-year leaseback term. The replacement costs are capped at $5 million under the terms of the agreement. In addition, our annual net rental payment under the lease is $4.0 million.

        We are obligated to purchase the spa, beach club improvements and the sundry store from Bay Holdings at actual construction costs of approximately $35 million. We are negotiating the terms of the purchase with the members of Bay Holdings, and expect to fund most of the purchase in future years.

CONTRACTUAL OBLIGATIONS

        The following summarizes our contractual obligations as of June 30, 2009 (in thousands):

 
   
  Payment due by period (years)  
Contractual Obligations
  Total   Less Than 1   1 - 3   4 - 5   After 5  

Long-term debt(1)

  $ 98,800   $ 58,800   $   $ 40,000   $  

Capital lease obligations (including interest)

    3,419     1,231     1,512     510     166  

Interest on long-term debt(2)(7)

    16,104     7,163     6,460     2,481      

Operating leases(3)

    2,157     563     1,168     389     37  

Purchase commitments(3)(6)

    9,560     3,364     2,611     1,942     1,643  

Other long-term liabilities(4)(5)(7)

    6,613     1,982     2,426     1,088     1,117  
                       
 

Total

  $ 136,653   $ 73,103   $ 14,177   $ 46,410   $ 2,963  
                       

(1)
Long-term debt as presented above includes convertible notes of $40 million due in July 2013. These notes are included in our June 30, 2009 balance sheet as long-term debt of $32,703,000 and other current liabilities (derivative liability) of $1,265,000. The purchasers of the notes have the right to require redemption on the third anniversary of purchase, but the notes have a stated five year maturity.

(2)
Future interest payments on long term debt were calculated assuming that future interest rates equal the rates at June 30, 2009.

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(3)
These operating leases and purchase commitments are not reflected on the consolidated balance sheets under accounting principles generally accepted in the United States of America.

(4)
Amounts consist primarily of payments due under our deferred compensation plan, unfunded pension payments and severance plans. Where pension payments were for lifetime, payments were estimated for five additional years.

(5)
We adopted FIN 48 on January 1, 2007, and have not provided a detailed estimate of the timing of payments amounting to $945,000 due to the uncertainty of when the related tax settlements are due (see Note 16 to condensed consolidated financial statements).

(6)
We are obligated to purchase the spa, beach club improvements and the sundry store from Bay Holdings at actual construction costs of approximately $35 million. We are negotiating the terms of the purchase with the members of Bay Holdings, and the obligation is not included in the table above because the timing and amount of the payment is uncertain.

(7)
In connection with the sale of the PGC, we entered into an agreement to leaseback the PGC for two years for an annual net rental payment of $4 million. The agreement also requires us to replace the irrigation system at the PGC, subject to a cap of $5 million, prior to the end of the two year lease term. Because our obligation to replace the irrigation system is considered continuing involvement, the sale and leaseback has been accounted for as a financing transaction, and, accordingly, a portion of each monthly rental payment is charged to interest expense. The portion of the rental payments which will represent a reduction of the noncurrent obligation is included in this line in the table above. The interest component has been included in Interest on Long-Term Debt in the table above. The obligation to replace the irrigation system is not included in the table above because the timing and amount of the payment is uncertain.


FORWARD-LOOKING STATEMENTS AND RISKS

        This and other reports filed by us with the Securities and Exchange Commission, or SEC, 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 relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others.

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        Such risks and uncertainties also include those risks and uncertainties 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, 2008, 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. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this report.

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. At June 30, 2009, $3.8 million of our borrowings carried interest rates that was variable with LIBOR rates and the remaining borrowings carried interest at fixed rates, which includes $55 million of variable rate that is converted to fixed rate debt by interest rate swap agreements. 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 swaps 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 2.9%, before applicable interest rate spreads. The estimated fair value of these derivative instruments was a liability of approximately $673,000 as of June 30, 2009.

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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 Interim 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 Interim 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 Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance 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 six months ended June 30, 2009 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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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, 2008 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 SEC. 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.

Item 4.    Submission of Matters to a Vote of Security Holders

        On May 4, 2009, we held the 2009 the annual meeting of our shareholders, or the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of outstanding shares as of March 9, 2009, the record date of the Annual Meeting, was approximately 8,141,988. The results of the voting were as follows:

Proposal 1: Election of Class One Directors for a three-year term:

 
  Shares Voted For   Shares Withheld  

Stephen M. Case

    7,036,232     162,807  

David C. Cole

    7,021,385     177,654  

Walter A. Dods, Jr. 

    7,034,220     164,819  

Fred E. Trotter, III

    7,038,774     160,265  

Proposal 2: Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2009:

Shares voted for:

    7,113,702  

Shares voted against:

    73,680  

Shares abstained:

    11,657  

        There were no broker non-votes on any matter voted upon at the Annual Meeting. Except as set forth above with respect to Proposal 2, there were no abstentions with respect to any matter voted upon at the Annual Meeting.

        The terms of the following members of our Board of Directors continued after the annual meeting: John H. Agee, Miles R. Gilburne, Warren H. Haruki, David A. Heenan, Kent T. Lucien and Duncan MacNaughton.

Item 5.    Other Information

        On August 3, 2009, the Company entered into Restricted Stock Award Grant Notices and Agreements with the following executives for restricted shares that vest quarterly over a five year period: Warren H. Haruki, Executive Chairman and Interim Chief Executive Officer—56,000 shares; John P. Durkin, Chief Financial Officer—48,000 shares; Ryan L. Churchill, Senior Vice President/ Corporate Development—48,000 shares. The foregoing description of the Restricted Stock Award Grant Notices and Agreements are not complete and are qualified in their entirety by reference to the agreements filed herewith as Exhibits 10.1, 10.2 and 10.3.

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Item 6.    Exhibits

(10)       Material Contracts

 

 

10.1

 

Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.

 

 

10.2

 

Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.

 

 

10.3

 

Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and Ryan L. Churchill.

(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.

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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.

August 3, 2009

Date

 

 

 

/s/ JOHN P. DURKIN

John P. Durkin
Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number   Description
  10.1   Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.

 

10.2

 

Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.

 

10.3

 

Restricted Stock Award Grant Notice and Agreement dated August 3, 2009, between Maui Land & Pineapple Company, Inc. and Ryan L. Churchill.

 

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.

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