Maui Land & Pineapple Co. Inc. Annual Report 2014

Plain-text annual report

Table Of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-06510MAUI LAND & PINEAPPLE COMPANY, INC.(Exact name of registrant as specified in its charter) Hawaii(State or other jurisdictionof incorporation or organization)99-0107542(IRS EmployerIdentification number) 200 Village RoadLahaina, Maui, Hawaii 96761(Address of principal executive offices) (Zip Code)(808) 877-3351(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, without Par Value(Title of each class)NYSE(Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 duringthe 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 thepast 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submitand post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 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 thedefinitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ $45,023,991 (Aggregate market value common stockheld by non-affiliates at June 30, 2014)18,788,778 (Number of shares of common stockoutstanding at February 1, 2015) Portions of registrant’s Proxy Statement forthe 2015 Annual Meeting of Shareholders (Part III of Form 10-K) (Documents incorporated by reference) Table Of Contents FORWARD-LOOKING STATEMENTS This annual report on Form 10-K filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission, or SEC, contains 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 tofuture events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels ofactivity, 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 thereofor comparable terminology. Actual results could differ materially from those projected in forward-looking statements. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this annual report, wecannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations setforth in this annual report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possiblefor 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 offactors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as ofthe 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 ariseafter the date of this annual report. i Table Of Contents TABLE OF CONTENTS Forward Looking Statements PART I Item 1.Business 1Item 1A.Risk Factors 4Item 1B.Unresolved Staff Comments 9Item 2.Properties 9Item 3.Legal Proceedings 10Item 4.Mine Safety Disclosures 11 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11Item 6.Selected Financial Data 11Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations 12Item 7A.Quantitative and Qualitative Disclosures About Market Risk 17Item 8.Financial Statements and Supplementary Data 18Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40Item 9A.Controls and Procedures 40Item 9B.Other Information 41 PART III Item 10.Directors, Executive Officers and Corporate Governance 41Item 11.Executive Compensation 42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 42Item 13.Certain Relationships and Related Transactions, and Director Independence 42Item 14.Principal Accountant Fees and Services 42 PART IV Item 15.Exhibits, Financial Statement Schedules 42 SIGNATURES 46 ii Table Of Contents PART I Item 1. BUSINESS Overview Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. Depending upon the context, the terms the“Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiariescollectively. The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd. and certain othersubsidiaries of the Company. We own approximately 23,000 acres of land on Maui and develop, sell, and manage residential, resort, commercial, and industrial real estate through thefollowing business segments: •Real Estate—Our real estate operations consist of land planning and entitlement, development, and sales. •Leasing—Our leasing activities include commercial, industrial and agricultural land and facilities leases, licensing of our registered trademarks and tradenames, and stewardship and conservation efforts. •Utilities—We operate two publicly-regulated utility companies which provide potable and non-potable water and sewage transmission services to theKapalua Resort. In addition, we also manage ditch, reservoir and well systems which provide non-potable irrigation water to West and Upcountry Mauiareas. •Resort Amenities—Within the Kapalua Resort, we manage a private, non-equity club program. Additional information and operating results pertaining to the above business segments can be found under the heading “Description of Business” in thisItem 1 and in Note 12 to our financial statements set forth in Item 8 of this annual report. Description of Business Real Estate Our Real Estate segment includes all land planning, entitlement, development and sales activities of our landholdings on Maui. Our principal real estatedevelopment is the Kapalua Resort, a master-planned, destination resort community located in West Maui encompassing approximately 3,000 acres. The following is asummary of our landholdings as of December 31, 2014: WestMaui UpcountryMaui Total Fully entitled urban 1,200 – 1,200 Agricultural zoned 8,000 2,000 10,000 Conservation/watershed 11,800 – 11,800 21,000 2,000 23,000 Real Estate Planning and Entitlements – Appropriate entitlements must be obtained for land that is intended for development. Securing proper landentitlements is a process that requires obtaining county, state and federal approvals, which can take many years to complete and entails a variety of risks. Theentitlement process requires that we satisfy all conditions and restrictions imposed in connection with such governmental approvals, including, among other things,construction of infrastructure improvements, payment of impact fees – for conditions such as parks and traffic mitigation – restrictions on permitted uses of the land,and provision of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government in an effort to obtainnecessary entitlements consistent with the needs of the community. 1Table Of Contents We have approximately 1,500 acres of land in Maui that are in various stages of the development process. The breakdown of these acres is as follows: Location Number ofAcres Zoned forPlanned Use AnticipatedCompletionDates DeferredDevelopmentCosts (millions) ProjectedCosts toComplete(millions) Kapalua Resort 900 Yes 2019 - 2039 $7.0 $500 - $1,000 Pulelehua 300 Yes 2019 - 2024 $0.6 $200 - $300 Hali’imaile Town 300 No 2029 - 2034 $0.1 $100 - $200 We are engaged in planning, permitting and entitlement activities for our development projects, and we intend to proceed with construction and sales of thefollowing projects, among others, when internal and external factors permit: •Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s. Today, the Kapalua Resort is an internationally recognized world-class golf resort destination and residential community. We presently have entitlements to develop a variety of projects in the Kapalua Resort. Two thatare currently planned include Kapalua Mauka and Kapalua Central Resort. Kapalua Mauka is the long-planned expansion of the Kapalua Resort located directly upslope of the existing resort development. As presently planned, itencompasses 800 acres and includes up to 639 residential units with extensive amenities, including up to 27 additional holes of golf. State and Countyland use entitlements have been secured for this project. Kapalua Central Resort is a commercial town center and residential community located in the core of the Kapalua Resort. It is comprised of 46 acres and isplanned to include up to 61,000 square feet of commercial space and 188 condominium and multi-family residential units. State and County land useentitlements have been secured for this project. •Pulelehua: This project is designed to be a new working-class community in West Maui. It encompasses 312 acres and is currently planned to include882 single and multi-family residences, 95,000 square feet of commercial and retail spaces, an elementary school, churches and a community center. Stateand County land use entitlements have been secured for this project. •Hali`imaile Town: An expansion of an existing plantation town in Upcountry Maui, this project is contemplated to be a holistic traditional communitywith agriculture and sustainability as core design elements. The project includes 290 acres designated as urban “Small Town” in the County of Mauigeneral plan. We are in the early stages of this project’s development and securing State and County land use entitlements are expected to take severalyears. Projected development costs are expected to be financed by debt financing, through joint ventures with other development or construction companies, or acombination of these methods. Real Estate Sales – Our wholly-owned subsidiary, Kapalua Realty Company, Ltd., provides general brokerage services for resales of properties in the KapaluaResort and surrounding areas. Revenues from our Real Estate segment totaled $23.3 million, or approximately 71% of total operating revenues for the year ended December 31, 2014. The price and market for luxury and other real estate in Maui are highly cyclical and influenced significantly by interest rates, the general real estate markets inthe mainland United States and specifically the West Coast, the popularity of Hawaii as a vacation destination and second-home market, the general condition of theeconomy in the United States and Asia, and the relationship of the dollar to foreign currencies. Our real estate business faces substantial competition from other landdevelopers on the island of Maui, as well as in other parts of Hawaii and the mainland United States. 2Table Of Contents Leasing Our Leasing segment activities include commercial, light industrial and agricultural land leases, licensing of our registered trademarks and trade names, andstewardship and conservation efforts. Commercial and Industrial Leases – We are the owner and lessor of approximately 270,000 square feet of commercial retail and light industrial properties,including restaurants, retail outlets, office buildings and activities within the Kapalua Resort. The following summarizes information related to our commercial andindustrial leases as of December 31, 2014: Total Average Square Occupancy Lease Footage Percentage Expiration Dates Kapalua Resort 102,456 83% 2015 - 2028 Hali’imaile Town 121,279 89% 2015 - 2029 Other West Maui 46,185 37% 2015 - 2034 Agricultural Leases – We are the lessor of 1,900 acres of diversified agriculture land leases in West and Upcountry Maui. Trademark and Trade Name Licensing – We currently have licensing agreements for the use of our registered Kapalua trademarks and trade names withseveral different companies, mainly in conjunction with the leasing of our commercial spaces and agricultural lands. Stewardship and Conservation – We manage the conservation of an 8,600-acre nature and watershed preserve in West Maui. A portion of our stewardshipand conservation efforts is subsidized by the State of Hawaii and other organizations. Revenues from our Leasing segment totaled $5.1 million, or approximately 16% of total operating revenues for the year ended December 31, 2014. Our leasing operations are highly sensitive to economic conditions including tourism and consumer spending levels. Our leasing operations face substantialcompetition from other property owners in Maui and Hawaii. Utilities Our Utilities segment includes the operations of our two Hawaii Public Utilities Commission-regulated subsidiaries, Kapalua Water Company, Ltd. andKapalua Waste Treatment Company, Ltd. In addition, we also manage several major non-potable irrigation water systems in West and Upcountry Maui areas. Kapalua Water Company, Ltd. provides potable and non-potable water utility services to the Kapalua Resort, including its golf courses, hotels, residentialsubdivisions, commercial properties, and landscaped common areas. Kapalua Waste Treatment Company, Ltd. provides sewage collection and transmission services to the Kapalua Resort. Waste water treatment is processed bythe County of Maui’s facility in neighboring Lahaina, Maui. Non-Potable Irrigation Water Systems – We own and operate several non-potable wells, reservoirs and transmission systems serving the Kapalua Resort, theCounty of Maui, and agricultural users in West and Upcountry Maui areas. Revenues from our Utilities segment totaled $3.3 million, or approximately 10% of total operating revenues for the year ended December 31, 2014. Our utility services are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort. Our water andsewage system infrastructure requires periodic and ongoing maintenance, which in some cases can involve significant capital expenditures. Due to the regulatednature surrounding water sources and transmission infrastructure on Maui, we do not face any substantial competition for our water utility services. 3Table Of Contents Resort Amenities Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access andother privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. Revenues from our Resort Amenities segment totaled $1.2 million, or approximately 4% of total operating revenues for the year ended December 31, 2014. The viability of the Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from otherresort destination communities on Maui and other parts of Hawaii. Employees As of December 31, 2014, we had 17 employees, none of whom are members of a collective bargaining group. Available Information Our internet address is www.mauiland.com. Information about the Company is also available on www.kapalua.com. Reference in this annual report to thesewebsite addresses does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through ourwebsite our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also make available through ourwebsite all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC’swebsite at www.sec.gov. Item 1A. RISK FACTORS The following is a summary of certain risks we face in our business. They are not the only risks we face. Additional risks that we do not yet know of or thatwe currently believe are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occurs,our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. In assessing these risks, investorsshould also refer to the other information contained or incorporated by reference in our other filings with the SEC. Risks Related to our Business Unstable macroeconomic market conditions could continue to materially and adversely affect our operating results. Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a riskto our business as consumers, tourists and real estate investors postpone or reduce spending in response to tighter credit markets, higher energy costs, negativefinancial news, reduced consumer confidence, and/or declines in income or asset values, which could have a material negative effect on the demand for our productsand services. Other factors that could influence demand include increases in fuel costs, conditions in the residential real estate and mortgage markets, interest rates,labor costs, access to credit on reasonable terms, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors couldhave a material adverse effect on demand for our products and services and on our financial condition and operating results. In addition, although economic conditions appear to be improving, if the current equity and credit markets do not continue to improve or further deteriorate,or if our expenses increase unexpectedly, it may become necessary for us to raise additional capital in the form of a debt or equity financing, or a combination of thetwo. If economic conditions do not improve, it could make any debt or equity financing more difficult, more costly, and, in the case of an equity financing, more dilutiveto our existing stockholders. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our ability toexecute our current business strategy, as well as our financial performance and stock price. 4Table Of Contents Real estate investments are subject to numerous risks and we are negatively impacted by downturns in the real estate market. We are subject to the risks that generally relate to investments in real property because we develop and sell real property, primarily for residential use. Themarket for real estate on Maui and in Hawaii generally tends to be highly cyclical and is typically affected by numerous changes in local, national and worldwideconditions, especially economic conditions, many of which are beyond our control, including the following: •periods of economic uncertainty and weakness in Hawaii and in the United States generally; •high unemployment rates and low consumer confidence; •the current sovereign debt crises affecting several countries in the European Union and concerns about sovereign debt of the United States; •the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes ininterest rates; •energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawaii; •local, state and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than what we believeour property is worth; •the popularity of Maui in particular and Hawaii in general as a vacation destination or second home market; •the relationship of the dollar to foreign currencies; •tax law changes, including potential limits or elimination of the deductibility of certain mortgage interest expenses, the application of the alternativeminimum tax, real property taxes and employee relocation expenses; and/or •acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters. Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant general decline in the market forresidential or luxury real estate, which, in turn, could adversely affect our development plans, revenues and profitability. During low periods of demand, real estate mayremain on hand for much longer than expected or be sold at lower than expected returns, or even at a loss, which could impair our liquidity and ability to proceed withdevelopment projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offs of deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the currenteconomic environment, equity real estate investments may be difficult to sell quickly and we may not be able to adjust our portfolio of properties quickly in responseto economic or other conditions. Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, suchas spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results ofoperations. Our businesses are dependent on attracting visitors to the Kapalua Resort, to Maui, and to the State of Hawaii as a whole. Economic factors that affect thenumber of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as the continuing worldwide economic uncertainty andweakness, the level of unemployment in Hawaii and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, andevents in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negativelyaffect a potential buyer’s demand for our future property developments, each of which could have a material adverse impact on our business, financial condition andresults of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the spread ofcontagious diseases could negatively affect a potential visitor’s choice of vacation destination or second home location and as a result, have a material adverse impacton our business, financial condition and results of operations. 5Table Of Contents We have previously been involved in joint ventures and may be subject to risks associated with future joint venture relationships. We have previously been involved in partnerships, joint ventures and other joint business relationships, and may initiate future joint venture projects. A jointventure involves certain risks such as: •our actual or potential lack of voting control over the joint venture; •our ability to maintain good relationships with our joint venture partners; •a venture partner at any time may have economic or business interests that are inconsistent with ours, especially in light of economic uncertainty andweakness; •a venture partner may fail to fund its share of operations and development activities, or to fulfill its other commitments, including providing accurate andtimely accounting and financial information to us; and •a joint venture or venture partner could lose key personnel. In connection with our joint venture projects, we may be asked to guarantee the joint venture’s obligations, or to indemnify third parties in connection with ajoint venture’s contractual arrangements. If we were to become obligated under such arrangements or become subject to the risks associated with joint venturerelationships, our business, financial condition and results of operations may be adversely affected. If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected. We intend to develop resort and other properties as suitable opportunities arise, taking into consideration the general economic climate. New projectdevelopments have a number of risks, including risks associated with: •construction delays or cost overruns that may increase project costs; •receipt of zoning, occupancy and other required governmental permits and authorizations; •development costs incurred for projects that are not pursued to completion; •earthquakes, tsunamis, hurricanes, floods, fires or other natural disasters that could adversely impact a project; •defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the periodrequired to rectify the situation; •ability to raise capital; •impact of governmental assessments such as park fees or affordable housing requirements; •governmental restrictions on the nature or size of a project or timing of completion; and •the potential lack of adequate building/construction capacity for large development projects. If any development project is not completed on time or within budget, this could have a material adverse effect on our financial results. If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected. The financial performance of our Real Estate segment is dependent upon our success in obtaining land use entitlements for proposed development projects.Obtaining all of the necessary entitlements to develop a parcel of land is often difficult, costly and may take several years, or more, to complete. In some situations, wemay be unable to obtain the necessary entitlements to proceed with a real estate development or may be required to alter our plans for the development. Delays orfailures to obtain these entitlements may have a material adverse effect on our financial results. 6Table Of Contents If we are unable to successfully compete with other developers of real estate in Maui, our financial results could be materially adversely affected. Our real estate products face significant competition from other luxury resort real estate properties on Maui, and from other residential property in Hawaii andthe mainland United States. In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors,our financial results could be materially adversely affected. We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development. Various federal, state, and local environmental laws, ordinances and regulations regulate our properties and could make us liable for the costs of removing orcleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could imposeliability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances,or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the realproperty as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at thedisposal or treatment facility, even if we never owned or operated that facility. Certain laws, ordinances and regulations, particularly those governing the managementor preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property. Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition and results of operations. Natural disasters could damage our resort and real estate holdings, resulting in substantial repair or replacement costs to the extent not covered by insurance,a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our business, financial condition and results of operations.Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their assets or operations. Unauthorized use of our trademarks could negatively impact our businesses. We have several trademarks that we have registered in the United States and in several foreign countries. To the extent that our exclusive use of thesetrademarks is challenged, we intend to vigorously defend our rights. If we are not successful in defending our rights, our businesses could be adversely impacted. Market volatility of asset values and interest rates affect the funded status of our defined benefit pension plans and could, under certain circumstances, have amaterial adverse effect on our financial condition. We have two defined benefit pension plans which were frozen with respect to benefits and the addition of participants in 2011. The funded status and ourability to satisfy the future obligations of the plans are affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarialassumptions including the life expectancies of the plans’ participants. If we are unable to adequately fund or meet our future obligations with respect to the plans, ourbusiness, financial condition and results of operations may be adversely affected. Risks Related to Indebtedness and Liquidity We have incurred a significant amount of indebtedness that is currently scheduled to mature on August 1, 2016 and is subject to certain covenants under ourcredit agreements. Failure to extend the maturity date of our credit agreements or satisfy the covenants under these agreements could accelerate our repaymentobligations, which could adversely affect our operations and financial results and impact our ability to satisfy our other financial obligations and ability tocontinue as a going concern. We had outstanding borrowings under two credit facilities totaling $50.2 million as of December 31, 2014. We have pledged a significant portion of our realestate holdings as security for borrowings under our credit facilities, limiting our ability to borrow additional funds. Both credit facilities mature on August 1, 2016. 7Table Of Contents Absent the sale of some of our real estate holdings, refinancing, or extending the maturity date of our credit facilities, we do not expect to be able to repay ouroutstanding borrowings on the maturity date. Our credit facilities have covenants requiring among other things, a minimum of $3 million in liquidity (as defined), a maximum of $175 million in total liabilities,and a limitation on new indebtedness. Our ability to continue to borrow under our credit facilities to fund our ongoing operations and meet our commitments dependsupon our ability to comply with our covenants. If we fail to satisfy any of our loan covenants, each lender may elect to accelerate our payment obligations under suchlender’s credit agreement. Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting ourflexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds. Our cash outlook for the next twelve months and our ability to continue to meet our loan covenants and to continue as a going concern is highly dependent onsuccessfully implementing our business initiatives and selling real estate assets at acceptable prices. Our cash outlook for the next twelve months and our ability to continue to meet our loan covenants is highly dependent on selling certain real estate assets atacceptable prices. If we are unable to meet our loan covenants, borrowings under our credit facilities may become immediately due, and we would not have sufficientliquidity to repay such outstanding borrowings. Our credit facilities require that a portion of the proceeds received from the sale of any real estate assets be repaid toward our loans. The amount of proceedspaid to our lenders will reduce the net sale proceeds available for operating cash flow purposes. In response to these circumstances, we continue to undertake efforts to generate cash flow by employing our real estate assets in leasing and otherarrangements, by the sale of several real estate assets, and by continued cost reduction efforts. However, there can be no assurance that we will be able tosuccessfully achieve these initiatives, which raises substantial doubt about our ability to continue as a going concern. Risks Relating to our Stock Our stock price has been subject to significant volatility. In 2014, the low and high share prices of our common stock ranged from $4.68 to $9.41. Our stock price has been, and may continue to be, subject tosignificant volatility. Among others, including the risks and uncertainties discussed in this annual report, the following factors, some of which are out of our control,may cause the market price of our common stock to continue to be volatile: •our quarterly or annual earnings or those of other companies in our industry; •actual or unanticipated fluctuations in our operating results; •the relatively low volume of trading in our stock; and •the lack of significant securities analysts coverage of our stock. Fluctuations in the price of our common stock may also be exacerbated by economic and other conditions in Maui in particular, or conditions in the financialmarkets generally. Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices. The average daily trading volume in our common stock for the year ended December 31, 2014 was approximately 20,000 shares. If limited trading in our stockcontinues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of ourcommon stock may be made more volatile because of the relatively low volume of trading in our common stock. When trading volume is low, significant pricemovement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses. 8Table Of Contents We do not anticipate declaring any cash dividends on our common stock. We have not declared or paid regular cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy isto retain all funds and any earnings for use in the operation and expansion of our business. The payment of cash dividends by us is restricted by our credit facilities,which contains covenants prohibiting us from paying any cash dividends without the lender’s prior approval. If we do not pay dividends, our stock may be lessvaluable to you because a return on your investment will only occur if our stock price appreciates. If we do not meet the continued listing requirements of the New York Stock Exchange (NYSE), our common stock may be delisted. Our common stock is currently listed on the NYSE. If we are unable to maintain compliance with the NYSE’s continued listing standards the NYSE may takeaction to delist our common stock. Delisting could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducingthe number of investors willing to hold or acquire our common stock, and limiting our ability to issue additional securities or obtain additional financing in the future,and might negatively impact our reputation and, as a consequence, our business. In addition, if our common stock is delisted, it would violate the covenants of ourcredit facilities. We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and containcovenants that restrict our operations. If we continue to have negative cash flows from operations, if unanticipated contingencies arise or if we are required to retire any significant portion of ouroutstanding indebtedness, it will be necessary for us to raise additional capital either through public or private equity or debt financing. We cannot say with anycertainty that we will be able to obtain the additional needed funds on reasonable terms, or at all. If we were to raise capital through the issuance of our common stockor securities convertible or exercisable into our common stock, our existing stockholders may suffer significant dilution. If we issued preferred equity or debt securities,these securities could have rights superior to holders of our common stock and could contain covenants that will restrict our operations. If additional funds are raisedthrough a bank credit facility or the issuance of debt securities, the holder of such indebtedness would have rights senior to the rights of equity holders and the termsof such indebtedness could impose restrictions on our operations. Item 1B. UNRESOLVED STAFF COMMENTS None. Item 2. PROPERTIES Most of our land was acquired from 1911 to 1932 and, accordingly, has a relatively low cost basis. The following is a summary of our landholdings as ofDecember 31, 2014: Acres Upcountry Maui 2,000 West Maui 21,000 Total 23,000 Our 2,000 acres of land in Upcountry Maui is situated at elevations between 1,000 and 2,000 feet above sea level on the slopes of Haleakala, a volcanic-formedmountain on the island that rises above 10,000 feet in elevation. Our 21,000 acres of land in West Maui is comprised of largely contiguous parcels that extend from the sea to an elevation of approximately 5,700 feet, as wellas agricultural and grazing lands, gulches, undeveloped coastline and heavily forested areas. Our West Maui acreage includes approximately 900 acres within theKapalua Resort. We have pledged a significant portion of our real estate holdings as security for borrowings under our credit facilities. 9Table Of Contents We own our principal executive offices located in the Kapalua Resort. We believe our facilities are suitable and adequate for our business and have sufficientcapacity for the purposes for which they are currently being used or intended to be used. Additional information regarding our real estate properties can be foundunder the heading “Business” in Item 1 of this annual report. Item 3. LEGAL PROCEEDINGS On April 19, 2011, a lawsuit was filed against Maui Pineapple Company, Ltd. (MPC) and several other Hawaii based farms by the Equal EmploymentOpportunity Commission (EEOC). The lawsuit alleged the farms should be held liable for illegal acts by Global Horizons, Inc., a company that had hired Thai workers towork at the farms. The lawsuit was filed in the United States District Court, District of Hawaii, as Civil Action No. 11-00257. On June 13, 2013, the EEOC filed a motion toadd as defendants Maui Land & Pineapple Company, Inc. and Hali’imaile Pineapple Company, Ltd. On September 10, 2013, the Court denied the EEOC’s motion. On June 30, 2014, in light of MPC’s inability to fund its defense, the parties entered into a stipulated default judgment in favor of the EEOC and against MPC.On December 19, 2014, the Court entered Findings of Fact and Conclusions of Law, finding Global Horizons, Inc. and MPC jointly and severally liable for damagestotaling $8.1 million and granting a permanent injunction against both parties. MPC is defunct and has no assets or operations, and enforcement of the Court’sjudgment is considered highly doubtful. Maui Land & Pineapple Company, Inc. is not a party to the case and, accordingly, no provision or liability related to theCourt’s judgment has been reflected in the accompanying financial statements. On May 23, 2011, a lawsuit was filed against multiple parties including the Company by purchasers of two units at the project formerly known as The Ritz-Carlton Residences at Kapalua Bay. The lawsuit was filed in the Circuit Court of the Second Circuit, State of Hawaii pursuant to Civil No. 11-1-0216-(3). The lawsuitalleges deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations with regard to the sale of the tworesidential units and seeks unspecified damages, treble damages and other relief. We disagree with the allegations and we are defending ourselves. We are presentlyunable to estimate the amount, or range of amounts, of any probable liability, if any, related to this matter and no provision has been made in the accompanyingfinancial statements. On June 7, 2012, a group of owners of whole-ownership units at the project formerly known as The Ritz-Carlton Club and Residences, Kapalua Bay filed alawsuit against multiple parties including the Company. The lawsuit was filed in the Circuit Court of the Second Circuit, State of Hawaii, pursuant to Civil No. 12-1-0586(3). We believe we have not been involved in any wrongdoing, disagree with the charges and are defending ourselves. We are presently unable to estimate theamount, or range of amounts, of any probable liability, if any, related to this matter and no provision has been made in the accompanying financial statements. On June 19, 2013, a lawsuit was filed against multiple parties including the Company by several owners of timeshare condominium interests in the projectformerly known as The Ritz-Carlton Residences at Kapalua Bay (Fractional Interests). The lawsuit was filed in the Circuit Court of the Second Circuit, State of Hawaii,pursuant to Civil No. 13-1-0640-(2). The lawsuit alleges unfair and deceptive trade practices, negligent misrepresentations, omissions, concealment, and fraud in theinducement among other allegations with regards to the marketing and sales of certain Fractional Interests and seeks unspecified damages, treble damages and otherrelief. We are presently unable to estimate the amount, or range of amounts, of any probable liability, if any, related to this matter and no provision has been made inthe accompanying financial statements. We are a party to various claims, complaints and other legal actions that have arisen in the normal course of business from time to time. We believe theoutcome of these pending legal proceedings, in the aggregate, is not likely to have a material adverse effect on our operations, financial position or cash flows. 10Table Of Contents Item 4. MINE SAFETY DISCLOSURES Not applicable. PART II Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the symbol “MLP.” We did not declare any dividends in 2014 and 2013. Our ability to declare dividends isrestricted by the terms of our credit agreements. We do not intend to pay any cash dividends on our common stock in the foreseeable future. As of December 31, 2014,there were 292 shareholders of record of our common stock. The following chart reflects high and low sales prices during each of the quarters in 2014 and 2013: First Second Third Fourth Quarter Quarter Quarter Quarter 2014High $6.70 $9.41 $7.70 $6.45 Low 5.35 6.46 4.68 5.13 2013High $4.29 $4.94 $4.68 $6.94 Low 3.74 3.88 3.86 4.02 We did not repurchase any shares of common stock during the fiscal year ended December 31, 2014. Securities Authorized For Issuance Under Equity Compensation Plans The information regarding securities authorized for issuance under our equity compensation plans is set forth in Item 12 of this annual report. Item 6. SELECTED FINANCIAL DATA Because we are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item. 11Table Of Contents Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the forward-looking statements disclaimer set forth at the beginning of this annualreport, the risk factors set forth in Item 1A of this annual report, and our financial statements and the notes to those statements set forth in Item 8 of this annual report. RESULTS OF OPERATIONS Comparison of Years Ended December 31, 2014 and 2013 CONSOLIDATED Year Ended December 31, 2014 2013 (in thousands except share amounts) Real Estate Sales $22,687 $4,513 Real Estate Cost of Sales (1,294) (2,420)Gains from Real Estate Sales 21,393 2,093 Other Operating Revenues 10,320 10,699 Operating Costs and Expenses (6,737) (7,940)Depreciation Expense (2,301) (2,550)General and Administrative and Other Expenses (2,770) (2,842)Operating Income (Loss) 19,905 (540)Interest Expense (2,270) (2,491)Income (Loss) from Continuing Operations 17,635 (3,031)Income from Discontinued Operations - 1,867 Net Income (Loss) $17,635 $(1,164) Net Income (Loss) per Common Share $0.94 $(0.06)REAL ESTATE Year Ended December 31, 2014 2013 (in thousands) Real Estate Sales $22,687 $4,513 Real Estate Cost of Sales (1,294) (2,420)Gains from Real Estate Sales 21,393 2,093 Other Operating Revenues 617 921 Operating Costs and Expenses (1,218) (2,084)General and Administrative and Other Expenses (655) (573)Operating Income $20,137 $357 In October 2014, we sold an unimproved 244-acre parcel of former agricultural land located in West Maui, commonly known as Lipoa Point, to the State ofHawaii for $19.8 million. The sale resulted in a gain of approximately $19.3 million with the proceeds from the sale designated for the benefit of our pension plans. In May 2014, we sold the 4-acre Kapalua Plantation Golf Course maintenance facility to the owner of the golf course for $2.3 million. The sale resulted in a gainof $1.5 million. We used $1.9 million of the sale proceeds to release an approximately 1.1 acre property and building in the Kapalua Resort, commonly known as theHonolua Store, from the collateral held under our Wells Fargo credit facility and $0.4 million of the proceeds to repay our American AgCredit term loan. In November 2013, we sold a 10-acre light industrial zoned parcel in West Maui for $5.4 million. The sale resulted in a gain of $2.1 million. Proceeds from thesale were used to fund a $2.4 million payment toward deferred maintenance as part of our settlement of issues surrounding The Residences at Kapalua Bay project andto repay our American AgCredit term loan. 12Table Of Contents Included in other operating revenues for our real estate segment are real estate sales commissions from resales of properties owned by private residents in theKapalua Resort and surrounding areas by our wholly-owned subsidiary, Kapalua Realty Company, Ltd. Commission revenue totaled $0.6 million for both 2014 and2013. Higher operating costs and expenses in 2013 were primarily related to the foreclosure proceeding and the settlement of issues surrounding The Residences atKapalua Bay project. We did not have any significant real estate development expenditures in 2014 or 2013. Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of futureperformance trends in this business segment. LEASING Year Ended December 31, 2014 2013 (in thousands) Operating Revenues $5,147 $4,862 Operating Costs and Expenses (2,244) (2,906)Depreciation Expense (1,807) (1,992)General and Administrative and Other Expenses (450) (369)Operating Income (Loss) $646 $(405) Average Occupancy Rates: Kapalua Resort 83% 79%Hali'imaile Town 89% 88%Other West Maui 37% 38% We have contracted a third-party property management company to manage our commercial leasing portfolio. The increase in operating revenues in 2014 wasprimarily due to new tenant leases for our Kapalua Resort commercial spaces. Lower operating costs and expenses in 2014 were primarily attributable to an increase incommon area expense recoveries associated with higher occupancy levels and additional government subsidies for our watershed stewardship and conservationefforts. In January 2014, our Honolua Store tenant completed a $5.0 million renovation of the interior and exterior of the store. Other West Maui leasable properties aremainly large-acre former pineapple field parcels and maintenance facilities. Our leasing operations face substantial competition from other property owners in Maui and Hawaii. 13Table Of Contents UTILITIES Year Ended December 31, 2014 2013 (in thousands) Operating Revenues $3,310 $3,686 Operating Costs and Expenses (2,375) (2,225)Depreciation Expense (410) (426)General and Administrative and Other Expenses (189) (153)Operating Income $336 $882 Consumption (in million gallons): Potable 151 159 Non-potable/irrigation 598 753 We have contracted a third-party water engineering and management company to manage the operations of our wholly-owned subsidiaries: Kapalua WaterCompany, Ltd. and Kapalua Waste Treatment Company, Ltd. We have contracted a third-party water maintenance company to manage our non-potable irrigation watersystems in West and Upcountry Maui. The decrease in revenues and operating income in 2014 was primarily due to a decrease in sales of potable and non-potable water resulting from rainierweather conditions in Maui as compared to the prior year. RESORT AMENITIES Year Ended December 31, 2014 2013 (in thousands) Operating Revenues $1,214 $1,217 Operating Costs and Expenses (854) (665)General and Administrative and Other Expenses (282) (226)Operating Income $78 $326 Kapalua Club Members 492 495 Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access andother privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. The increasein operating costs and expenses in 2014 was primarily due to higher access fees for certain amenities offered to the club’s members. DISCONTINUED OPERATIONS Our former agriculture, golf, retail, spa and beach club operations are reported as discontinued operations. Income from discontinued operations for 2013included a $1.9 million gain from the sale of a 7-acre parcel and building that was part of our former agricultural processing facilities in Central Maui. INTEREST EXPENSE Interest expense was $2.3 million for 2014 compared to $2.5 million for 2013. Our average interest rates on borrowings was 4.4% for 2014, compared to 4.6% for2013, and average borrowings were $49.7 million in 2014 compared to $51.0 million in 2013. LIQUIDITY AND CAPITAL RESOURCES Liquidity We had outstanding borrowings under two credit facilities totaling $50.2 million and cash on hand of $0.4 million as of December 31, 2014. We had a total of$3.7 million of available credit under two revolving lines of credit as of December 31, 2014. 14Table Of Contents Revolving Line of Credit with Wells Fargo We have a $30.8 million revolving line of credit with Wells Fargo that matures on August 1, 2016. Interest on borrowings is at LIBOR plus 3.65% and the lineof credit is collateralized by approximately 880 acres of the Company’s real estate holdings at the Kapalua Resort. In connection with entering into our First HawaiianBank credit agreement, we made a $1.9 million paydown to release the Honolua Store from the collateral held under this facility. The line of credit agreement containsvarious representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenantsinclude a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million, and a limitation on new indebtedness. The credit agreementincludes predetermined release prices for the real property securing the credit facility. There are no commitment fees on the unused portion of the revolving facility.Absent the sale of some of our real estate holdings or refinancing, we do not expect to be able to pay the outstanding balance of the revolving line of credit on thematurity date. As of December 31, 2014, we had $30.6 million of borrowings outstanding under this revolving line of credit. Term Loan with American AgCredit We have a $20 million term loan with American AgCredit that matures on August 1, 2016. Interest on this credit facility is based on the greater of 1.00% or the30-day LIBOR rate, plus an applicable spread of 4.00% with a reduction in the applicable spread to 3.75%, if the principal balance of the loan is reduced to $15 million.The loan agreement requires that the principal balance be paid down to $17 million by May 1, 2015 and to $15 million by May 1, 2016. The loan agreement containsvarious representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenantsinclude a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million and a limitation on new indebtedness. It also requires mandatoryprincipal repayments of 100% of the net proceeds of the sale of any real property pledged as collateral for the loan and mandatory principal repayments based onpredetermined percentages of 60% to 75% of the net proceeds from the sale of non-collateralized real property. The loan is collateralized by approximately 3,100 acresof the Company’s real estate holdings in West Maui and Upcountry Maui. Absent the sale of some of our real estate holdings or refinancing, we do not expect to beable to pay the outstanding balance of the term loan on the maturity date. Revolving Line of Credit with First Hawaiian Bank In June 2014, we entered into a credit agreement with First Hawaiian Bank providing us with a $3.5 million revolving line of credit for general working capitaland corporate purposes. The agreement matures on June 5, 2015. Borrowings under the revolving line of credit bear interest at the Bank’s Prime Rate and the creditfacility is secured by the Honolua Store. As of December 31, 2014, we had no borrowings outstanding under this revolving line of credit. As of December 31, 2014, we believe we are in compliance with the covenants under our Wells Fargo, American AgCredit and First Hawaiian Bank creditfacilities. Cash Flows During 2014, we used $2.7 million of net cash flow in our operating activities. In October 2014, we sold our Lipoa Point property to the State of Hawaii andutilized the entire $19.4 million of sale proceeds to fund our pension plans. In May 2014, we sold the Kapalua Plantation Golf Course maintenance facility and utilized$1.9 million of the sale proceeds to release the Honolua Store from the collateral held under our Wells Fargo credit facility and the remaining $0.4 million of saleproceeds to repay our American AgCredit term loan. During 2014, we had net borrowings of $1.7 million under our Wells Fargo revolving line of credit. During 2014, we paid interest totaling $2.2 million on ourloans and paid $0.6 million toward our settlement with the U.S. Internal Revenue Service (IRS). Future Cash Inflows and Outflows Our plans include continued efforts to generate cash flow by employing our real estate assets in leasing and other arrangements, by the sale of several realestate assets, and by continued cost reduction efforts. Proceeds from the sale of any of our real estate assets will be used principally to repay our outstandingindebtedness. 15Table Of Contents With the funding of our pension plans from the sale of Lipoa Point, we do not expect to be required to make minimum contributions to our pension plans in2015. Our current development activities are limited to planning, permitting and other efforts to secure and maintain project entitlements and we do not have anysignificant development or capital expenditures planned at this time. Our cash outlook for the next twelve months and our ability to continue to meet our loan covenants and to continue as a going concern is highly dependenton successfully implementing our business initiatives and selling real estate assets at acceptable prices. There can be no assurance that we will be able to sell any ofour real estate assets on acceptable terms, if at all. If we are unable to meet our loan covenants, borrowings under our credit facilities may become immediately due, andwe would not have sufficient liquidity to repay such outstanding borrowings. In addition, absent the sale of some of our real estate holdings, refinancing, or extendingthe maturity date of our credit facilities, we do not expect to be able to repay our outstanding borrowings on the maturity date. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our accounting policies are described in “Summary of Significant Accounting Policies,” Note 1 to our financial statements set forth in Item 8 of this annualreport. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of accounting estimates. Some of theseestimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materiallyaffect the amounts reported in our financial statements. The accounting policies and estimates that we have identified as being critical to our financial statements areas follows: •Our long-lived assets are reviewed for impairment if events or circumstances indicate that the carrying amount of the long-lived asset may not berecoverable. These asset impairment loss analyses contain uncertainties because they require management to make assumptions and apply considerablejudgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about futureevents, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs ofmaintenance and improvements of the assets; thus, the accounting estimates may change from period to period. If management uses differentassumptions or if different conditions occur in future periods, our financial condition or future operating results could be materially impacted. •Deferred development costs, principally predevelopment costs and offsite development costs related to various projects in the planning stages by ourReal Estate segment, totaled $9.3 million at December 31, 2014. Based on our future development plans for the Kapalua Resort and other properties suchas Pulelehua, and Hali`imaile Town, and the estimated value of these future projects, management has concluded that these deferred costs will berecoverable from future development projects. The volatility of this assumption arises because of the long-term nature of our development plans and theuncertainty of when or if certain parcels will be developed. •Determining pension expense and obligations for our two defined benefit pension plans utilizes actuarial estimates of participants’ age at retirement, lifespan, the long-term rate of return on investments and other factors. In addition, pension expense is sensitive to the discount rate utilized to value thepension obligation. These assumptions are subject to the risk of change as they require significant judgment and have inherent uncertainties thatmanagement or its consulting actuaries may not control or anticipate. A detailed discussion of our defined benefit pension plans is contained in Note 9 toour financial statements set forth in Item 8 of this annual report. •Stock-based compensation expense is calculated based on assumptions as to the expected life of the options, price volatility, risk-free interest rate andexpected forfeitures. While management believes that the assumptions made are appropriate, current and future compensation expense could vary basedon the assumptions used. •Management calculates the income tax provision, current and deferred income taxes along with the valuation allowance based upon various complexestimates and interpretations of income tax laws and regulations. Deferred tax assets are reduced by a valuation allowance to the extent that it is morelikely than not that they will not be realized. To the extent we begin to generate taxable income in future years, and it is determined the valuationallowance is no longer required, the tax benefit for the remaining deferred tax assets will be recognized at such time. A detailed discussion of our incometaxes is contained in Note 11 to our financial statements set forth in Item 8 of this annual report. 16Table Of Contents •Our results of operations could be affected by significant litigation or contingencies adverse to the Company, including, but not limited to, liability claims,environmental matters, and contract terminations. We record accruals for legal matters when the information available indicates that it is probable that aliability has been incurred and the amount of the loss can be reasonably estimated. We make adjustments to these accruals to reflect the impact andstatus of negotiations, settlements, rulings, advice of legal counsel and other information and events that may pertain to a particular matter. Predicting theoutcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to varymaterially from those estimates. In making determinations of likely outcomes of litigation matters, we consider many factors. These factors include, butare not limited to, the nature of specific claims, our experience with similar types of claims, the jurisdiction in which the matter is filed, input from outsidelegal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter’s current status. A detaileddiscussion of significant litigation matters and contingencies is contained in Note 14 to our financial statements set forth in Item 8 of this annual report. IMPACT OF INFLATION AND CHANGING PRICES Most of the land we own was acquired from 1911 to 1932 and is carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placedin service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current cost. OFF-BALANCE SHEET ARRANGMENTS As of December 31, 2014, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Because we are a smaller reporting company, as defined in Item 10(f)(1) of SEC Regulation S-K, we are not required to provide the information required by thisItem. 17Table Of Contents Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ofMaui Land & Pineapple Company, Inc.Lahaina, Hawaii We have audited the accompanying consolidated balance sheet of Maui Land & Pineapple Company, Inc. and its subsidiaries (the “Company”) as of December 31,2014, and the related consolidated statements of operations and comprehensive income, stockholders’ deficiency, and cash flows for the year then ended. TheCompany’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting asa basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and theresults of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidatedfinancial statements, under existing circumstances, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plansconcerning these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from theoutcome of this uncertainty. /s/ ACCUITY LLP Honolulu, HawaiiFebruary 27, 2015 18 Table Of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ofMaui Land & Pineapple Company, Inc.Lahaina, Hawaii We have audited the accompanying consolidated balance sheet of Maui Land & Pineapple Company, Inc. and subsidiaries (the “Company”) as of December 31, 2013,and the related consolidated statements of operations and comprehensive income, stockholders’ deficiency, and cash flows for the year then ended. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting asa basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Maui Land & Pineapple Company, Inc. andsubsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principlesgenerally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to thefinancial statements, the Company’s recurring negative cash flows from operations and deficiency in stockholder’s equity raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty. /s/ DELOITTE & TOUCHE LLP Honolulu, HawaiiMarch 20, 2014 19Table Of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2014 2013 (in thousands except share data) ASSETS CURRENT ASSETS Cash $415 $359 Accounts receivable, less allowance of $194 and $163 for doubtful accounts 1,272 1,203 Prepaid expenses and other assets 170 596 Assets held for sale - 744 Total Current Assets 1,857 2,902 PROPERTY Land 5,158 5,355 Land improvements 24,951 24,951 Buildings 33,479 33,534 Machinery and equipment 11,813 11,820 Construction in progress - 1,606 Total Property 75,401 77,266 Less accumulated depreciation 39,335 37,084 Net Property 36,066 40,182 OTHER ASSETS Deferred development costs 9,347 7,727 Other noncurrent assets 2,001 2,942 Total Other Assets 11,348 10,669 TOTAL $49,271 $53,753 LIABILITIES & STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Current portion of long-term debt $2,533 $49,000 Trade accounts payable 968 995 Payroll and employee benefits 270 362 Current portion of accrued retirement benefits 391 443 Income taxes payable 566 1,421 Current portion of accrued contract terminations 159 159 Other current liabilities, including deferred revenue 1,077 2,216 Total Current Liabilities 5,964 54,596 LONG-TERM LIABILITIES Long-term debt 47,643 - Accrued retirement benefits 6,893 20,867 Accrued contract terminations 316 475 Other noncurrent liabilities 3,637 5,046 Total Long-Term Liabilities 58,489 26,388 COMMITMENTS & CONTINGENCIES (Note 7 & 14) STOCKHOLDERS' DEFICIENCY Common stock--no par value, 43,000,000 shares authorized; 18,785,055 and 18,737,384 shares issued andoutstanding 77,105 76,810 Additional paid in capital 9,246 9,245 Accumulated deficit (75,959) (93,594)Accumulated other comprehensive loss (25,574) (19,692)Stockholders' Deficiency (15,182) (27,231)TOTAL $49,271 $53,753 See Notes to Financial Statements 20Table Of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME Years Ended December 31, 2014 2013 (in thousands except per share amounts) OPERATING REVENUES Real estate Sales $22,687 $4,513 Commissions and other 617 921 Leasing 5,147 4,862 Utilities 3,310 3,686 Resort amenities and other 1,246 1,230 Total Operating Revenues 33,007 15,212 OPERATING COSTS AND EXPENSES Real estate Cost of sales 1,294 2,420 Other 1,218 2,084 Leasing 2,244 2,906 Utilities 2,375 2,225 Resort amenities and other 900 725 General and administrative 2,379 2,992 Gain from settlement of contract termination - (1,038)Depreciation 2,301 2,550 Pension and other post-retirement expenses 391 888 Total Operating Costs and Expenses 13,102 15,752 Operating Income (Loss) 19,905 (540)Interest expense (2,270) (2,491)Income (Loss) from Continuing Operations net of income taxes of $0 17,635 (3,031)Income from Discontinued Operations net of income tax benefit of $0 and $144 - 1,867 NET INCOME (LOSS) 17,635 (1,164)Pension benefit adjustment net of income taxes of $0 (5,882) 7,887 COMPREHENSIVE INCOME $11,753 $6,723 NET INCOME (LOSS) PER COMMON SHARE --BASIC AND DILUTED Continuing Operations $0.94 $(0.16)Discontinued Operations - 0.10 Net Income (Loss) $0.94 $(0.06) See Notes to Financial Statements 21Table Of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY For the Years Ended December 31, 2014 and 2013 (in thousands) Accumulated Additional Other Common Stock Paid in Acumulated Comprehensive Shares Amount Capital Deficit Loss Total Balance, January 1, 2013 18,664 $76,410 $9,236 $(92,430) $(27,579) $(34,363) Share-based compensation expense 425 425 Issuance of shares for incentive plan 33 133 133 Vested restricted stock issued 74 416 (416) - Shares cancelled to pay tax liability (34) (149) (149)Other comprehensive income-pension (Note 9) 7,887 7,887 Net loss (1,164) (1,164) Balance, December 31, 2013 18,737 $76,810 $9,245 $(93,594) $(19,692) $(27,231) Share-based compensation expense 271 271 Issuance of shares for incentive plan 36 218 218 Vested restricted stock issued 42 270 (270) - Shares cancelled to pay tax liability (30) (193) (193)Other comprehensive loss-pension (Note 9) (5,882) (5,882)Net income 17,635 17,635 Balance, December 31, 2014 18,785 $77,105 $9,246 $(75,959) $(25,574) $(15,182) See Notes to Financial Statements 22Table Of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2014 and 2013 Years Ended December 31, 2014 2013 (in thousands) OPERATING ACTIVITIES Net income (loss) $17,635 $(1,164)Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 2,514 2,870 Share based compensation 271 425 Gain on property disposals (1,465) (1,668)Land transferred in settlement of contract terminations - (773)Changes in operating assets and liabilities: Accounts receivable (69) (65)Change in retirement liabilities (19,908) (1,823)Trade accounts payable 4 (354)Income taxes payable (855) (1,036)Other operating assets and liabilities (863) 2 NET CASH USED IN OPERATING ACTIVITIES (2,736) (3,586) INVESTING ACTIVITIES Purchases of property (31) (4)Proceeds from disposals of property 2,276 3,904 Payments for other assets (67) (109) NET CASH PROVIDED BY INVESTING ACTIVITIES 2,178 3,791 FINANCING ACTIVITIES Proceeds from long-term debt 3,500 7,800 Payments of long-term debt (2,324) (8,068)Debt and common stock issuance costs and other (562) (407) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 614 (675) NET INCREASE (DECREASE) IN CASH 56 (470)CASH AT BEGINNING OF YEAR 359 829 CASH AT END OF YEAR $415 $359 Cash paid during the year: Interest $2,204 $2,335 Income taxes $600 $700 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: •Amounts included in trade accounts payable for additions to property and other investments totaled $35,000 and $4,000 at December 31, 2014 and 2013,respectively. •Common stock issued to certain members of the Company’s management totaled $218,000 and $133,100 at December 31, 2014 and 2013, respectively. See Notes to Financial Statements 23Table Of Contents MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIESNOTES TO FINANCIAL STATEMENTS 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION The financial statements include the accounts of Maui Land & Pineapple Company, Inc. and its principal subsidiary Kapalua Land Company, Ltd. and othersubsidiaries (collectively, the “Company”). The Company’s principal operations include the development, sale and leasing of real estate, water and waste transmissionservices, and the management of a private club membership program at the Kapalua Resort. Significant intercompany balances and transactions have been eliminated. LIQUIDITY The Company had outstanding borrowings under two credit facilities totaling $50.2 million as of December 31, 2014. The Company has pledged a significantportion of its real estate holdings as security for borrowings under its credit facilities, limiting its ability to borrow additional funds. Both credit facilities mature onAugust 1, 2016. Absent the sale of some of its real estate holdings, refinancing, or extending the maturity date of its credit facilities, the Company does not expect to be ableto repay its outstanding borrowings on the maturity date. The credit facilities have covenants requiring among other things, a minimum of $3 million in liquidity (as defined), a maximum of $175 million in total liabilities,and a limitation on new indebtedness. The Company’s ability to continue to borrow under its credit facilities to fund its ongoing operations and meet its commitmentsdepends upon its ability to comply with its covenants. If the Company fails to satisfy any of its loan covenants, each lender may elect to accelerate its paymentobligations under such lender’s credit agreement. The Company’s cash outlook for the next twelve months and its ability to continue to meet its loan covenants is highly dependent on selling certain realestate assets at acceptable prices. If the Company is unable to meet its loan covenants, borrowings under its credit facilities may become immediately due, and it wouldnot have sufficient liquidity to repay such outstanding borrowings. The Company’s credit facilities require that a portion of the proceeds received from the sale of any real estate assets be repaid toward its loans. The amount ofproceeds paid to its lenders will reduce the net sale proceeds available for operating cash flow purposes. The aforementioned circumstances raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that theCompany will be able to successfully achieve its initiatives summarized below in order to continue as a going concern. The accompanying financial statements havebeen prepared assuming the Company will continue as a going concern and do not include any adjustments that might result should the Company be unable tocontinue as a going concern. In response to these circumstances, the Company continues to undertake efforts to generate cash flow by employing its real estate assets in leasing andother arrangements, by the sale of several real estate assets, and by continued cost reduction efforts. COMPREHENSIVE INCOME Comprehensive income includes all changes in stockholders’ deficiency, except those resulting from capital stock transactions. Comprehensive incomeincludes adjustments to the Company’s defined benefit pension plan obligations. ALLOWANCE FOR DOUBTFUL ACCOUNTS Receivables are recorded net of an allowance for doubtful accounts. The Company estimates future write-offs based on delinquencies, credit ratings, agingtrends, and historical experience. The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses; however, significantdeterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company’s financialcondition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness and no collateral is generally requiredfrom customers. 24Table Of Contents ASSETS HELD FOR SALE Assets are reported as held for sale when they are being actively marketed and available for immediate sale in their present condition, the sale is probable andthe transfer of the asset is expected to qualify for recognition as a completed sale within one year. Assets held for sale are stated at the lower of net book value orestimated fair value less cost to sell. DEFERRED DEVELOPMENT COSTS Deferred development costs consist primarily of design, entitlement and permitting fees and real estate development costs related to various planned projects.Deferred development costs are written off if management decides that it is no longer probable that the Company will proceed with the related development project. PROPERTY AND DEPRECIATION Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the lifeof an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciationare written off and the resulting gains or losses are included in income. Depreciation is provided over the estimated useful lives of the respective assets using thestraight-line method generally over three to 40 years. LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition ismade. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss isrecognized in an amount by which the assets’ net book values exceed their fair value. These asset impairment loss analyses require management to make assumptionsand apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertaintyabout future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenanceand improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if differentconditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. There were no impairment chargesrecorded in 2014 or 2013. ACCRUED RETIREMENT BENEFITS The Company’s policy is to fund retirement benefit costs at a level at least equal to the minimum amount required under federal law, but not more than themaximum amount deductible for federal income tax purposes. The under-funded status of the Company’s defined benefit pension plans is recorded as a liability in its balance sheet and changes in the funded status of theplans are recorded in the year in which the changes occur, through comprehensive income (loss). A pension asset or liability is recognized for the difference betweenthe fair value of plan assets and the projected benefit obligation as of year-end. Deferred compensation plans for certain former management employees provide for specified payments after retirement. A liability has been recognized basedon the present value of estimated payments to be made. REVENUE RECOGNITION Real estate revenues are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks ofownership have passed to the buyer. Sales of real estate that was not used in operations is considered operating revenue. Lease revenues are recognized on a straight-line basis over the terms of the leases. Also included in lease income are certain percentage rents determined inaccordance with the terms of the leases. Lease income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold arerecognized only after the defined sales thresholds are achieved. 25Table Of Contents Other revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability isreasonably assured. OPERATING COSTS AND EXPENSES Real estate, leasing, utilities, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and otherpost-retirement expenses. INCOME TAXES The Company accounts for uncertain tax positions in accordance with the provisions of Financial Accounting Standard Board (FASB) Accounting StandardsCodification (ASC) Topic 740. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition andmeasurement of a tax position taken or expected to be taken in a tax return (Note 11). The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences betweenthe financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferredincome tax assets if management believes that it is more likely than not that some portion or all of the asset will not be realized through future taxable income. SHARE-BASED COMPENSATION PLANS The Company accounts for share-based compensation, including grants of employee stock options, as compensation expense over the service period(generally the vesting period) in the financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is estimated andconsidered in the amount recognized. USE OF ESTIMATES AND RECLASSIFICATIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateof the financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates.Certain amounts in the December 31, 2013 consolidated statements of operations and comprehensive income were reclassified to conform to the December 31, 2014presentation. Such amounts had no impact on net income (loss) and comprehensive income previously reported. RISKS AND UNCERTAINTIES Factors that could adversely impact the Company’s future operations or financial results include, but are not limited to the following: periods of economicweakness and uncertainty in Hawaii and the mainland United States; high unemployment rates and low consumer confidence; the current sovereign debt crisesaffecting several countries in the European Union and concerns about sovereign debt in the United States; the general availability of mortgage financing, including theeffect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risks related to the Company’s investments in real property,the value and salability of which could be impacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawaii ingeneral as a vacation destination or second-home market; increased energy costs, including fuel costs, which affect tourism on Maui and Hawaii generally; untimelycompletion of land development projects within forecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timelymanner; unfavorable legislative decisions by state and local governmental agencies; the cyclical market demand for luxury real estate on Maui and in Hawaii generally;increased competition from other luxury real estate developers on Maui and in Hawaii generally; failure of future joint venture partners to perform in accordance withtheir contractual agreements; environmental regulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters; the Company’s locationapart from the mainland United States, which results in the Company’s financial performance being more sensitive to the aforementioned economic risks; failure tocomply with restrictive financial covenants in the Company’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flowrequirements. 26Table Of Contents ENVIRONMENTAL REMEDIATION COSTS The Company accrues for environmental remediation costs when such losses are probable and reasonably estimable. Such accruals are adjusted as furtherinformation develops or circumstances change. When the remediation cost is expected to be incurred within a relatively short period of time, the obligations are notdiscounted to their present value. At December 31, 2014 and 2013, the Company had accrued for $142,000 and $165,000, respectively, of remediation costs. NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenuerecognition guidance in Accounting Standards Codification (ASC) Topic 606, Revenue Recognition, and requires that an entity use the defined five step process torecognize revenue. The ASU also requires additional disclosures and is effective for annual periods beginning after December 15, 2016, including interim periods withinthat reporting period. Early implementation is not permitted. Upon adoption, the Company will have the option of retrospectively applying the guidance to eachreporting period presented with certain practical expedients or retrospectively reporting the cumulative effect of initially applying the ASU at the date of initialapplication with additional disclosure requirements. The Company has not yet determined the effect this ASU will have on its financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation –Accounting for Share-Based Payments When the Terms of an AwardProvide That a Performance Target Could Be Achieved After the Requisite Service Period. This ASU requires that a performance target that affects vesting and thatcould be achieved after the requisite service period be treated as a performance condition under the existing guidance of ASC Topic 718, as it relates to vesting of suchawards. The performance target should not be reflected in estimating the grant-date fair value of the award, and compensation cost should be recognized in the periodin which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which therequisite service has already been rendered. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectivelyto all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements with a cumulativeeffect adjustment to the opening retained earnings balance. The ASU will be effective for annual and interim reporting periods beginning after December 15, 2015 withearly adoption permitted. The adoption of this guidance in 2014 did not have a material impact on the Company’s financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements –Going Concern. This ASU requires an entity’s management toevaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concernwithin one year after the date that the financial statements are issued or available to be issued. Management’s evaluation should be based on relevant conditions orevents that are reasonably knowable at the date the financial statements are issued. The ASU will be effective for the annual period ending after December 15, 2016 andfor annual and interim periods thereafter, with early adoption permitted. The adoption of this guidance in 2014 did not have a material impact on the Company’sfinancial statements. NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted netincome (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional commonshares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued. Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method isapplied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of non-vested restrictedstock are issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised. These amounts were excludedbecause the effect would be anti-dilutive. Year Ended December 31, 2014 2013 Basic and diluted 18,768,693 18,702,396 Potentially dilutive 63,724 110,193 2.ASSETS HELD FOR SALE AND REAL ESTATE SALES At December 31, 2014, assets held for sale consisted of a 630-acre parcel of fallow agricultural land in Upcountry Maui. At December 31, 2013, assets held forsale consisted of the Kapalua Plantation Golf Course maintenance facility. In October 2014, the Company sold its Lipoa Point property to the State of Hawaii for $19.8 million. The sale resulted in a gain of approximately $19.3 million. 27 Table Of Contents In May 2014, the Company sold the Kapalua Plantation Golf Course maintenance facility to the owner of the golf course for $2.3 million. The sale resulted in again of $1.5 million. The Company utilized $1.9 million of the sale proceeds to release the Honolua Store from the collateral held under its Wells Fargo credit facility and$0.4 million of the proceeds to repay its term loan with American AgCredit. In November 2013, the Company sold a 10-acre light industrial zoned parcel in West Maui for $5.4 million. The sale resulted in a gain of $2.1 million. Proceedsfrom the sale were used to fund the Company’s $2.4 million payment toward deferred maintenance as part of The Residences at Kapalua Bay settlement (Settlement)and to paydown its American AgCredit term loan. Approximately $0.9 million of the sale price was deferred until certain post-closing obligations of the Company werecompleted. These obligations were not met and $0.6 million were recognized as revenues in 2014. In June 2013, the Company sold a 7-acre parcel and building that was the last of its former agricultural processing facilities in Central Maui for $4.0 million. Thesale resulted in a $1.9 million gain included in discontinued operations. 3.CONTRACT TERMINATIONS The Company has a 51% ownership interest in Kapalua Bay Holdings, LLC (Bay Holdings), which is the sole member of Kapalua Bay LLC (Kapalua Bay).Kapalua Bay constructed The Residences at Kapalua Bay, a residential and timeshare development on land that it owned at the site of the former Kapalua Bay Hotel,and a spa on an adjacent parcel of land that was owned by the Company and leased to Kapalua Bay. The other members of Bay Holdings are MH Kapalua Venture,LLC, 34%, and ER Kapalua Investors Fund, LLC, 15%. Bay Holdings is not a variable interest entity, as defined in GAAP. The Company accounts for its investment inBay Holdings using the equity method of accounting because, although it has the ability to exercise significant influence over operating and financial policies, it doesnot control Bay Holdings through a majority voting interest or other means. As a result of the 2009 losses incurred by Bay Holdings, the Company’s carrying value ofits investment in Bay Holdings was written down to zero in 2009. The Company will not recover any amounts from its investment in Bay Holdings because alloperations of Kapalua Bay have ceased. Therefore, the Company will not recognize any additional equity in the earnings (losses) of Bay Holdings. The Company had an agreement to purchase from Kapalua Bay certain amenities of the project, including the spa, a beach club and a sundry store, at theactual construction cost of approximately $35 million (the “Amenities Purchase and Sale Agreements”). Kapalua Bay had a construction loan agreement that matured on August 1, 2011 that was collateralized by the project assets, including the land that wasowned by Kapalua Bay that underlies the project. The Company and the other members of Bay Holdings had guaranteed to the lenders completion of the project andrecourse with regard to certain acts, but had not guaranteed the repayment of the loan. On March 13, 2012, the lenders notified Kapalua Bay that the loan was indefault and on June 13, 2012, the lenders filed for foreclosure against Kapalua Bay. The foreclosure was completed on June 13, 2013 and the loan collateral includingthe unsold inventory, leasehold spa improvements, and the Amenities Purchase and Sale Agreements between the Company and Kapalua Bay, were transferred to afirm affiliated with one of the two remaining lenders. Other than the transfer of the Amenities Purchase and Sale Agreements, the foreclosure proceeding did notdirectly impact the Company’s operating results. On November 25, 2013, the Company and the other parties involved in The Residences at Kapalua Bay development project reached a comprehensivesettlement with respect to numerous issues and disputes surrounding the project. As part of its portion of the settlement, the Company paid $2.4 million towarddeferred maintenance at the project, conveyed the three-acre leased parcel underlying the spa and the five-acre parking lot adjacent to the project valued at $0.8million, and committed to pay $0.6 million over the next four years for the annual dues of the 133 releasing fractional owners, of which $0.5 million and $0.6 millionremained outstanding as of December 31, 2014 and 2013, respectively, in exchange for termination of the Amenities Purchase and Sale Agreements. In addition, theCompany received full release from its construction loan guarantees and secured continued access to the spa and beach club for its Kapalua Club members at amonthly cost of $29,000. The Company previously recorded $4.1 million in accrued contract terminations as its best estimate of its exposure under these agreements.The total cost of the settlement was less than previously estimated and resulted in a $0.3 million reduction of accrued contract terminations and contract terminationsexpense in 2013. The eight acres of land transferred as part of the settlement were accounted for at fair value in accordance with the accounting guidance fornonmonetary transactions. Accordingly, the Company derecognized the spa parcel and parking lot parcel and recognized a gain of $0.8 million equal to the differencebetween the carrying value and fair value of those assets. These amounts are reflected within gain from settlement of contract termination in the accompanying 2013consolidated statement of operations. Stephen M. Case, who is a director and a 64% shareholder of the Company as of February 2015, is the Chairman, Chief Executive Officer, and indirectbeneficial owner of Revolution LLC, which is the indirect majority owner of ER Kapalua Investors Fund, LLC, and thus Mr. Case has a beneficial interest in BayHoldings. 28 Table Of Contents 4.PROPERTY Property at December 31, 2014 and 2013 consisted of the following: 2014 2013 (in thousands) Land $5,158 $5,355 Land improvements 24,951 24,951 Buildings 33,479 33,534 Machinery and equipment 11,813 11,820 Construction in progress - 1,606 Total Property 75,401 77,266 Less accumulated depreciation 39,335 37,084 Net Property $36,066 $40,182 Land Most of the Company’s 23,000 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost. Approximately 21,000 acres ofland are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet. This parcel includesapproximately 900 acres within the Kapalua Resort’s 3,000 acres. The Company’s remaining land properties are former agricultural fields including processing andmaintenance facilities located in Upcountry Maui in an area commonly known as Haliimaile. Land Improvements Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is theCompany’s potable and non-potable water system in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost. Buildings Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Haliimaile which are used in the Company’s leasingoperations. The majority of the buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if theseassets were stated at current replacement cost. Machinery and Equipment Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasingoperations. Also included are machinery and equipment used in the Company’s utilities operations. Construction in Progress Construction in progress is comprised primarily of a potable water well that was drilled and tested in Upcountry Maui, which has not been placed into serviceand was reclassified as deferred development costs in 2014. 5.LONG-TERM DEBT Long-term debt at December 31, 2014 and 2013 consisted of the following: 2014 2013 (in thousands) Wells Fargo revolving loans, 3.82% and 3.99%, respectively $30,643 $29,000 American AgCredit term loan, 5.00% 19,533 20,000 Total 50,176 49,000 Less current portion 2,533 49,000 Long-term debt $47,643 $- WELLS FARGO The Company has a $30.8 million revolving line of credit with Wells Fargo that matures on August 1, 2016. Interest on borrowings is at LIBOR plus 3.65% andthe line of credit is collateralized by approximately 880 acres of the Company’s real estate holdings at the Kapalua Resort. In connection with entering into its FirstHawaiian Bank credit agreement, the Company made a $1.9 million paydown to release the Honolua Store from the collateral held under this facility. The line of creditagreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type.Financial covenants include a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million, and a limitation on new indebtedness. Thecredit agreement includes predetermined release prices for the real property securing the credit facility. There are no commitment fees on the unused portion of therevolving facility. Absent the sale of some of its real estate holdings or refinancing, the Company does not expect to be able to pay the outstanding balance of therevolving line of credit on the maturity date. 29 Table Of Contents AMERICAN AGCREDIT The Company has a $20 million term loan with American AgCredit that matures on August 1, 2016. Interest on this credit facility is based on the greater of1.00% or the 30-day LIBOR rate, plus an applicable spread of 4.00% and provides for a reduction in the applicable spread to 3.75% if the principal balance of the loan isreduced to $15 million. The loan agreement requires that the principal balance be paid down to $17 million by May 1, 2015 and to $15 million by May 1, 2016. The loanagreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type.Financial covenants include a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million and a limitation on new indebtedness. It alsorequires mandatory principal repayments of 100% of the net proceeds of the sale of any real property pledged as collateral for the loan and mandatory principalrepayments based on predetermined percentages of 60% to 75% of the net proceeds from the sale of non-collateralized real property. The loan is collateralized byapproximately 3,100 acres of the Company’s real estate holdings in West Maui and Upcountry Maui. Absent the sale of some of its real estate holdings or refinancing,the Company does not expect to be able to pay the outstanding balance of the term loan on the maturity date. FIRST HAWAIIAN BANK In June 2014, the Company entered into a credit agreement with First Hawaiian Bank providing the Company with a $3.5 million revolving line of credit forgeneral working capital and corporate purposes. The agreement expires on June 5, 2015. Borrowings under the revolving line of credit bear interest at the Bank’s PrimeRate and the credit facility is collateralized by the Honolua Store. As of December 31, 2014, there were no borrowings outstanding under this revolving line of credit. As of December 31, 2014, the Company believes it is in compliance with the covenants under its Wells Fargo, American AgCredit and First Hawaiian Bankcredit facilities. 6.FAIR VALUE MEASUREMENTS GAAP establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements to enable the reader of the financialstatements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used todetermine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The valuation is based onsettlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based onborrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt at December 31, 2014 and 2013 was$50,176,000 and $49,000,000, respectively, which approximated fair value. The fair value of debt has been classified as level 2 measurements. See Note 9 for theclassification of the fair value of pension assets. In 2013, eight acres of land were transferred as part of the Settlement and were accounted for at fair value in accordance with the accounting guidance fornonmonetary transactions. Accordingly, the Company derecognized the spa parcel and parking lot parcel and recognized a gain of $0.8 million equal to the differencebetween the carrying value and fair value (based on Level 3 inputs) of those assets. 7.DISCONTINUED OPERATIONS The Company’s former agriculture, golf, retail, spa and beach club operations are reported as discontinued operations. The operating results including anygains or losses from the disposal of assets related to these former operations have been reported as discontinued operations in the accompanying financialstatements. Income from discontinued operations for 2013 included a $1.9 million gain from the sale of a 7-acre parcel and building that was part of the Company’sformer agricultural processing facilities in Central Maui and a $0.5 million reversal of accrued income taxes payable and interest resulting from the IRS settlement.Income from discontinued operations in 2013 also includes losses of $0.4 million from operating the spa and beach club prior to the cessation of operations in 2013. The revenues and income (loss) before income tax benefits for the discontinued operations were as follows: 2013 (in thousands) Revenues Spa & Beach Club $1,294 Total $1,294 Income (loss) from Discontinued Operations Spa & Beach Club $(443)Retail (1)Agriculture 2,167 Total $1,723 30 Table Of Contents On April 19, 2011, a lawsuit was filed against MPC and several other Hawaii based farms by the EEOC. The lawsuit alleged the farms should be held liable forillegal acts by Global Horizons, Inc., a company that had hired Thai workers to work at the farms. The lawsuit was filed in the United States District Court, District ofHawaii, as Civil Action No. 11-00257. On June 13, 2013, the EEOC filed a motion to add as defendants Maui Land & Pineapple Company, Inc. and Hali’imaile PineappleCompany, Ltd. On September 10, 2013, the Court denied the EEOC’s motion. On June 30, 2014, in light of MPC’s inability to fund its defense, the parties entered into a stipulated default judgment in favor of the EEOC and against MPC.On December 19, 2014, the Court entered Findings of Fact and Conclusions of Law, finding Global Horizons, Inc. and MPC jointly and severally liable for damagestotaling $8.1 million and granting a permanent injunction against both parties. MPC is defunct and has no assets or operations, and enforcement of the Court’sjudgment is considered highly doubtful. Maui Land & Pineapple Company, Inc. is not a party to the case and, accordingly, no provision or liability related to theCourt’s judgment has been reflected in the accompanying financial statements. 8.LEASING ARRANGEMENTS The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants. These operatingleases generally provide for minimum rents and, in some cases, licensing fees and percentage rentals based on tenant revenues. In addition, the leases generallyprovide for reimbursement of common area maintenance and other expenses. Total rental income under these operating leases was as follows: 2014 2013 (in thousands) Minimum rentals $2,711 $2,684 Percentage rentals 790 562 Licensing fees 637 637 Other (primarily common area recoveries) 1,009 979 $5,147 $4,862 Property at December 31, 2014 and 2013 includes leased property of $45.1 million and $45.2 million, respectively (before accumulated depreciation of $21.7million and $20.1 million, respectively). Future minimum rental income receivable during the next five years and thereafter is as follows: (in thousands) 2015 $2,635 2016 2,077 2017 1,978 2018 1,552 2019 1,473 Thereafter 7,859 31Table Of Contents 9.ACCRUED RETIREMENT BENEFITS Accrued retirement benefits at December 31, 2014 and 2013 consisted of the following: 2014 2013 (in thousands) Defined benefit pension plans $2,540 $16,941 Supplemental executive retirement plan 4,468 3,972 Deferred compensation plan 276 397 Total 7,284 21,310 Less current portion (391) (443)Non-current portion of accrued retirement benefits $6,893 $20,867 The Company has two defined benefit pension plans which cover substantially all of its former bargaining and non-bargaining full-time, part-time andintermittent employees. In 2011, pension benefits under both plans were frozen. The Company also has an unfunded nonqualified supplemental executive retirementplan which covers seventeen of its former executives. The supplemental executive retirement plan was frozen in 2009 and future vesting of additional benefits wasdiscontinued. The measurement date for the Company’s benefit plan disclosures is December 31 of each year. The changes in benefit obligations and plan assets for 2014and 2013, and the funded status of the plans, and assumptions used to determine benefit information at December 31, 2014 and 2013 were as follows: 2014 2013 (in thousands) Change in benefit obligations: Benefit obligations at beginning of year $66,091 $72,824 Interest cost 3,093 2,880 Actuarial (gain) loss 6,577 (5,193)Benefits paid (4,412) (4,420) Benefit obligations at end of year 71,349 66,091 Change in plan assets: Fair value of plan assets at beginning of year 45,178 42,518 Actual return on plan assets 3,404 4,691 Employer contributions 20,171 2,389 Benefits paid (4,412) (4,420) Fair value of plan assets at end of year 64,341 45,178 Funded status $(7,008) $(20,913)Accumulated benefit obligations $71,349 $66,091 Weighted average assumptions used to determine benefitobligations at December 31: Discount rate 3.96% -4.07% 4.68% -4.92% Expected long-term return on plan assets 5.32% 7.00% Rate of compensation increase n/a n/a 32stTable Of Contents Accumulated other comprehensive loss of $25.6 million and $19.7 million at December 31, 2014 and 2013, respectively, represent the net actuarial loss whichhas not yet been recognized as a component of pension expense. In 2015, $0.8 million of net actuarial loss is expected to be recognized as a component of net pensionexpense.Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows: 2014 2013 (in thousands) Pension and other benefits: Interest cost $3,093 $2,880 Expected return on plan assets (3,316) (2,906)Recognized net actuarial loss 604 914 Pension expense $381 $888 Other changes in plan assets and benefit obligations recognized in comprehensive income: Net (gain) loss $6,486 $(6,973)Recognized loss (604) (914) Total recognized (gain) loss in comprehensive income $5,882 $(7,887) Weighted average assumptions used to determine net periodic benefitcost: 2014 2013Pension benefits: Discount rate 4.68% -4.92% 3.87% -4.16% Expected long-term return on plan assets 7.00% 7.00% Rate of compensation increase n/a n/a The expected long-term rate of return on plan assets was based on a building-block approach. Historical markets are studied and long-term historicalrelationships between equities and fixed income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate agreater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital markets are determined.Diversification and rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns. The fair values of the Company’s pension plan assets at December 31, 2014 and 2013, by asset category, were as follows: 2014 Fair Value Measurements (in thousands) Quoted Prices inActive Markets forIdentical Assets(Level 1) Significant OtherObservable Inputs(Level 2) Total AHGT pooled equity funds $- $9,884 $9,884 AHGT pooled fixed income funds - 51,483 51,483 Cash management funds - 2,974 2,974 $- $64,341 $64,341 33Table Of Contents 2013 Fair Value Measurements (in thousands) Quoted Prices inActive Markets forIdentical Assets(Level 1) Significant OtherObservable Inputs(Level 2) Total AHGT pooled equity funds $- $25,061 $25,061 AHGT pooled fixed income funds - 19,160 19,160 Cash management funds - 957 957 $- $45,178 $45,178 Aon Hewitt Group Trust (AHGT) pooled equity and fixed income funds: Pooled equity and fixed income funds consist of various AHGT Funds offeredthrough private placements. The units are valued daily using net asset values (NAV). NAV are based on the fair value of each fund’s underlying investments. Level 1assets are priced using quotes for trades occurring in active markets for the identical asset. Level 2 assets are priced using observable inputs for the asset (for example,interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs thatare derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plans. The pension planassets are allocated among approved asset types based on the plans current funded status and other characteristics set by the administrative committee, and subjectto liquidity requirements of the plans. Estimated future benefit payments are as follows (in thousands): 2015 $4,555 2016 4,504 2017 4,482 2018 4,517 2019 4,528 2020 - 2024 22,437 The Company’s cessation of its agriculture and golf operations and the corresponding reduction in active participant counts triggered the requirement thatthe Company provide security to the Pension Benefits Guaranty Corporation (PBGC) of approximately $23.9 million to support the unfunded liabilities of its pensionplans or to make contributions to the plans in excess of the minimum required amounts. In 2011 and 2012, the Company pledged a total of 8,400 acres of formeragricultural lands in West Maui to the PBGC for five years in satisfaction of the requirement. No formal appraisal or determination of the fair value of the pledgedproperties was performed by the Company or the PBGC. In October 2014, the Company sold its Lipoa Point property to the State of Hawaii for $19.8 million. The sale resulted from a bill enacted by the State of Hawaiiin June 2013 which provided for the purchase of Lipoa Point with the stipulation that the proceeds from the sale be designated for the benefit of the Company’spension plans. The Lipoa Point property was part of the 8,400 acres of former agricultural lands pledged to the PBGC. Upon the closing of the Lipoa Point sale, the $19.8 million sale price, less closing costs of approximately $400,000, was transferred to the trustee of theCompany’s pension plans and the mortgage on the property held by the PBGC was released. With the funding of the Company’s pension plans from the Lipoa Pointsale, the Company does not expect to be required to make minimum contributions to its pension plans for the foreseeable future. Required minimum contributionstotaled $2.8 million and $2.1 million for 2014 and 2013, respectively. 10.SHARE-BASED COMPENSATION The Company accounts for share-based compensation arrangements, including grants of employee stock options, as compensation expense over the serviceperiod (generally the vesting period) in the financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimatedand considered in the amount recognized. Excess tax benefits are reported as a financing cash inflow rather than as a reduction of taxes paid. 34Table Of Contents The total compensation expense recognized for share-based compensation was $271,000 and $425,000 for 2014 and 2013, respectively. There was no taxbenefit or expense related thereto. Recognized share-based compensation was reduced for estimated forfeitures prior to vesting based primarily on historical annualforfeiture rates of approximately 2.6% and 2.8%, for 2014 and 2013, respectively. Estimated forfeitures will be reassessed in subsequent periods and may change basedon new facts and circumstances. Executive officers and certain members of management received annual incentive awards totaling $218,000 and $133,100 in February2014 and 2013, respectively, based on the achievement of certain predefined performance goals and objectives. The annual incentive awards are paid in stock of theCompany and resulted in the issuance of 35,917 and 33,187 shares in February 2014 and 2013, respectively. Stock Options In May 2006, the Company’s shareholders approved the 2006 Equity and Incentive Award Plan (2006 Plan) and an increase in the number of shares ofcommon stock authorized under the Articles of Association by 1,000,000 shares, all of which have been reserved for issuance under the 2006 Plan. The 2006 Planprovides that the administrator can grant stock options and other equity instruments. The terms of certain grant types follow general guidelines, but the term andconditions of each award can vary at the discretion of the administrator. With respect to awards granted to non-employee directors, the administrator of the 2006 Planis the Board of Directors. The Compensation Committee of the Board is the administrator of the 2006 Plan for all other persons, unless the Board assumes authority foradministration. At December 31, 2014, there were 397,011 shares remaining and available for issuance under the 2006 Plan. A summary of stock option award activity as of and for the years ended December 31, 2013 and 2014 are as follows: Shares WeightedAverage ExercisePrice WeightedAverage Grant-Date Fair Value WeightedAverageRemainingContractual Term(years) AggregateIntrinsic Value$(000) Outstanding at January 1, 2013 79,000 $23.52 Forfeited or cancelled (19,000) $35.82 $12.29 Outstanding at December 31, 2013 60,000 $19.63 $7.33 3.4 $- Exercisable at December 31, 2013 55,000 $20.94 $7.77 2.5 $- Expected to vest at December 31, 2013 3,600 $5.20 $2.48 5.2 $- Outstanding at January 1, 2014 60,000 $19.63 Forfeited or cancelled (12,500) $33.88 $10.63 Outstanding at December 31, 2014 47,500 $15.88 $6.46 3.1 $- Exercisable at December 31, 2014 47,500 $15.88 $6.46 3.1 $- Expected to vest at December 31, 2014 - $- $- - $- (1)For in the money options.(2)Options expected to vest reflect estimated forfeitures. There were no stock options granted or exercised during the years ended December 31, 2014 or 2013. The fair value of shares vested was $12,000 for the yearsended December 31, 2014 and 2013. These options will expire if they are not exercised by specific dates through March 2019. As of December 31, 2014, there was nounamortized compensation expense for awards granted under the stock option plans. 35(1)(2)(2)Table Of Contents Restricted Stock There were 14,896 and 12,000 shares of restricted stock granted to management and the Company’s Board of Directors in 2014 and 2013, respectively. Duringthe years ended December 31, 2014 and 2013, 42,367 and 74,342 shares of restricted stock vested as directors’ and management service requirements were met. Allrestricted shares granted in 2014 and 2013 were granted under the 2006 Plan. The weighted average grant-date fair value of restricted stock granted during 2014 and2013 was $8.06 and $4.03 per share, respectively. A summary of the activity of nonvested restricted stock awards as of and for the year ended December 31, 2014 is as follows: Weighted Average Grant-Date Shares Fair Value Nonvested balance at January 1, 2013 94,137 $5.56 Granted 12,000 $4.03 Vested (74,342) $4.79 Nonvested balance at December 31, 2013 31,795 $5.79 Nonvested balance at January 1, 2014 31,795 $5.79 Granted 14,896 $8.06 Vested (42,367) $3.85 Forfeited or cancelled (600) $7.25 Nonvested balance at December 31, 2014 3,724 $8.06 11.INCOME TAXES GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken orexpected to be taken in a tax return. In 2013, the tax liability for uncertain tax positions was reduced by $248,000 to $0 because of expiration of statutes of limitationsand the IRS settlement. As of December 31, 2014 and 2013, total accrued interest for uncertain income tax positions was $0 and $296,000, respectively. The Company recognizes accrued interest related to unrecognized tax benefits as interest expense and penalties in general and administrative expense in itsstatements of operations and such amounts are included in income taxes payable in the Company’s balance sheets. A reconciliation of the beginning and endingamount of unrecognized tax benefits for the year ended December 31, 2013 is as follows: 2013 (in thousands) Balance at beginning of year $248 Settlement adjustments for tax provisions of prior years (220)Expiration of statutes of limitations (28)Balance at end of year $- In 2013, the income tax benefit from the reversal of the tax liability discussed above was included in income from discontinued operations as it related to theCompany’s former agriculture operations that were discontinued in 2009. The Company also recorded a $0.5 million reversal of accrued income taxes payable andinterest resulting from its settlement with the IRS. Reconciliations between the total income tax expense (benefit) and the amount computed using the statutory federal rate of 35% for the years endedDecember 31, 2014 and 2013 were as follows: 2014 2013 (in thousands) Federal income tax expense (benefit) at statutory rate $6,172 $(1,061)Adjusted for: Valuation allowance (6,170) 1,034 Permanent differences and other (2) 27 Income tax benefit - continuing operations $- $- 36Table Of Contents Deferred tax assets were comprised of the following temporary differences as of December 31, 2014 and 2013: 2014 2013 (in thousands) Net operating loss and tax credit carryforwards $50,361 $46,205 Joint venture and other investments 238 294 Accrued retirement benefits 2,550 7,458 Property net book value 2,715 2,825 Deferred revenue 1,160 1,522 Stock compensation 154 150 Reserves and other 447 671 Total deferred tax assets 57,625 59,125 Valuation allowance (57,625) (59,125)Net deferred tax assets $- $- Valuation allowances have been established to reduce future tax benefits not expected to be realized. The change in the deferred tax asset related to accruedretirement benefits and the valuation allowance includes the pension adjustment included in accumulated other comprehensive income, which is not included in thecurrent provision. The Company had $108.5 million in federal net operating loss carry forwards at December 31, 2014, that expire from 2028 through 2033. The Companyhad $124.2 million in state net operating loss carry forwards at December 31, 2014, that expire from 2028 through 2033. In April 2013, the Company and the IRS arrived at a settlement which concluded the IRS examination of the Company’s federal income tax returns for 2003through 2008. Under terms of the settlement, the Company agreed to pay $1.8 million to the IRS, of which $0.6 million and $0.7 million were paid in 2014 and 2013,respectively. As a result of the settlement, the Company reversed $0.5 million it had previously accrued in income taxes payable and accrued interest in estimating itsexposure for this matter during 2013. The reversal has been reported in discontinued operations in the accompanying financial statements as it related to theCompany’s former agricultural operations. The Company is subject to routine audits by taxing jurisdictions and there are currently no audits for any tax periods inprogress. As of December 31, 2014, tax years prior to 2011 are no longer subject to examination for U.S. tax purposes. 12.SEGMENT INFORMATION The Company’s presentation of its reportable operating segments is consistent with how the Company’s chief operating decision maker determines theallocation of resources. Reportable segments are as follows: •Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estatecompany located within the Kapalua Resort. •Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’strademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including conservation activities. •Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company’s water and sewagetransmission services (regulated by the Hawaii Public Utilities Commission) for the Kapalua Resort. The operating segment also includes the managementof ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas. •Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members. 37Table Of Contents Condensed financial information for each of the Company’s reportable segments for the years ended December 31, 2014 and 2013 were as follows: Real Resort Estate Leasing Utilities Amenities Other (2) Consolidated 2014 Operating revenues (1) $23,304 $5,147 $3,310 $1,214 $32 $33,007 Operating costs and expenses (2,512) (2,244) (2,375) (854) (46) (8,031)Depreciation expense - (1,807) (410) - (84) (2,301)General and administrative and other expenses (655) (450) (189) (282) (1,194) (2,770)Operating income (loss) 20,137 646 336 78 (1,292) 19,905 Interest expense (2,270)Income from continuing operations $17,635 Capital expenditures (3) 268 - - - - $268 Assets (4) 11,625 30,529 4,194 1,256 1,667 $49,271 Real Resort Estate Leasing Utilities Amenities Other (2) Consolidated 2013 Operating revenues (1) $5,434 $4,862 $3,686 $1,217 $13 $15,212 Operating costs and expenses (4,504) (2,906) (2,225) (665) (60) (10,360)Depreciation expense - (1,992) (426) - (132) (2,550)General and administrative and other expenses (573) (369) (153) (226) (1,521) (2,842)Operating income (loss) 357 (405) 882 326 (1,700) (540)Interest expense (2,491)Loss from continuing operations $(3,031) Capital expenditures (3) 270 - 7 - - $277 Assets (4) 10,026 32,398 6,113 1,385 3,831 $53,753 (1)Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. Intersegment revenues were insignificant.(2)Consists primarily of miscellaneous transactions and unallocated general and administrative, pension and other post-retirement expenses and gain related toKapalua Bay settlement in 2013.(3)Primarily includes expenditures for property and deferred costs.(4)Segment assets are located in the United States. 38Table Of Contents 13.RESERVES Allowance for doubtful accounts and reserves for environmental liabilities for 2014 and 2013 were as follows: Description Balance atBeginning ofYear Increase Decrease Balance at Endof Year (in thousands) Allowance for Doubtful Accounts 2014 $163 $31 $- $194 2013 $262 $92 $(191) $163 Description Balance atBeginning ofYear Increase Decrease Balance at Endof Year (in thousands) Reserve for Environmental Liabilities 2014 $165 $(23) $142 2013 $675 $41 $(551) $165 In 2013, the Company recorded a decrease of the environmental reserve of $551,000 in conjunction with the sale of a 7-acre parcel and building that was partof the Company’s former agricultural processing facilities in Central Maui because the buyer assumed responsibility. 14.COMMITMENTS AND CONTINGENCIES Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers have agreed that until December 1, 2039,they will pay for 90% of the capital costs to install filtration systems in any future water wells if the presence of a nematocide, commonly known as DBCP, exceedsspecified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. The Company estimated its share of the cost tooperate and maintain the filtration systems for the existing wells, and its share of the cost of a letter of credit used to secure its obligations, and as of December 31,2014 has recorded a reserve for environmental liability of $59,000. The Company is presently not aware of any plans by the County of Maui to install other filtrationsystems or to drill any water wells in areas affected by agricultural chemicals. Accordingly, a reserve for costs relating to any future wells has not been recordedbecause the Company is not able to reasonably estimate the amount of liability, if any. The Company has been named along with multiple parties in lawsuits filed by owners of units and fractional interests in the project formerly known as TheRitz-Carlton Club and Residences, Kapalua Bay. The lawsuits were filed in the Circuit Court of the Second Circuit, State of Hawaii on May 23, 2011, June 7, 2012, andJune 19, 2013. The lawsuits allege deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations and seekunspecified damages, treble damages and other relief. The Company disagrees with the allegations and is defending itself. The Company is presently unable toestimate the amount, or range of amounts, of any probable liability, if any, related to this matter and no provision has been made in the accompanying financialstatements. In addition to the matters noted above, there are various other claims and legal actions pending against the Company. In the opinion of management, afterconsultation with legal counsel, the resolution of these other matters is not expected to have a material adverse effect on the Company’s financial position or results ofoperations. 39Table Of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controlsand procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014. We maintain disclosure controls andprocedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated andcommunicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regardingrequired disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assuranceof achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Basedon the evaluation of our disclosure controls and procedures as of December 31, 2014, our principal executive officer and principal financial officer concluded that, as ofsuch date, our disclosure controls and procedures were effective. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financialreporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executiveand principal financial officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United Statesof America. Our internal controls over financial reporting include those policies and procedures that: •Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; •Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accountingprinciples generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance withauthorizations of our management and directors; and •Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statements. Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statementpresentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment,management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—IntegratedFramework (2013). Based on its assessments, management believes that, as of December 31, 2014, the Company’s internal control over financial reporting is effective. 40Table Of Contents CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act)during the fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. Item 9B. OTHER INFORMATION None. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information set forth under “Section 16(a) Beneficial Ownership Reporting Compliance” and “Election of Directors” in the Maui Land & PineappleCompany, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2014, is incorporated herein by reference. Executive Officers The names, ages and certain biographical information about our executive officers, as of February 1, 2015, are provided below. Warren H. Haruki (62)Mr. Haruki has been Chief Executive Officer of the Company since May 2011 and Executive Chairman of our Board sinceJanuary 2009. He has been a director on our Board since 2006. Mr. Haruki has served as President and Chief ExecutiveOfficer of Grove Farm Company, Inc., a land development company located on Kauai, Hawaii since February 2005. He wasPresident of GTE Hawaiian Tel and Verizon Hawaii, communications providers, from 1991 to 2003. Mr. Haruki serves on theBoard of Hawaiian Telcom, a communications provider, and on the Boards of several privately-held companies.Ryan L. Churchill (43)Mr. Churchill has served as President of the Company since February 2010 and as Senior Vice President-CorporateDevelopment of the Company since March 2007. He served as Vice President-Community Development from November2005 to March 2007. Mr. Churchill was Vice President/Planning of Kapalua Land Company, Ltd., the operating subsidiaryresponsible for the Company’s Community Development and Resort segments, from June 2004 to November 2005, andDevelopment Manager from October 2000 to June 2004. Mr. Churchill serves on the Boards of various non-profitorganizations.Tim T. Esaki (52)Mr. Esaki has served as Chief Financial Officer of the Company since May 2010. Mr. Esaki was appointed as the DeputyDirector of the Department of Public Works for the County of Hawaii from 2009 to April 2010. From 2003 to 2009, he wasSenior Vice President of Finance and Accounting for 1250 Oceanside Partners, the developer and operator of a 1,500-acre,master-planned, residential golf and country club community in Kona, Hawaii. Code of Ethics Our Board of Directors approved the Company’s Code of Business Conduct and Ethics (Code of Ethics) in March 2008. The Code of Ethics is applicable toour principal executive officer, principal financial officer, principal accounting officer and all other employees of the Company. The Code of Ethics is intended to qualifyas a “code of ethics” for purposes of Item 406(b) of Regulation S-K. The Code of Ethics is posted on our website at http://mauiland.com/investor.shtml. We will satisfythe disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, any applicable provision (related to elements listed underItem 406(b) of Regulation S-K) of the Code of Ethics by posting such information on our website. 41Table Of Contents Item 11. EXECUTIVE COMPENSATION The information set forth under “Executive Compensation,” and “Director Compensation” in the Maui Land & Pineapple Company, Inc. Proxy Statement, tobe filed no later than 120 days after the close of our fiscal year ended December 31, 2014, is incorporated herein by reference. Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth under “Security Ownership of Certain Beneficial Owners” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filedno later than 120 days after the close of our fiscal year ended December 31, 2014, is incorporated herein by reference. Securities Authorized For Issuance Under Equity Compensation Plans The following table provides summary information as of December 31, 2014, for our equity compensation plans: Plan Category Number of securitiesto be issuedupon exercise ofoutstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining available forfuture issuance underequity compensationplans(excluding securitiesreflected in column (a)) (a) Equity compensation plans approved by security holders 51,224 $15.88 397,011 With the exception of the information regarding securities authorized for issuance under our equity compensation plans set forth above, the informationrequired by this Item 12 is incorporated herein by reference to the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after theclose of our fiscal year ended December 31, 2014. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information set forth under “Certain Relationship and Related Transactions,” and “Director Independence” in the Maui Land & Pineapple Company, Inc.Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2014, is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information set forth under “Independent Registered Public Accounting Firm” in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed nolater than 120 days after the close of our fiscal year ended December 31, 2014, is incorporated herein by reference. PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)1.Financial Statements The following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firmare included in Item 8 of this annual report: Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2014 and 2013 Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2014 and 2013 Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013 Notes to Financial Statements 42Table Of Contents (a)3.Exhibits Exhibit No 3.1Restated Articles of Association, as of May 13, 2010 (filed as Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2010, filed August 4, 2010, andincorporated herein by reference). 3.2Amended Bylaws, as of February 17, 2012. (filed as Exhibit 3.2 to Form 10-K for the year ended December 31, 2011, filed March 2, 2012 andincorporated herein by reference). 10.1Loan Agreement by and between American AgCredit, FLCA and Maui Land & Pineapple Company, Inc., entered into as of December 22, 2010 (filedas exhibit 10.23 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 and incorporated herein by reference). 10.2Fee and Leasehold Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing, entered into on November 15,2007 (filed as Exhibit 10.2 to Form 8-K, filed November 19, 2007 and incorporated herein by reference). 10.3Amended and Restated Credit Agreement, dated as of October 9, 2009, by and among Maui Land & Pineapple Company, Inc., and each of thefinancial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as Administrative Agent (filed as Exhibit 10.1 toForm 10-Q for the quarter ended September 30, 2009, filed November 3, 2009 and incorporated herein by reference). 10.4First Modification Agreement dated as of September 17, 2010, entered into by and among Maui Land & Pineapple Company, Inc., and each of thefinancial institutions initially a signatory thereto (filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2010, filed November 2, 2010and incorporated herein by reference). 10.5Second Modification Agreement and Waiver dated as of December 22, 2010, entered into by and among Maui Land & Pineapple Company, Inc. andWells Fargo Bank, National Association (filed as exhibit 10.21 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 andincorporated herein by reference). 10.6Third Modification Agreement and Waiver dated as of February 23, 2011, entered into by and among Maui Land & Pineapple Company, Inc. andWells Fargo Bank, National Association (filed as exhibit 10.22 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 andincorporated herein by reference). 10.7Fourth Modification Agreement dated as of August 1, 2011, entered into by and among Maui Land & Pineapple Company, Inc. and Wells FargoBank, National Association (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2011, filed November 3, 2011 and incorporatedherein by reference). 10.8Second Amendment Agreement dated February 26, 2013, entered into by and among Maui Land & Pineapple Company, Inc. and American AgCredit,FLCA. (filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2012, filed March 1, 2013 and incorporated herein by reference). 10.9†Supplemental Executive Retirement Plan (effective as of January 1, 1988) (filed as Exhibit (10)B to Form 10-K for the year ended December 31, 1988(SEC File No. 001-06510), and incorporated herein by reference). 10.10†Maui Land & Pineapple Company, Inc. 2003 Stock and Incentive Compensation Plan (incorporated by reference to Appendix B of the DefinitiveProxy Statement on Schedule 14A filed on November 10, 2003 (SEC File No. 001-06510)). 10.11†Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (incorporated by reference to Appendix B of the Definitive ProxyStatement on Schedule 14A filed on March 27, 2006 (SEC File No. 001-06510)). 43Table Of Contents 10.12†Form of Stock Option Grant Notice and Form of Stock Option Agreement, pursuant to the Maui Land & Pineapple Company, Inc. 2006 Equity andIncentive Award Plan (filed as Exhibit 10.9 to Form 10-Q for the quarter ended June 30, 2006, filed August 8, 2006 (SEC File No. 001-06510), andincorporated herein by reference). 10.13†Form of Restricted Stock Award Grant Notice and Form of Restricted Stock Award Agreement, pursuant to the Maui Land & PineappleCompany, Inc. 2006 Equity and Incentive Award Plan (filed as Exhibit 10.10 to Form 10-Q for the quarter ended June 30, 2006, filed August 8, 2006(SEC File No. 001-06510), and incorporated herein by reference). 10.14Limited Liability Company Agreement of Kapalua Bay Holdings, LLC, dated August 31, 2004 (filed as Exhibit 10(A) to Form 10-Q for the quarterended September 30, 2004, filed November 12, 2004 (SEC File No. 001-06510), and incorporated herein by reference). 10.15Settlement Agreement entered into on April 19, 2011, by and between Maui Land & Pineapple Company, Inc. and the Pension Benefit GuarantyCorporation. (filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2011, filed March 2, 2012 and incorporated herein by reference). 10.16Mortgage, Security Agreement, Assignment of Rents, Fixture Filing and Financing Statement effective April 19, 2011. (filed as Exhibit 10.23 toForm 10-K for the year ended December 31, 2011, filed March 2, 2012 and incorporated herein by reference). 10.17Settlement and Release Agreement entered into on October 24, 2013, by and between Kapalua Bay, LLC, The Ritz-Carlton Management Company,L.L.C., The Ritz-Carlton Development Company, Inc., MH Kapalua Venture, LLC, Maui Land & Pineapple Company, Inc., Exclusive Resorts, Inc.,Maui Holdings JV LLC, Lantern Asset Management, LLC, Island Investors, LLC, Island Acquisitions Kapalua, LLC and Lehman Brothers Holdings,Inc. (filed as Exhibit 10.25 to Form 10-K for the year ended December 31, 2013, filed March 20, 2014 and incorporated herein by reference). 10.18Settlement Agreement entered into on November 19, 2012, by and between Maui Land & Pineapple Company, Inc. and the Pension Benefit GuarantyCorporation (filed as Exhibit 10.25 to Form 10-K for the year ended December 31, 2012, filed March 1, 2013 and incorporated herein by reference). 10.19Settlement Agreement and Release of All Claims (Board of Water Supply of the County of Maui vs. Shell Oil Company, et al.) (filed as Exhibit 10.5(i)to Form 10-K for the year ended December 31, 1999 (SEC File No. 001-06510), filed March 24, 2000 and incorporated herein by reference). 10.20Fifth Modification Agreement entered into as of April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank,National Association. (filed as Exhibit 10.1 to Form 8-K filed May 2, 2014 and incorporated herein by reference). 10.21Third Amendment to Loan Agreement entered into April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and American AgCredit,FLCA. (filed as Exhibit 10.2 to Form 8-K filed May 2, 2014 and incorporated herein by reference). 10.22Loan Agreement entered into as of June 6, 2014, by and among Maui Land & Pineapple Company, Inc. and First Hawaiian Bank (filed as Exhibit 10.1to Form 8-K filed June 11, 2014 and incorporated herein by reference). 21.*Subsidiaries of Maui Land & Pineapple Company, Inc. 23.1*Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated February 27, 2015.23.2*Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated February 27, 2015.31.1*Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.31.2*Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.32.1**Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.32.2**Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. 44Table Of Contents Exhibit No 101.INSXBRL Instance Document101.SCHXBRL Taxonomy Extension Schema Document101.CALXBRL Taxonomy Extension Calculation document101.DEFXBRL Taxonomy Extension Definition Linkbase101.LABXBRL Taxonomy Extension labels Linkbase Document101.PREXBRL Taxonomy Extension Presentation Link Document *This document is being “filed” herewith. **This certification shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject tothe liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. †This document represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-Kpursuant to Item 15(c) of Form 10-K. ±Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24-b-2 of the Securities Exchange Act of 1934, asamended. The omitted material has been separately filed with the Securities and Exchange Commission. 45Table Of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized, on February 27, 2015. MAUI LAND & PINEAPPLE COMPANY, INC. By:/s/ Warren H. Haruki Warren H. HarukiChief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantand in the capacities and on the dates indicated. By/s/ Warren H. Haruki Date February 27, 2015 Warren H. Haruki, Chairman of the Board Chief Executive Officer (Principal Executive Officer) By/s/ Stephen M. Case Date February 27, 2015 Stephen M. Case, Director By/s/ David A. Heenan Date February 27, 2015 David A. Heenan, Director By/s/ Duncan MacNaughton Date February 27, 2015 Duncan MacNaughton, Director By/s/ Arthur C. Tokin Date February 27, 2015 Arthur C. Tokin, Director By/s/ Tim T. Esaki Date February 27, 2015 Tim T. Esaki, Chief Financial Officer (Principal Financial Officer) By/s/ Paulus Subrata Date February 27, 2015 Paulus Subrata, Controller (Principal Accounting Officer) 46 Exhibit 21 Maui Land & Pineapple Company, Inc.—SubsidiariesAs of December 31, 2014 Name State ofIncorporation Percentageof OwnershipMaui Pineapple Company, Ltd.Hawaii 100Kapalua Land Company, Ltd.Hawaii 100Kapalua Realty Company, Ltd.Hawaii 100Kapalua Advertising Company, Ltd.Hawaii 100Kapalua Water Company, Ltd.Hawaii 100Kapalua Waste Treatment Company, Ltd.Hawaii 100Kapalua Bay Holdings, LLCDelaware 51Kapalua Bay, LLCDelaware 100 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-133898 and No. 333-112932 on Form S-8, and Registration Statement No. 333-150244on Form S-3 of our report dated February 27, 2015, relating to the consolidated financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries (whichreport expresses an unqualified opinion and includes an explanatory paragraph regarding going concern uncertainty), appearing in this Annual Report on Form 10-K ofMaui Land & Pineapple Company, Inc. for the year ended December 31, 2014. /s/ ACCUITY LLP Honolulu, HawaiiFebruary 27, 2015Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-133898 and No. 333-112932 on Form S-8, and Registration Statement No. 333-150244on Form S-3 of our report dated March 20, 2014, relating to the consolidated financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries (whichreport expresses an unqualified opinion and includes an explanatory paragraph regarding going concern uncertainty), appearing in this Annual Report on Form 10-K ofMaui Land & Pineapple Company, Inc. for the year ended December 31, 2013. /s/ DELOITTE & TOUCHE LLP Honolulu, HawaiiFebruary 27, 2015Exhibit 31.1 CERTIFICATION I, Warren H. Haruki, certify that: 1.I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the “Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrantand have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recentfiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and 5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting. Date: February 27, 2015By:/s/ WARREN H. HARUKI Warren H. HarukiChairman of the Board & Chief Executive OfficerMaui Land & Pineapple Company, Inc. Exhibit 31.2 CERTIFICATION I, Tim T. Esaki, certify that: 1.I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the “Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrantand have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recentfiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and 5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting. Date: February 27, 2015By:/s/ TIM T. ESAKI Tim T. EsakiChief Financial OfficerMaui Land & Pineapple Company, Inc.EXHIBIT 32.1 CERTIFICATION In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014,as filed with the Securities and Exchange Commission on February 27, 2015 (the “Report”), I, Warren H. Haruki, Chairman of the Board and Chief Executive Officer ofthe Company, certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that tothe best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By:/s/ WARREN H. HARUKI Warren H. HarukiChairman of the BoardChief Executive Officer February 27, 2015 This certification accompanies this Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. EXHIBIT 32.2 CERTIFICATION In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014,as filed with the Securities and Exchange Commission on February 27, 2015 (the “Report”), I, Tim T. Esaki, Chief Financial Officer of the Company, certify, pursuant toRule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By:/s/ TIM T. ESAKI Tim T. EsakiChief Financial Officer February 27, 2015 This certification accompanies this Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

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