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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended MARCH 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 001-06510


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

HAWAII

99-0107542(State or other jurisdiction
of incorporation or organization)

(IRS Employer
Identification No.)


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

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

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

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

Yes ý    No o

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

Yes o    No o

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

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


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

Yes o    No ý

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

Class



Outstanding at May 1, 2009Common Stock, no par value



8,157,988 shares




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Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

TABLE OF CONTENTS



PagePART I. FINANCIAL INFORMATION

3Item 1. Financial Statements (unaudited)

3Condensed Consolidated Statements of Operations,
Three Months Ended March 31, 2009 and 2008

3Condensed Consolidated Balance Sheets, March 31, 2009 and December 31,
2008

4Condensed Consolidated Statements of Stockholders' Equity,
Three Months Ended March 31, 2009 and 2008

5Condensed Consolidated Statements of Cash Flows,
Three Months Ended March 31, 2009 and 2008

6Notes to Condensed Consolidated Financial
Statements

7Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

17Forward-Looking Statements and Risks

27Item 3. Quantitative and Qualitative Disclosures About
Market Risk

28Item 4. Controls and Procedures

28PART II. OTHER INFORMATION

29Item 1A. Risk Factors

29Item 5. Other Information

29Item 6. Exhibits

30Signature

31


2

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PART I FINANCIAL INFORMATION

Item 1.    Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    (UNAUDITED)

Three Months Ended3/31/09

3/31/08(in thousands except
share amounts)Operating RevenuesProduct revenues

$
8,248

$
15,272Service revenues


7,349


10,097Total Operating Revenues


15,597


25,369Operating Costs and ExpensesCost of product revenues


5,998


10,168Cost of service revenues


9,938


9,964Shipping and marketing


2,234


3,806General and administrative


7,842


10,170Total Operating Costs and Expenses


26,012


34,108Operating Loss


(10,415
)

(8,739
)Equity in income (losses) of affiliates


(1,130
)

9,375Interest expense


(1,476
)

(1,481
)Interest income


183


244Loss Before Income Taxes


(12,838
)

(601
)Income Tax Expense (Benefit)


385


(187
)Net Loss

$
(13,223
)
$
(414
)Loss Per Common ShareBasic

$
(1.65
)
$
(0.05
)Diluted

$
(1.65
)
$
(0.05
)


See
accompanying Notes to Condensed Consolidated Financial Statements.

3

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

3/31/09

12/31/08(in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
3,059

$
13,668Accounts and notes receivable


6,064


5,509Refundable income taxes


4,662


4,662Inventories


10,461


9,737Real estate held for sale


19,357


18,963Other current assets


1,282


600Total current assets


44,885


53,139Property


210,461


212,242Accumulated depreciation


(98,036
)

(96,002
)Propertynet


112,425


116,240Investments in affiliates


40,473


41,683Other assets


33,794


37,138Total

$
231,577

$
248,200LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesCurrent portion of long-term debt and capital lease obligations

$
56,078

$
46,050Trade accounts payable


7,151


8,183Other current liabilities


12,869


13,351Total current liabilities


76,098


67,584Non-Current LiabilitiesLong-term debt and capital lease obligations


33,883


90,941Accrued retirement benefits


41,361


43,798PGC obligation (Note 9)


48,134


Other non-current liabilities


13,423


14,189Total non-current liabilities


136,801


148,928Commitments and Contingencies (Note 16)Stockholders' EquityCommon stock, no par value23,000,000 shares authorized, 8,023,943 and 8,021,248 issued and outstanding


34,868


34,791Additional paid-in capital


8,499


8,363Retained earnings (Accumulated deficit)


(6,665
)

6,558Accumulated other comprehensive loss


(18,024
)

(18,024
)Stockholders' Equity


18,678


31,688Total

$
231,577

$
248,200


See
accompanying Notes to Condensed Consolidated Financial Statements.

4

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY    (UNAUDITED)    For the
Three Months Ended March 31, 2009 and 2008

Common Stock



Retained
Earnings
(Accumulated
Deficit)

Accumulated
Other
Comprehensive
LossAdditional
Paid in
CapitalShares

Amount

Total(in thousands)Balance, January 1, 2009


8,021

$
34,791

$
8,363

$
6,558

$
(18,024
)
$
31,688Stock compensation expense








213








213Vested restricted stock issued


3


77


(77
)







Net loss











(13,223
)




(13,223
)Balance, March 31, 2009


8,024

$
34,868

$
8,499

$
(6,665
)
$
(18,024
)
$
18,678Balance, January 1, 2008


7,959

$
34,168

$
6,769

$
90,576

$
(1,246
)
$
130,267Cumulative impact of adoption of EITF No. 06-8, net of tax











(4,622
)




(4,622
)Stock option exercises


1


14











14Stock compensation expense








638








638Vested restricted stock issued


2


74


(74
)







Shares cancelled to pay tax liability


(4
)

(105
)










(105
)Net loss











(414
)




(414
)Balance, March 31, 2008


7,958

$
34,151

$
7,333

$
85,540

$
(1,246
)
$
125,778


See
accompanying Notes to Condensed Consolidated Financial Statements.

5

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Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    (UNAUDITED)

Three Months Ended3/31/09

3/31/08(in thousands)Net Cash Used in Operating Activities

$
(9,896
)
$
(15,368
)Investing ActivitiesPurchases of property


(241
)

(4,614
)Contributions to affiliates





(7,756
)Other


(497
)

(2,941
)Net Cash Used in Investing Activities


(738
)

(15,311
)Financing ActivitiesPayments of long-term debt and capital lease obligations


(48,115
)

(2,506
)Proceeds from long-term debt





34,000Stock compensation exercises





14Debt issuance cost and other


(380
)

Net proceeds from PGC sale (Note 9)


48,520


Net Cash Provided by Financing Activities


25


31,508Net Increase (Decrease) in Cash and Cash Equivalents


(10,609
)

829Cash and Cash Equivalents at Beginning of Period


13,668


1,991Cash and Cash Equivalents at End of Period

$
3,059

$
2,820


Supplemental
Disclosures of Cash Flow InformationInterest (net of amounts capitalized) of $2,312,000 and $861,000 was paid during the three months ended March 31,
2009 and 2008, respectively. Income taxes of $(291,000) and $10,000 were (refunded) paid during the three months ended March 31, 2009 and 2008, respectively.

Supplemental
Non-Cash Investing and Financing Activities



6

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Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    (UNAUDITED)



7

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Table of Contents



3/31/09

12/31/08(in thousands)Pineapple productsfinished goods

$
1,410

$
807Real estate


4,060


3,254Merchandise, materials and supplies


4,991


5,676Total Inventories

$
10,461

$
9,737




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Three Months Ended
March 31,2009

2008Basic


8,020,454


7,959,217Diluted


8,020,454


7,959,217








9

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10

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Table of Contents



Three Months Ended
March 31,2009

2008(in thousands)Revenues

$
21,738

$
58,094Expenses


23,272


42,444Net Income (Loss)

$
(1,534
)
$
15,650




Three Months Ended March 31,2009

2008(in thousands)51% of Bay Holdings net income (loss)

$
(782
)
$
7,982Recognition of unrealized appreciation of the fair value of land contribution and other


(348
)

1,393Equity in income (losses) of affiliate

$
(1,130
)
$
9,375






11

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12

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Shares

Weighted
Average
Exercise
Price

Weighted
Average
Grant-Date
Fair Value

Weighted
Average
Remaining
Contractual
Term (years)

Aggregate
Intrinsic
Value
$(000)(1)Outstanding at December 31, 2008


901,833

$
29.20Granted


25,000

$
5.20

$
2.48Exercised




$
Forfeited or Cancelled


(27,200
)
$
34.13

$
14.04Outstanding at March 31, 2009


899,633

$
28.38

$
11.69


3.9

$
82Exercisable at March 31, 2009


597,633

$
32.53

$
13.34


1.7

$
Expected to Vest at March 31, 2009(2)


227,496

$
20.18

$
8.41


8.4

$
62






2009

2008Weighted Average Grant-Date Fair Value For Options Granted During the Period

$
2.48


n/aIntrinsic Value of Options Exercised $(000)




$
4Cash Received From Option Exercises $(000)




$
14Tax Benefit From Option Exercises $(000)





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

$
254

$
559




2009Expected Life of Options in Years


6.5Expected Volatility


44.6
%Risk-free interest rate


2.6
%Expected dividend yield







13

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Table of Contents



Shares

Weighted Average Grant-Date Fair ValueNonvested balance at December 31, 2008


121,295

$
26.70Granted


20,250

$
5.30Vested


(3,500
)
$
22.36Forfeited or Cancelled


(19,000
)
$
31.82Nonvested balance at March 31, 2009


119,045

$
22.11




Pension Benefits

Other Benefits2009

2008

2009

2008(in thousands)Service cost

$
378

$
475

$
54

$
79Interest cost


905


856


200


212Expected return on plan assets


(622
)

(944
)




Amortization of prior service cost


11


13





Amortization of transition obligation


4


5





Amortization of actuarial loss (gain)


484


56


(120
)

(96
)Net expense

$
1,160

$
461

$
134

$
195






14

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Table of Contents



Fair Value(1) of Derivative Liabilities as ofDerivatives Not Designated as Hedging Instruments Under FASB Statement No. 133:

Balance Sheet Location

3/31/09

12/31/08(in thousands)Interest rate swap agreements

Other current liabilities

$
930

$
1,160Derivative liability related to convertible debt

Other current liabilities


1,310


2,689






Amount of Gain (Loss) Recognized on Derivative LiabilitiesThree Months EndedLocation of Gain (Loss)
Recognized in
Statement of OperationsDerivatives Not Designated as Hedging Instruments Under FASB Statement No. 133:

3/31/09

3/31/08(in thousands)Interest rate swap agreements

Interest expense

$
230

$
(521
)Derivative liability related to convertible debt

Interest expense


1,379









15

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Table of Contents



Three Months Ended March 31,2009

2008(in thousands)RevenuesCommunity Development

$
1,977

$
4,598Resort


8,620


11,691Agriculture


4,889


8,461Other


111


619Total Operating Revenues

$
15,597

$
25,369Segment Profit (Loss)(1)Community Development

$
(3,225
)
$
8,081Resort


(4,157
)

(2,276
)Agriculture


(3,545
)

(5,130
)Other


(618
)

(39
)Total Segment Profit (Loss)


(11,545
)

636Interest Expense


(1,476
)

(1,481
)Interest Income


183


244Income Tax (Expense) Benefit


(385
)

187Net Loss

$
(13,223
)
$
(414
)








16

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2008 and the unaudited condensed
consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. Depending upon the context, the terms the "Company," "we," "our," and "us,"
refers to either Maui Land & Pineapple Company, Inc. alone, or the Company and its subsidiaries.

Overview of the Company

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



The Agriculture segment primarily includes growing, packing, and marketing of fresh pineapple. Our pineapple is sold under the brand
namesMaui Gold®andHawaiian Gold. We also grow and market fresh organic
pineapple. Prior to 2008, a portion of our business included processing (canning) pineapple; however, we ceased substantially all canning and processing of solid-pack product in June 2007.

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

17

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Table of Contents



The Kapalua Resort is part of approximately 22,000 contiguous acres owned by us in West Maui, most of which remains as open space. The
Kapalua Resort borders the ocean with five white sand beaches and includes The Ritz-Carlton, Kapalua hotel, the Ritz-Carlton Club and Residences at Kapalua Bay, eight
residential subdivisions, two championship golf courses (The Bay and The Plantation), a ten-court tennis facility, the first phase of commercial space in the central area of the Kapalua
Resort, several restaurants, and over 800 condominiums, single-family homes and residential lots. We operate Kapalua Resort's two golf courses, the tennis facility, several retail shops, the Kapalua
Villas, a vacation rental program, and provide certain services to the Kapalua Resort. We currently have approximately 204 units in our Kapalua Villas vacation rental program. Our Resort operations
also include a Mountain Outpost, which is comprised of zip-lines stretching over scenic ravines in the West Maui mountains, a high ropes challenge course, a climbing wall and other
activities.



The Community Development segment includes our real estate entitlement, development, construction, sales, leasing, and conservation
activities. Our projects are focused primarily on the luxury real estate market in and surrounding the Kapalua Resort and affordable and moderately priced residential and mixed use projects in West
Maui and Upcountry Maui. This segment also includes the operations of Kapalua Realty Company, our general brokerage real estate company located within the Resort, and Kapalua Water Company and Kapalua
Waste Treatment Company our Public Utilities Commission-regulated water and sewage operations that service the Kapalua Resort and adjacent communities.

The
Community Development segment also includes our 51% equity interest in Bay Holdings, the limited liability company that purchased the Kapalua Bay Hotel in August 2004 (see
Note 10 to condensed consolidated financial statements). Bay Holdings demolished the Kapalua Bay Hotel and the adjacent shops in order to develop new whole and fractional residential units, an
ocean-side spa, and a beach club at that location. As of March 31, 2009, the project was about 96% complete.

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

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



18

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Current Developments

In the first quarter of 2009, all of our operations continued to be negatively affected by the global recession, and a significant
amount of management's efforts were directed toward various initiatives to improve our liquidity. In the first quarter of 2009, we incurred a net loss of $13.2 million and had negative cash
flows from operations of $9.9 million. In March 2009, we consummated the $50 million sale and leaseback transaction of the Plantation Golf Course (Note 9 to condensed consolidated
financial statements) and applied $45 million of the sales proceeds to partially repay outstanding borrowings that were partially collateralized by the golf course. We amended our two revolving
lines of credit to suspend or eliminate certain financial covenants for 2009 and to change the maturities of these lines to March 2010, one of which was previously due in November 2009 (Note 1
to condensed consolidated financial statements).

In
March 2009, in an effort to reduce our costs, we eliminated approximately 100 employees from our workforce, primarily in the Resort and Community Development segments and in corporate
services. We are currently in discussions with the lenders to restructure our revolving line of credit agreements to extend the maturities beyond March 2010 and to increase the amount of available
credit. We are actively in the process of attempting to sell several real estate assets and to continue to reduce the net cash outflows from operations which will be critical to providing additional
liquidity and to further reducing debt.

In
February 2009, Bay Holdings entered into an amended and restated construction loan for completion of the Kapalua Bay project, after the default by Lehman Brothers
Holdings, Inc. on the original construction loan in September 2008 (Note 10 to condensed consolidated financial statements).

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial
statements and thus actual results could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in
detail in our most recently filed Form 10-K. There have been no significant changes in our critical accounting policies during 2009.

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

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2009 compared to Three Months Ended March 31, 2008

CONSOLIDATED

Three Months Ended March 31,2009

2008

change(in millions, except share amounts)Consolidated Revenues

$
15.6

$
25.4

$
(9.8
)Net Loss

$
(13.2
)
$
(0.4
)
$
(12.8
)Basic Loss Per Common Share

$
(1.65
)
$
(0.05
)
$
(1.60
)


We
reported a net loss of $13.2 million ($1.65 per share) for the first quarter of 2009 compared to $414,000 ($.05 per share) for the first quarter of 2008. Consolidated revenues
for the first quarter of 2009 were $15.6 million compared to $25.4 million for the first quarter of 2008. The increased loss was primarily due to our equity in losses of Bay Holdings of
$1.1 million for the first quarter of 2009 compared to income of $9.4 million for the first quarter of 2008. All of our business segments produced lower revenues in the first quarter of
2009. The continuing national and worldwide economic uncertainty and high transportation costs resulted in reduced visitor counts to Maui and to the State of Hawaii, which negatively affected our
Resort segment, and also resulted in slower sales of, and increased potential default rates, on the residential units at Kapalua Bay, which negatively affected our Community Development segment. In
our Agriculture segment we reduced the size of our fresh pineapple operations as we continued to restructure these operations.



Consolidated general and administrative expenses of $7.8 million for the first quarter of 2009 were approximately 23% lower than
the first quarter of 2008.

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

Three Months Ended March 31,2009

2008

change(in millions)Salaries and wages

$
1.5

$
2.4

$
(0.9
)Employee incentives and stock compensation


0.2


0.7


(0.5
)Employee severance expense


0.7





0.7Pension and other post retirement expense


1.3


0.7


0.6Professional services


1.0


1.3


(0.3
)Loss on asset disposals


0.6


1.2


(0.6
)Depreciation expense


1.1


0.5


0.6Other


1.4


3.4


(2.0
)Total

$
7.8

$
10.2

$
(2.4
)


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

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

Continued
restructuring of our Agriculture segment operations were responsible for (1) the increase in depreciation expense in 2009, which reflects a reduction in the estimated
useful lives of certain Agriculture segments assets, and (2) most of the loss on asset disposals in the first three months of 2009 and 2008.

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

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



Interest expense was $1.5 million for both the first quarter of 2009 and 2008. Interest of $18,000 and $200,000 in the first
quarter of 2009 and 2008, respectively, was capitalized to construction projects. Included in interest expense is a credit of $230,000 and charge of $521,000 for 2009 and 2008, respectively,
representing the change in fair value of certain interest rate swap agreements. Also included in interest expense for the first quarter of 2009 is a net credit of $1.4 million representing the
change in the estimated fair value of the derivative liability that was bifurcated from our $40 million convertible notes, less interest accretion of $762,000 on the carrying value of the
notes. In 2009, the increase in interest expense from higher average borrowings was partially offset by lower average interest rates. Our effective interest rate on borrowings was 4.9% in the first
quarter of 2009 compared to 5.6% in the first quarter of 2008.

AGRICULTURE

Three Months Ended March 31,2009

2008

change(in millions)Revenues

$
4.9

$
8.5

$
(3.6
)% of consolidated revenues


31
%

33
%Operating Loss

$
(3.5
)
$
(5.1
)
$
1.6


Revenues
for the Agriculture segment decreased by 42%, or $3.6 million, from $8.5 million for the first quarter of 2008 to $4.9 million for the first quarter of
2009, primarily due to a reduction in fresh fruit sales volume. In the first quarter of 2008, pineapple juice sales represented approximately 11% of the Agriculture segment revenues. The Agriculture
segment produced an operating loss of $3.5 million for the first quarter of 2009 compared to an operating loss of $5.1 million for the first quarter of 2008.



The volume of fresh pineapple case sales was lower by 45% for the first quarter of 2009; revenue per case sold was higher by 9% in 2009
compared to the first quarter of 2008. Lower case sales volume in the first quarter of 2009 was due to lower production volume. Higher average pricing reflects the sale of only prime sized fruit to
selective customers.

The
Agriculture segment cost of sales was lower by approximately 42% in the first quarter of 2009 compared to the first quarter of 2008, largely as a result of the lower sales volume of
fresh and

21

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processed
product, partially offset by increased per unit cost of sales as a result of lower production volumes.

Shipping
and marketing cost decreased by 61% in the first quarter of 2009 compared to the first quarter of 2008 because of lower volume of sales partially offset by higher average per
unit shipping cost. The average shipping cost was higher in 2009 because a greater percentage of products to the mainland United States were sent by air freight, which is more costly than ocean
freight.

RESORT

Three Months Ended March 31,2009

2008

change(in millions)Revenues

$
8.6

$
11.7

$
(3.1
)% of consolidated revenues


55
%

46
%Operating Loss

$
(4.2
)
$
(2.3
)
$
(1.9
)


Resort
segment revenues decreased from $11.7 million in the first quarter of 2008 to $8.6 million for the first quarter of 2009, or 26%, reflecting lower revenues from our
primary Resort operations, golf, retail and villas. The Resort segment reported an operating loss of $4.2 million for the first quarter of 2009 compared to an operating loss of
$2.3 million for the first quarter of 2008. A reduction in visitor arrivals and occupancy at the Resort, resulting from the national and global economic recession, reduced airline passenger
capacity to Hawaii caused by airline closures, and the continuing high cost of energy was primarily responsible for the increased Resort operating loss in the first quarter of 2009.



Revenues from golf operations decrease by approximately 28% in the first quarter of 2009 compared to the first quarter of 2008 as a
result of a 26% decrease in paid rounds of golf and a 6% decrease in average green and cart fees. Resort retail sales for the first quarter of 2009 were approximately 12% lower than the first quarter
of 2008, primarily reflecting lower sales at our golf outlets.

Revenues
from the Kapalua Villas were 50% less in the first quarter of 2009 compared to the first quarter of 2008, reflecting a 46% decrease in occupied rooms and a 8% lower average room
rate. Rooms available in the first quarter of 2009 were 11% lower in the first quarter of 2009 as units were under renovation in our Kapalua Gold program to upgrade and standardize the units in our
rental program.

COMMUNITY DEVELOPMENT

Three Months Ended March 31,2009

2008

change(in millions)Revenues

$
2.0

$
4.6

$
(2.6
)% of consolidated revenues


13
%

18
%Operating Profit (Loss)

$
(3.2
)
$
8.1

$
(11.3
)


The
Community Development segment reported an operating loss of $3.2 million for the first quarter of 2009 compared to an operating profit of $8.1 million for the first
quarter of 2008. Revenues from this operating segment were $2.0 million for the first quarter of 2009 compared to $4.6 million for the first quarter of 2008. Lower results in the first
quarter of 2009 reflect the absence of real estate

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sales,
resulting from the economic recession, tight credit markets, reduced demand for real estate, and declining consumer confidence, and losses from our investment in Bay Holdings.

Operating
profit (loss) includes our equity in the income (losses) of Bay Holdings, which was $(1.1) million in the first quarter of 2009 compared to $9.4 million in the first
quarter of 2008. Revenues and profit from sale of the whole and fractional residential condominiums are being recognized on the percentage-of-completion method. The percentage
of completion of the six residential buildings in this project ranged from 96% to 100% as of the end of March 2009 and the closings of the sold units are expected to begin in May 2009. In connection
with profit recognition under the percentage-of-completion method, we began to recognize a proportionate amount of the unrealized appreciation of the fair value of the land and
other non-monetary contributions to Bay Holdings and other deferred costs related to the joint venture (see Note 10 to condensed consolidated financial statements).



In the first quarter of 2008, we sold approximately 52 acres of Upcountry Maui land that were considered non-core to our
operations and recognized revenues of approximately $2.6 million and pre-tax profit of approximately $2.4 million.

LIQUIDITY AND CAPITAL RESOURCES



At March 31, 2009, our total debt, including capital leases, was $90.0 million, compared to $137.0 million at
December 31, 2008. The decrease in outstanding debt in the first three months of 2009 was due to proceeds from the sale of the PGC in March 2009 being applied to partially repay our revolving
line of credit with Wells Fargo and certain other lenders (Note 9 to condensed consolidated financial statements). At March 31, 2009, we had $3.1 million in cash and cash
equivalents and $14.5 million in unused available lines of credit. In March 2010, $55 million of borrowings under our two available lines of credit is scheduled to mature. The lines of
credit have financial covenants requiring a minimum of $10 million in liquidity and a limitation on new indebtedness. Failure to satisfy any of the covenants or to otherwise default under
either of the credit agreements could result in the outstanding borrowings becoming immediately due, which could result in a default under the other credit agreement as well as the $40 million
senior secured convertible notes. Default under the convertible notes could require us to redeem the notes at 115% of the outstanding amount of principal and accrued interest. We are obligated to
purchase the spa, beach club improvements and the sundry store from Kapalua Bay Holdings ("Bay Holdings") at actual construction cost upon completion in 2009, which is estimated to be approximately
$35 million. We are currently negotiating the terms of the purchase of the improvements with the members of Bay Holdings, and expect that we will fund most of the purchase at a later date. At
March 31, 2009, these matters gave rise to significant uncertainty as to our ability to continue as a going concern.

In
response to these matters, we have undertaken several financial and strategic initiatives to restructure the terms of its credit agreements and generate cash flow from a variety of
sources, including the sale of several real estate assets. In March 2009, we sold the Plantation Golf Course (PGC) for $50 million (see Note 9) and $45 million of the sales
proceeds were applied to partially repay outstanding borrowings that were partially collateralized by the PGC. We are currently in discussions with both lenders to further restructure its line of
credit and revolving loan agreements to extend the maturity dates beyond March 2010, and to increase the amounts available under the line of credit agreement based, in part, on a
re-appraisal of the properties securing the line of credit and by providing additional properties as collateral under the agreement. In addition, the Company has taken several other
actions to reduce cash outflows including reducing its headcount by about 100 personnel

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in
March 2009, as well as other measures to reduce operating expenses. We are also actively in the process of attempting to sell several selected real estate assets to provide additional liquidity and
to
further reduce debt, although the timing and amount of such sales are uncertain. As a result of these actions and together with its initiatives to generate liquidity, we believe (although no
assurances can be given) that we will be successful in restructuring our borrowing agreements, continue to be in compliance with the covenants under our borrowing arrangements, and will continue
operating as a going concern.



In July 2006, Kapalua Bay Holdings, LLC, or Bay Holdings, in which we have a 51% interest, entered into a syndicated
construction loan agreement with Lehman Brothers Holdings Inc. ("Lehman"), for the lesser of $370 million or 61.6% of the total projected cost of the project. Lehman's commitment under
the loan agreement was approximately 78% of the total. On September 15, 2008, Lehman filed a petition under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy
Court. In February 2009, Bay Holdings entered into an amended and restated construction loan agreement with Lehman, Swedbank, MH Kapalua Venture, LLC, an affiliate of Marriott, and certain
other syndicate lenders, pursuant to which Bay Holdings may borrow an aggregate of approximately $354.5 million, including amounts previously funded under the loan agreement (see Note 10
to condensed consolidated financial statements). We believe that this amount will be sufficient to fund the full development of the Residences at Kapalua Bay project.



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



Also in March 2009, we executed two amendments of our revolving line of credit agreement with Wells Fargo Bank and certain other
lenders, to be in compliance with the
financial covenants as of December 31, 2008. The amendments also eliminated all financial covenants except for the maintenance of a minimum liquidity of $10 million and limitations on
additional indebtedness; extended the maturity of the facility to March 2010 from November 2009; requires the reappraisal of the properties collateralizing the facility and the reduction of the
available credit or addition of collateral to maintain a 50% loan commitment to collateral value; eliminated the restriction on the lenders' recourse to recover against us; and increased the interest
rate on loan draws by 275 basis points. In connection with the sale of PGC, we applied $45 million of proceeds against outstanding borrowings under this line of credit, which was partially
collateralized by the PGC, and the available credit was reduced from $90 million to $45 million. As of March 31, 2009, we had $30 million outstanding and
$14.5 million available under this line.



On July 28, 2008, we issued $40 million in aggregate principal amount of convertible notes, bearing 5.875% interest per
annum payable quarterly in cash in arrears beginning October 15, 2008. The convertible notes mature on July 15, 2013, subject to earlier conversion or redemption under certain conditions
as specified in the notes. As of March 31, 2009, we had $40.5 million in principal and accrued but unpaid interest outstanding under the convertible notes.

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As of March 31, 2009, we were in compliance with all of the covenants under our outstanding debt arrangements.



In the first three months of 2009, consolidated net cash used in operating activities was $9.9 million compared to net cash used
in operating activities of $15.4 million for the first three months of 2008. By operating segment, these cash flows were approximately as follows:

Three Months Ended
March 31,2009

2008(in millions)Agriculture

$
(2.2
)
$
(4.2
)Resort


(4.4
)

(3.5
)Community Development


(1.3
)

(6.8
)Interest, taxes and other


(2.0
)

(0.9
)Total

$
(9.9
)
$
(15.4
)


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



In order to meet liquidity covenants required by our borrowing agreements, and to supplement negative cash flows from operations, our
plans for 2009 include the sales of certain operating and non-operating real estate assets combined with the leaseback of properties as necessary. While there is significant uncertainty,
we believe that the cash inflows generated from real estate sales, supplemented with our initiatives to reduce cash outflows from operations, will be sufficient to fund operations for at least the
next 12 months.

In
2009, capital expenditures and expenditures for deferred development cost have been reduced, except for expenditures that are expected to have a commensurate return within a
relatively short period or are necessary to maintain our operations and standards of quality at the Kapalua Resort. Capital expenditures planned for 2009 total $4.7 million and include
$2.7 million for the replacement of equipment, $1.2 million to remodel certain property and $0.8 million for new equipment and facilities. We will seek project specific financing
for some of the capital projects where deemed feasible.

In
connection with the PGC sale and leaseback, we are obligated to replace the irrigation system prior to the end of the two-year leaseback term. The replacement costs are
capped at $5 million under the terms of the agreement.

We
are also obligated to purchase the spa, beach club improvements and the sundry store from Bay Holdings upon completion in 2009 at actual construction cost, which is estimated to be
approximately
$35 million. We are negotiating the terms of the purchase of the improvements with the members of Bay Holdings, and expect to fund most of the purchase at a later date.

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CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations as of March 31, 2009 (in thousands):

Payment due by period (years)Contractual Obligations

Total

Less Than 1

1 - 3

4 - 5

After 5Long-term debt(1)

$
95,000

$
55,000

$


$
40,000

$
Capital lease obligations (including interest)


3,469


1,274


1,444


525


226Interest on long-term debt(2)(7)


18,138


8,140


6,963


3,035


Operating leases(3)


2,189


586


1,168


390


45Purchase commitments(3)


10,228


2,537


3,919


3,772


Other long-term liabilities(4)(5)(6)(7)


7,297


2,306


2,866


1,061


1,064Total

$
136,321

$
69,843

$
16,360

$
48,783

$
1,335


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FORWARD-LOOKING STATEMENTS AND RISKS

This and other reports filed by us with the Securities and Exchange Commission, or SEC, contain forward-looking statements intended to
qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current
facts. They contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other
variations thereof or comparable terminology. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others.



Such
risks and uncertainties also include those risks and uncertainties discussed in the sections entitled "Business," "Risk Factors," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2008, as amended, and the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in this Quarterly Report on Form 10-Q, as well as other factors described from time to
time in our reports filed with the SEC.

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposure with regard to financial instruments is to changes in interest rates. We attempt to manage this risk
by monitoring interest rates and future cash requirements, and evaluating opportunities to refinance borrowings at various maturities and interest rates. At March 31, 2009, all of our
borrowings carried interest at fixed rates, which includes $55 million of variable rate that is converted to fixed rate debt by interest rate swap agreements. In January 2008, we entered into
interest rate swap agreements for approximately two years on $55.0 million of variable rate debt. We completed the swap agreements in order to reduce the variability in cash flows attributable
to interest rate risk caused by changes in short-term LIBOR rates. The effect of the swaps is to convert variable-rate interest expense, which was previously tied to
1-, 2-, 3- and 6-month LIBOR terms, to an average fixed rate interest of approximately 2.9%, before applicable interest rate spreads. The estimated fair
value of these derivative instruments was a liability of approximately $930,000 as of March 31, 2009.

Item 4.    Controls and Procedures

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

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

As
required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal
quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms. There has
been no change in our internal control over financial reporting during the three months ended March 31, 2009 that has materially affected or is reasonably likely to materially affect our
internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1A.    Risk Factors

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

Item 5.    Other Information

On May 4, 2009, the Company and Warren H. Haruki, Executive Chairman, entered into a Stock Option Notice and Agreement for the
grant of 25,000 options to purchase our common stock at $5.20 per share, which was the closing price of MLP common stock as reported on the New York Stock Exchange (NYSE), on March 9, 2009, the
date the grant was approved by our Board of Directors. On May 4, 2009, the Company and Warren H. Haruki also entered into a Restricted Share Agreement for 20,000 shares of restricted stock that
will vest quarterly over a five year period. The foregoing summary of the Stock Option Notice and Agreement and the Restricted Share Agreement is not complete and is qualified in its entirety by
reference to the agreements filed herewith as Exhibits 10.1 and 10.2, respectively.

On
May 4, 2009, the Company and John P. Durkin, Chief Financial Officer, entered into a Stock Option Notice and Agreement for the grant of 20,000 options to purchase MLP common
stock at $7.78 per share, which was the closing price of our common stock as reported on the NYSE on April 15, 2009, the date that Mr. Durkin's employment with us commenced. On
May 4, 2009, the Company and John P. Durkin also entered into a Restricted Share Agreement for 15,000 shares of restricted stock that will vest ratably over a 5-year period based on
performance criteria to be set by the Company's Compensation Committee of the Board of Directors. The foregoing summary of the Stock Option Notice and Agreement and the Restricted Share Agreement is
not complete and is qualified in its entirety by reference to the agreements filed herewith as Exhibits 10.3 and 10.4, respectively.

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Item 6.    Exhibits

(10)



Material Contracts10.1

Stock Option Agreement and Stock Option Grant Notice dated as of May 4, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.10.2

Restricted Share Agreement dated May 4, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.10.3

Stock Option Agreement and Stock Option Grant Notice dated as of May 4, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.10.4

Restricted Share Agreement dated May 4, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.(31)



Rule 13a14(a) Certifications31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.(32)

32.1

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


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SIGNATURE

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

MAUI LAND & PINEAPPLE COMPANY, INC.May 5, 2009 Date



/s/ JOHN P. DURKIN John P. Durkin Chief Financial Officer(Principal Financial Officer)


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EXHIBIT INDEX

Exhibit Number

Description10.1

Stock Option Agreement and Stock Option Grant Notice dated as of May 4, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.(1)10.2

Restricted Share Agreement dated May 4, 2009, between Maui Land & Pineapple Company, Inc. and Warren H. Haruki.(1)10.3

Stock Option Agreement and Stock Option Grant Notice dated as of May 4, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.(1)10.4

Restricted Share Agreement dated May 4, 2009, between Maui Land & Pineapple Company, Inc. and John P. Durkin.(1)31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)32.1

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


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