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 1934 
|For the quarterly period ended SEPTEMBER 30, 2007
|OR                                               
|o                                                 | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|Commission file number 1-6510                    

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

|HAWAII(State or other jurisdiction
of incorporation or organization)                    |  | 99-0107542(IRS Employer
Identification No.)
|--------------------------------------------------------------------------------------- |  | -------------------------------------------
|P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687(Address of principal executive offices)
|(Registrant's telephone number, including area code)(808) 877-3351                     
|NONE(Former name, former address and former fiscal year, if changed since last report) 

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

Yes ý No o

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

Large
accelerated filer o                        Accelerated filer ý                        
Non-accelerated filer 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 November 1, 2007 |  | 
| |  | -------------------------- |  | ------------------------------- |  | 
| |  | Common Stock, no par value |  | 8,147,709 shares                |  | 



---





MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

TABLE OF CONTENTS

|                                                                                                                      |  | Page
|--------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION (unaudited)                                                                             |  |     
|Item 1. Financial Statements                                                                                          |  |     
|Condensed Consolidated Balance Sheets,
September 30, 2007 and December 31, 2006                                       |  | 3   
|Condensed Consolidated Statements of Operations and Retained Earnings,
Three Months Ended September 30, 2007 and 2006 |  | 4   
|Condensed Consolidated Statements of Operations and Retained Earnings,
Nine Months Ended September 30, 2007 and 2006  |  | 5   
|Condensed Consolidated Statements of Cash Flows,
Nine Months Ended September 30, 2007 and 2006                        |  | 6   
|Notes to Condensed Consolidated Financial Statements                                                                  |  | 7   
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                         |  | 17  
|Forward-Looking Statements                                                                                            |  | 29  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 30  
|Item 4. Controls and Procedures                                                                                       |  | 30  
|Item 5. Other Information                                                                                             |  | 31  
|PART II. OTHER INFORMATION                                                                                            |  |     
|Item 1A. Risk Factors                                                                                                 |  | 32  
|Item 6. Exhibits                                                                                                      |  | 32  
|Signature                                                                                                             |  | 33  

2

---





PART I    FINANCIAL INFORMATION

Item 1.    Financial Statements

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

|                                        |                                                                                                                       | 9/30/07                       |         | 12/31/06 |        
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------- | -------- | -------
|
|ASSETS                                  |                                                                                                                       |                               |         |          |        
|Current Assets                          |                                                                                                                       |                               |         |          |        
|                                        | Cash and cash equivalents                                                                                             |                               | $       | 1,619    |        
|                                        | Accounts and notes receivable                                                                                         |                               |         | 9,082    |        
|                                        | Inventories                                                                                                           |                               |         | 11,126   |        
|                                        | Other current assets                                                                                                  |                               |         | 2,147    |        
|                                        |                                                                                                                       |                               |         |          |        
|                                        |                                                                                                                       | Total current assets          |         |          | 23,974 
|Property                                |                                                                                                                       |                               | 241,012 |          |        
|                                        | Accumulated depreciation                                                                                              |                               |         | (101,317 | )      
|                                        |                                                                                                                       |                               |         |          |        
|Propertynet                            |                                                                                                                       |                               | 139,695 |          |        
|Other Assets                            |                                                                                                                       |                               | 69,687  |          |        
|                                        |                                                                                                                       |                               |         |          |        
|Total                                   |                                                                                                                       | $                             | 233,356 |          | $      
|                                        |                                                                                                                       |                               |         |          |        
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                                       |                               |         |          |        
|Current Liabilities                     |                                                                                                                       |                               |         |          |        
|                                        | Current portion of long-term debt and capital lease obligations                                                       |                               | $       | 1,439    |        
|                                        | Trade accounts payable                                                                                                |                               |         | 11,334   |        
|                                        | Income taxes payable                                                                                                  |                               |         | 3,982    |        
|                                        | Other current liabilities                                                                                             |                               |         | 7,369    |        
|                                        |                                                                                                                       |                               |         |          |        
|                                        |                                                                                                                       | Total current liabilities     |         |          | 24,124 
|Non-Current Liabilities                 |                                                                                                                       |                               |         |          |        
|                                        | Long-term debt and capital lease obligations                                                                          |                               |         | 31,689   |        
|                                        | Accrued retirement benefits                                                                                           |                               |         | 30,755   |        
|                                        | Other non-current liabilities                                                                                         |                               |         | 14,177   |        
|                                        |                                                                                                                       |                               |         |          |        
|                                        |                                                                                                                       | Total non-current liabilities |         |          | 76,621 
|Minority Interest in Subsidiary         |                                                                                                                       |                               | 558     |          |        
|Commitments and Contingencies (Note 15) |                                                                                                                       |                               |         |          |        
|Stockholders' Equity                    |                                                                                                                       |                               |         |          |        
|                                        | Common stock, no par value23,000,000 and 9,000,000 shares authorized, 7,931,154 and 7,287,779 issued and outstanding |                               |         | 33,269   |        
|                                        | Additional paid-in capital                                                                                            |                               |         | 6,477    |        
|                                        | Retained earnings                                                                                                     |                               |         | 94,614   |        
|                                        | Accumulated other comprehensive loss                                                                                  |                               |         | (2,307   | )      
|                                        |                                                                                                                       |                               |         |          |        
|                                        |                                                                                                                       | Stockholders' Equity          |         |          | 132,053
|                                        |                                                                                                                       |                               |         |          |        
|Total                                   |                                                                                                                       | $                             | 233,356 |          | $      
|                                        |                                                                                                                       |                               |         |          |        

See
accompanying Notes to Condensed Consolidated Financial Statements.

3

---





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

|                                        |                                           | Three Months Ended |       
|--------------------------------------- | ----------------------------------------- | ------------------ | ------
|
|
|Operating Revenues                      |                                           |                    |       
|                                        | Net sales                                 |                    | $     
|                                        | Operating income                          |                    |       
|                                        |                                           |                    |       
|Total Operating Revenues                |                                           |                    | 28,494
|                                        |                                           |                    |       
|Operating Costs and Expenses            |                                           |                    |       
|                                        | Cost of sales                             |                    |       
|                                        | Operating expenses                        |                    |       
|                                        | Shipping and marketing                    |                    |       
|                                        | General and administrative                |                    |       
|                                        | Pineapple restructuring charges (Note 18) |                    |       
|                                        |                                           |                    |       
|Total Operating Costs and Expenses      |                                           |                    | 33,204
|                                        |                                           |                    |       
|Operating Loss                          |                                           |                    | (4,710
|Equity in income (losses) of affiliates |                                           |                    | 4,920 
|Interest expense                        |                                           |                    | (405  
|Interest income                         |                                           |                    | 150   
|                                        |                                           |                    |       
|Loss Before Income Taxes                |                                           |                    | (45   
|Income Tax Expense (Benefit)            |                                           |                    | 110   
|                                        |                                           |                    |       
|Net Loss                                |                                           |                    | (155  
|Retained Earnings, Beginning of Period  |                                           |                    | 94,769
|                                        |                                           |                    |       
|Retained Earnings, End of Period        |                                           | $                  | 94,614
|                                        |                                           |                    |       
|Loss Per Common Share                   |                                           |                    |       
|                                        | Basic                                     |                    | $     
|                                        | Diluted                                   |                    | $     

See
accompanying Notes to Condensed Consolidated Financial Statements.

4

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

|                                                                                             |                                           | Nine Months Ended |        
|-------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------- | -------
|
|
|Operating Revenues                                                                           |                                           |                   |        
|                                                                                             | Net sales                                 |                   | $      
|                                                                                             | Operating income                          |                   |        
|                                                                                             |                                           |                   |        
|Total Operating Revenues                                                                     |                                           |                   | 128,167
|                                                                                             |                                           |                   |        
|Operating Costs and Expenses                                                                 |                                           |                   |        
|                                                                                             | Cost of sales                             |                   |        
|                                                                                             | Operating expenses                        |                   |        
|                                                                                             | Shipping and marketing                    |                   |        
|                                                                                             | General and administrative                |                   |        
|                                                                                             | Pineapple restructuring charges (Note 18) |                   |        
|                                                                                             |                                           |                   |        
|Total Operating Costs and Expenses                                                           |                                           |                   | 116,445
|                                                                                             |                                           |                   |        
|Operating Income                                                                             |                                           |                   | 11,722 
|Equity in income (losses) of affiliates                                                      |                                           |                   | 9,003  
|Interest expense                                                                             |                                           |                   | (1,449 
|Interest income                                                                              |                                           |                   | 791    
|                                                                                             |                                           |                   |        
|Income Before Income Taxes                                                                   |                                           |                   | 20,067 
|Income Tax Expense                                                                           |                                           |                   | 8,018  
|                                                                                             |                                           |                   |        
|Net Income                                                                                   |                                           |                   | 12,049 
|Retained Earnings, Beginning of Period                                                       |                                           |                   | 82,765 
|Cumulative impact of change in accounting for uncertainties in income taxes (FIN 48Note 13) |                                           |                   | (200   
|                                                                                             |                                           |                   |        
|Retained Earnings, End of Period                                                             |                                           | $                 | 94,614 
|                                                                                             |                                           |                   |        
|Earnings Per Common Share                                                                    |                                           |                   |        
|                                                                                             | Basic                                     |                   | $      
|                                                                                             | Diluted                                   |                   | $      

See
accompanying Notes to Condensed Consolidated Financial Statements.

5

---





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

|                                                     |                                                          | Nine Months Ended |       
|---------------------------------------------------- | -------------------------------------------------------- | ----------------- | ------
|
|
|Net Cash Used in Operating Activities                |                                                          | $                 | (3,292
|                                                     |                                                          |                   |       
|Investing Activities                                 |                                                          |                   |       
|                                                     | Purchases of property                                    |                   |       
|                                                     | Proceeds from disposal of property                       |                   |       
|                                                     | Contributions to affiliates                              |                   |       
|                                                     | Other                                                    |                   |       
|                                                     |                                                          |                   |       
|Net Cash Provide by (Used in) Investing Activities   |                                                          |                   | 6,963 
|                                                     |                                                          |                   |       
|Financing Activities                                 |                                                          |                   |       
|                                                     | Payments of long-term debt and capital lease obligations |                   |       
|                                                     | Proceeds from long-term debt                             |                   |       
|                                                     | Stock option exercises                                   |                   |       
|                                                     | Issuance of common stock                                 |                   |       
|                                                     |                                                          |                   |       
|Net Cash Provided by (Used in) Financing Activities  |                                                          |                   | (3,195
|                                                     |                                                          |                   |       
|Net Increase (Decrease) in Cash and Cash Equivalents |                                                          |                   | 476   
|Cash and Cash Equivalents at Beginning of Period     |                                                          |                   | 1,143 
|                                                     |                                                          |                   |       
|Cash and Cash Equivalents at End of Period           |                                                          | $                 | 1,619 
|                                                     |                                                          |                   |       

Supplemental
Disclosures of Cash Flow InformationInterest (net of amounts capitalized) of $1,178,000 and $-0- was paid during the nine months ended
September 30, 2007 and 2006, respectively. Income taxes of $3,862,000 and $6,534,000 were paid during the nine months ended September 30, 2007 and 2006, respectively.

Non-Cash
Investing ActivitiesAmounts included in trade accounts payable for additions to property and other assets totaled $2,769,000 and $6,260,000 at
September 30, 2007 and 2006, respectively.

See
accompanying Notes to Condensed Consolidated Financial Statements.

6

---





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

9/30/07

12/31/06(in thousands)Pineapple productsFinished goods

$
675

$
1,416Work in progress





299Raw materials





492Real estate held for sale


3,505


8,449Merchandise, materials and supplies


6,946


7,368Total Inventories

$
11,126

$
18,024




7

---



7.    Average Common Shares Outstanding Used to Compute Earnings Per Share

Three Months
Ended September 30

Nine Months
Ended September 302007

2006

2007

2006Basic

7,929,183

7,258,800

7,759,616

7,256,815Diluted

7,929,183

7,258,800

7,825,804

7,350,597




8.    Recently Issued Accounting Pronouncement



9.    Kapalua Bay Holdings, LLC



8

---





Three Months
Ended September 30,

Nine Months
Ended September 30,2007

2006

2007

2006(in thousands)Revenues

$
33,106

$
197

$
77,496

$
6,865Expenses


25,259


4,539


64,037


13,890Net Income (Loss)

$
7,847

$
(4,342
)
$
13,459

$
(7,025
)


10.    Land Sale and Joint Venture Interest



9

---





11.    Stock-Based Compensation



10

---





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, 2006

863,500

$
31.64Granted

60,000

$
32.00

$
13.40Exercised

(70,667
)
$
20.13Forfeited or Cancelled

(65,000
)
$
29.60

$
15.26Outstanding at September 30, 2007

787,833

$
32.87

$
13.43

7.7

$
1,715Exercisable at September 30, 2007

318,937

$
29.53

$
12.49

6.7

$
1,479






2007

2006Weighted Average Grant-Date Fair Value For Options Granted During the Period

$
13.40

$
16.02Intrinsic Value of Options Exercised $(000)

$
759


Cash Received From Option Exercises $(000)

$
1,422


Tax Benefit From Option Exercises $(000)

$



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

$
1,510

$
1,124


11

---





2007

2006Expected Life of Options in Years

6.5

6.2Expected Volatility

31.5
%
32.4
%Risk-free interest rate

4.6
%
5.0
%Expected dividend yield








Shares

Weighted
Average
Grant-Date
Fair ValueNonvested balance at December 31, 2006

259,271

$
33.24Granted

39,000

$
32.32Vested

(55,466
)
$
31.26Forfeited or Cancelled

(21,250
)
$
35.60Nonvested balance at September 30, 2007

221,555

$
33.17


12

---



12.    Components of Net Periodic Benefit Cost



Three Months
Ended September 30,

Nine Months
Ended September 30,2007

2006

2007

2006(in thousands)Pension BenefitsService cost

$
507

$
587

$
1,376

$
1,389Interest cost


823


947


2,520


2,459Expected return on plan assets


(970
)

(909
)

(2,696
)

(2,525
)Amortization of prior service cost


13


11


36


35Amortization of Net Obligation


4


7


16


19Amortization of Loss


7


304


319


498Contractual termination benefits








369


Curtailment loss





74


27


74Net expense

$
384

$
1,021

$
1,967

$
1,949Other BenefitsService cost

$
76

$
56

$
227

$
250Interest cost


159


101


557


577Amortization of prior service cost


(8
)

(31
)

(24
)

(95
)Amortization of Net (Gain)/Loss


(176
)

69


(420
)

69Special termination benefits





(7
)

36


(7
)Curtailment gain


(260
)

(284
)

(398
)

(386
)Net expense

$
(209
)
$
(96
)
$
(22
)
$
408




13.    Income Taxes



13

---





14.    Operating Segment Information:

Three Months
Ended September 30

Nine Months
Ended September 302007

2006

2007

2006(in thousands)Operating RevenuesAgriculture

$
10,336

$
18,231

$
37,306

$
48,495Resort


7,783


10,783


28,349


35,148Community Development


9,983


10,904


61,325


48,506Other


392


(57
)

1,187


245Total Operating Revenues

$
28,494

$
39,861

$
128,167

$
132,394Operating Profit (Loss)Agriculture

$
(5,605
)
$
(3,972
)
$
(18,596
)
$
(9,697
)Resort


(3,060
)

(1,974
)

(6,730
)

(3,400
)Community Development


9,009


2,027


46,220


26,098Other


(134
)

(249
)

(169
)

(491
)Total Operating Profit (Loss)


210


(4,168
)

20,725


12,510Interest Expense


(405
)

(131
)

(1,449
)

(160
)Interest Income


150


343


791


1,155Income Tax (Expense) Benefit


(110
)

1,463


(8,018
)

(4,823
)Net Income (Loss)

$
(155
)
$
(2,493
)
$
12,049

$
8,682


15.    Commitments and Contingencies



14

---





16.    Related Party Transactions



17.    Private Placement of Common Stock



15

---





18.    Pineapple Operations Restructuring



In thousandsNet loss on disposition of fixed assets, materials and supplies

$
2,278Loss on purchase supply contract


1,149Employee severance


1,695Pension and other postretirement benefits, net (see Note 11)


34Total

$
5,156




19.    Subsequent Events



16

---





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, 2006 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. Principal subsidiaries include Maui
Pineapple Company, Ltd. and Kapalua Land Company, Ltd. Our reportable operating segments are Agriculture, Resort and Community Development.



The Agriculture segment primarily includes growing, packing and marketing of fresh premium pineapple. In 2007, we began to offer a second label fresh pineapple
product for the food service sector. Prior to June 30, 2007, we packed and canned (processed) pineapple. We will continue to process pineapple juice, but will no longer produce
solid-pack canned pineapple product in the future (see Note 18 to condensed consolidated financial statements). The fruit grown by us principally consists of three types of
pineapple,Maui Gold®, Hawaiian Gold, and organic pineapple.

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



The Kapalua Resort is part of approximately 21,900 acres we own in West Maui, most of which remain as open space. Presently, the Kapalua Resort includes
approximately 2,575 acres bordering the ocean with five white sand beaches and includes The Ritz-Carlton, Kapalua, eight residential subdivisions, two championship golf courses (The Bay
and The Plantation), a ten-court tennis facility, the first phase of commercial space in the central area of the Resort, several restaurants, and over 800 condominiums, single-family homes
and residential lots. We operate Kapalua Resort's two golf courses, the tennis facility, several retail shops, a vacation rental program (The Kapalua Villas), and provide certain services to the
Resort. We currently have approximately 250 units in our Kapalua Villas vacation rental program.

Several
significant revitalization and renovation initiatives are underway at the Kapalua Resort. In 2006, the Kapalua Bay Hotel and the adjacent shops were closed to prepare for the
development of residential units, a beach club and spa (see Note 9 to Condensed Consolidated Financial Statements). In February 2007, we permanently closed the Village (golf) course with
plans to construct a new private course. In July 2007, the Ritz Carlton, Kapalua hotel closed for extensive renovation with plans to reopen in December 2007. In August 2007, we
closed the back-nine holes of the Bay (golf) Course to begin re-seeding of the greens in preparation for the Kapalua LPGA Classic golf tournament in October 2008. We are
also constructing a mountain activity center and zip-lines, which are scheduled to open in December 2007.

17

---





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
our Public Utilities Commission regulated water and sewage operations that service the Kapalua Resort and adjacent communities.

The
Community Development segment also includes the management of several leases, including the ground lease underlying The Ritz-Carlton, Kapalua (through March 28,
2007). On March 28, 2007, we sold the land underlying the Ritz-Carlton, Kapalua hotel to a wholly-owned affiliate of the limited liability company (the Hotel JV) that was the lessee
under the ground lease for $25 million in cash at closing and a 21.4% interest in the Hotel JV (see Note 10 to condensed consolidated financial statements). The Community Development
segment also includes our 51% equity interest in Kapalua Bay Holdings, LLC, the limited liability company that purchased the Kapalua Bay Hotel in August 2004 (see Note 9 to condensed
consolidated financial statements). Kapalua Bay Holdings, LLC has demolished the Kapalua Bay Hotel, with approximately 98% of the structure recycled or upcycled, 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 September 30, 2007, the percentage completion of the six residential
buildings ranged from approximately 12% to 43%.

We
have approximately 1,500 acres of land in Maui that are at various stages in the land entitlement process. We must obtain appropriate entitlements for land that we intend to develop
or use for construction. Securing proper land entitlement is a process that requires obtaining county, state and federal approvals, which can take several years to complete and entails a variety of
risks.

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



18

---





Current Developments

In the third quarter of 2007, some of our significant transactions, events and key initiatives included the following:



Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use
of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial statements and thus actual results
could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed
Form 10-K and have not changed materially from that discussion, except for FIN 48 which was adopted on January 1, 2007 (see Note 13 to condensed consolidated financial
statements).

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

RESULTS OF OPERATIONS

Three Months Ended September 30, 2007 compared to Three Months Ended September 30, 2006

CONSOLIDATED

Three Months Ended
September 30,2007

2006

change(in millions,
except per share amounts)Consolidated Revenues

$
28.5

$
39.9

$
(11.4
)Net Loss

$
(0.2
)
$
(2.5
)
$
2.3Basic Earnings Per Common Share

$
(0.02
)
$
(0.34
)
$
0.32


We
reported a net loss of $155,000 ($.02 per share) for the third quarter of 2007 compared to a net loss of $2.5 million ($.34 per share) for the third quarter of 2006.
Consolidated revenues for the third quarter of 2007 were $28.5 million compared to $39.9 million for the third quarter of 2006. All of our operating segments reported lower revenues in
the third quarter of 2007. Increased operating profit

19

---



from
the Community Development segment was offset by increased operating losses from the Agriculture and Resort segments.



Consolidated general and administrative expenses decreased by 32%, or $3.2 million from $10.3 million for the third quarter of 2006 to
$7.1 million for the third quarter of 2007.

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

|                                         |  | Three Months Ended September 30, |    
|---------------------------------------- |  | -------------------------------- | ---
|
|
|Salaries & wages                         |  | $                                | 2.3
|Employee incentives & stock compensation |  |                                  | 0.5
|Employee severance                       |  |                                  |   
|Professional & other services            |  |                                  | 2.1
|Pensions & other postretirement benefits |  |                                  | 0.2
|Depreciation expense                     |  |                                  | 0.2
|Other                                    |  |                                  | 1.8
|                                         |  |                                  |    
|Total                                    |  | $                                | 7.1
|                                         |  |                                  |    

The
reduction in salaries and wages for the third quarter of 2007 compared to the third quarter of 2006 is due primarily to Agriculture re-training charges that are included in the third
quarter of 2006. At the end of June 2006, we began to operate our new fresh fruit packing facility, which is less labor intensive. In 2006, some of the Agriculture segment employees were taken out of
operations and retrained for other work as the operations moved toward a less labor-intensive process, and in the three months ended September 2006, we incurred employee severance charges of $1.6
million as a result of the reduction in the Agriculture segment work force.

The
increase in professional services in the third quarter of 2007 compared to the third quarter of 2006 primarily reflects increases in actuarial services in 2007 and the use of
temporary employees to supplement the staff.

The
reduction in depreciation expense charged to general and administrative expense is primarily due to acceleration of depreciation charges in 2006 of some of our Agriculture segment
assets because of changes in our business and acceleration of depreciation charges for our accounting systems that were replaced in 2006.

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 $405,000 for the third quarter of 2007 compared to $131,000 for the third quarter of 2006. Interest incurred in the third quarter of 2007 was
$701,000, of which $296,000 was capitalized to construction projects. In the third quarter of 2006, interest incurred was $726,000, of which $595,000 was capitalized to construction projects. Our
effective interest rate on borrowings was 7.7% in the third quarter of 2007 compared to 7.8% in the third quarter of 2006.

20

---



AGRICULTURE

Three Months Ended
September 30,2007

2006

change(in millions)Revenues

$
10.3

$
18.2

$
(7.9
)% of consolidated revenues


36
%

46
%Operating Loss

$
(5.6
)
$
(4.0
)
$
(1.6
)


Revenues
for the Agriculture segment in the third quarter of 2007 were $10.3 million or 43% lower than the third quarter of 2006, primarily due to a decrease in processed fruit
sales. The Agriculture segment produced an operating loss of $5.6 million for the third quarter of 2007 compared to an operating loss of $4.0 million for the third quarter of 2006. The
Agriculture segment losses for the third quarter of 2007 include approximately $3.0 million of additional costs reflecting higher per unit cost of sales due to the reduction of operations.

Effective
as of June 30, 2007, we ceased the production of substantially all solid-packed pineapple products (see Note 18 to condensed consolidated financial statements).
With the cessation of solid-pack canned products, we will focus our business on the production and sale of fresh premium pineapple and the processing and sale of pineapple juice. We will
continue to supply existing sales commitments for solid-packed processed pineapple through approximately the end of 2007, which will liquidate our existing inventory.

Operating
losses reported by the Agriculture segment for the third quarter of 2006 included $568,000 of accelerated depreciation charges for assets where the estimated useful lives have
been reduced because of changes in our pineapple operations. In addition, the Agriculture segment recorded charges of $387,000 related to re-training employees and severance charges of
$1.6 million as a result of workforce reductions because of production efficiencies gained by the operation of the fresh fruit packing plant that began operation in the third quarter of 2006.



The case volume of fresh pineapple sales was lower by 23% for the third quarter of 2007 and revenue per case sold was higher by 9% in 2007 compared to the third
quarter of 2006. Improved pricing was due to a higher percentage of direct sales to the retail segment and improved fruit quality. The lower case sales volume in 2007 reflects premature ripening of
fruit in 2006, which also produces lower quality fruit. Revenues from fresh pineapple sales increased to approximately 66% of the Agriculture segment net sales for the third quarter of 2007, compared
to approximately 45% for the third quarter of 2006, primarily as the result of the refocusing of our business on the fresh fruit market.

The
case volume of processed pineapple sales was 58% lower for the third quarter of 2007 as compared to the third quarter of 2006 primarily reflecting our plans to cease substantially
all solid-pack production after June 30, 2007. The average sales prices for our processed pineapple products decreased by approximately 20% for the third quarter of 2007 compared to
the third quarter of 2006, primarily because we sold relatively more juice in 2007, which has a lower sales value than canned fruit.

Processed
pineapple sold to the U.S. Government (primarily to the Department of Agriculture) comprised approximately 20% of our case volume of canned pineapple sales in the third quarter
of 2007 compared to 44% in the third quarter of 2006.

The
Agriculture segment cost of sales was lower by approximately 9% in the third quarter of 2007 compared to the third quarter of 2006 as a result of higher per unit cost of sales being
more than offset by lower sales volume. Per unit cost of sales was higher as a result of significantly lower canned product production because of the decision to discontinue processing and selling of
solid-pack

21

---



pineapple.
We annually calculate per unit standard costs that are charged to cost of sales as pineapple product is sold. The standards are based on full year estimates of production and sales and
therefore, the change in our operating plans resulted in additional charges to cost of sales for the third quarter of 2007 of approximately $3.0 million. Higher per unit cost of sales will
continue to be reflected in results for the remainder of the year.

Shipping
and marketing cost decreased by 15% in the third quarter of 2007 compared to the third quarter of 2006 as a result of higher per unit shipping costs being more than offset by
lower sales volume. Per unit shipping costs were higher because of higher warehousing costs and higher ocean and surface transportation costs primarily reflecting higher fuel costs.

RESORT

Three Months Ended
September 30,2007

2006

change(in millions)Revenues

$
7.8

$
10.8

$
(3.0
)% of consolidated revenues


27
%

27
%Operating Loss

$
(3.1
)
$
(2.0
)
$
(1.1
)


The
Resort segment reported an operating loss of $3.1 million for the third quarter of 2007 compared to an operating loss of $2.0 million for the third quarter of 2006.
Resort segment revenues were $7.8 million or 28% lower for the third quarter of 2007 compared to the third quarter of 2006.

The
closure of the Village Course at the end of February 2007, closure of the Ritz-Carlton, Kapalua hotel in July 2007, and the partial closure of the Bay
Course in August 2007, were largely responsible for the reduction in revenues. The back-nine holes of the Bay Course were closed in August 2007 for a comprehensive
re-seeding of the greens. The Course is expected to be fully opened by December 2007. The Ritz-Carlton closed in July 2007 for extensive renovations and is
expected to reopen in December 2007.



Revenues from golf operations and paid rounds of golf both decreased by approximately 41% for the third quarter of 2007 compared to the third quarter of 2006.
Average green and cart fees decreased by less than 1% in the third quarter of 2007 compared to the third quarter of 2006. Resort retail sales for the third quarter of 2007 were approximately 20% lower
than the third quarter of 2006. The closure of the facilities mentioned above were largely responsible for these lower results in the third quarter of 2007. The closure of the 1,900 square foot
Kapalua Collections in July 2007 also had a negative impact on retail sales.

Revenues
from the Kapalua Villas were approximately 15% lower in the third quarter of 2007 compared to the third quarter of 2006, reflecting a 23% decrease in occupied rooms partially
offset by a 14% higher average room rate. The lower occupancy rate appears to be a trend throughout the Maui travel markets and was exacerbated by the closure of the Ritz-Carlton, Kapalua
hotel, which is used as an amenity by our Villa guests. There were approximately 11% fewer rooms available in the third quarter of 2007 partially reflecting units under renovation under our Kapalua
Gold program to upgrade and standardize the units in our rental program.

22

---



COMMUNITY DEVELOPMENT

Three Months Ended
September 30,2007

2006

change(in millions)Revenues

$
10.0

$
10.9

$
(0.9
)% of consolidated revenues


35
%

27
%Operating Profit

$
9.0

$
2.0

$
7.0


The
Community Development segment reported an operating profit of $9.0 million for the third quarter of 2007 compared to $2.0 million for the third quarter of 2006.
Revenues from this operating segment were $10.0 million for the third quarter of 2007 compared to $10.9 million for the third quarter of 2006. Increased operating profit in the third
quarter of 2007 is due primarily to our equity in income of Kapalua Bay Holdings, LLC and to two non-core land sales transactions in September 2007.

Our
equity in the income of Kapalua Bay Holdings, LLC was $4.9 million in the third quarter of 2007 compared to a loss of $2.2 million in the third quarter of 2006. In
2007, the joint venture began to recognize revenues and profits on a percentage-of-completion method from the whole and fractional residential condominiums. The
percentage-of-completion of the six residential buildings in this project ranged from 12% to 43% as of the end of September 2007. 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 Kapalua Bay and other deferred costs related to the joint venture. See Note 9 to condensed consolidated financial statements.



Our Honolua Ridge Phase II subdivision consists of 25 agricultural-zoned lots, which began selling in August 2005. Through the end of the third quarter of
2007, 23 lot sales have closed escrow and there were no lot sales in the third quarter of 2007. We account for revenues and profit from this project on a
percentage-of-completion method and the construction of the infrastructure improvement for this project was substantially complete in November of 2006. At the end of the third
quarter of 2006, the percentage of completion was approximately 83% and we recognized revenues of $8.5 million in the third quarter of 2006.

In
the third quarter of 2007, we sold approximately 195 acres of Upcountry Maui property in two land sales transactions and recognized revenues of $8.2 million and a
pre-tax gain of approximately $7.7 million from these land sales. The land sold had previously been earmarked as "non-core" to our strategic plans.

Nine Months Ended September 30, 2007 compared to Nine Months Ended September 30, 2006

CONSOLIDATED

Nine Months Ended
September 30,2007

2006

change(in millions,
except per share amounts)Consolidated Revenues

$
128.2

$
132.4

$
(4.2
)Net Income

$
12.0

$
8.7

$
3.3Basic Earnings Per Common Share

$
1.55

$
1.20

$
0.35


23

---



We
reported net income of $12.0 million ($1.55 per share) for the first nine months of 2007 compared to net income of $8.7 million ($1.20 per share) for the same period in
2006. Consolidated revenues for the first nine months of 2007 were $128.2 million compared to $132.4 million for the first nine months of 2006. Increased operating profit from the
Community Development segment was offset by increased operating losses from the Agriculture and Resort segments, and charges of approximately $10.6 million related to the restructuring of our
pineapple operations (see Note 18 to condensed consolidated financial statements).



Consolidated general and administrative expenses decreased by 7%, or $2.1 million from $29.1 million for the first nine months of 2006 to
$27.0 million for the first nine months of 2007.

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

|                                         |  | Nine Months Ended
September 30, |     
|---------------------------------------- |  | ------------------------------- | ----
|
|
|Salaries & wages                         |  | $                               | 7.4 
|Employee incentives & stock compensation |  |                                 | 4.8 
|Employee severance                       |  |                                 |    
|Professional & other services            |  |                                 | 5.3 
|Pensions & other postretirement benefits |  |                                 | 1.9 
|Depreciation expense                     |  |                                 | 1.1 
|Other                                    |  |                                 | 6.5 
|                                         |  |                                 |     
|Total                                    |  | $                               | 27.0
|                                         |  |                                 |     

The
reduction in salaries and wages for the first nine months of 2007 compared to the first nine months of 2006 is due primarily to Agriculture re-training charges that are included in
2006. In 2006, some of the Agriculture segment employees were taken out of operations and retrained for other work as the operations moved toward a less labor-intensive process, and in the nine months
ended September 2006, we incurred employee severance charges of $1.9 million as a result of the reduction in the Agriculture segment work force.

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

The
increase in professional services primarily reflects work performed by outside consultants and the external auditors with regard to Sarbanes-Oxley Act of 2002, Section 404 in early
2007, for the 2006 fiscal year. Much of the work in this area was delayed because of the completion of installation of new accounting systems and the centralization of the accounting function late in
2006. In addition, in 2007 we incurred higher expense for actuarial services and increased expense for the use of temporary employees to supplement our staff.

The
reduction in depreciation expense charged to general and administrative expense is primarily due to acceleration of depreciation charges in 2006 for our accounting systems that were
replaced in 2006 and our fresh fruit packing facility that was also replaced in 2006.

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

24

---



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



Interest expense was $1.4 million for the first nine months of 2007 compared to $160,000 for the first nine months of 2006. Interest incurred in the first nine
months of 2007 was $2.5 million of which $1.1 million was capitalized to construction projects. In the first nine months of 2006, interest incurred was $1.5 million of which $1.4 million was
capitalized to construction projects. Our effective interest rate on borrowings was 7.8% for the first nine months of 2007 compared to 7.6% for the first nine months of 2006. The increase in interest
expense was due primarily to higher average borrowings and higher average interest rates in the first nine months of 2007.

AGRICULTURE

Nine Months Ended
September 30,2007

2006

change(in millions)Revenues

$
37.3

$
48.5

$
(11.2
)% of consolidated revenues


29
%

37
%Operating Loss

$
(18.6
)
$
(9.7
)
$
(8.9
)


The
Agriculture segment produced an operating loss of $18.6 million for the first nine months of 2007 compared to an operating loss of $9.7 million for the first nine
months of 2006. Revenues for the first nine months of 2007 were $37.3 million or 23% lower than the first nine months of 2006, primarily due to a reduction in sales of processed products. The
principal reason for the increased operating loss is due to charges totaling approximately $10.6 million that were recorded from June through September 2007 related to the restructuring
of our pineapple operations.

Effective
as of June 30, 2007, we ceased the production of substantially all solid-packed pineapple products (see Note 18 to condensed consolidated financial statements).
With the cessation of solid-pack canned products, we will focus our business on the sale of fresh premium pineapple and the processing and sale of pineapple juice. We have existing sales
commitments for solid-packed processed pineapple through approximately the end of 2007.

The
first nine months of 2006 included $1.9 million of accelerated depreciation charges related to assets where the estimated useful lives were reduced because of changes in our
pineapple operations. The Agriculture segment recorded charges of $764,000 in June 2006 related to inventories that were considered obsolete with the change to the new fresh processing facility
that went into operation in July 2006. In addition, we recorded $1.9 million for employee severance charges and incurred $1.4 million of charges related to re-training
employees in the first nine months of 2006.



The case volume of fresh pineapple sales was lower by 13% for the first nine months of 2007 and revenue per case sold was higher by 4% in 2007 compared to 2006.
Improved pricing was due to a higher percentage of direct sales to the retail segment and improved fruit quality. The lower case sales volume in 2007 reflects premature ripening of fruit in 2006,
which also produces lower quality fruit. Revenues from fresh pineapple sales increased to approximately 55% of the Agriculture segment net sales for the first nine months of 2007, compared to
approximately 47% for the first nine months of 2006, reflecting the refocusing of our business on the fresh fruit market.

25

---





The case volume of processed pineapple sales was 31% lower for the first nine months of 2007 as compared to the first nine months of 2006 primarily reflecting our plans to cease
substantially all solid-pack production after June 30, 2007. The average sales prices for our processed pineapple products decreased by approximately 9% for the first nine months of
2007 compared to the first nine months of 2006, primarily because we sold relatively more juice in 2007, which has a lower sales value than canned fruit.

Processed
pineapple sold to the U.S. Government (primarily to the Department of Agriculture) comprised approximately 35% of our case volume of canned pineapple sales in the first nine
months of 2007and 2006.

The
Agriculture segment cost of sales was higher by approximately 5% in the first nine months of 2007 compared to the first nine months of 2006 as a result of higher per unit cost of
sales partially offset by lower sales volume. Per unit cost of sales was higher as a result of significantly lower canned product production because of the discontinuation of processing and selling
solid-pack pineapple. We annually calculate per unit standard costs that are charged to cost of sales as pineapple product is sold. The standards are based on full year estimates of
production and sales, and therefore the change in our operating plans resulted in additional charges to cost of sales for the first nine months of 2007 of approximately $5.5 million. Higher per
unit cost of sales will continue to be reflected in results for the remainder of the year.

Shipping
and marketing cost decreased by 1% in the first nine months of 2007 compared to the first nine months of 2006 as a result of higher per unit shipping costs being more than
offset by lower sales volume. Per unit shipping costs were higher because of higher warehousing costs and higher ocean and surface transportation costs primarily reflecting higher fuel costs.

RESORT

Nine Months Ended
September 30,2007

2006

change(in millions)Revenues

$
28.3

$
35.1

$
(6.8
)% of consolidated revenues


22
%

27
%Operating Loss

$
(6.7
)
$
(3.4
)
$
(3.3
)


The
Resort segment reported an operating loss of $6.7 million for the first nine months of 2007 compared to an operating loss of $3.4 million for the first nine months of
2006. Resort segment revenues were $28.3 million or 19% lower for the first nine months of 2007 compared to the first nine months of 2006.

Hotel
and condominium room occupancies at the Kapalua Resort and to a somewhat lesser extent for Maui in general, largely drive resort activity as reflected by increased golf play and
merchandise sales. In early April 2006, the Kapalua Bay Hotel held its final guest night and the hotel was permanently closed, resulting in approximately 20% fewer rooms available at the
Kapalua Resort. In addition, the 550-room Ritz-Carlton, Kapalua hotel closed in July 2007 for extensive renovations. The hotel is expected to reopen in
December 2007. As expected, the reduction in available rooms has negatively affected the number of paid rounds of golf and retail sales.

The
closure of the Village Course at the end of February 2007 and closure of the back-nine of the Bay Course for a comprehensive re-seeding of the greens
in August 2007 also had a negative impact on Resort operating results. The Bay Course is expected to be fully opened by December 2007, but the renovation will continue in 2008 on the
final four greens without a course closure.

26

---





Revenues from golf operations and paid rounds of golf both decreased by approximately 24% for the first nine months of 2007 compared to the first nine months of
2006. Average green and cart fees increased by approximately 2% in the first nine months of 2007 compared to the first nine months of 2006. Resort retail sales for the first nine months of 2007 were
approximately 15% lower than the first nine months of 2006. In addition to the closure of facilities at Kapalua Resort as mentioned above, results for the first four months of 2007 reflect the closure
in May 2006 of our Logo Shop, Kids Shop and Home Store comprising approximately 5,800 square feet in the Kapalua Shops following the closure of the adjacent Kapalua Bay Hotel for the
development of The Residences at Kapalua Bay; and the closure of our 1,900 square foot Kapalua Collections in July 2007 also had a negative impact on retail sales.

Revenues
from the Kapalua Villas were approximately 12% lower in the first nine months of 2007 compared to the first nine months of 2006, reflecting an 18% decrease in occupied rooms
partially offset by a 9% higher average room rate. The lower occupancy rate appear to be a trend throughout the Maui travel markets and was exacerbated by the closure of the Ritz-Carlton,
Kapalua hotel, which is used as an amenity by our Kapalua Villa guests. There were approximately 7% fewer rooms available in the first nine months of 2007 partially reflecting units under renovation
under our Kapalua Gold program to upgrade and standardize the units in our rental program.

COMMUNITY DEVELOPMENT

Nine Months Ended
September 30,2007

2006

change(in millions)Revenues

$
61.3

$
48.5

$
12.8% of consolidated revenues


48
%

37
%Operating Profit

$
46.2

$
26.1

$
20.1


The
Community Development segment reported an operating profit of $46.2 million for the first nine months of 2007 compared to $26.1 million for the first nine months of
2006. Revenues from this operating segment increased by $12.8 million to $61.3 million for the first nine months of 2007 compared to $48.5 million for the first nine months of
2006. Increased revenues and operating profit primarily resulted from our sale of the land underlying the Ritz-Carlton, Kapalua hotel in March 2007, which resulted in revenues and
operating profit of approximately $25 million (see Note 10 to condensed consolidated financial statements) and from our equity in income of Kapalua Bay Holdings, LLC.

Our
equity in the income of Kapalua Bay Holdings, LLC was $9.0 million in the first nine months of 2007 compared to a loss of $3.6 million in the first nine months of 2006.
In 2007, the joint venture began to recognize revenues and profits on a percentage-of-completion method from the whole and fractional residential condominiums. The
percentage-of-completion of the six residential buildings in this project ranged from 12% to 43% as of the end of September 2007. 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 Kapalua Bay and other deferred costs related to the joint venture. See Note 9 to condensed consolidated financial statements.



Our Honolua Ridge Phase II subdivision consists of 25 agricultural-zoned lots, which began selling in August 2005. Through September 30, 2007, 23
lot sales have closed escrow, seven of which closed in

27

---



the
first nine months of 2007. Revenues of $14.7 million were recognized in the first nine months of 2007. We account for revenues and profit from this project on a
percentage-of-completion method and the project was substantially complete in November 2006. At the end of September 2006, the construction of the infrastructure
improvements for this project was approximately 83% and we recognized revenues of $19.6 million in the first nine months of 2006.

In
the first nine months of 2007, we sold approximately 533 acres of Upcountry Maui property in four land sales transactions and recognized revenues of $15.1 million and a
pre-tax gain of approximately $14.5 million from these land sales (see Note 16 to condensed consolidated financial statements). In the first nine months of 2006, we
recognized revenues of $22.9 million and a pre-tax gain of $21.5 million from the sale of approximately 1,800 acres of Upcountry Maui Land. The lands sold in 2007 and 2006
had previously been earmarked as "non-core" to our strategic plans.

LIQUIDITY AND CAPITAL RESOURCES



At September 30, 2007, our total debt, including capital leases, was $33.1 million, compared to $51.1 million at December 31, 2006.
The reduction in outstanding debt in the first nine months of 2007 was due to cash proceeds from investing activities and sales of common stock. At September 30, 2007, we had available credit
lines of $39.7 million.



In the first nine months of 2007, consolidated net cash used in operating activities was $3.3 million compared to net cash used in operating activities of
$15.8 million for the first nine months of 2006. By operating segment, these cash flows were approximately as follows:

Nine Months Ended September 30,2007

2006(in millions)Agriculture

$
(6.4
)
$
(3.7
)Resort


(6.7
)

(0.9
)Community Development


14.8


(4.7
)Interest, taxes and other


(5.0
)

(6.5
)Total

$
(3.3
)
$
(15.8
)


The
decrease in cash provided by operating activities from the Agriculture and Resort segments primarily reflects the increased operating losses incurred by the operating segments.

Cash
flows from operating activities in the Community Development segment vary significantly with the amount of new real estate product sold and the amount of construction activity for
real estate inventories. In the first nine months of 2007, the closing of Honolua Ridge Phase II lot sales and the collection on purchase money mortgages resulted in cash flows from operating
activities of
approximately $19.9 million. In the first nine months of 2006, closing of lot sales at Honolua Ridge Phase II resulted in $12.6 million of cash proceeds. We also expended approximately
$9.8 million in the first nine months of 2006 for construction of Honolua Ridge Phase II, and the project was substantially complete in November 2006.



In March 2007, we sold the land underlying the Ritz-Carlton, Kapalua hotel and received $25 million in cash at closing. The cash
proceeds were deposited with a qualified exchange intermediary

28

---



in
anticipation of reinvestment on a tax-deferred basis under Section 1031 of the Internal Revenue Code. In May 2007, the proceeds were returned to us from the exchange
intermediary as we were unable to identify satisfactory replacement properties.

In
the first nine months of 2007, we sold approximately 533 acres of Upcountry Maui land that were considered non-core to our business, which resulted in net sales proceeds
of $12.0 million. We also received $4.5 million from the repayment of a promissory note from a December 2006 sale of non-core land.



In March 2007, we received $14.9 million in net cash proceeds from the private placement of 517,242 shares of common stock. See Note 17 to
condensed consolidated financial statements.



In the third quarter of 2007, we made cash contributions totaling $9.6 million to Kapalua Bay Holdings, LLC pursuant to equity calls. We expect to make
additional cash contributions to joint ventures of up to $25 million in the fourth quarter of 2007.



Capital expenditures for 2007 are expected to include approximately $1.6 million for upgrades and additions to information systems. We expect the
Agriculture segment to have capital expenditures of approximately $5.1 million in 2007. The Resort segment capital expenditures for 2007 are expected to be approximately $5.2 million,
which includes part of the $1.3 million project to replace the greens on the Bay Course and $2.6 million for facilities for a new mountain adventure amenity.

Expenditures
in 2007 for Community Development segment capital projects and deferred development costs are expected to be approximately $14.4 million. In connection with the
planning for the various projects, we will analyze the feasibility of proceeding with each project and may seek project specific non-recourse financing for some of the capital projects.

FORWARD-LOOKING STATEMENTS

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



29

---





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

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

We
caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors discussed in the sections entitled "Business," "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2006, and the
sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in this Quarterly Report on Form 10-Q, as well as other
factors described from time to time in our reports filed with the SEC.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposure with regard to financial instruments is to changes in interest rates. We attempt to manage this risk by monitoring interest rates
and future cash requirements, and evaluating opportunities to refinance borrowings at various maturities and interest rates. There were no material changes to our market risk exposure during the first
nine months of 2007.

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.

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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 third quarter of 2007 that has materially affected or is reasonably likely to materially affect our internal control over
financial reporting.

Item 5.    Other Information



On November 2, 2007, Maui Pineapple Company, Ltd. ("MPC"), a wholly-owned subsidiary of the Company, entered into an Exclusive Consignment and
Marketing Agreement with Calavo Growers, Inc. ("Calavo"), as amended by the First Amendment to Consignment and Marketing Agreement, dated as of November 2, 2007. The agreement provides
that Calavo will sell the Company's Maui Gold® pineapple on consignment and will be the sole and exclusive source of Maui Gold® pineapple in North America. MPC shall pay Calavo
a marketing and distribution fee, a warehousing fee, and certain quarterly milestone payments based on the achievement of certain sales objectives. The agreement is effective from December 1,
2007 until December 31, 2008, and automatically renews at the end of each twelve month period unless terminated by either party upon 30 days' notice.

The
foregoing description of the consignment and marketing arrangement with Calavo does not purport to be complete and is qualified in its entirety by reference to the Exclusive
Consignment and Marketing Agreement and First Amendment to Consignment and Marketing Agreement, copies of which will be filed as exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2007.

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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, 2006 and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. Readers should carefully review those risks, as well
as additional risks described in other documents we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly release the results of any revisions to
any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. In the first nine months of 2007, there were no material
changes from the risk factors previously disclosed in our Form 10-K filed for the year ended December 31, 2006.

Item 6.    Exhibits

The following exhibits are filed herewith:

| |  |      |  |                                 |  |                                                                                                                                                                               
| |  | ---- |  | ------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (31) |  | Rule 13a  14(a) Certifications
| |  |      |  | 31.1                            |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.                                                       
| |  |      |  | 31.2                            |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.                                                       
| |  | (32) |  | 32.1                            |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

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SIGNATURE

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

|                     |  | MAUI LAND & PINEAPPLE COMPANY, INC.                                                                                                
|-------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|November 6, 2007Date |  | /s/ROBERT I. WEBBERRobert I. Webber Chief Financial
Officer/Senior Vice President
Business Development(Principal Financial Officer)

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EXHIBIT INDEX

|Exhibit Number |  | Description                                                                                                                                                                      
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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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