MAUI LAND & PINEAPPLE CO INC (Form: 10-K, Received: 03/02/2012 16:31:10)

Use these links to rapidly review the document
TABLE OF CONTENTS

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

FORM 10-K


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-06510

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


HAWAII (State or other jurisdiction of incorporation or organization)		99-0107542 (IRS Employer Identification number)
870 HALIIMAILE ROAD, MAKAWAO, MAUI, HAWAII (Address of principal executive offices)		96768-9768 (Zip Code)

Registrant's telephone number, including area code (808) 877-3861

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, without Par Value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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. (Check one):


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

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

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on June 30, 2011, the last business day of the registrant's most recently completed second fiscal quarter, computed by reference to the last sale price of the registrant's common stock as reported by the New York Stock Exchange on such date, was approximately $33,837,000. This computation assumes that all directors, executive officers and persons known to the Company to be the beneficial owners of more than ten percent of the Company's common stock are affiliates of the Company. Such assumption should not be deemed conclusive for any other purpose.

At February 27, 2012, the number of shares outstanding of the registrant's common stock was 18,826,754.

Documents incorporated by reference:

In accordance with General Instruction G(3) to Form 10-K, certain information required by Part III of Form 10-K is incorporated into this Annual Report on Form 10-K by reference to the registrant's definitive proxy statement for its 2012 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of its fiscal year ended December 31, 2011. Only those portions of the proxy statement that are specifically incorporated by reference herein shall constitute a part of this annual report on Form 10-K.

Table of Contents

FORWARD-LOOKING STATEMENTS AND RISKS

This Annual Report on Form 10-K, or the annual report filed by Maui Land & Pineapple Company, Inc. with the Securities and Exchange Commission or SEC, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such 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: (i) they do not relate strictly to historical or current facts; and (ii) 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:

•: unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets and changes in income and asset values;
•: risks associated with real estate investments generally, and more specifically the demand for real estate in Hawaii;
•: risks associated with attracting visitors to Kapalua Resort, to Maui, and to the State of Hawaii as a whole, such as fuel and travel costs and general economic conditions;
•: risks due to our joint venture relationships;
•: our ability to complete land development projects within forecasted time and budget expectations, if at all;
•: our ability to obtain required land use entitlements at reasonable costs, if at all;
•: our ability to compete with other developers of real estate in Maui;
•: obligations related to certain limited guarantees entered into with respect to the completion of the Residences at Kapalua Bay or certain limited recourse obligations with respect to Kapalua Bay Holdings, LLC (Bay Holdings);
•: obligations related to certain purchase and sale agreements for amenities at the Residences at Kapalua Bay;
•: potential liabilities and obligations under various federal, state and local environmental regulations with respect to the presence of hazardous or toxic substances;
•: changes in weather conditions or the occurrence of natural disasters;
•: obligations related to our defined benefit pension plans and the effect of market volatility on asset values and interest rates;
•: our ability to comply with the terms of our indebtedness, including the financial covenants set forth therein; and
•: our ability to raise capital through the sale of certain real estate assets;

Such risks and uncertainties also include those risks and uncertainties discussed under the headings "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this annual report, as well as other factors described from time to time in

Table of Contents

our other reports filed with the SEC. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and except as required by law or the rules of the New York Stock Exchange, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this annual report or the date of the documents incorporated by reference into this annual report, which may include forward-looking statements. You should read this annual report, including the documents that we reference herein and the exhibits we have attached herewith, with the understanding that we cannot guarantee future results, levels of activity, performance or achievements.

Table of Contents

TABLE OF CONTENTS

Forward Looking Statements and Risks


PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	15
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	15
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	54
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	55
Item 14.	Principal Accountant Fees and Services	55
PART IV
Item 15.	Exhibits and Financial Statement Schedule	56
SIGNATURES		60

iii

Table of Contents

PART I

Item 1. BUSINESS

Overview

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. Depending upon the context, the terms the "Company," "we," "our," and "us," refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively. The Company consists of a landholding and operating parent company and its principal subsidiary, Kapalua Land Company, Ltd. and certain other subsidiaries of the Company.

The Company owns approximately 23,400 acres of land on Maui and develops, sells, and manages residential, resort, commercial, and industrial real estate through the following business segments:

•: Real Estate— Our real estate operations consist of land planning and entitlement, development, and sales.
•: Leasing —Our leasing activities include commercial, industrial and agricultural land and facilities leases, licensing of our registered trademarks and trade names, and stewardship and conservation efforts.
•: Utilities— We operate two publicly-regulated utility companies which provide potable and non-potable water and sewage transmission services to the Kapalua Resort. In addition, we also manage ditch, reservoir and well systems which provide non-potable irrigation water to West and Upcountry Maui areas.
•: Resort Amenities— Within the Kapalua Resort, we manage a full-service spa, a beach club, and a private club membership program.

Additional information and operating results pertaining to the above business segments can be found under the heading "Description of Business" in this Item 1 and in Note 13 of our Notes to Consolidated Financial Statements in Item 8 of this annual report.

Prior to 2010, the Company operated an agriculture business which included the cultivation, processing and selling of pineapple. Also prior to 2010, we operated a vacation rental program (the Kapalua Villas) and Kapalua Adventures, which is comprised of zip-lines in the West Maui mountains and other activities. During 2011, the Company discontinued its golf and retail operations. Additional information about these former businesses can be found under the heading "Description of Business" in this Item 1 and in Notes 7 and 13 of our Notes to Consolidated Financial Statements in Item 8 of this annual report.

Fiscal Year 2011 Business Developments

The following highlights several of our significant business developments during 2011.

Credit Facilities Restructuring —In February 2011, we completed the restructuring of our credit facilities with our two lenders, Wells Fargo Bank, National Association (Wells Fargo) and American AgCredit, FLCA (American AgCredit). As part of the restructuring, we increased our borrowing capacity by $9.5 million, extended the maturity dates under each facility to May 2013, eliminated the applicable interest rate floors, and reduced the minimum liquidity and maximum total liability covenant thresholds.

Golf Operations Transition —On April 1, 2011, the owner of the Plantation Golf Course (PGC) and Kapalua Bay Golf Course (Bay Course) engaged Troon Golf of Scottsdale, Arizona (Troon) to manage

Table of Contents

and operate both courses. As part of this transition, we also concluded our resort maintenance operations which were responsible for the upkeep of certain common areas and facilities in the resort.

New York Stock Exchange (NYSE) —In April 2011, the NYSE informed us that we would be removed from their watch list and confirmed that we are in compliance with the continued listing standards of the NYSE.

Board of Directors —At our annual meeting of shareholders in May 2011, Stephen M. Case, Warren H. Haruki, David A. Heenan, Kent T. Lucien, Duncan MacNaughton, Arthur C. Tokin and Fred E. Trotter III were re-elected to our board for a one-year term. In August 2011, Mr. Trotter unexpectedly passed away, creating a vacancy on our seven-member Board. In February 2012, our Board of Directors approved a resolution amending our Bylaws to reduce the size of our Board to six members.

Asset Sale —In June 2011, we sold 13 acres comprising a portion of our former agricultural processing facility in Kahului, Maui for $9.75 million.

Retail Operations Transition —In June 2011, we turned over the operation and management of the Honolua Store, a 7,600 square foot general store and deli in the Kapalua Resort, to a third party under a long-term lease arrangement. In September 2011, we entered into a long-term lease arrangement for our last operated retail outlet, the Kapalua Logo Shop.

Real Estate Entitlements Secured —In November 2011, we received final zoning approval from the County of Maui for our Pulelehua project, a planned 312-acre community for working families in West Maui.

For a more detailed discussion about our business developments in 2011, see "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 7 of this annual report.

Description of Business

Real Estate

Our Real Estate segment includes all land planning and entitlement, development and sales activities for our landholdings on Maui. Our principal real estate development is the Kapalua Resort, a master-planned, destination resort community located in West Maui encompassing approximately 1,650 acres.

Real Estate Planning and Entitlements —Appropriate entitlements must be obtained for land that is intended for development. Securing proper land entitlement is a process that requires obtaining county, state and federal approvals, which can take many years to complete and entails a variety of risks. The entitlement process requires that we satisfy all conditions and restrictions imposed in connection with such governmental approvals, including, among other things, construction of infrastructure improvements, payment of impact fees—for conditions such as parks and traffic mitigation—restrictions on permitted uses of the land, and provision of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government in an effort to obtain necessary entitlements consistent with the needs of the community.

Table of Contents

We have approximately 1,500 acres of land in Maui that are in various stages of the development process. The breakdown of these acres is as follows:

Location		Zoned for Planned Use

Kapalua Resort	900	Yes
Other West Maui	300	Yes
Upcountry	300	No

We are engaged 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:

•: Kapalua Resort: As presently planned, the development of the resort is comprised of approximately 800 single and multi-family residential units, approximately 30,000 square feet of new commercial/retail space and up to 27 additional holes of golf on a total of 900 acres. The planned development includes the projects formerly referred to as Kapalua Mauka and the Village at Kapalua as well as other projects. Design and permitting for various components of the master plan are underway.
•: Pulelehua: This project is designed to be a new community for working families in West Maui. It encompasses 312 acres and is currently planned to include 13 acres for an elementary school, 882 dwelling units, 91 acres of usable open space, and a traditional village center with a mix of residential and neighborhood-serving commercial uses. In November 2011, this project received final zoning approval from the County of Maui. Planning and subdivision work for this project is underway.
•: Hali`imaile Town: An expansion of the existing plantation town in Upcountry Maui, this project is contemplated to be a holistic traditional community with agriculture and sustainability as core design elements. The public approval process for any plan to develop this area is expected to take several years and will be subject to urban growth boundary determination by the County of Maui as it updates the County General Plan over the next year.

Real Estate Development —We are currently engaged in engineering and design activities for our development projects.

Real Estate Sales —We presently do not have any significant real estate inventory and in 2011, we did not have any sales of real estate inventories. We have a general brokerage subsidiary, Kapalua Realty Company, Ltd., which is located in the Kapalua Resort. Revenues from this operating segment for 2011 consisted of commissions recognized mainly from sales of existing real estate within the resort and totaled $1.1 million, or approximately 7% of consolidated revenues for the year ended December 31, 2011.

The price and market for luxury and other real estate in Maui is highly cyclical based principally upon interest rates, the general real estate markets in the mainland United States and specifically the West Coast, the popularity of Hawaii as a vacation destination and second-home market, the general condition of the economy in the United States and Asia, and the relationship of the dollar to foreign currencies. Our real estate business faces substantial competition from other land developers on the island of Maui, as well as in other parts of Hawaii and the mainland United States.

Leasing

Our Leasing segment activities include commercial, light industrial and agricultural land leases, licensing of our registered trademarks and trade names, and stewardship and conservation efforts.

Table of Contents

Commercial and Industrial Leases —We are the lessor of approximately 155,000 square feet of commercial retail and light industrial space leases, mainly in the Kapalua Resort and West Maui areas. We manage the leases of the majority of the restaurants, retail outlets and activities in the Kapalua Resort.

Agricultural Leases —We are the lessor of 1,900 acres of diversified agriculture land leases in West and Upcountry Maui. In December 2009, we entered into a long-term lease agreement with a company that is growing and marketing pineapple under the Maui Gold® brand on approximately 1,100 acres in Upcountry Maui.

Trademark and Trade Name Licensing —We currently have licensing agreements for the use of our registered Kapalua trademarks and trade names with several different companies, including the owner of the PGC and Bay Course, and the operators of the Kapalua Villas, Kapalua Adventures, Kapalua Logo Store, and the Honolua Store. We have also entered into a licensing agreement for the Maui Gold® trademark and trade name as mentioned above.

Stewardship and Conservation —We are responsible for managing the conservation of approximately 11,800 acres of our land located in West Maui. Approximately 8,600 acres are in a perpetual conservation easement with the Nature Conservancy of Hawaii.

Revenues from our Leasing segment totaled $5.1 million, or approximately 35% of consolidated revenues for the year ended December 31, 2011.

Our leasing operations face substantial competition from other land and leasable building owners on the island of Maui as well as in other parts of Hawaii.

Utilities

Our Utilities segment includes the operations of our two Hawaii Public Utilities Commission-regulated subsidiaries, Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd. In addition, we also manage non-potable irrigation water systems for West and Upcountry Maui areas.

Kapalua Water Company, Ltd. provides potable and non-potable water utility services in the Kapalua Resort area, including the PGC and Bay Course, The Ritz-Carlton Kapalua hotel, the Residences at Kapalua Bay, and landscaped common areas.

Kapalua Waste Treatment Company, Ltd. provides sewage collection and transmission services in the Kapalua Resort area. Waste treatment is processed by the County of Maui's facility in neighboring Lahaina, Maui.

Non-Potable Irrigation Water System —We also own and operate several non-potable ditch, reservoir and well systems, which provide irrigation water primarily to the County of Maui, the PGC and Bay Course, and agricultural users in West and Upcountry Maui areas.

Revenues from our Utilities segment totaled $3.4 million, or approximately 24% of consolidated revenues for the year ended December 31, 2011.

Our utility services are primarily affected by the amount of rainfall and the level of development and volume of visitors in the Kapalua Resort area. In addition, our water and sewage system infrastructure requires periodic and ongoing maintenance, which in some cases can involve significant capital expenditures. Due to the regulated nature surrounding water sources and transmission infrastructure on Maui, we do not face any substantial competition for our water utility services.

Table of Contents

Resort Amenities

Our Resort Amenities segment includes operating the Kapalua Spa, the Beach Club, and the Kapalua Club membership program.

Kapalua Spa is a 30,000 square foot full-service spa that opened in July 2009 as part of the Residences at Kapalua Bay. The Kapalua Spa is owned by Kapalua Bay LLC, the sole member of which is Bay Holdings, and leased by the Company on a month-to-month basis. It is open to guests of the resort.

Beach Club is a private pool-side dining facility that opened in July 2009 for members of the Kapalua Club. It is located in the Residences at Kapalua Bay. The Beach Club is owned by Kapalua Bay LLC and leased by the Company on a month-to-month basis.

Kapalua Club is a private non-equity club membership program which provides certain benefits and privileges within the resort for its members.

Revenues from our Resort Amenities segment totaled $3.9 million, or approximately 27% of consolidated revenues for the year ended December 31, 2011.

The viability of our resort amenities and the club membership program are principally dependent on the overall appeal and success of the Kapalua Resort generally. The resort faces competition from other resort destination communities on Maui and other parts of Hawaii, including Kaanapali and Wailea.

Discontinued Operations

Golf —Subsequent to the sales of the PGC and Bay Course, we continued to operate both courses under a leaseback arrangement which expired on March 31, 2011. On April 1, 2011, the owner of the PGC and Bay Course engaged Troon to manage and operate both courses. As part of this transition, we also concluded our resort maintenance operations, which were responsible for the upkeep of certain common areas and facilities in the resort. The majority of our golf and resort maintenance employees were assumed by Troon. In addition, all golf and resort maintenance equipment were either sold to Troon or subsequently liquidated. We will receive royalty and licensing income from the sales of certain merchandise at the golf course pro shops for the next ten years.

Retail —In June 2011, we turned over the operation and management of the Honolua Store, a 7,600 square foot general store and deli in the Kapalua Resort, to a third party under a long-term lease arrangement. In September 2011, we entered into a long-term lease arrangement for our clothing retail outlet, the Kapalua Logo Shop. Upon consummation of these leases, we ceased all other retail functions. In addition to lease income, we will receive licensing income from sales of certain merchandise at both stores.

Agriculture —Maui Pineapple Company, Ltd. (MPC) was the operating subsidiary for our Agriculture segment. That portion of our business was focused on growing, harvesting, packing and marketing fresh premium pineapple. In November 2009, our Board of Directors approved the immediate cessation of pineapple planting and the closure of all agriculture operations by December 31, 2009.

Our former golf, retail and agriculture businesses have been reported as discontinued operations in this annual report.

Employees

As of December 31, 2011, we had 29 employees, none of whom are members of a collective bargaining group.

Table of Contents

Available Information

Our Internet address is www.mauiland.com . Information about the Company is also available on www.kapalua.com. Reference in this annual report to these website addresses does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC's website at www.sec.gov.

Executive Officers of the Company

The names, ages and certain biographical information about our executive officers, as of March 2012, are provided below.


Warren H. Haruki (59)		Mr. Haruki has been Chief Executive Officer of the Company since May 2011 and Executive Chairman of our Board since January 2009. He has been a director on our Board since 2006. Mr. Haruki has served as President and Chief Executive Officer of Grove Farm Company, Inc., a land development company located on Kauai, Hawaii since February 2005. He was President of GTE Hawaiian Tel and Verizon Hawaii, communications providers, from 1991 to 2003. Mr. Haruki is on the Board of Hawaiian Telcom, a communications provider, and on the Boards of the several privately held companies.
Ryan L. Churchill (40)		Mr. Churchill has served as President and Chief Operating Officer of the Company since February 2010 and as Senior Vice President-Corporate Development of the Company since March 2007. He served as Vice President-Community Development from November 2005 to March 2007. Mr. Churchill was Vice President/Planning of Kapalua Land Company, Ltd., the operating subsidiary responsible for the Company's Community Development and Resort segments, from June 2004 to November 2005, and Development Manager from October 2000 to June 2004.
Tim T. Esaki (49)		Mr. Esaki has served as Chief Financial Officer of the Company since May 2010. Mr. Esaki served as the Deputy Director of the Department of Public Works for the County of Hawaii from 2009 to April 2010. From 2003 to 2009, he was Senior Vice President of Finance and Accounting for 1250 Oceanside Partners, the developer and operator of a 1,500-acre, master-planned, residential golf and country club community in Kona, Hawaii.

Table of Contents

Item 1A. RISK FACTORS

The following is a summary of certain risks we face in our business. They are not the only risks we face. Additional risks that we do not yet know of or that we currently believe are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in our other filings with the SEC.

Risks Related to our Business

Unstable macroeconomic market conditions could continue to materially and adversely affect our operating results.

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk to our business as consumers, tourists and real estate investors postpone or reduce spending in response to tighter credit markets, higher energy costs, negative financial news, reduced consumer confidence, and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services. Other factors that could influence demand include increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, interest rates, labor costs, access to credit on reasonable terms, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and services and on our financial condition and operating results.

In addition, although economic conditions appear to be improving, if the current equity and credit markets do not continue to improve or further deteriorate, or if our expenses increase unexpectedly, it may become necessary for us to raise additional capital in the form of a debt or equity financing, or a combination of the two. If economic conditions do not improve, it could make any debt or equity financing more difficult, more costly, and, in the case of an equity financing, more dilutive to our existing stockholders. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our ability to execute our current business strategy, as well as our financial performance and stock price.

Real estate investments are subject to numerous risks and we are negatively impacted by the downturns in the real estate market.

We are subject to the risks that generally relate to investments in real property because we develop and sell real property, primarily for residential use. We have a 51% ownership interest in Bay Holdings, the owner and developer of the Residences at Kapalua Bay, a luxury residential community. The market for real estate on Maui and in Hawaii generally tends to be highly cyclical and is typically affected by numerous changes in local, national and worldwide conditions, especially economic conditions, many of which are beyond our control, including the following:

•: periods of economic uncertainty and weakness in Hawaii and in the United States generally;
•: continuing high unemployment rates and low consumer confidence;
•: the current sovereign debt crises affecting several countries in the European Union and concerns about sovereign debt of the United States;
•: the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates;
•: increased energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawaii;

Table of Contents

•: local, state and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than the owner believes the property is worth;
•: the popularity of Maui in particular and Hawaii in general as a vacation destination or second home market;
•: the relationship of the dollar to foreign currencies;
•: tax law changes, including potential limits or elimination of the deductibility of certain mortgage interest expense, the application of the alternative minimum tax, real property taxes and employee relocation expenses; and/or
•: acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters.

Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant general decline in the number of residential or luxury real estate sales and/or prices of the units available for sale, which, in turn, could adversely affect our revenues and profitability. During low periods of demand, real estate product may remain in inventory for much longer than expected or be sold at lower than expected returns, or even at a loss, which could impair our liquidity and ability to proceed with additional land development projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in additional impairment charges or write-offs of deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the current economic environment, equity real estate investments may be difficult to sell quickly and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions.

Because we are located in Hawaii and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, such as spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations.

Our businesses are dependent on attracting visitors to the Kapalua Resort, to Maui, and to the State of Hawaii as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as the continuing worldwide economic uncertainty and weakness, continuing high unemployment rates in Hawaii and the mainland United States, natural disasters such as the recent tsunami in Japan, substantial increases in the cost of energy, including fuel costs, and events in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer's demand for our ongoing and future property developments, each of which could have a material adverse impact on our business, financial condition and results of operations. In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the spread of contagious diseases could negatively affect a potential visitor's choice of vacation destination or second home location and as a result, have a material adverse impact on our business, financial condition and results of operations.

We are involved in joint ventures and are subject to risks associated with joint venture relationships.

We are involved in partnerships, joint ventures and other joint business relationships, and may initiate future joint venture projects. We currently have a 51% interest in Bay Holdings, the joint venture that constructed the Residences at Kapalua Bay.

A joint venture involves certain risks such as:

•: our actual or potential lack of voting control over the joint venture;
•: our ability to maintain good relationships with our joint venture partners;

Table of Contents

•: a venture partner at any time may have economic or business interests that are inconsistent with ours, especially in light of the ongoing economic uncertainty and weakness;
•: a venture partner may fail to fund its share of operations and development activities, or to fulfill its other commitments, including providing accurate and timely accounting and financial information to us; and
•: a joint venture or venture partner could lose key personnel.

In connection with our joint venture projects, we may be asked to guarantee the joint venture's obligations, or to indemnify third parties in connection with a joint venture's contractual arrangements. If we were to become obligated under such arrangement or become subject to the risks associated with joint venture relationships, our business, financial condition and results of operations may be adversely affected.

We have purchase obligations related to the amenities at the Residences at Kapalua Bay project and have entered into limited guarantees for completion of the project and certain limited recourse obligations of Bay Holdings.

Bay Holdings, in which we own a 51% ownership interest, constructed a new project consisting of residential development on land that it owns at the site of the former Kapalua Bay Hotel, and a spa on an adjacent parcel of land that is owned by us and leased to Bay Holdings. In connection with the construction loan agreement, we and other members of Bay Holdings, entered into a completion guaranty and a recourse guaranty. Under the completion guaranty, members of Bay Holdings agreed to guarantee substantial completion of the project. Under the recourse guaranty, members of Bay Holdings agreed to reimburse the lenders for losses incurred due to specified actions of Bay Holdings, including, without limitation, fraud or intentional misrepresentation, gross negligence, physical waste of project assets, and breach of certain environmental provisions of the construction loan agreement. Our guarantees do not include payment in full of the loan. Construction of the project was completed by the end of 2009, but the completion guaranty will remain in place until all construction contracts have been fully settled and paid. Pursuant to a previous agreement, we have a commitment to purchase the spa, beach club improvements and the sundry store (the "Amenities") from Bay Holdings at the actual construction cost of approximately $35 million. As of December 31, 2011, we have recorded an estimated liability under the completion and recourse guarantees of $4.1 million, and we and the other members of Bay Holdings are working with the lenders to settle the terms of the loan agreement and the purchase and payment terms of the Amenities.

If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected.

We intend to develop resort and other properties as suitable opportunities arise, taking into consideration the general economic climate. New project developments have a number of risks, including risks associated with:

•: construction delays or cost overruns that may increase project costs;
•: receipt of zoning, occupancy and other required governmental permits and authorizations;
•: development costs incurred for projects that are not pursued to completion;
•: earthquakes, tsunamis, hurricanes, floods, fires or other natural disasters that could adversely impact a project;
•: defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation;

Table of Contents

•: ability to raise capital;
•: impact of governmental assessments such as park fees or affordable housing requirements;
•: governmental restrictions on the nature or size of a project or timing of completion; and
•: the potential lack of adequate building/construction capacity for large development projects.

If any development project is not completed on time or within budget, this could have a material adverse effect on our financial results.

If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected.

The financial performance of our Real Estate segment is closely related to our success in obtaining land use entitlements for proposed development projects. Obtaining all of the necessary entitlements to develop a parcel of land is often difficult, costly and may take several years, or more, to complete. In some situations, we may be unable to obtain the necessary entitlements to proceed with a real estate development or may be required to alter our plans for the development. Delays or failures to obtain these entitlements may have a material adverse effect on our financial results.

If we are unable to successfully compete with other developers of real estate in Maui, our financial results could be materially adversely affected.

Our real estate products face significant competition from other luxury resort real estate properties on Maui, and from other residential property in Hawaii and the mainland United States. In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors, our financial results could be materially adversely affected.

We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development.

Various federal, state, and local environmental laws, ordinances and regulations regulate our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property.

Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition and results of operations.

Natural disasters could damage our resort and real estate holdings, resulting in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our business, financial condition and results of operations. Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their assets or operations.

Table of Contents

Unauthorized use of our trademarks could negatively impact our businesses.

We have several trademarks that we have registered in the United States and in several foreign countries. To the extent that our exclusive use of these trademarks is challenged, we intend to vigorously defend our rights. If we are not successful in defending our rights, our businesses could be adversely impacted.

Market volatility of asset values and interest rates affect the funded status of our defined benefit pension plans and could, under certain circumstances, have a material adverse effect on our financial condition.

No additional benefits are accruing for participants in the defined benefit pension plans, however, the funded status for these plans as of December 31, 2011 is a liability of approximately $28 million. Contributions to our defined benefit pension plans are expected to be approximately $2.5 million in 2012. Changes in interest rates and the fair value of the plan assets drive the annual funding short-fall or gain and affect the minimum cash contributions that must be paid to the plans. Therefore, under certain circumstances, changes in asset values or interest rates could have a material adverse effect on our financial condition.

Risks Related to Indebtedness and Liquidity

We have incurred a significant amount of indebtedness and are subject to certain covenants under those agreements. Failure to satisfy covenants under these agreements could accelerate our obligations under such credit agreements, which could adversely affect our operations and financial results and impact our ability to satisfy our obligations and ability to continue as a going concern.

We had approximately $45.5 million of indebtedness as of December 31, 2011, consisting of a secured revolving line of credit with Wells Fargo for up to $34.5 million, of which we had $12.9 million in availability as of December 31, 2011 and a secured term loan with American AgCredit for $24.4 million.

Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds.

The line of credit and term loan were amended in 2011 to extend the maturity date of such obligations to May 1, 2013. In connection with such amendments, we granted a security interest in additional real estate assets to the lenders. As a result, substantially all of our real estate assets are encumbered, which limits our ability to borrow additional funds.

Each of the line of credit and the term loan agreements contain financial and other covenants that we must satisfy. Our ability to continue to borrow under these agreements and to fund our cash requirements depends upon our ability to comply with those covenants. If we fail to satisfy any of our covenants, each lender may elect to accelerate our payment obligations under such lender's credit agreement.

Our cash outlook for the next twelve months and our ability to continue to meet our financial covenants and to continue as a going concern is highly dependent on successfully implementing our financial initiatives and selling real estate assets in a difficult market.

In 2011, we had negative cash flows from operations and at December 31, 2011, we had borrowings outstanding of $45.5 million. Our cash outlook for the next twelve months and our ability to continue to meet our financial covenants is highly dependent on selling certain real estate assets in a difficult market. If we are unable to meet our financial covenants resulting in our borrowings becoming immediately due, we would not have sufficient liquidity to repay such outstanding borrowings. In addition, we are subject to several commitments and contingencies that could negatively impact our

Table of Contents

future cash flows, including purchase commitments related to our investment in Bay Holdings, a U.S. Equal Employment Opportunity Commission (EEOC) matter related to our discontinued agricultural operations, and funding requirements related to our defined benefit pension plans. In response to these circumstances, we are undertaking several financial initiatives to reduce cash commitments, to generate cash flow and further reduce our debt, to sell real estate assets and adopt further cost reduction measures. However, there can be no assurance that we will be able to comply with our loan covenants, reduce costs, or sell real estate assets at acceptable prices, or at all, which raises substantial doubt about our ability to continue as a going concern.

In connection with the sale of any real property, our credit agreements require us to pay a portion of the proceeds received from any such sale to our lenders as mandatory principal payments. The amount of proceeds paid to our lenders will reduce net proceeds from any such sale and negatively impact our cash flow.

Risks Relating to our Stock

Our stock price has been subject to significant volatility.

In 2011, the daily closing price per share of our common stock has ranged from a high of $7.40 per share to a low of $3.68 per share. Our stock price has been, and may continue to be, subject to significant volatility. Among others, including the risks and uncertainties discussed in this annual report, the following factors, some of which are out of our control, may cause the market price of our common stock to continue to be volatile:

•: our quarterly or annual earnings or those of other companies in our industry;
•: actual or anticipated fluctuations in our operating results; and
•: comments made by securities analysts covering our stock.

Fluctuations in the price of our common stock may be exacerbated by economic and other conditions in Maui in particular, or conditions in the financial markets generally.

Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices.

The average daily trading volume in our common stock for the year ended December 31, 2011 was approximately 12,766 shares. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of our common stock may be made more volatile because of the relatively low volume of trading in our common stock. When trading volume is low, significant price movement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses.

We do not anticipate declaring any cash dividends on our common stock.

We have not declared or paid regular cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. The payment of cash dividends by us is restricted by certain of our credit facilities, which contains covenants prohibiting us from paying any cash dividends without the lender's prior approval. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.

Table of Contents

Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2. PROPERTIES

We own approximately 23,400 acres of land on Maui. Approximately 3,800 acres are used directly or indirectly in our operations; approximately 11,800 acres are in conservation and the remainder, approximately 7,800 acres, is not currently being used. This land, most of which was acquired from 1911 to 1932, is carried on our consolidated balance sheet at cost. We believe we have clear and unencumbered marketable title to all such property, except for the following:

•: certain easements and rights-of-way that do not materially affect our use of the property;
•: a mortgage on approximately 3,100 acres previously used in Agriculture operations, which secures our $24.4 million term loan agreement;
•: a mortgage on approximately 900 acres of land in West Maui primarily within the Kapalua Resort, which secures our $34.5 million revolving credit facility;
•: a mortgage on approximately 1,400 acres of land in West Maui, which secures approximately $5.2 million of our pension obligations.
•: a permanent conservation easement granted to The Nature Conservancy of Hawaii, a non-profit corporation, covering approximately 8,600 acres of forest reserve land; and
•: a small percentage of our land in various locations on which multiple claims of ownership exist, for some of which we are securing clean title.

A summary of the current use of our land holdings as of December 31, 2011 follows:

		Acres

Conservation			11,800
Agriculture zoned (not used)			7,800
Operations			2,300
Planned development			1,500

			23,400

Approximately 21,300 acres of our land are located in West Maui, approximately 2,100 acres are located in Upcountry Maui and approximately 7 acres are located in Kahului, Maui.

We currently have approximately 7,800 acres that are not in the current development plans or held for sale, and are not used in our other operations or planned or used in conservation. These properties will be evaluated in the future to determine the appropriate use or disposition of the acreage.

The 21,300 acres in West Maui comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet and includes 10.6 miles of ocean frontage with approximately 3,300 lineal feet along sandy beaches, as well as agricultural and grazing lands, gulches, and heavily forested areas. The West Maui acreage includes approximately 1,650 acres designated for the Kapalua Resort.

The Upcountry Maui property is situated at elevations between 1,000 and 2,000 feet above sea level on the slopes of Haleakala, a volcanic-formed mountain on the island that rises above 10,000 feet in elevation.

The Kahului acreage includes the last lot that was our former pineapple cannery site. This acreage is currently held for sale.

Table of Contents

We believe our facilities are suitable and adequate for our business and have sufficient capacity for the purposes for which they are currently being used or intended to be used.

Item 3. LEGAL PROCEEDINGS

On May 23, 2011, a lawsuit was filed against Kapalua Bay; the Company; The Ritz-Carlton Hotel Company, LLC; Kapalua Realty Co. Ltd.; and other John and Jane Does; by Virendra Nath, Nancy Makowski, Krishna Narayan and Sherrie Narayan, purchasers of two units at the Ritz-Carlton Residences at Kapalua Bay. The lawsuit was filed in the Circuit Court of the Second Circuit, State of Hawaii pursuant to Civil No. 11-1-0216-(3). The lawsuit alleges deceptive acts, intentional misrepresentation, concealment, and negligent misrepresentation, among other allegations with regard to the sale of the two residential units and seeks unspecified damages, treble damages and other relief. The Company disagrees with the allegations and plans to vigorously defend itself. The Company is presently unable to reasonably estimate the amount of probable liability, if any, related to this matter and, accordingly, has made no provision in the accompanying consolidated financial statements.

On April 19, 2011, a lawsuit was filed against the Company's wholly owned subsidiary, MPC and several other Hawaii based farmers by the EEOC. The lawsuit was filed in the United States District Court, District of Hawaii, pursuant to Civil Action No. 11-00257. The lawsuit alleges unlawful employment practices on the basis of national origin and race discrimination, harassment and retaliation and seeks injunctive relief, unspecified compensatory and punitive damages and other relief. The Company believes it has not been involved in any wrongdoing, disagrees with the charges and plans to vigorously defend itself. The Company is presently unable to reasonably estimate the amount of probable liability, if any, related to this matter and, accordingly, has made no provision in the accompanying consolidated financial statements.

The Company had a contractual obligation to the Ladies Professional Golf Association (LPGA) to sponsor an annual golf tournament for five years beginning in October 2008. The cost of such a tournament, including the production and the purse is significant and the Company was seeking a title sponsor to defray part of the cost. In June 2009, the Company announced that due to a lack of a title sponsor, it would be unable to hold the 2009 LPGA event that was scheduled for October. This resulted in a dispute with the LPGA, which was contractually required to be settled by mediation. In consideration for the suspension of the mediation proceedings, the Company paid the LPGA $700,000 in 2010 and $700,000 in February 2011. In January 2012, the Company and the LPGA agreed that the Company would pay an additional $1.0 million to the LPGA in 2012 in settlement of all claims and the Company has accrued for this settlement amount as of December 31, 2011.

We are a party to various claims, complaints and other legal actions that have arisen in the normal course of business from time to time. We believe the outcome of these pending legal proceedings, in the aggregate, is not likely to have a material adverse effect on our operations, financial position or cash flows.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the symbol "MLP." We did not declare any dividends in 2011 and 2010. Our ability to declare dividends is restricted by the terms of our credit

Table of Contents

agreements. We do not intend to pay any cash dividends on our common stock in the foreseeable future. As of February 17, 2012, there were 331 shareholders of record of our common stock.

The following chart reflects high and low sales prices during each of the quarters in 2011 and 2010:

		First Quarter		Second Quarter		Third Quarter		Fourth Quarter

2011	High	$	7.55	$	6.13	$	5.49	$	4.65
	Low		4.47		4.38		3.81		3.68
2010	High	$	8.20	$	6.23	$	4.82	$	5.08
	Low		2.05		3.41		3.28		3.70

We did not repurchase any shares of common stock during the fiscal year ended December 31, 2011.

Securities Authorized For Issuance Under Equity Compensation Plans

The information regarding securities authorized for issuance under our equity compensation plans is set forth in Item 12 of this annual report on Form 10-K and is incorporated herein by reference.

Item 6. SELECTED FINANCIAL DATA

Because we qualify as a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the forward-looking statements disclaimer set forth at the beginning of this annual report, the risk factors set forth in Item 1A of this annual report, and our Consolidated Financial Statements and the Notes to those statements set forth in Item 8 of this annual report. This discussion reflects the effects of the immaterial restatements discussed in Note 15 to the Consolidated Financial Statements.

Table of Contents

RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 2011 and 2010

CONSOLIDATED

	Year Ended December 31,

	2011			2010
	(in thousands, except share amounts)
Consolidated Revenues	$	14,542		$	23,055
Loss From Continuing Operations	$	(9,550	)	$	(11,425	)
Income From Discontinued Operations	$	14,628		$	36,177
Net Income	$	5,078		$	24,752
Net Income Per Common Share	$	0.27		$	1.99

We reported net income of $5.1 million or $0.27 per share for 2011 compared to net income of $24.8 million or $1.99 per share for 2010. Net income for 2011 includes $15.1 million of gain from the sale of the Bay Course and maintenance facility, which is included in discontinued operations. Included in net income for 2010 are settlement and curtailment gains totaling $16.6 million from the termination of our post-retirement health and life benefits, of which $14.9 million was included in discontinued operations. Net income for 2010 also includes a $26.7 million recognized gain from the March 2009 sale of the PGC. Consolidated revenues were lower by 37% in 2011 compared to 2010 primarily reflecting the absence of real estate inventory sales.

REAL ESTATE

	Year Ended December 31,

	2011			2010
	(in thousands)
Revenues	$	1,070		$	9,311
% of consolidated revenues		7	%		40	%
Operating Profit (Loss)	$	(661	)	$	3,416

Real estate sales commissions were $1.1 million for 2011 compared to $1.5 million for 2010. The decrease primarily reflects fewer transactions in 2011 and lower average values per transaction. Revenues for 2010 also included three real estate inventory sales that resulted in revenues of $7.9 million and pre-tax income of $5.8 million. There were no sales of real estate inventory in 2011.

Real estate development and sales are cyclical and depend on a number of factors. Results for one period are therefore not necessarily indicative of future performance trends in this segment.

LEASING

	Year Ended December 31,

	2011			2010
	(in thousands)
Revenues	$	5,144		$	4,994
% of consolidated revenues		35	%		22	%
Operating Loss	$	(1,000	)	$	(1,137	)

In 2011, we entered into several new agreements, including lease and licensing arrangements with third parties who now operate the retail locations and golf courses pro shops at the Kapalua Resort. In 2011, expense for third party services for management and operation of our leased and leasable properties increased, but labor costs were approximately 30% lower in 2011 compared to 2010 reflecting staff reductions. Leasing segment revenues increased as a percentage of total revenues principally because of the decrease in consolidated revenues from 2010 to 2011.

Table of Contents

UTILITIES

	Year Ended December 31,

	2011			2010
	(in thousands)
Revenues	$	3,418		$	3,254
% of consolidated revenues		24	%		14	%
Operating Loss	$	(319	)	$	(127	)

Increased revenues in the Utilities segment in 2011 reflect increased consumption and a 5% sewer rate increase that went into effect in July 2010. The operating loss for 2011 was primarily due to higher electricity, maintenance, repairs and outside service costs that more than offset the higher revenues and reduced labor costs in the Utilities segment. Labor costs were approximately 20% lower in 2011 compared to 2010 reflecting staff reductions. Utilities segment revenues increased as a percentage of total revenues principally because of the decrease in consolidated revenues from 2010 to 2011.

RESORT AMENITIES

	Year Ended December 31,

	2011			2010
	(in thousands)
Revenues	$	3,854		$	3,583
% of consolidated revenues		27	%		16	%
Operating Loss	$	(803	)	$	(108	)

Increased revenues were due to higher spa service and treatment revenues as a result of price increases in November and December 2011, an increase in the number of treatments and services performed, and to increased membership dues revenues as a result of increases in the membership base. In 2011, increased labor, supplies and other operating expense at the spa and the increased costs relating to club memberships more than offset the higher revenues in the Resort Amenities segment. Resort Amenities segment revenues increased as a percentage of total revenues principally because of the decrease in consolidated revenues from 2010 to 2011.

OTHER

	Year Ended December 31,

	2011			2010
	(in thousands)
Revenues	$	1,056		$	1,913
% of consolidated revenues		7	%		8	%
Operating Loss	$	(4,499	)	$	(6,373	)

Other includes miscellaneous revenues and unallocated general, administrative and marketing costs, and pension and other post-retirement expense (credit). General and administrative expenses are incurred at the corporate level and at the operating segment level. Results of operations presented above for the reportable operating segments include an allocation of a portion of the general and administrative expense at the corporate level. Such allocations are made on the basis of our evaluation of the level of services provided to the operating segments.

The operating loss for 2010 includes approximately $3.2 million of gains recognized from asset sales.

Table of Contents

General and administrative expense was $6.3 million in 2011 compared to $8.6 million in 2010. The expense was lower in 2011 primarily because of lower compensation expense and reduced professional service costs. Salaries and wages decreased by approximately 25% compared to 2010 as we closed business units and reduced staffing levels. Professional service costs decreased in 2011 as we resolved outstanding legacy issues and downsized our operations. General and administrative expense for 2011 includes $1.5 million contribution expense representing the fair value of approximately 22 acres that we contributed to Maui Preparatory Academy in 2011 and gain on asset dispositions for 2011 includes an offsetting $1.5 million gain on the land contributed.

Selling and marketing expense decreased from $1.8 million in 2010 to $800,000 in 2011 as we discontinued operating certain businesses, and the lessees and licensees of our properties and trade names assumed the responsibility for marketing. Our marketing department was closed in March 2011.

Pension and other post-retirement expenses were $1.2 million in 2011 and a credit of $15.7million in 2010 of which a credit of $14.9 million was recorded to discontinued operations. The credit in 2010 was due to settlement and curtailment gains recognized upon the termination of our postretirement health and life insurance plans (Note 9 to Consolidated Financial Statements in Item 8 of this annual report).

DISCONTINUED OPERATIONS

	Year Ended December 31,

	2011		2010
	(in thousands)
Income From Discontinued Operations
Before Income Taxes	$	14,628	$	36,177

Our former retail, golf and agriculture operations are reported as discontinued operations. Income from discontinued operations for 2011 includes $15.1 million gain from the sale of the Bay Course; and income from discontinued operations for 2010 includes $26.7 million gain from sale of the PGC. Income from discontinued agriculture operations for 2010 includes a credit of $14.9 million representing the gain from settlement of our post-retirement health and life insurance plans. See Note 7 to Consolidated Financial Statements in Item 8 of this annual report.

INTEREST EXPENSE

Interest expense was $2,729,000 for 2011 compared to $9,496,000 for 2010 of which $300,000 and $2,105,000 were included in discontinued operations in 2011 and 2010, respectively. The reduction in interest expense was primarily due to lower average interest rates and lower average borrowings in 2011. In August 2010, our $40 million convertible notes were extinguished and in December 2010, we modified our primary credit agreements which lowered the interest rates (Note 4 to Consolidated Financial Statements in Item 8 of this annual report). Interest expense in 2010 for our $40 million convertible notes was approximately $2.9 million. Our average interest rate on borrowings was 4.8% for 2011 compared to 5.7% for 2010 and average borrowings were approximately $30 million less in 2011 compared to 2010.

LIQUIDITY AND CAPITAL RESOURCES

Current Debt Position

At December 31, 2011, our total debt was $45.5 million compared to $45.2 million at December 31, 2010. At December 31, 2011, we had approximately $12.9 million available under our revolving line of credit and $890,000 in cash. Of the total available under our revolving line of credit, $2.1 million is currently designated solely for the payment of legacy costs (Note 4 to Consolidated Financial Statements in Item 8 of this annual report).

Table of Contents

Revolving Line of Credit with Wells Fargo

We have a $34.5 million revolving line of credit with Wells Fargo that matures on May 1, 2013. Interest rates on borrowings are at LIBOR plus 3.8% and the line of credit is collateralized by approximately 880 acres of our real estate holdings at the Kapalua Resort. The line of credit agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity (as defined) of $4 million and maximum total liabilities of $175 million. The credit agreement includes predetermined release prices for the real property securing the credit facility and an option to extend the maturity date to May 1, 2014, upon satisfaction of certain conditions, including the absence of any material adverse change in financial condition and maintenance of the loan to value ratio of the collateral. In July 2011, we paid down the line of credit with $4.1 million of proceeds from the sale of real estate and in August 2011, the line of credit agreement was modified to reserve $4.1 million of credit availability for the payment of legacy costs (as defined) and exclude $4.1 million from the credit line availability in the calculation of the minimum liquidity financial covenant. As of December 31, 2011, the amount reserved for legacy costs and excluded from credit availability has been reduced by $2.0 million as legacy costs were paid. There are no commitment fees on the unused portion of the revolving facility.

As of December 31, 2011, we had irrevocable letters of credit totaling $0.5 million that were secured by the line of credit, $21.1 million of borrowings outstanding and $12.9 million available for borrowing under the line of credit.

Term Loan with American AgCredit

We have a $24.4 million term loan with American AgCredit that matures on May 1, 2013. The interest rate on this credit facility is based on the greater of 1.00% or the 30-day LIBOR rate, plus an applicable spread of 4.25%. The loan agreement provides for tiered reductions in the applicable spread to 3.75%, subject to corresponding reductions in the principal balance of the loan. The loan requires mandatory principal prepayments of 100% of the net proceeds of the sale of any real property pledged as collateral for the loan. It also requires tiered mandatory principal prepayments based on predetermined percentages ranging from 10% to 75% of the net proceeds from the sale of non-collateralized real property. The credit agreement is collateralized by approximately 3,100 acres of our real estate holdings in West Maui and Upcountry Maui. The term loan agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity (as defined) of $4 million and maximum total liabilities of $175 million.

Amended Construction Loan Agreement with Lehman Brothers Holdings Inc.

Bay Holdings has a construction loan agreement with Lehman and other lenders under which $276 million was outstanding at December 31, 2011 that is due and payable in full. The loan is collateralized by the Residences of Kapalua Bay project assets including the land that underlies the project, which is owned by Bay Holdings. We and the other members of Bay Holdings have guaranteed to the lenders completion of the project and recourse with regard to certain acts, but have not guaranteed payment of the loan. Construction of the project was completed in 2009, but the completion guaranty will remain in place until all construction contracts have been fully settled and paid. We have recorded $4.1 million in other accrued liabilities in the accompanying consolidated balance sheet as our estimated share of the completion and recourse guarantees, and do not have any other funding commitments to Bay Holdings. Bay Holdings is currently working with the lenders to settle the terms of the loan.

Table of Contents

Operating Cash Flows

Net cash used in operating activities for 2011 and 2010 was $10.2 million and $9.4 million, respectively. Net cash used in operating activities for 2011 increased from 2010 primarily due to $5.9 million of income tax refunds received in 2010, partially offset by a higher amount of interest paid in 2010 compared to 2011.

Interest paid in 2011 and 2010 was $2.0 million and $6.9 million, respectively. Tax refunds received in 2011 and 2010 were $55,000 and $5.9 million, respectively.

Investing and Financing Cash Flows

Cash provided by investing activities in 2011 included the following:

•: $9.0 million from the sale of approximately 13 acres of our former agriculture facility in Kahului.
•: $899,000 released from escrow upon completion of post-closing obligations related to asset sales in 2010.

Cash used in investing activities in 2011 included the following:

•: $4.1 million withheld in escrow after the closing of the sale of the Kahului property.

Cash provided by investing and financing activities in 2010 included the following significant transactions:

•: Gross proceeds from our rights offering were $40 million.
•: Sale of the Bay Course produced net cash proceeds of $22.8 million.
•: Sale of three properties and miscellaneous equipment that were used in operations produced cash proceeds of $7.6 million.

Cash used in investing and financing activities in 2010 included the following significant transactions:

•: Net payments of long-term debt totaled $51.0 million. This included $20 million of proceeds from the sale of the Bay Course and $35.2 million of proceeds from the rights offering that were applied to pay down outstanding borrowings.
•: Cash outflow for property purchases was $4.3 million and was primarily for the replacement of the irrigation system at the PGC as required by the sale of the golf course in 2009.

Future Cash Inflows and Outflows

Our plans for 2012 include the possible sale of certain operating and non-operating real estate assets that could result in net cash proceeds which would be partially used to repay outstanding indebtedness and for general working capital. There can be no assurance that we will be able to sell any of our real estate assets on acceptable terms, if at all.

Our cash outlook for the next twelve months and our ability to continue to meet our financial covenants is highly dependent on selling certain real estate assets in a difficult market. If we are unable to meet our financial covenants resulting in the borrowings becoming immediately due, we would not have sufficient liquidity to repay such outstanding borrowings. In addition, we are subject to several commitments and contingencies that could negatively impact our future cash flows, including purchase commitments up to $35 million related to our investment in Bay Holdings to purchase the Amenities, an EEOC matter related to our discontinued agricultural operations, and funding requirements related to our defined benefit pension plans. These matters are further described in Note 14 to the Consolidated Financial Statements. The aforementioned circumstances raise substantial doubt about

Table of Contents

our ability to continue as a going concern. There can be no assurance that we will be able to successfully achieve the initiatives discussed below in order to continue as a going concern.

In response to these circumstances, we continue to undertake significant efforts to generate cash flow by employing our real estate assets in leasing and other arrangements, by the sale of several real estate assets and by continued cost reduction efforts. As part of the restructured credit agreement with Wells Fargo, we are allowed to use proceeds from the sale of certain properties to settle obligations related to our prior operations, instead of reducing borrowings under the line of credit as was previously required in the credit agreement. We are currently in discussions with the other members of Bay Holdings and the lenders to negotiate the terms of the purchase and sale agreement for the Amenities including the purchase and payment terms.

Contributions to our defined benefit pension plans are expected to be approximately $2.5 million in 2012.

We do not expect any significant capital expenditures in 2012.

CRITICAL ACCOUNTING POLICIES

Our accounting policies are described in Summary of Significant Accounting Policies, Note 1 to our Consolidated Financial Statements (included in Item 8 of this annual report). The preparation of financial statements in conformity with generally accepted accounting principles requires the use of accounting estimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in our financial statements. The accounting policies and estimates that we have identified as critical to the Consolidated Financial Statements are as follows:

•: Our investment in Bay Holdings was written down to zero at December 31, 2009 to recognize an other-than-temporary impairment and to record losses incurred by Bay Holdings in the third quarter of 2009. We and the other members of Bay Holdings have guaranteed to the lenders completion of the project and recourse with regard to certain acts, and we have recorded $4.1 million in other accrued liabilities on the consolidated balance sheet at December 31, 2011 as our share of the completion and recourse guarantees. In determining the fair value of this investment, assessing whether any identified impairment was other-than-temporary, as well as estimating the liability for the completion and recourse guarantees, significant estimates were made and considerable judgment was involved. These estimates and judgments were based, in part, on our current and future evaluation of economic conditions in general, as well as Bay Holdings' current and future plans. These impairment calculations contain additional uncertainties because they also require management to make assumptions and apply judgments to, among others, estimates of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates. The impairment losses recorded by Bay Holdings required Bay Holdings' management to estimate total sales revenues that will be received by the project, as well as estimating the number of buyers of units from which nonrefundable deposits have been received that will not close on the purchase of their units.
•: Our long-lived assets are reviewed for impairment if events or circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. Management has evaluated certain long-lived assets for impairment, and in 2011 we recognized impairment charges of $1.1 million related to long-lived assets and in 2010 recognized impairment charges totaling $3.1 million related to real estate assets held for sale because carrying values were in excess of estimated fair values less the estimated costs of disposal. These asset impairment loss analyses contain uncertainties because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in

Table of Contents

economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets; thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, our financial condition or future operating results could be materially impacted.

•: Deferred development costs, principally predevelopment costs and offsite development costs related to various projects in the planning stages by our Real Estate segment, totaled $7.5 million at December 31, 2011. Based on our future development plans for the Kapalua Resort and other properties such as Pulelehua, and Hali`imaile Town, and the estimated value of these future projects, management has concluded that these deferred costs will be recoverable from future development projects. The volatility of this assumption arises because of the long-term nature of our development plans and the uncertainty of when or if certain parcels will be developed.
•: Determining pension expense for our two defined benefit pension plans utilizes actuarial estimates of employees' age at retirement, and retirees' life span, the long term rate of return on investments and other factors. In addition, pension expense is sensitive to the discount rate utilized. This rate should be commensurate with the interest rate yield of a high quality corporate fixed income investment portfolio. These assumptions are subject to the risk of change as they require significant judgment and have inherent uncertainties that management or its consulting actuaries may not control or anticipate. As of December 31, 2011, the fair value of the assets of our defined benefit plans totaled approximately $39.1 million, compared with $41.3 million as of December 31, 2010. The recorded net pension liability was approximately $27.6 million as of December 31, 2011 compared to a net pension liability of $22.1 million as of December 31, 2010. The $5.5 million increase in net pension liability during 2011 was mainly attributed to a decline in the discount rate used to determine our pension obligations and lower than expected returns from the pension plans investments.
•: Stock-based compensation expense is calculated based on assumptions as to the expected life of the options, price volatility, risk-free interest rate and expected forfeitures. While management believes that the assumptions made are appropriate, compensation expense recorded currently and future compensation expense would vary based on the assumptions used.
•: Management calculates the income tax provision, current and deferred income taxes along with the valuation allowance based upon various complex estimates and interpretations of income tax laws and regulations. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized. To the extent we begin to generate taxable income in future years, and it is determined the valuation allowance is no longer required, the tax benefit for the remaining deferred tax assets will be recognized at such time. As of December 31, 2011, valuation allowances of $61.4 million have been established primarily for tax credits, net operating loss carry forwards, and accrued retirement benefits to reduce future tax benefits expected to be realized.
•: Our results of operations could be affected by significant litigation or contingencies adverse to the Company, including, but not limited to, liability claims, environmental matters, and contract terminations. We record accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We make adjustments to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of counsel and other information and events that may pertain to a particular matter. Predicting the outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from those estimates. In making determinations of likely outcomes of litigation

Table of Contents

matters, we consider many factors. These factors include, but are not limited to, the nature of specific claims, our experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter's current status. A detailed discussion of significant litigation matters and contingencies is contained in Note 14 to our Consolidated Financial Statements in Item 8 of this annual report.

IMPACT OF INFLATION AND CHANGING PRICES

Most of the land owned by us was acquired from 1911 to 1932 and is carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970s. Depreciation expense would be considerably higher if fixed assets were stated at current cost.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because we qualify as a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item.

Table of Contents

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Maui Land & Pineapple Company, Inc.
Makawao, Hawaii

We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income (loss), stockholders' deficiency, and of cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Maui Land & Pineapple Company, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DELOITTE & TOUCHE LLP

Honolulu, Hawaii
March 2, 2012

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)

	Years Ended December 31,

	2011			2010
	(in thousands except share amounts)
OPERATING REVENUES
Real estate
Sales	$	—		$	7,850
Commissions		1,070			1,461
Leasing		5,144			4,994
Utilities		3,418			3,254
Resort amenities and other		4,910			5,496

Total Operating Revenues		14,542			23,055

OPERATING COSTS AND EXPENSES
Real estate
Cost of sales		—			1,480
Other		1,060			1,567
Leasing		2,956			3,109
Utilities		2,225			2,016
Resort amenities and other		4,315			5,473
Selling and marketing		792			1,809
General and administrative		6,271			8,602
Depreciation		3,390			4,778
Impairment—long-lived assets		921			2,547
Pension and other postretirement expense (Note 9)		1,157			(838	)
Gain on asset dispositions		(1,263	)		(3,159	)

Total Operating Costs and Expenses		21,824			27,384

Operating Loss		(7,282	)		(4,329	)
Interest expense		(2,429	)		(7,391	)
Interest income		27			44

Loss from Continuing Operations Before Income Taxes		(9,684	)		(11,676	)
Income Tax Benefit		(134	)		(251	)

Loss from Continuing Operations		(9,550	)		(11,425	)
Income from Discontinued Operations (Note 7) net of income tax benefit of $211 and $0		14,628			36,177

NET INCOME		5,078			24,752
Pension Benefit Adjustment net of income taxes of $0		(6,675	)		(12,220	)

COMPREHENSIVE INCOME (LOSS)	$	(1,597	)	$	12,532

NET INCOME (LOSS) PER COMMON SHARE—BASIC AND DILUTED
Continuing Operations	$	(0.52	)	$	(0.92	)
Discontinued Operations		0.79			2.91

Net Income	$	0.27		$	1.99

See Notes to Consolidated Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,

	2011			2010
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	890		$	2,095
Accounts receivable, less allowance of $519 and $460 for doubtful accounts		1,464			1,803
Merchandise inventories		—			1,617
Prepaid expenses and other assets		684			2,053
Assets held for sale (Note 2)		2,280			10,851

Total Current Assets		5,318			18,419

PROPERTY
Land		7,518			7,533
Land improvements		25,680			38,647
Buildings		35,649			40,683
Machinery and equipment		13,572			21,072
Construction in progress		1,864			2,593

Total Property		84,283			110,528
Less accumulated depreciation		35,642			49,103

Net Property		48,641			61,425

DEFERRED DEVELOPMENT COSTS & OTHER ASSETS		10,113			10,561

TOTAL	$	64,072		$	90,405

LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable	$	1,217		$	4,877
Payroll and employee benefits		1,417			2,587
Income taxes payable		2,766			3,445
Deferred revenues (Note 2)		108			24,098
Accrued contract terminations		5,094			4,894
Other accrued liabilities		1,895			3,671

Total Current Liabilities		12,497			43,572

LONG-TERM LIABILITIES
Long-term debt		45,521			45,200
Accrued retirement benefits		27,882			22,549
Other noncurrent liabilities		4,425			4,264

Total Long-Term Liabilities		77,828			72,013

COMMITMENTS & CONTINGENCIES (Note 14)
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock—no par value, 43,000,000 shares authorized; 18,582,954 and 18,516,115 shares issued and outstanding		75,933			75,461
Additional paid in capital		9,211			9,159
Accumulated deficit		(87,828	)		(92,906	)
Accumulated other comprehensive loss		(23,569	)		(16,894	)

Stockholders' Deficiency		(26,253	)		(25,180	)

TOTAL	$	64,072		$	90,405

See Notes to Consolidated Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

For the Two Years Ended December 31, 2011

(in thousands)

	Common Stock												Accumulated Other Comprehensive Loss

	Common Stock						Additional Paid in Capital			Acumulated Deficit
	Shares			Amount			Additional Paid in Capital			Acumulated Deficit						Total
Balance, January 1, 2010 (as previously reported)		8,087		$	35,437		$	9,019		$	(116,723	)	$	(4,674	)	$	(76,941	)
Prior period adjustment (Note 15)											(935	)					(935	)

Balance, January 1, 2010 (as corrected)		8,087			35,437			9,019			(117,658	)		(4,674	)		(77,876	)
Issuance of stock, net of costs		10,390			39,559												39,559
Pension benefits adjustment (Note 9)														(12,220	)		(12,220	)
Share-based compensation expense								735									735
Vested restricted stock issued		74			595			(595	)								—
Shares cancelled to pay tax liability		(35	)		(130	)											(130	)
Net income											24,752						24,752

Balance, December 31, 2010		18,516		$	75,461		$	9,159		$	(92,906	)	$	(16,894	)	$	(25,180	)

Pension benefits adjustment (Note 9)														(6,675	)		(6,675	)
Stock compensation expense								646									646
Vested restricted stock issued		92			594			(594	)								—
Shares cancelled to pay tax liability		(25	)		(122	)											(122	)
Net income											5,078						5,078

Balance, December 31, 2011		18,583		$	75,933		$	9,211		$	(87,828	)	$	(23,569	)	$	(26,253	)

See Notes to Consolidated Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,

	2011			2010
	(in thousands)
OPERATING ACTIVITIES
Net Income	$	5,078		$	24,752
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization		4,028			8,487
Share based compensation		646			735
Gain on property disposals		(15,600	)		(30,146	)
Change in derivative liabilities and accretion of interest		—			1,466
Change in retirement liabilities		(1,342	)		(17,747	)
Impairment charges		1,115			4,615
Changes in operating assets and liabilities:
Accounts receivable		131			1,895
Inventories		1,558			1,770
Trade accounts payable		(3,392	)		(1,448	)
Income taxes payable		(632	)		5,674
Other operating assets and liabilities		(1,815	)		(9,442	)

NET CASH USED IN OPERATING ACTIVITIES		(10,225	)		(9,389	)

INVESTING ACTIVITIES
Purchases of property		(1,025	)		(4,276	)
Proceeds from disposals of property		11,450			7,550
Proceeds from escrow (Note 2)		4,117			—
Payments for other assets		(5,368	)		(1,115	)

NET CASH PROVIDED BY INVESTING ACTIVITIES		9,174			2,159

FINANCING ACTIVITIES
Proceeds from long-term debt		10,700			19,200
Payments of long-term debt		(10,379	)		(70,214	)
Payments on capital lease obligations		(174	)		(1,954	)
Issuance of common stock (Note 5)		—			40,000
Net proceeds from golf course sales (Note 2)		—			22,828
Reduction of PGC deferred credit		—			(1,405	)
Debt and common stock issuance cost and other		(301	)		(1,011	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(154	)		7,444

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,205	)		214
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		2,095			1,881

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	890		$	2,095

Cash paid (received) during the year:
Interest (net of amounts capitalized)	$	1,998		$	6,918
Income taxes	$	(55	)	$	(5,925	)

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

•: Amounts included in trade accounts payable for additions to property and other assets totaled $137,000 and $864,000, at December 31, 2011 and 2010, respectively.
•: At December 31, 2011, $294,000 of funds related to the sale of property was held in escrow pending the completion of post-closing obligations.
•: A capital lease obligation of $289,000 and the related asset acquired thereunder were transferred to a third party in 2010.
•: A noncash donation of $1,574,000 was made in 2011.

See Notes to Consolidated Financial Statements

Table of Contents

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of Maui Land & Pineapple Company, Inc. and its principal subsidiary Kapalua Land Company, Ltd. and other subsidiaries (collectively, the "Company"). The Company's principal operations include the development, sale and leasing of real estate, water and waste transmission services, and the management of certain resort amenities at the Kapalua Resort. Significant intercompany balances and transactions have been eliminated. The Company's golf, retail and agriculture operations are reported as discontinued operations (Note 7).

LIQUIDITY

The Company reported net income of $5.1 million for the year ended December 31, 2011. Included in net income was a $15.1 million gain recognized from the sale of the Kapalua Bay Course (Bay Course). The Company reported negative cash flows from operations of $10.2 million for the year ended December 31, 2011. The Company had an excess of current liabilities over current assets of $7.2 million and a stockholders' deficiency of $26.3 million at December 31, 2011.

The Company has two primary credit facilities that have financial covenants requiring among other things, a minimum of $4 million in liquidity, a maximum of $175 million in liabilities, and a limitation on new indebtedness. Failure to satisfy the minimum liquidity covenants or to otherwise default under one credit agreement could result in a default under both credit agreements resulting in all outstanding borrowings becoming immediately due and payable. The Company has pledged a significant portion of its real estate holdings as security for borrowings under these credit facilities.

The Company's cash outlook for the next twelve months and its ability to continue to meet its financial covenants is highly dependent on selling certain real estate assets in a difficult market. If the Company is unable to meet its financial covenants resulting in the borrowings becoming immediately due, the Company would not have sufficient liquidity to repay such outstanding borrowings. In addition, the Company is subject to several purchase commitments and contingencies that could negatively impact its future cash flows, including commitments of up to $35 million to purchase the spa, beach club improvements and the sundry store (the "Amenities") of Kapalua Bay Holdings, LLC (Bay Holdings) (Note 3), a U.S. Equal Employment Opportunity Commission (EEOC) matter related to the Company's discontinued agricultural operations, and funding requirements related to the Company's defined benefit pension plans. These matters are further described in Note 14.

The aforementioned circumstances raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be able to successfully achieve its initiatives discussed below in order to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result should the Company be unable to continue as a going concern.

In response to these circumstances, the Company continues to undertake efforts to generate cash flow by employing our real estate assets in leasing and other arrangements, by the sale of several real estate assets and by continued cost reduction efforts. In December 2010 and February 2011, the Company restructured its debt with Wells Fargo Bank, National Association (Wells Fargo) and American AgCredit, FLCA (American AgCredit) which resulted in a reduction of the interest rates on

Table of Contents

the credit facilities and an extension of the maturities from March 2011 to May 2013. In June 2011, the Company sold a 13-acre parcel that was part of its former pineapple cannery facilities in Kahului, Maui for $9.75 million. The Company is currently in discussions with the other members of Bay Holdings and the lenders to negotiate the terms of the purchase and sale of the Amenities.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes all changes in stockholders' equity (deficiency), except those resulting from capital stock transactions. Comprehensive income (loss) includes the pension benefit adjustment (Note 9).

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks and commercial paper with maturities of three months or less at the time of purchase.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Receivables are recorded net of an allowance for doubtful accounts. The Company estimates future write-offs based on delinquencies, credit ratings, aging trends, and historical experience. The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses; however, significant deterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company's financial condition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness and no collateral is generally required from customers, except for notes receivable taken on real estate sales.

INVENTORIES

Real estate inventories are stated at the lower of cost or fair value less cost to sell. Real estate inventories include properties developed specifically for sale as well as undeveloped land parcels that the Company has determined will not be developed or used in operations. Merchandise is retail inventories held for sale at the Kapalua Resort and are stated at cost, not in excess of fair value, using an average cost method.

ASSETS HELD FOR SALE

Assets are reported as held for sale when they are being actively marketed and available for immediate sale in their present condition, the sale is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell. In 2010, impairment charges of $2.1 million were recorded for one of the properties in assets held for sale.

INVESTMENT IN AFFILIATES

Investments in affiliates, partnerships, and limited liability companies, over which the Company exercises significant influence, but not control, are accounted for using the equity method.

Investments in unconsolidated affiliates are reviewed for impairment whenever there is evidence of a loss in value below the carrying amount. An investment is written down to fair value if the impairment is considered to be other-than-temporary. In evaluating the fair value of an investment, the Company reviews the discounted projected cash flows associated with the investment and other relevant information. In evaluating whether an impairment is other-than-temporary, the Company considers all available information, including the length of time and extent of the impairment, the financial condition

Table of Contents

and near-term prospects of the affiliate, the Company's ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and projected industry and economic trends, among others. In determining the fair value of an investment and assessing whether any identified impairment is other-than-temporary, significant estimates and considerable judgments are involved.

DEFERRED DEVELOPMENT COSTS AND OTHER ASSETS

Deferred development costs totaled $7.5 million at December 31, 2011 and 2010, and are primarily real estate development costs related to various projects at the Kapalua Resort that will be allocated to future development projects. Deferred development costs are written off if management decides that it is no longer probable that the Company will proceed with the related development project.

PROPERTY AND DEPRECIATION

Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the life of an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting gains or losses are included in income. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method generally over three to 25 years. Depreciation expense was $3,719,000 and $6,675,000 for the years ended December 31, 2011 and 2010, respectively.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the assets' net book values exceed their fair value. The Company has evaluated certain long-lived assets for impairment and impairment charges of $1.1 million were recorded for long-lived assets in 2011 and $3.1 million for long-lived assets in 2010. These asset impairment loss analyses require management to make assumptions and apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company's financial condition or its future operating results could be materially impacted.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company accounts for all derivative financial instruments, such as interest rate swap agreements and the derivative liability related to its convertible debt, by recognizing the derivative on the consolidated balance sheet at fair value, regardless of the purpose or intent of holding them. Changes in the fair value are recognized in interest expense. The Company's interest rate swap agreements expired in January 2010 and the convertible debt was fully repaid in August 2010 (Note 4).

Table of Contents

EMPLOYEE BENEFIT PLANS

The Company's policy is to fund pension cost at a level at least equal to the minimum amount required under federal law, but not more than the maximum amount deductible for federal income tax purposes.

The over-funded or under-funded status of the Company's defined benefit post-retirement plans are recorded as an asset or liability in its balance sheet and changes in the funded status of the plans are recorded in the year in which the changes occur, though comprehensive income. The pension asset or liability is the difference between the plan assets at fair value and the projected benefit obligation as of year-end.

Deferred compensation plans for certain management employees provide for specified payments after retirement. The present value of estimated payments to be made is accrued over the period of active employment. In 1998, future benefits under these plans were terminated (Note 9).

The estimated cost of providing post-retirement health care and life insurance benefits was accrued over the period the Company's employees rendered the necessary services. In 2010, the Company terminated its postretirement health care and life insurance benefits.

REVENUE RECOGNITION

Real estate revenues are recognized from the sale of real estate inventories in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks of ownership have passed to the buyer.

Lease revenues are recognized on a straight-line basis over the terms of the leases. Also included in lease income are certain percentage rents determined in accordance with the terms of the leases. Lease income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the contingency has been resolved (e.g., sales thresholds have been achieved).

Other revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

OPERATING COSTS AND EXPENSES

Operating costs and expenses for real estate, leasing, utilities, resort amenities, selling and marketing, and general and administrative are exclusive of depreciation and pension and other post-retirement expense, which are shown on separate lines in the consolidated statements of operations.

INTEREST CAPITALIZATION

Interest costs are capitalized during the construction period of major capital projects. Interest costs incurred in 2011 and 2010 were $2,729,000 and $9,496,000, respectively, of which $0 and $90,000, respectively, were capitalized.

ADVERTISING

The costs of advertising activities are expensed as incurred. Advertising costs are included in selling and marketing costs in the consolidated statements of operations. Advertising expenses in 2011 and 2010 were $340,000 and $651,000, respectively.

Table of Contents

LEASES

Leases that transfer substantially all of the benefits and risks of ownership of the property are accounted for as capital leases. Amortization of property under capital leases is included in depreciation expense. Other leases are accounted for as operating leases. Rentals under operating leases are recognized on a straight-line basis over the life of the lease.

INCOME TAXES

The Company accounts for uncertain tax positions in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return (Note 12).

The Company's provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferred income tax assets if management believes that it is more likely than not that some portion or all of the asset will not be realized through future taxable income.

SHARE-BASED COMPENSATION PLANS

The Company accounts for share-based compensation, including grants of employee stock options, as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is estimated and considered in the amount recognized.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates.

RISKS AND UNCERTAINTIES

Factors that could adversely impact the Company's future operations or financial results include, but are not limited to the following: continued economic weakness and uncertainty in Hawaii and the mainland United States; continued high unemployment rates and low consumer confidence; the current sovereign debt crises affecting several countries in the European Union and concerns about sovereign debt in the United States; the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risks related to the Company's investments in real property the value and salability of which could be impacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawaii in general as a vacation destination or second-home market; increased energy costs, including fuel costs, which effect tourism on Maui and Hawaii generally; untimely completion of land development projects within forecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by state and local governmental agencies; the cyclical market demand for luxury real estate on Maui and in Hawaii generally; increased competition from other luxury real estate developers on Maui and in Hawaii generally; the Company's limited guarantees to complete development of the Residences at Kapalua Bay project; failure of joint venture partners to perform in accordance with their contractual agreements; environmental regulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters,

Table of Contents

including the recent tsunami in Japan; the Company's location apart from the mainland United States, which results in the Company's financial performance being more sensitive to the aforementioned economic risks; failure to comply with restrictive financial covenants in the Company's credit arrangements; and an inability to achieve the Company's short and long-term goals and cash flow requirements.. Please see the additional discussion of the risks and uncertainties applicable to our business under the heading "Forward-Looking Statements and Risks" at the beginning of this annual report and "Risk Factors" in Item 1A of this annual report.

ENVIRONMENTAL REMEDIATION COSTS

The Company accrues for environmental remediation costs when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. When the remediation cost is expected to be incurred within a relatively short period of time, the obligations are not discounted to their present value.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Accounting Standards Codification (ASC) Topic 820)—Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments in this ASU result in common fair value measurement and disclosure requirements in U.S. GAAP and international financial reporting standards (IFRS). The ASU also provides for certain changes in current GAAP disclosure requirements, for example with respect to the measurement of level 3 assets and for measuring the fair value of an instrument classified in a reporting entity's shareholders' equity. The amendments in this ASU are to be applied prospectively, and are effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not anticipated to have a material impact on the Company's consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-15, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income. The amendments from this update will result in more converged guidance on how comprehensive income is presented under both U.S. GAAP and IFRS. With this update to ASC 220, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Current U.S. GAAP allows reporting entities three alternatives for presenting other comprehensive income and its components in financial statements. One of those presentation options is to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This update eliminates that option. The amendments in this ASU should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance is not anticipated to have a material impact on the Company's consolidated financial statements.

INCOME (LOSS) PER COMMON SHARE

Basic income (loss) per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued.

Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method is applied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of

Table of Contents

non-vested restricted stock are issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised. These amounts were excluded because the effect would be anti-dilutive.

	Year Ended December 31,

	2011		2010
Basic and diluted		18,539,591		12,425,509
Potentially dilutive		309,500		379,550

RECLASSIFICATIONS

Revenues, costs and expenses in the accompanying 2010 consolidated statement of operations have been reclassified to conform to the presentation adopted by the Company on September 30, 2011. The current presentation principally reflects the Company's increased emphasis of real estate, leasing, utilities and resort amenities operations and changes in segment reporting (see Note 13). The change in presentation did not have an effect on total operating revenues, total operating costs and expenses, and net income (loss).

2. ASSETS HELD FOR SALE AND REAL ESTATE SALES

At December 31, 2010, assets held for sale included 13 acres in Kahului, Maui that was a portion of the former agriculture facilities. In 2010, this parcel was written down to its estimated fair value less cost to sell, resulting in impairment charges of $2.1 million. In June 2011, the Company sold the parcel for $9.75 million and recorded losses of $312,000. The sale resulted in net cash proceeds of $9.0 million, including $4.1 million that was initially withheld in escrow, but released after satisfaction of lender's conditions. In 2011, $899,000 of proceeds from a 2010 land sale was released from escrow after completion of certain post-closing obligations. At December 31, 2011, the Company's remaining land in Kahului of approximately 7 acres is in assets held for sale.

In 2010, the Company sold the land, improvements, structures and fixtures comprising the Bay Course and the adjacent maintenance facility for a total of $24.1 million in cash. Concurrent with the sale, the Company entered into an agreement to lease back the assets through March 31, 2011, and due to certain construction work required by the leaseback arrangement and other continuing involvement, the sale was accounted for as a financing transaction. Accordingly, the net proceeds received had been reflected as a current liability and no gain was recognized at the time of the sale. At the conclusion of the leaseback of the Bay Course as of March 31, 2011, the Company recognized $15.1 million of gain from the sale of the Bay Course and maintenance facility, which is included in discontinued operations. In 2009, the Company sold the Plantation Golf Course (PGC) and the related land improvements and other assets and entered into a leaseback arrangement that also expired on March 31, 2011. A gain on the sale of the PGC of $27.7 million was recognized primarily in September 2010.

In 2010, the Company recognized revenues of $7.9 million and pre-tax profit of $5.8 million from the sale of real estate inventories. Also in 2010, the Company sold three non-inventory real properties and recognized gains of $3.6 million, of which $350,000 is included in discontinued operations related to the former Agriculture segment.

3. INVESTMENT IN AFFILIATES

The Company has a 51% ownership interest in Bay Holdings, which is the sole member of Kapalua Bay LLC, (Kapalua Bay). The other members of Bay Holdings through their wholly owned affiliates are Marriott International Inc. (Marriott), 34%, and Exclusive Resorts LLC (ER), 15% (see Note 11, Related Party Transactions). Bay Holdings is not a variable interest entity, as defined in GAAP. The Company accounts for its investment in Bay Holdings using the equity method of

Table of Contents

accounting because, although it has the ability to exercise significant influence over operating and financial policies, it does not control Bay Holdings through a majority voting interest or other means. Under the LLC agreement, major decisions require the approval of either 75% or 100% of the membership interests. The Company has been designated as the managing member of Bay Holdings. Profits and losses of Bay Holdings were allocated in proportion to the members' ownership interests, which approximated the estimated cash distributions to the members.

Bay Holdings constructed a residential development on land that it owns at the site of the former Kapalua Bay Hotel, and a spa on an adjacent parcel of land that is owned by the Company and leased to Bay Holdings. Through December 31, 2011, the sale of 28 (84 total) whole-ownership units and 177 (744 total) fractional units have closed escrow.

As a result of the 2009 losses incurred by Bay Holdings, the Company's carrying value of its investment in Bay Holdings was written down to zero in 2009. The Company does not expect to recover any amounts from its investment in Bay Holdings. The Company will not recognize any additional equity in the earnings (losses) of Bay Holdings until the Company's income attributable to Bay Holdings exceeds its accumulated losses. The Company had made cash contributions to Bay Holdings of $53.2 million and non-monetary contributions of land valued at $25 million.

Kapalua Bay has a construction loan agreement with Lehman Brothers Holdings Inc. and other lenders under which $275.9 million was outstanding at December 31, 2011, and that matured on August 1, 2011. Kapalua Bay is currently working with its lenders to restructure the terms of the loan agreement to extend the maturity and to provide available funding for continued operations. The loan is collateralized by the project assets including the land that is owned by Kapalua Bay that underlies the project. The Company and the other members of Bay Holdings have guaranteed to the lenders completion of the project and recourse with regard to certain acts, but have not guaranteed repayment of the loan. The Company has recorded $4.1 million in accrued contract termination in the consolidated balance sheet as its estimated share of the completion and recourse guarantees. The Company has no other funding commitments to Bay Holdings. The Company will not recognize any additional equity in the earnings (losses) of Bay Holdings until the recognized income attributable to Bay Holdings exceeds the accumulated losses.

Summarized balance sheet and operating information for Bay Holdings as of December 31, 2011 and 2010 (as restated) and for the years then ended are as follows:

	2011			2010 as previously reported			2010 as restated

	(in thousands)
Restricted cash	$	5,264		$	1,074		$	4,692
Real estate inventories		151,034			225,506			157,900
Other assets, net		15,598			22,603			17,997

Total Assets	$	171,896		$	249,183		$	180,589

Construction loan payable and other member loans	$	351,455		$	338,561		$	341,833
Other liabilities		26,991			14,968			15,089

Total Liabilities	$	378,446		$	353,529		$	356,922

Members' Deficiency	$	(206,550	)	$	(104,346	)	$	(176,333	)

Table of Contents

	2011			2010 as previously reported			2010 as restated

	(in thousands)
Revenues	$	17,965		$	9,054		$	7,577
Costs and Expenses		49,892			44,023			114,339

Net Loss	$	(31,927	)	$	(34,969	)	$	(106,762	)

Subsequent to the issuance of the Company's 2010 financial statements, management of Bay Holdings determined that real estate inventories and other assets should have been impaired by approximately $70 million. As a result, the amounts in the table above have been restated to reduce real estate inventories, increase costs and expenses, and increase members' deficiency and net loss. Additionally, corrections were made to other liabilities and expenses to accrue for previously unrecorded liabilities. The restatement of Bay Holdings financial information had no impact on the Company's consolidated balance sheet, statement of operations, statement of cash flows, or statement of stockholders' deficiency as the Company's investment in Bay Holdings was impaired to zero in 2009 and the Company is not allocated subsequent losses.

4. FINANCING ARRANGEMENTS

During 2011 and 2010, the Company had average borrowings outstanding of $45.0 million and $75.4 million, respectively, at average interest rates of 4.8% and 5.7%, respectively. At December 31, 2011, the Company had unused long-term revolving credit of $12.9 million.

Long-term debt at December 31, 2011 and 2010 consisted of the following (interest rates represent the rates at December 31):

	12/31/2011		12/31/2010

	(in thousands)
Wells Fargo revolving loans, 4.12%	$	21,100	$	20,200
American AgCredit term loan, 5.25%		24,421		25,000

Long-term debt	$	45,521	$	45,200

WELLS FARGO

The Company has a $34.5 million revolving line of credit with Wells Fargo that matures on May 1, 2013. Interest rates on borrowings are at LIBOR plus 3.8% and the line of credit is collateralized by approximately 880 acres of the Company's real estate holdings at the Kapalua Resort. The line of credit agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity of $4 million (as defined, which includes the available line of credit) and maximum total liabilities of $175 million. The credit agreement includes predetermined release prices for the real property securing the credit facility and an option to extend the maturity date to May 1, 2014, upon satisfaction of certain conditions, including the absence of any material adverse change in financial condition and maintenance of the loan to value ratio of the collateral. In July 2011, the Company paid down the line of credit with $4.1 million of proceeds from the sale of real estate (Note 2) and in August 2011, the line of credit agreement was modified to reserve $4.1 million of credit availability for the payment of legacy costs (as defined) and to exclude $4.1 million from the credit line availability in the calculation of the minimum liquidity financial covenant. As of December 31, 2011, the amount reserved for legacy costs and excluded from credit availability has been reduced by $2.0 million as legacy costs were paid. In July 2012, to the extent that the $4.1 million reserved for payment of legacy costs is not expended, the $34.5 million revolving line of credit

Table of Contents

commitment will be reduced by such amounts. There are no commitment fees on the unused portion of the revolving facility. As of December 31, 2011, the Company had $12.9 million available borrowing capacity and irrevocable letters of credit totaling $0.5 million that were secured by the Wells Fargo revolving line of credit.

AMERICAN AGCREDIT

At December 31, 2011, the Company had $24.4 million outstanding under a term loan with American AgCredit that matures on May 1, 2013. The interest rate on this credit facility is based on the greater of 1.00% or the 30-day LIBOR rate, plus an applicable spread of 4.25%. The loan agreement provides for tiered reductions in the applicable spread to 3.75%, subject to corresponding reductions in the principal balance of the loan. The loan requires mandatory principal prepayments of 100% of the net proceeds of the sale of any real property pledged as collateral for the loan. It also requires tiered mandatory principal prepayments based on predetermined percentages ranging from 10% to 75% of the net proceeds from the sale of non-collateralized real property. The credit agreement is collateralized by approximately 3,100 acres of the Company's real estate holdings in West Maui and Upcountry Maui. The term loan agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity, as defined, of $4 million and maximum total liabilities of $175 million.

As of December 31, 2011, the Company believes it is in compliance with the covenants under the Wells Fargo and American AgCredit credit facilities.

SENIOR SECURED CONVERTIBLE NOTES

In July 2008, the Company entered into a securities purchase agreement with certain institutional accredited investors and issued an aggregate of $40 million in principal amount of senior secured convertible notes, bearing 5.875% interest per annum.

In July 2010, the Company concluded a rights offering and received gross subscription proceeds of $40 million. In August 2010, the Company repurchased all $40 million of its outstanding convertible notes for $35.2 million which resulted in a net loss of $617,000 that was included in general and administrative expenses.

5. RIGHTS OFFERING

In June 2010, the Company initiated a shareholder rights offering for up to $40 million of its common stock with the intent to utilize the proceeds from the offering to repurchase up to all of its $40 million of outstanding convertible notes. In accordance with the terms of the offering, each shareholder received one non-transferable subscription right for each share of common stock owned as of the close of business on July 7, 2010, the record date for the rights offering. Each subscription right entitled the shareholder to purchase approximately 1.23 shares of common stock at a subscription price of $3.85 per share. Shareholders who fully exercised all of their initial subscription rights were entitled to purchase any unsubscribed shares at the same subscription price per share, on a pro rata basis, subject to the terms of the rights offering.

In conjunction with the rights offering, the Company entered into agreements with holders of all of the convertible notes to repurchase their notes at 88% of face value. The Company paid to these note holders a lock-up fee of 2% of face value in exchange for their agreement not to transfer their notes for a 47-day period.

The rights offering concluded on July 29, 2010 and the Company received gross proceeds of $40 million and issued 10,389,610 shares of common stock. On August 3, 2010, the Company completed the repurchase of all $40 million face amount of its outstanding senior secured convertible notes for $35.2 million. Stephen M. Case who held approximately 41% of the Company's outstanding shares at the time of the rights offering purchased approximately 8.3 million shares in the rights offering.

Table of Contents

6. FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements to enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:


Level 1:		Quoted market prices in active markets for identical assets or liabilities.
Level 2:		Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3:		Unobservable inputs that are not corroborated by market data.

In July 2008, the Company issued $40 million in senior secured notes that were convertible into the Company's common stock. The conversion features related to the notes that gave rise to a derivative liability carried at fair value, with changes in fair value recognized currently in interest expense. As a result of the bifurcation of the conversion feature from the convertible notes, the carrying value of the convertible notes at inception was $29.9 million which was being accreted to interest expense using the effective interest method to the stated value of the convertible notes of $40 million over the three-year term of the notes. In August 2010, the convertible notes were fully repaid (Note 4).

In January 2008, the Company entered into interest rate swap agreements to reduce future cash flow variability for approximately two years on $55 million of variable rate debt. The effect of the agreements was to convert variable-rate interest to fixed-rate interest of approximately 4.4% based on a 2-year fixed LIBOR rate. The transactions were not designated as hedges, and accordingly, the gains and losses resulting from the change in fair value from these interest rate swaps were recognized currently in interest expense. The interest rate swap agreements expired in January 2010.

Information regarding assets and liabilities measured at fair value on a recurring basis is as follows:

Derivatives not designated as hedges:	Location of gain or (loss) recognized in consolidated statement of operations	Amount of gain recognized on derivative instruments for the Year Ended 12/31/2010

		(in thousands)
Interest rate swap agreements	Interest expense	$	63
Derivative liability related to convertible debt	Interest expense		489

In 2011, long-lived assets with a carrying value of $1.9 million were written down to their estimated fair value less costs to sell (based on Level 3 inputs), resulting in impairment losses of $1.1 million. In 2010, assets held for sale with carrying value of $11.1 million were written down to the lower of net book value or estimated fair value less costs to sell (based on Level 3 inputs), resulting in impairment losses of $2.1 million, which were recorded in discontinued operations. Also in 2010, land with a carrying value of $4.4 million was written down to the lower of net book value or estimated fair value less costs to sell (based on Level 3 inputs), resulting in a $1.0 million impairment charge.

The fair value of long-term debt was estimated based on rates currently available to the Company for debt with similar terms and remaining maturities. The carrying amount of long-term debt at December 31, 2011 and 2010 was $45,521,000 and $45,200,000, respectively, which approximated fair value. The carrying amount of the Company's other financial instruments approximates fair value.

Table of Contents

7. DISCONTINUED OPERATIONS

In September 2011, the Company ceased operations of the Kapalua Logo Shop, and as of October 1, 2011, the retail space was leased to a third party operator. In June 2011, the Company ceased operating the Honolua Store and leased the premises to a third party operator. At the end of the lease back arrangements for the Bay Course and the PGC, the Company gave up its right to continue to operate the retail operations at the two pro shops and entered into an agreement whereby it would receive royalties for certain merchandise sold by the owner of the golf courses. Following the cessation of operations of the Kapalua Logo Shop in September, the Company's retail operations are being reported as discontinued operations.

As of April 2011, the Company's business no longer included the operations of the PGC and the Bay Course at Kapalua Resort (Note 2) and accordingly, these operations are reported as discontinued operations. Income from discontinued operations for 2011 includes $15.1 million gain from the sale of the Bay Course; and income from discontinued operations for 2010 includes $26.7 million gain from sale of the PGC.

The Company ceased all agriculture operations as of the end of 2009 and accordingly, these operations are reported as discontinued operations. Loss from discontinued agriculture operations in 2011 includes the loss of $312,000 from the June 2011 sale of a portion of the former agriculture processing facilities (Note 2). Income from discontinued agriculture operations for 2010 includes a credit of $14.9 million representing the gain from settlement of the post-retirement health and life insurance plans (Note 9).

The revenues and income before income taxes for the discontinued operations that were reclassified from continuing operations, were as follows:

	2011		2010

	(in thousands)
Revenues
Golf courses	$	3,375	$	10,086
Retail		4,278		8,813

Total	$	7,653	$	18,899

Income from Discontinued Operations
Golf courses	$	13,762	$	22,672
Retail		462		1,414
Agriculture		193		12,091

Total	$	14,417	$	36,177

8. LEASING ARRANGEMENTS

LESSEE

The Company does not have any capital lease obligations at December 31, 2011. At December 31, 2010, property included capital leases of $436,000 (before accumulated amortization of $201,000).

The Company has various operating leases which expire in 2012 and 2013. Total rental expense under operating leases was $286,000 in 2011 and $1,716,000 in 2010. Future minimum rental payments due under operating leases total $47,000 in 2012 and $21,000 in 2013.

LESSOR

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to retail tenants. These operating leases generally provide for minimum rents and, in most

Table of Contents

cases, percentage rentals based on tenant revenues. In addition, the leases generally provide for reimbursement of common area maintenance and other expenses. Total rental income under these operating leases was as follows:

	2011		2010

	(in thousands)
Minimum rentals	$	2,397	$	2,209
Percentage rentals		1,603		1,635
Other (primarily common area recoveries)		1,144		1,150

	$	5,144	$	4,994

Property at December 31, 2011 and 2010 includes leased property of $29,273,000 and $28,456,000, respectively (before accumulated depreciation of $10,299,000 and $10,023,000, respectively).

Future minimum rental income aggregates $18,382,000 and is receivable during the next five years (2012 to 2016) as follows: $2,052,000, $2,015,000, $2,079,000, $1,739,000 and $1,432,000, respectively, and $9,065,000 thereafter.

9. EMPLOYEE BENEFIT PLANS

The Company had defined benefit pension plans covering substantially all full-time, part-time and intermittent employees. Effective as of January 1, 2010, the defined benefit pension plan covering non-bargaining salaried employees was frozen, and effective January 1, 2011, pension benefits for non-bargaining hourly employees were also frozen and no further pension benefits will accrue to the affected employees. Effective April 1, 2011, the Company did not have any active employees accruing pension benefits as the remaining employees who were covered under the Pension Plan for Bargaining Unit and Hourly employees (Bargaining Plan) were terminated when the Company's golf course operations ceased. The Company had defined benefit post-retirement health and life insurance plans that covered primarily non-bargaining salaried employees and certain bargaining unit employees. Post-retirement health and life insurance benefits were principally based on the employee's job classification at the time of retirement and on years of service. In 2010, the Company's post-retirement health and life insurance plans were terminated.

Table of Contents

The measurement date for the Company's benefit plan disclosures is December 31 ^st of each year. The changes in benefit obligations and plan assets for 2011 and 2010, and the funded status of the plans, and assumptions used to determine benefit information at December 31, 2011 and 2010 were as follows:

	Pension Benefits						Other Benefits

	2011			2010			2010
	(in thousands)
Change in benefit obligations:
Benefit obligations at beginning of year	$	63,306		$	60,015		$	6,608
Service cost		18			121			33
Interest cost		3,338			3,511			130
Actuarial loss		4,034			4,505			—
Benefits paid		(4,051	)		(4,846	)		(194	)
Curtailments		—			—			(576	)
Settlements		—			—			(5,006	)
Change in plan provisions		—			—			(995	)

Benefit obligations at end of year		66,645			63,306			—

Change in plan assets:
Fair value of plan assets at beginning of year		41,255			38,628			—
Actual return on plan assets		(443	)		5,199			—
Employer contributions		2,292			2,274			194
Benefits paid		(4,051	)		(4,846	)		(194	)

Fair value of plan assets at end of year		39,053			41,255			—

Funded status	$	(27,592	)	$	(22,051	)	$	—

Accumulated Benefit Obligations	$	66,645		$	63,306		$	—

Weighted average assumption used to determine benefit obligations at December 31:
Discount rate		4.79% - 4.98%			5.25% - 5.47%
Expected long-term return on plan assets		7.50%			7.50%
Rate of compensation increase		n/a			n/a

Curtailments and settlements in 2010 were due to the termination of all post-retirement health and life insurance plans.

The amounts recognized for pension benefits on the Company's consolidated balance sheets as of December 31, 2011 and 2010 were as follows:

	2011		2010

	(in thousands)
Current Liability	$	300	$	301
Noncurrent Liability		27,292		21,750

Net amounts recognized	$	27,592	$	22,051

Table of Contents

Amounts recognized for pension benefits in accumulated other comprehensive loss (before income tax effect of $0) at December 31, 2011 and 2010 are as follows:

	2011		2010

	(in thousands)
Net loss	$	23,569	$	16,875
Prior service cost		—		8
Net initial obligation		—		11

Net amounts recognized	$	23,569	$	16,894

In 2012, $698,000 of the net loss included in other comprehensive loss at December 31, 2011 is expected to be recognized as a component of net periodic pension cost.

Components of net periodic benefit cost and other amounts recognized in other comprehensive loss were as follows:

	Pension Benefits						Other Benefits

	2011			2010			2010
	(in thousands)
Pension and other benefits:
Service cost	$	18		$	121		$	33
Interest cost		3,338			3,511			130
Expected return on plan assets		(3,027	)		(2,809	)		—
Recognized net actuarial (gain) loss		809			782			(848	)
Amortization of obligation		5			7			—
Amortization of prior service cost		2			4			(79	)
Recognition of (gain) loss due to curtailment		12			9			(576	)
Recognition of gain due to settlement		—			—			(15,981	)

Net expense (credit)	$	1,157		$	1,625		$	(17,321	)

Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Loss:
Net loss	$	7,503		$	2,115		$	—
Recognized gain (loss)		(809	)		(782	)		10,906
Prior service cost		—			—			(995	)
Recognized prior service cost		(8	)		(7	)		995
Recognized net initial obligation		(11	)		(12	)		—

Total recognized in other comprehensive loss	$	6,675		$	1,314		$	10,906



Weighed average assumptions used to determine net periodic cost:
Pension benefits:
Discount rate	5.25% - 5.47%	6.00%
Expected long-term return on plan assets	7.50%	7.50%
Rate of compensation increase	n/a	3%
Other benefits:
Discount rate	n/a	6%
Rate of compensation increase	n/a	n/a

Table of Contents

The expected long-term rate of return on plan assets was based on historical total returns of broad equity and bond indices for ten to fifteen year periods, weighted against the Company's targeted pension asset allocation ranges. These rates were also compared to historical rates of return on hypothetical blended funds with 60% equity securities and 40% bond securities.

The fair values of the Company's pension plan assets at December 31, 2011, by asset category, were as follows:

	Fair Value Measurements (in thousands)

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
Pooled equity funds	$	14,851	$	—	$	14,851
Common stock		11,470		—		11,470
U.S. government securities		2,630		3,126		5,756
Pooled fixed income funds		4,814		—		4,814
Cash management funds		1,870		—		1,870
Other investments		245		47		292

	$	35,880	$	3,173	$	39,053

Pooled equity and fixed income funds, common stock, and cash management funds: Pooled equity and fixed income funds, domestic and international common stocks, and cash management funds are valued by obtaining quoted prices on recognized and highly liquid exchanges.

U.S. government securities: U.S. government treasury and agency securities are valued based upon the closing price reported in the active market in which the security is traded. U.S. government agency and corporate asset- backed securities may utilize models, such as a matrix pricing model, that incorporates other observable inputs such as cash flow, security structure, or market information, when broker/dealer quotes are not available.

An administrative committee consisting of certain senior management employees administers the Company's defined benefit pension plans. The pension plan assets are allocated among approved asset types based on asset allocation guidelines and investment and risk-management guidelines set by the administrative committee, and subject to liquidity requirements of the plans. The administrative committee has set the following asset mix guidelines: equity securities 40% to 80%; debt securities 20% to 60%; international securities 0% to 10%; and cash or equivalents 0% to 10%.

The Company expects to contribute $2.5 million to its defined benefit pension plans in 2012. Estimated future benefit payments are as follows (in thousands):


2012	$	4,153
2013		4,153
2014		4,140
2015		4,174
2016		4,276
2017 - 2021		21,981

The Company's cessation of its pineapple operations at the end of 2009 and the corresponding reduction in the active participant count for the Bargaining Plan triggered the requirement that the Company provide security to the Pension Benefits Guaranty Corporation (PBGC) of approximately $5.2 million to support the unfunded liabilities of the Bargaining Plan. In April 2011, the Company executed a settlement agreement with the PBGC and pledged security of approximately 1,400 acres in West Maui that will be released in five years if the Company does not otherwise default on the

Table of Contents

agreement. The Company was advised in October 2011 that the cessation of its golf operations and the corresponding reduction in the active participant count for the Bargaining Plan and the Pension Plan for Non-Bargaining Unit Employees has triggered the requirement that the Company provide additional security to the PBGC of approximately $18.7 million to support the unfunded liabilities of the two pension plans or to make contributions to the plans in excess of the minimum required amounts. The Company is currently working with the PBGC to reach an agreement as to the amount of the contributions that will be made and/or the form and amount of collateral that will be provided to the PBGC in connection with the unfunded liabilities.

The Company has investment and savings plans that allow eligible employees on a voluntary basis to make pre-tax contributions of their cash compensation. Substantially all employees are eligible to participate in one or more plans. No Company contributions were made to these plans in 2011 or 2010.

On October 1, 1998, deferred compensation plans that provided for specified payments after retirement for certain management employees were amended to eliminate future benefits. At the termination date, these employees were given credit for existing years of service and the future vesting of additional benefits was discontinued. The present value of the benefits to be paid is being accrued over the period of active employment. As of December 31, 2011 and 2010, deferred compensation plan liabilities totaled $697,000 and $867,000, respectively.

10. SHARE-BASED COMPENSATION

The Company accounts for share-based compensation arrangements, including grants of employee stock options, as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized. Excess tax benefits are reported as a financing cash inflow rather than as a reduction of taxes paid.

The total compensation expense recognized for share-based compensation was $646,000 and $735,000 for 2011 and 2010, respectively. There was no tax benefit or expense related thereto. Recognized share-based compensation was reduced for estimated forfeitures prior to vesting based primarily on historical annual forfeiture rates of approximately 3.5% and 4.0%, for 2011 and 2010, respectively. Estimated forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances.

Stock Options

In May 2006, the Company's shareholders approved the 2006 Equity and Incentive Award Plan (the "2006 Plan") and an increase in the number of shares of common stock authorized under the Articles of Association by 1,000,000 shares, all of which have been reserved for issuance under the 2006 Plan. The 2006 Plan provides that the administrator can grant stock options and other equity instruments. The terms of certain grant types follow general guidelines, but the term and conditions of each award can vary at the discretion of the administrator. With respect to awards granted to non-employee directors, the administrator of the 2006 Plan is the Board of Directors. The Compensation Committee of the Board is the administrator of the 2006 Plan for all other persons, unless the Board assumes authority for administration.

Table of Contents

A summary of stock option award activity as of and for the year ended December 31, 2011 is presented below:

			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value			Aggregate Intrinsic Value $(000)(1)

Outstanding at December 31, 2010	144,000		$	27.95
Forfeited or Cancelled	(57,500	)	$	33.78	$	13.45

Outstanding at December 31, 2011	86,500		$	24.08	$	8.83	4.7	$	—

Exercisable at December 31, 2011	68,500		$	28.06	$	10.04	4.1	$	—

Expected to Vest at December 31, 2011(2)	12,913		$	8.93	$	3.94	7.0	$	—

(1): For in the money options
(2): Options expected to vest reflect estimated forfeitures.

There were no stock option awards granted in 2011 or 2010. The fair value of stock options vested in 2011 and 2010 was $129,000 and $358,000, respectively.

As of December 31, 2011, there was $64,000 of total unrecognized compensation for awards granted under the stock options plans that is expected to be recognized over a weighted average period of 1.3 years.

Restricted Stock

In 2011, 120,304 restricted shares that vest as service requirements are met were granted to management employees and the Company's Board of Directors, and 92,289 shares of restricted stock vested as directors' and management service requirements were met. In 2010, 3,000 shares of restricted stock that vest as service requirements were met were granted to certain directors; and 47,972 shares of restricted stock vested as directors' and management service requirements were met. All restricted shares granted in 2011 and 2010 were granted under the 2006 Plan. The weighted average grant-date fair value of restricted stock granted during 2011 and 2010 was $5.37 and $4.98 per share, respectively.

A summary of the activity for nonvested restricted stock awards as of and for the year ended December 31, 2011 is presented below:

			Weighted Average Grant-Date Fair Value

Nonvested balance at December 31, 2010	235,550		$	10.34
Granted	120,304		$	5.37
Vested	(92,289	)	$	6.45
Forfeited or Cancelled	(44,636	)	$	11.44

Nonvested balance at December 31, 2011	218,929		$	8.92

11. RELATED PARTY TRANSACTIONS

The Company has a 51% ownership interest in Bay Holdings, the owner and developer of The Residences at Kapalua Bay. The other members of Bay Holdings, through wholly owned affiliates, are Marriott, which owns a 34% interest in Bay Holdings, and ER which owns the remaining 15% interest

Table of Contents

in Bay Holdings. Stephen M. Case, who is a director and a 63% shareholder of the Company as of March 2012, is the Chairman, Chief Executive Officer, and indirect beneficial owner of Revolution LLC, which is the indirect majority owner of ER, and thus Mr. Case may be deemed to have a beneficial interest in Bay Holdings. Mr. Case held approximately 41% of the Company's outstanding shares at the time of the Company's $40 million rights offering in 2010 and purchased approximately 8.3 million shares in the rights offering (Note 5).

12. INCOME TAXES

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In 2011, tax liability and accrued interest on uncertain tax positions was reduced by $326,000 and $353,000, respectively, because of expiration of statutes of limitations and a correction related to prior years (Note 15). As of December 31, 2011, total accrued interest for uncertain income tax positions was $830,000.

The Company recognizes interest accrued related to unrecognized tax benefits as interest expense and penalties in general and administrative expense in its consolidated statement of operations and such amounts are included in income taxes payable on the Company's consolidated balance sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2011			2010

	(in thousands)
Balance at beginning of year	$	952		$	899
Adjustments for tax provisions of prior years		(211	)		53
Expiration of statutes of limitations		(115	)		—

Balance at end of year	$	626		$	952

At December 31, 2011 there were no unrecognized tax benefits for which the liability for such taxes was recognized as deferred tax liabilities because such unrecognized revenue items have reversed. At December 31, 2011 and 2010, there were $232,000 and $558,000 of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The components of the income tax benefit for 2011 and 2010 were as follows:

	2011			2010

	(in thousands)
Current
Federal	$	(134	)	$	(283	)
State		—			32

Total		(134	)		(251	)

Income tax benefit—continuing operations	$	(134	)	$	(251	)

Table of Contents

Reconciliations between the total income tax benefit and the amount computed using the statutory federal rate of 35% was as follows:

	2011			2010

	(in thousands)
Federal income tax benefit at statutory rate	$	(3,389	)	$	(4,087	)
Adjusted for:
Valuation allowance		3,871			4,014
Provision for uncertain tax positions		(134	)		53
Permanent differences and other		(482	)		(231	)

Income tax benefit—continuing operations	$	(134	)	$	(251	)

Deferred tax assets (liabilities) were comprised of the following temporary differences as of December 31, 2011 and 2010:

	2011			2010

	(in thousands)
Net operating loss and tax credit carryforwards	$	35,917		$	28,479
Joint venture and other investments		11,242			12,839
Accrued retirement benefits		9,448			7,962
Property net book value		4,168			11,083
Deferred revenue		1,358			761
Stock compensation		253			3,302
PGC deferred credit		—			2,035
Reserves and other		1,385			1,523

Total deferred tax assets		63,771			67,984
Valuation Allowance		(61,386	)		(65,241	)

Deferred condemnation proceeds		(2,385	)		(2,562	)
Other		—			(181	)

Total deferred tax liabilities		(2,385	)		(2,743	)

Net deferred tax assets (liabilities)	$	—		$	—

Valuation allowances have been established to reduce future tax benefits expected to be realized. The Company had $74.4 million in federal net operating loss carry forwards at December 31, 2011, that expire from 2028 through 2031. Net operating loss for state income tax purposes that expire from 2028 through 2031 totaled $88.3 million at December 31, 2011. The Company's federal income tax returns for 2005 through 2008 are currently under examination and the Internal Revenue Service has proposed approximately $14.3 million of additional taxable income. The Company disagrees with approximately $13.9 million of the proposed adjustments and intends to continue to defend its positions.

13. SEGMENT INFORMATION

In 2011, the Company revised its operating segments to reflect the September 2011 discontinuation of retail operations, the March 2011 discontinuation of golf operations and the Company's increased emphasis on real estate, leasing, utilities and resort amenities operations. The reportable operating segment presentation adopted is consistent with how the Company's chief operating decision maker determines the allocation of resources. Reportable segments are as follows:

•: Real Estate includes the development and sale of real estate inventory and the operations of Kapalua Realty Company, a general brokerage real estate company located within the Kapalua Resort.

Table of Contents

•: Leasing primarily includes revenues and expense from real property leasing activities, license fees and royalties for the use of certain of the Company's trademarks and brand names by third parties, and the cost of maintaining the Company's real estate assets, including conservation activities.
•: Utilities primarily include the operations of Kapalua Water Company and Kapalua Waste Treatment Company, the Company's water and sewage transmission operations (regulated by the Hawaii Public Utilities Commission) servicing the Kapalua Resort. The operating segment also includes the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas.
•: Resort Amenities includes a spa, beach club and a membership program that provides certain benefits and privileges within the Kapalua Resort for its members.

The accounting policies of the segments are the same as those described in Summary of Significant Accounting Policies, Note 1.

The financial information for each of the Company's reportable segments for 2011 and 2010 follows (in thousands):

	Real Estate			Leasing			Utilities			Resort Amenities			Other(6)			Consolidated

2011
Operating revenues(1)	$	1,070		$	5,144		$	3,418		$	3,854		$	1,056		$	14,542
Operating loss(2)		(661	)		(1,000	)		(319	)		(803	)		(4,499	)	$	(7,282	)
Interest expense, net																	(2,402	)

Loss from continuing operations before income tax benefit																$	(9,684	)

Depreciation expense		313			1,535			459			23			1,060			3,390
Capital expenditures(3)		89			487			6			—			244			826
Assets relating to continuing operations(4)		10,844			38,744			6,977			1,138			3,873			61,576
Other assets(5)																	2,496

																$	64,072

2010
Operating revenues(1)	$	9,311		$	4,994		$	3,254		$	3,583		$	1,913		$	23,055
Operating profit (loss)(2)		3,416			(1,137	)		(127	)		(108	)		(6,373	)	$	(4,329	)
Interest expense, net																	(7,347	)

Loss from continuing operations before income tax benefit																$	(11,676	)

Depreciation expense		336			1,685			492			23			2,242			4,778
Capital expenditures(3)		556			86									4,054			4,696
Assets relating to continuing operations(4)		11,059			41,518			7,571			1,172			5,751			67,071
Other assets(5)																	23,334

																$	90,405

(1): Amounts are principally revenues from external customers and exclude equity in earnings of affiliates and interest income. Intersegment revenues were insignificant.
(2): "Operating profit (loss)" is total operating revenues, less operating costs and expenses (excludes interest income, interest expense and income taxes).

Table of Contents

(3): Primarily includes expenditures for property and deferred costs.
(4): "Segment assets" are located in the United States.
(5): Consists primarily of assets held for sale and assets related to discontinued operations.
(6): Consists primarily of miscellaneous transactions and unallocated general, administrative, marketing, pension and other post-retirement benefit expenses. Other assets are primarily information technology assets and assets at the Kapalua Resort that are not used directly in any operating segment.

14. COMMITMENTS AND CONTINGENCIES

Ladies Professional Golf Association (LPGA)

The Company had a contractual obligation to the LPGA to sponsor an annual golf tournament for five years beginning in October 2008. The cost of such a tournament, including the production and the purse were significant and the Company was seeking a title sponsor to defray part of the cost. In June 2009, the Company announced that due to a lack of a title sponsor, it would be unable to hold the 2009 LPGA event that was scheduled for October. This resulted in a dispute with the LPGA, which was contractually required to be settled by mediation. In consideration for the suspension of the mediation proceedings, the Company paid the LPGA $700,000 in 2010 and $700,000 in February 2011. In January 2012, the Company and the LPGA agreed that the Company would pay an additional $1.0 million to the LPGA in 2012 in settlement of all claims and the Company has accrued for this settlement amount as of December 31, 2011, which is included in accrued contract terminations in the consolidated balance sheet.

Discontinued Operations

On April 19, 2011, a lawsuit was filed against the Company's wholly owned subsidiary, Maui Pineapple Company, Ltd., and several other Hawaii based farmers by the EEOC. The lawsuit was filed in the United States District Court, District of Hawaii, pursuant to Civil Action No. 11-00257. The lawsuit alleges unlawful employment practices on the basis of national origin and race discrimination, harassment and retaliation and seeks injunctive relief, unspecified compensatory and punitive damages and other relief. The Company believes it has not been involved in any wrongdoing, disagrees with the charges and plans to vigorously defend itself. The Company is presently unable to reasonably estimate the amount of probable liability, if any, related to this matter and, accordingly, has made no provision in the accompanying consolidated financial statements.

Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers have agreed that until December 1, 2039, they will pay for 90% of the capital costs to install filtration systems in any future water wells if the presence of a nematocide, commonly known as DBCP, exceeds specified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. The Company estimated its share of the cost to operate and maintain the filtration systems for the existing wells, and its share of the cost of a letter of credit used to secure its obligations, and through December 31, 2011 has recorded a liability of $516,000 of which $390,000 has been paid. The Company is presently not aware of any plans by the County of Maui to install other filtration systems or to drill any water wells in areas affected by agricultural chemicals. Accordingly, a reserve for costs relating to any future wells has not been recorded because the Company is not able to reasonably estimate the amount of liability, if any.

Investments in Affiliates

Pursuant to a previous agreement, the Company agreed to purchase from Kapalua Bay the Amenities that were completed in 2009 at the actual construction cost of approximately $35 million. Through December 31, 2010, Bay Holdings recorded impairment charges in its consolidated financial

Table of Contents

statements (Note 3) of approximately $23 million related to the Amenities. The Company is currently in discussion with the other members of Bay Holdings and the lenders to negotiate the terms of the purchase and sale. No provision has been recorded in the accompanying consolidated financial statements with respect to the Company's executory contract to purchase the Amenities. If the Amenities are subsequently acquired, they will be evaluated for impairment.

Pursuant to loan agreements related to certain equity investments, the Company and the other members of the respective joint ventures have guaranteed to lenders each investors' pro rata share of costs and losses that may be incurred by the lender as a result of the occurrence of specified triggering events. These guarantees do not include full payment of the loans. At December 31, 2011, the Company has recognized the estimated fair value of its obligations under these agreements (Note 3).

Other

In February 2010, the Company received notification from the Internal Revenue Service proposing changes to the Company's employment tax withholdings. The Company currently does not expect the ultimate resolution of the matter to be material and has recorded an amount as the low end of the range of its potential exposure.

In addition to the matters noted above, there are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, the resolution of these other matters is not expected to have a material adverse effect on the Company's financial position or results of operations.

15. CORRECTION TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's consolidated financial statements for the years ended December 31, 2010 and 2009, the Company concluded that its liability for refundable deposits due to its Kapalua Club members was understated by approximately $1,506,000 as of December 31, 2010 and 2009. This understatement originated from initiation dues received for memberships issued in years prior to 2009 for which the refundable portion was not recorded as a liability. In addition, the Company concluded that the estimated interest on uncertain tax positions was overstated by approximately $571,000 as of December 31, 2010 and 2009 because of net operating losses available to be carried back from 2008 and 2009 to earlier years. As a result, the accompanying consolidated statement of stockholders' deficiency for the year ended December 31, 2010 and the accompanying consolidated balance sheet as of December 31, 2010 have been corrected as follows:

	As Previously Reported			Adjustments			As Corrected

	(in thousands)
Consolidated Statement of Stockholders' Deficiency
Accumulated Deficit, January 1, 2010	$	(116,723	)	$	(935	)	$	(117,658	)
Consolidated Balance Sheet, December 31, 2010
Income taxes payable	$	4,016		$	(571	)	$	3,445
Total Current Liabilities		44,143			(571	)		43,572
Other noncurrent liabilities		2,758			1,506			4,264
Total Long-Term Liabilities		70,507			1,506			72,013
Accumulated deficit		(91,971	)		(935	)		(92,906	)
Stockholders' Deficiency		(24,245	)		(935	)		(25,180	)

Management does not consider the foregoing corrections to be material.

Table of Contents

SCHEDULE II

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

DESCRIPTION	BALANCE AT BEGINNING OF PERIOD		ADDITIONS (DEDUCTIONS) TO COSTS AND EXPENSES			ADDITIONS (DEDUCTIONS) TO OTHER ACCOUNTS		DEDUCTIONS		BALANCE AT END OF PERIOD

	(in thousands)
Allowance for Doubtful Accounts
2011	$	460	$	34		$	56	$	(31)(a)	$	519
2010	$	452	$	388		$	52	$	(432)(a)	$	460
Reserve for Environmental Liability
2011	$	1,187	$	4		$	—	$	(325)(b)	$	866
2010	$	1,049	$	(415	)	$	644	$	(91)(b)	$	1,187

(a): Write off of uncollectible accounts
(b): Payments

Table of Contents

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2011. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act 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 principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2011, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company's principal executive and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting includes those policies and procedures that:

•: Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•: Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and
•: Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Table of Contents

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its assessments, management believes that, as of December 31, 2011, the Company's internal control over financial reporting is effective.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in the Company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information set forth under "—Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011, is incorporated herein by reference. Certain information concerning our executive officers is contained in Item 1 of this annual report.

Code of Ethics

Our Board of Directors approved the Amended and Restated Code of Ethics in March 2008. The Code of Ethics is applicable to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and all other employees of the Company. The Code of Ethics is intended to qualify as a "code of ethics" for purposes of Item 406(b) of Regulation S-K. The Code of Ethics is posted on our website at http://mauiland.com/investor.shtml. We will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, any applicable provision (related to elements listed under Item 406(b) of Regulation S-K) of the Code of Ethics by posting such information on our website.

Item 11. EXECUTIVE COMPENSATION

The information set forth under "Executive Compensation," and "—Director Compensation" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011, is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under "Security Ownership of Certain Beneficial Owners" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011, is incorporated herein by reference, which is set forth below.

Table of Contents

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides summary information as of December 31, 2011, for our equity compensation plans:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)		(b)		(c)
Equity compensation plans approved by security holders		305,429	$	24.08		399,801

With the exception of the information regarding securities authorized for issuance under our equity compensation plans set forth above, the information required by this Item 12 is incorporated herein by reference to the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth under "Certain Relationship and Related Transactions," and "—Director Independence" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011, is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information set forth under "Independent Registered Public Accounting Firm" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed no later than 120 days after the close of our fiscal year ended December 31, 2011, is incorporated herein by reference.

Table of Contents

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a)1. Financial Statements

The following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firm are included in Item 8 of this annual report:

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2011 and 2010

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Stockholders' Deficiency for the Years Ended December 31, 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010

Notes to Consolidated Financial Statements

(a)2. Financial Statement Schedule

The following Financial Statement Schedule of Maui Land & Pineapple Company, Inc. and subsidiaries is included in Item 8 of this annual report:

II. Valuation and Qualifying Accounts for the Years Ended December 31, 2011 and 2010.

(a)3. Exhibits



3.1		Restated Articles of Association, as of May 13, 2010 (filed as Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2010, filed August 4, 2010, and incorporated herein by reference).

3.2	*	Bylaws (Amended as of February 17, 2012).

10.1		Loan Agreement by and between American AgCredit, FLCA and Maui Land & Pineapple Company, Inc., entered into as of December 22, 2010 (filed as exhibit 10.23 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 and incorporated heein by reference).

10.2		Fee and Leasehold Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing, entered into on November 15, 2007 (filed as Exhibit 10.2 to Form 8-K, filed November 19, 2007 and incorporated herein by reference).

10.3		Amended and Restated Credit Agreement, dated as of October 9, 2009, by and among Maui Land & Pineapple Company, Inc., and each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as Administrative Agent (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2009, filed November 3, 2009 and incorporated herein by reference).

10.4		First Modification Agreement dated as of September 17, 2010, entered into by and among Maui Land & Pineapple Company, Inc., and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2010, filed November 2, 2010 and incorporated herein by reference).

Table of Contents



10.5		Second Modification Agreement and Waiver dated as of December 22, 2010, entered into by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank, National Association (filed as exhibit 10.21 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 and incorporated herein by reference).

10.6		Third Modification Agreement and Waiver dated as of February 23, 2011, entered into by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank, National Association (filed as exhibit 10.22 to Form 10-K for the year ended December 31, 2010, filed March 14, 2011 and incorporated herein by reference).

10.7		Fourth Modification Agreement dated as of August 1, 2011, entered into by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2011, filed November 3, 2011 and incorporated herein by reference).

10.8	†	Supplemental Executive Retirement Plan (effective as of January 1, 1988) (filed as Exhibit (10)B to Form 10-K for the year ended December 31, 1988 (SEC File No. 001-06510), and incorporated herein by reference).

10.9	†	Maui Land & Pineapple Company, Inc. 2003 Stock and Incentive Compensation Plan (incorporated by reference to Appendix B of the Definitive Proxy Statement on Schedule 14A filed on November 10, 2003 (SEC File No. 001-06510)).

10.10	†	Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (incorporated by reference to Appendix B of the Definitive Proxy Statement on Schedule 14A filed on March 27, 2006 (SEC File No. 001-06510)).

10.11	†	Form of Stock Option Grant Notice and Form of Stock Option Agreement, pursuant to the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (filed as Exhibit 10.9 to Form 10-Q for the quarter ended June 30, 2006, filed August 8, 2006 (SEC File No. 001-06510), and incorporated herein by reference).

10.12	†	Form of Restricted Stock Award Grant Notice and Form of Restricted Stock Award Agreement, pursuant to the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (filed as Exhibit 10.10 to Form 10-Q for the quarter ended June 30, 2006, filed August 8, 2006 (SEC File No. 001-06510), and incorporated herein by reference).

10.13		Limited Liability Company Agreement of Kapalua Bay Holdings, LLC, dated August 31, 2004 (filed as Exhibit 10(A) to Form 10-Q for the quarter ended September 30, 2004, filed November 12, 2004 (SEC File No. 001-06510), and incorporated herein by reference).

10.14		Fee and Leasehold Mortgage, Security Agreement and Fixture Filing made by Kapalua Bay, LLC in favor of Lehman Brothers Holdings, Inc. (filed as Exhibit 10.2 to Form 8-K filed July 20, 2006 (SEC File No. 001-06510) and incorporated herein by reference).

10.15		Completion Guaranty made by Maui Land & Pineapple Company, Inc., The Ritz-Carlton Development Company, Inc. and Exclusive Resorts Development Company, LLC in favor of Lehman Brothers Holdings, Inc. (filed as Exhibit 10.4 to Form 8-K filed July 20, 2006 (SEC File No. 001-06510) and incorporated herein by reference).

10.16		Recourse Guaranty made by Maui Land & Pineapple Company, Inc., The Ritz-Carlton Development Company, Inc. and Exclusive Resorts Development Company, LLC in favor of Lehman Brothers Holdings, Inc. (filed as Exhibit 10.5 to Form 8-K filed July 20, 2006 (SEC File No. 001-06510) and incorporated herein by reference).

Table of Contents



10.17		Amended and Restated Construction Loan Agreement, dated as of February 11, 2009, by and among Kapalua Bay, LLC, Lehman Brothers Holdings Inc., Central Pacific Bank, Landesbank Baden-Württemberg, Deutsche Hypothekenbank, Swedbank AB, New York Branch, and MH Kapalua Venture, LLC (filed as Exhibit 10.55 to Form 10-K for the year ended December 31, 2008, filed March 31, 2009 and incorporated herein by reference).

10.18		Master Assignment and Assumption and Modification Agreement, dated as of February 11, 2009, by and among Kapalua Bay, LLC, Lehman Brothers Holdings Inc., Central Pacific Bank, Landesbank Baden-Württemberg, Deutsche Hypothekenbank, Swedbank AB, New York Branch, and MH Kapalua Venture, LLC (filed as Exhibit 10.56 to Form 10-K for the year ended December 31, 2008, filed March 31, 2009 and incorporated herein by reference).

10.19		Second Omnibus Amendment to Construction Loan Documents, dated as of February 11, 2009, by and among Kapalua Bay, LLC, Lehman Brothers Holdings Inc., Central Pacific Bank, Landesbank Baden-Württemberg, Deutsche Hypothekenbank, Swedbank AB, New York Branch, and MH Kapalua Venture, LLC (filed as Exhibit 10.57 to Form 10-K for the year ended December 31, 2008, filed March 31, 2009 and incorporated herein by reference).

10.20	±	Sale, Purchase and Lease Termination Agreement, entered into on March 28, 2007 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007 and incorporated herein by reference).

10.21	±	Second Amended and Restated Limited Liability Company Agreement of W2005 Kapalua/Gengate Hotel Holdings L.L.C., entered into on March 28, 2007 (filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007 and incorporated herein by reference).

10.22	*	Settlement Agreement entered into on April 19, 2011, by andbetween Maui Land & Pineapple Company, Inc. and the Pension Benefit Guaranty Corporation.

10.23	*	Mortgage, Security Agreement, Assignment of Rents, Fixture Filing and Financing Statement effective April 19, 2011.

10.24		Kapalua Bay Course Sale, Purchase and Escrow Agreement dated September 16, 2010 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2010, filed November 2, 2010 and incorporated herein by reference).

10.25		Bay Golf Course Lease made and entered into effective September 30, 2010 (filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2010, filed November 2, 2010 and incorporated herein by reference).

10.26		Golf Academy Lease, made and entered into effective October 1, 2010 (filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2010, filed November 2, 2010 and incorporated herein by reference).

10.27		Settlement Agreement and Release of All Claims (Board of Water Supply of the County of Maui vs. Shell Oil Company, et al.) (filed as Exhibit 10.5(i) to Form 10-K for the year ended December 31, 1999 (SEC File No. 001-06510), filed March 24, 2000 and incorporated herein by reference).

10.28		Form of Convertible Note Purchase Agreement (filed as Exhibit 10.1 to Form 8-K dated June 22, 2010, filed June 22, 2010 and incorporated herein by reference).

21.	*	Subsidiaries of Maui Land & Pineapple Company, Inc.

Table of Contents



23.1	*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated March 2, 2012.

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

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

32.1	**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	***	XBRL Instance Document

101.SCH	***	XBRL Taxonomy Extension Schema Document

101.CAL	***	XBRL Taxonomy Extension Calculation document

101.DEF	***	XBRL Taxonomy Extension Definition Linkbase

101.LAB	***	XBRL Taxonomy Extension labels Linkbase Document

101.PRE	***	XBRL Taxonomy Extension Presentation Link Document

*: This document is being "filed" herewith.
**: This certification shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
***: The XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
†: This document represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(c) of Form 10-K.
±: Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24-b-2 of the Securities Exchange Act of 1934, as amended. The omitted material has been separately filed with the Securities and Exchange Commission.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2012


		MAUI LAND & PINEAPPLE COMPANY, INC.
		By:		/s/ WARREN H. HARUKI Warren H. Haruki Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


By	/s/ WARREN H. HARUKI Warren H. Haruki, Chairman of the Board &	Date March 2, 2012
	Chief Executive Officer (Principal Executive Officer)
By	/s/ STEPHEN M. CASE Stephen M. Case, Director	Date March 2, 2012
By	/s/ DAVID A. HEENAN David A. Heenan, Director	Date March 2, 2012
By	/s/ KENT T. LUCIEN Kent T. Lucien, Director	Date March 2, 2012
By	/s/ DUNCANMACNAUGHTON Duncan MacNaughton, Director	Date March 2, 2012
By	/s/ ARTHUR C. TOKIN Arthur C. Tokin, Director	Date March 2, 2012
By	/s/ TIM T. ESAKI Tim T. Esaki, Chief Financial Officer (Principal	Date March 2, 2012
	Financial Officer)
By	/s/ ADELE H. SUMIDA Adele H. Sumida, Controller & Secretary	Date March 2, 2012
	(Principal Accounting Officer)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 3.2

AMENDED BYLAWS
OF
MAUI LAND & PINEAPPLE COMPANY, INC.
(AS OF FEBRUARY 17, 2012)

ARTICLE I
PRINCIPAL OFFICE; SEAL

SECTION 1. Principal Office. The principal office of the Company shall be in Kahului, Maui, Hawaii; there may be such subordinate or branch offices in such place or places within Hawaii or elsewhere as may be considered necessary or requisite by the Board of Directors to transact the business of the corporation, such subordinate or branch offices to be in charge of such person or persons as may be appointed by the Board of Directors.

SECTION 2. Seal. The corporation shall have a corporate seal (and one or more duplicates thereof) of such form and device as the Board of Directors shall determine.

ARTICLE II
STOCKHOLDERS

SECTION 1. Annual Meetings. The annual meeting of the stockholders of the corporation shall be held on such day during the first six months following the end of the fiscal year of the corporation or calendar year if the same be used as the accounting period of the corporation as the Board of Directors or the President may determine. The annual meeting shall be a general meeting and at such meeting any business within the powers of the corporation may be transacted without special notice of such business, except as may be required by law, by the Articles of Association, or by these Bylaws (including without limitation Section 7 of this Article II). To the extent permitted by law, meetings of stockholders may be held at such place within or without the State of Hawaii.

SECTION 2. Special Meetings. Special meetings of the stockholders may be held at any time. Such meetings shall be held upon the call of the President or of any two directors or of the holders of not less than one-fourth of the capital stock of the Company issued and outstanding and entitled to vote at such special meeting. At any special meeting, only such business shall be transacted as is specified in the notice given of such meeting.

SECTION 3. Notices of Meetings. Notices of every meeting of stockholders, whether annual or special, shall state the place, day and hour of the meeting, whether it is annual or special, and in the case of any meeting shall state briefly the business proposed to be transacted thereat. Such notice shall be given by mailing a written or printed copy thereof, postage prepaid, in the case of an annual meeting at least twenty days before the date assigned for the meeting, and in the case of a special meeting at least twenty days before the date assigned for the meeting, to each stockholder entitled to vote at such meeting at his address as it appears on the transfer books of the corporation. Upon notice being given in accordance with the provisions hereof, the failure of any stockholder to receive actual notice of any meeting shall not in any way invalidate the meeting or the proceedings thereat.

SECTION 4. Quorum. At all meetings of stockholders the presence in person or by proxy of stockholders owning a majority of all of the shares of stock issued and outstanding and entitled to vote at said meeting shall constitute a quorum, and the action of the holders of a majority of the shares of stock present or represented at any meeting at which a quorum is present shall be valid and binding upon the corporation and its stockholders, except as otherwise provided by law, by the Articles of Association or by these Bylaws. Once a quorum is established at a meeting, it shall not be broken by the absence or withdrawal of one or more stockholders before the meeting is adjourned.

SECTION 5. Voting, Proxies .

(a) At any meeting of the stockholders, each stockholder, except where otherwise provided by the clauses and terms applicable to the stock held by such stockholder, shall be entitled to vote in person or by proxy and shall have one vote for each share of voting stock registered in his name at the close of business on the day preceding the date of such meeting or on such record date as may be fixed by the Board of Directors. In the case of an adjourned meeting, unless otherwise provided by the Board of Directors, the record date for the purpose of voting at such adjourned meeting shall be the day preceding the date of the adjourned meeting. When voting stock is transferred into the name of a pledgee under a pledge agreement, the pledgor shall have the right to vote such stock unless prior to the meeting the pledgee or his authorized representative shall file with the Secretary written authorization from the pledgor authorizing such pledgee to vote such stock. An executor, administrator, guardian or trustee may vote stock of the corporation held by him in such capacity at all meetings, in person or by proxy, whether or not such stock shall have been transferred into his name on the books of the corporation, but if such stock shall not have been so transferred he shall, if requested as a prerequisite to so voting, file with the Secretary a certified copy of his letters of appointment as such executor, administrator or guardian, or evidence of his appointment or authority as such trustee. If there be two or more executors, administrators, guardians or trustees, all or a majority of them may vote the stock in person or by proxy. Stock held in the names of two or more persons as tenants in common or joint tenants may be voted by any one of them unless protested by the other or others. The survivor(s) of a joint tenancy or tenants by the entirety may vote such stock without the necessity of indicating such survivorship.

(b) The instrument appointing a proxy shall be in writing, signed by the appointer or his duly authorized agent in handwriting or by rubber stamp, and filed with the Secretary. A proxy that is regular on its face and apparently executed by the stockholder entitled to vote (including a proxy with an illegible signature) shall be presumed to be authentic and genuine, unless the corporation shall receive evidence to the contrary. Proxies for stock owned by two or more persons named as tenants in common or as joint tenants shall be valid if signed by one or two persons. Proxies for stock in the name of corporations, partnerships, nominees or brokers shall be valid if signed with the name of the corporation, partnership, nominee or broker, either in handwriting or by rubber stamp and without requiring the signature of an officer or agent. Minor variations between signatures and the name of the appointer as it appears upon the stock books of the corporation or, in the case of a corporation, failure to affix the corporate seal, shall not invalidate the proxy. If a proxy is appointed by cable, telegram, telex, radiogram or other electronic message, the typewritten signature of the appointer shall be sufficient for a valid proxy. A proxy executed by a third party as agent or attorney-in-fact for a stockholder shall be presumed valid unless the corporation should receive evidence to the contrary. A proxy executed by a married woman shall be presumed to be authentic and genuine if the corporation's record of stock ownership shows such stock in her maiden name and if there is a connecting feature in the execution and signature. Unless expressly limited by its terms, every instrument appointing a proxy shall continue in full force and effect until a written revocation thereof shall be filed with the Secretary.

SECTION 6. Adjournment. Any meeting of stockholders, whether annual or special, and whether a quorum be present or not, may be adjourned from time to time by the Chairman thereof with the consent of the holders of a majority of all of the shares of stock present or represented at such meeting and entitled to vote thereat without notice other than the announcement at such meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting as originally called and noticed.

SECTION 7. Action at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders other than business that is either (a) specified in the notice of meeting (or any

supplement thereto) given by or at the direction of the Board of Directors; (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors; or (c) otherwise properly brought before the annual meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 7 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 7.

In addition to any other applicable requirements for business properly to be brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Chairman of the Board, if any, the President or the Secretary of the corporation.

To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10 ^th ) day following the day on which the notice of the annual meeting is first mailed by the corporation or on which the corporation makes public disclosure of the date of the annual meeting, whichever first occurs; and provided further that, in the case of the 1999 annual meeting of stockholders, any such notice shall be timely if received by the close of business on the later of (i) the tenth (10 ^th ) day following the date on which the corporation's proxy statement for the 1999 annual meeting is first mailed to stockholders or (ii) April 12, 1999.

To be in proper written form, a stockholder's notice must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the corporation that are owned by such stockholder (x) beneficially and (y) of record, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 7, provided, however, that once business has been brought properly before the annual meeting in accordance with such procedures, nothing in this Section 7 shall be deemed to preclude discussion by any stockholder of any such business.

The business transacted at any special meeting of stockholders shall be confined to the business stated in the notice of meeting.

Notwithstanding the foregoing provisions of this Section 7, a stockholder also shall comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, with respect to the matters set forth in this Section 7. Nothing in this Section 7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. Number and Term of Office; Qualifications.

(a) The Board of Directors shall consist of six (6) members. Each director shall hold office until the next annual meeting and thereafter until his successor is duly elected or appointed and qualified.

(b) To the extent required by law, not less than one member of the Board of Directors shall be a resident of the State of Hawaii. Whenever for any reason not less than one member of the Board of Directors is a resident of the State of Hawaii, the Board shall have no power to act in any manner, except the power to act under Section 6 of this Article to have at least one member as a resident of the State of Hawaii.

(c) No person shall be eligible to be elected as a director who has attained his seventieth (70 ^th ) birthday at the time of election, but the directors of a corporation may create exceptions to this requirement by resolution, including but not limited to "Directors Emeritus." The Board of Directors may, at any meeting, appoint one or more "Directors Emeritus" in recognition of the past contributions of such persons or their spouses to the corporation or for other appropriate reasons. A Director Emeritus will be eligible to attend all meetings of the Board of Directors, to have his or her expenses paid and to receive meeting fees (though not any annual retainer), but shall not be eligible to vote and shall not be counted as part of the quorum at any such meeting.

(d) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders or at any special meeting of stockholders called for the purpose of electing directors (a) by or on behalf of the Board of Directors or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 1(d) and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 1(d).

In addition to any other applicable requirements for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Chairman of the Board, if any, the President or the Secretary of the corporation.

To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation (i) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders, provided, however, that in the event the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which the notice of the annual meeting is first mailed by the corporation or on which the corporation makes public disclosure of the date of the annual meeting, whichever first occurs; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which a notice of the date of the special meeting is first mailed by the corporation or on which the corporation makes public disclosure of the date of the special meeting, whichever first occurs. Notwithstanding the preceding sentence, a stockholder's notice concerning nominations of directors to be elected at the 1999 annual meeting shall be timely if received by the close of business on the later of (i) the tenth day following the date on which the corporation's proxy statement for the 1999 annual meeting is first mailed to stockholders or (ii) April 12, 1999.

To be in proper written form, a stockholder's notice must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class

or series and number of shares of capital stock of the corporation that are owned by the person (x) beneficially and (y) of record, and (d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (a) the name and record address of such stockholder, (b) the class or series and number of shares of capital stock of the corporation that are owned by such stockholder (x) beneficially and (y) of record, (c) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (d) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (e) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 1(d), and unless such person satisfies (if applicable) the requirements of Section 1(e) of this Article III.

(e) No person shall be eligible for election as a director if his or her election would cause the Company to have insufficient "independent directors" within the meaning of Section 121 of the Company Guide of the American Stock Exchange (or any successor provision) to meet the requirements of that Section (or any successor provision).

SECTION 2. Removal of Directors. Any director may be removed from office with or without cause at any time and another person may be elected in his place to serve for the remainder of his term at any special meeting of stockholders called for that purpose by the affirmative vote of the holders of a majority of all of the shares of capital stock of the corporation outstanding and entitled to vote. In case any vacancy so created shall not be filled by the stockholders at such meeting, such vacancy shall be filled by the Board of Directors.

SECTION 3. Chairman. The Board may appoint from among its members a Chairman who shall preside at all meetings and serve during the pleasure of the Board.

SECTION 4. Registration, Meetings, Notice .

(a) Each director shall, upon election to such office, register with the corporation his mailing address.

(b) The Board of Directors shall, without any notice being given, hold a meeting for the purpose of organization as soon as may be practicable after each annual meeting of stockholders.

(c) The Board of Directors may in its discretion schedule regular meetings of the Board to be held at a stated time and place and no notice, written or otherwise, of such meeting shall be required. The Board of Directors may in its discretion alter the time and place for such regular meetings from time to time.

(d) Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or, in the absence of the Chairman or if no Chairman shall have been appointed, at the call of the President and, in any case, at the call of any two directors.

(e) The Secretary shall give notice of every special meeting of the Board of Directors orally or by cabling or delivering a copy of the same to each director at his registered mailing address not less than forty-eight hours prior to any such meeting. Such notice shall constitute full legal notice of any special

meeting, whether actually received or not and whether any director concerned resides in Honolulu or not. No special meeting and no business transacted at any such meeting shall be invalidated or in any way affected by the failure of any director to receive actual notice of any such meeting.

(f) Any director may expressly, in writing or otherwise, waive notice of any meeting. At any meeting, the presence of a director shall be equivalent to the waiver of the giving of notice of said meeting to said director.

(g) To the extent permitted by law, any action required or permitted to be taken at any meeting of the directors or of a committee of the directors may be taken without a meeting if all of the directors or all of the members of the committee, as the case may be, sign a written consent or written consents setting forth the action taken or to be taken at any time before or after the intended effective date of such action. Such consent or consents shall be filed with the minutes of directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

(h) To the extent permitted by law, members of the Board of Directors or of a committee of the Board of Directors may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 5. Quorum, Adjournment. A majority of the Board of Directors shall constitute a quorum for the transaction of any business. Any act or business must receive the approval of a majority of such quorum unless otherwise provided by law, the Articles of Association or these Bylaws. A quorum, once established, shall not be broken by the absence or withdrawal of one or more directors before the meeting is adjourned. The Chairman or a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 6. Permanent Vacancies. If any permanent vacancy shall occur in the Board of Directors through death, resignation, removal or other cause, the remaining director or directors, whether or not a majority of the whole Board, by the affirmative vote of a majority of the remaining director or directors, may elect a successor director to hold office for the unexpired portion of the term of the director whose place shall be vacant.

SECTION 7. Temporary Vacancies, Substitute Directors. If any temporary vacancy shall occur in the Board of Directors through the absence of any director from the State of Hawaii or the sickness or disability of any director, the remaining director or directors, whether constituting a majority or a minority of the whole Board, may by the affirmative vote of a majority of such remaining director or directors appoint some person as a substitute director who shall be a director during such absence, sickness or disability and until such director shall return to duty or the office of such director shall become permanently vacant. The determination of the Board of Directors, as shown on the minutes, of the fact of such absence, sickness or disability shall be conclusive as to all persons and to the corporation.

SECTION 8. Expenses and Fees. By resolution of the Board of Directors, expenses of attendance, if any, and a director's fee in such amount as the Board of Directors shall from time to time determine, may be allowed for attendance at each meeting of the Board and of each meeting of any committee created by the Board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 9. Executive Committee. The Board of Directors, by vote of a majority of the Board, may at its discretion appoint or elect an Executive Committee of not less than two members from its own number who shall have charge of the management of the business and affairs of the corporation in the interim between meetings of the Board of Directors and may exercise all powers of that body

during such interim, but shall at all times be subject to any instructions issued by the Board of Directors. The Executive Committee may make its own rules of procedure. The Board of Directors, by vote of a majority of the Board, may at its discretion appoint or elect from its own number one or more alternate members of the Executive Committee who may be alternates for designated members of the Executive Committee or alternates at large or both. Any alternate member of the Executive Committee who is an alternate for a designated member shall be and act as a member of the Executive Committee at any meeting from which the designated member is absent and any alternate at large shall be and act as a member of the Committee at any meeting from which any member of the Committee for whom an alternate has not been designated may be absent.

Such Executive Committee shall make a report of its acts and transactions at the next meeting of the Board of Directors. Vacancies occurring in such Committee or among the alternates for members of such Committee may be filled only by vote of the majority of the Board of Directors, but shall only be filled by a director of the corporation. The acts of the majority of the Executive Committee of the Board shall be effective in all respects as the acts of such Committee and such Committee may act by a writing signed by all of its members, other than alternates, without a meeting being held.

SECTION 10. Audit Committee. The Chairman of the Board of Directors shall have the power, subject to confirmation by the affirmative vote of the majority of the whole Board, to appoint an Audit Committee of not less than three members, one of whom must be a member of the Board of Directors. The Audit Committee shall serve as an independent check on the reliability of the Company's financial controls and its financial reporting, and shall review the work of the independent auditors. The Audit Committee may make its own rules of procedure and shall report to the Board of Directors.

SECTION 11. Other Committees. The Chairman of the Board of Directors shall have the power, subject to confirmation by the affirmative vote of the majority of the whole Board, to appoint any other committees and such committees shall have and may exercise such powers as shall be authorized by the Board of Directors. Such committees may be composed of members who are not members of the Board of Directors. Such committees may make their own rules of procedure and shall report to the Board of Directors.

ARTICLE IV
OFFICERS

SECTION 1. Officers Generally. The officers of the corporation shall be a Chairman of the Board, if appointed by the Board of Directors; a Vice Chairman of the Board, if appointed by the Board of Directors; a President; one or more Vice Presidents, some of whom may be designated as Executive Vice Presidents, Financial Vice Presidents, Senior Vice Presidents or Group Vice Presidents; a Treasurer; a Controller; a Secretary; Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors shall from time to time determine; and such other officers as the Board of Directors shall from time to time determine. In addition, the Board of Directors, by vote of a majority of the Board, may designate which of the Chairman of the Board, if appointed by the Board of Directors, or the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer so designated shall have such power and authority and perform such duties as set forth below and as the Board may from time to time assign to him. The Board of Directors, by vote of a majority of the Board, may designate which of the Chairman of the Board, if appointed by the Board of Directors, the President or any Vice President shall be the Chief Operating Officer. The Chief Operating Officer so designated shall have such power and authority and perform such duties as set forth below and as the Board may from time to time assign to him. The officers shall be appointed by the Board of Directors and shall hold office thereafter until their successors shall be duly appointed and qualified. The number of Vice Presidents may be changed from time to time by the Board of Directors at any meeting or meetings thereof and, if increased at any time, such additional Vice Presidents shall be appointed by the Board of Directors. The offices of Chairman of the Board of

Directors and Vice Chairman of the Board of Directors shall be filled from among the members of the Board of Directors, but no other officer need be a director. Any two or more of the offices of Vice President, Secretary, Treasurer and Controller may be held by the same person or each of such offices may be held by separate persons.

SECTION 2. Vacancies. Vacancies which may occur in any office shall be filled by appointment by the Chief Executive Officer, if designated, or the President or Board of Directors for the remainder of the term of such office.

In case of temporary disability of any officer, the Chief Executive Officer, if designated, or the President or Board of Directors may appoint a temporary officer to serve during such absence or disability.

SECTION 3. Removals. Any officer, for or without cause, may be removed from office at any time at a meeting specially called for that purpose by the affirmative vote of not less than two-thirds of the total voting power represented by the stock then entitled to vote, except insofar as such removal would be contrary to law.

The Board of Directors of the corporation may at any time remove from office or discharge from employment for or without cause any officer, manager, subordinate officer, agent or employee appointed by it or by any person under authority delegated to it, except insofar as such removal would be contrary to law.

SECTION 4. Chairman of the Board. Whenever there shall be a Chairman of the Board of Directors, he shall preside at all meetings of the stockholders and of the Board of Directors and shall have such powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

SECTION 5. Vice Chairman of the Board. Whenever there shall be a Vice Chairman of the Board of Directors, he shall preside at all meetings of the stockholders and of the Board of Directors should the Chairman of the Board of Directors be absent and he shall have such powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

SECTION 6. Chief Executive Officer. If a Chief Executive Officer is designated by the Board of Directors, he shall have and exercise, subject to the directions and control of the Board, the general management, supervision and direction over all of the property, business and affairs of the corporation, prescribe the duties of the managers of all branch offices, appoint heads of departments and exercise such other powers and perform such other duties as the Board may from time to time confer on him. He shall at all times keep the Board of Directors fully advised as to all of the corporation's business.

SECTION 7. Chief Operating Officer. If a Chief Operating Officer is designated by the Board of Directors, he shall have and exercise, subject to the discretion and control of the Chief Executive Officer, if designated, or the Board of Directors, the day-to-day management, supervision and control of all of the property, business and affairs of the corporation and generally control the engagement, government and discharge of all employees of the corporation and fix their duties and compensation and exercise such other powers and perform such other duties as the Board may from time to time confer on him. He shall at all times keep the Chief Executive Officer, if designated, or the Board of Directors fully advised as to all of the corporation's business.

SECTION 8. President. It shall be the duty of the President in the absence of the Chairman of the Board and Vice Chairman of the Board, if no Chairman of the Board or Vice Chairman of the Board shall have been appointed, to preside at all meetings of the stockholders and of the Board of Directors. If no Chief Executive Officer and/or Chief Operating Officer shall have been designated, then the President shall exercise general supervision and direction of the business and affairs of the corporation and its several officers, agents and employees, subject, however, to the control of the Board

of Directors, and shall have power, unless otherwise determined by the Board of Directors, to employ and discharge all branch, division and department employees, agents and/or attorneys of the corporation and fix their compensation. The President shall also perform all other duties that may be assigned to him from time to time by the Board of Directors.

SECTION 9. Vice Presidents. The Vice Presidents shall assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant, and shall perform such other duties as may be assigned to them from time to time by the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the President. The Executive Vice Presidents, in case such officers are appointed, shall be first in order to perform the duties of the President.

SECTION 10. Treasurer. The Treasurer shall be the financial officer of the corporation. He shall have custody of all moneys, shall keep the same for safekeeping in such depositories as may be designated by the Board of Directors, shall expand the funds of the corporation as directed by the Board of Directors and take proper vouchers for such expenditures, and shall perform such other duties as may be assigned to him from time to time by the Board of Directors or by the President. If required to do so by the Board of Directors, he shall give a bond in such amount and with such surety as may be prescribed by the Board for the faithful discharge of his duties. In the absence or disability of the Treasurer, his duties shall be performed by the Comptroller or by an Assistant Treasurer.

SECTION 11. Secretary. The Secretary shall have custody of all valuable papers and documents of the corporation, shall be ex-officio secretary of the Board of Directors and of all standing committees, shall give or cause to be given all required notices of meetings of the stockholders and directors, shall record the proceedings of meetings of the stockholders, directors and standing committees in a book or books to be kept for that purpose, shall have charge and custody of the records for the issue and transfer of shares of the capital stock of the corporation, and shall perform such other duties as may be assigned to him from time to time by the Board of Directors or by the President. He shall have custody of the seal of the corporation. In the absence or disability of the Secretary, his duties shall be performed by the Treasurer or by an Assistant Secretary.

SECTION 12. Controller. The Controller, if there is one, shall be the accounting officer of the corporation. He shall keep or cause to be kept a book or books setting forth a true record of the receipts and expenditures, assets and liabilities, losses and gains of the corporation, shall render statements of the financial condition of the corporation when and as required by the Board of Directors, and shall perform such other duties as may be assigned to him from time to time by the Board of Directors or by the President. In the absence or disability of the Controller, his duties shall be performed by the Treasurer or by an Assistant Controller.

SECTION 13. Subordinate Officers. The powers and duties of the subordinate officers shall be as prescribed by the Board of Directors. In the absence or disability of the Treasurer and Secretary, the Assistant Treasurer or the Assistant Secretary may register and transfer stock of the corporation under such regulations as may be prescribed by the Board of Directors.

SECTION 14. Absence of Officers. In the absence or disability of the Chief Executive Officer, Chief Operating Officer and President, the duties of the Chief Executive Officer, Chief Operating Officer and President, other than the calling of meetings of the stockholders and the Board of Directors, shall be performed by the Executive Vice President and in his absence or disability by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary and of the Assistant Secretary or Assistant Secretaries, if more than one, or of the Treasurer and the Assistant Treasurer or Assistant Treasurers, if more than one, the duties of the Secretary or of the Treasurer, as the case may be, shall be performed by such person or persons as may be designated for such purpose by the Board of Directors.

SECTION 15. Auditor. The Auditor shall be elected annually by the stockholders, shall not be an officer of the corporation and shall be an independent certified public accountant. The Auditor shall audit the books and accounts of the corporation and shall certify his findings and report thereon in writing to the stockholders at least annually, and shall make such other audits and reports as the Board of Directors shall determine from time to time. The Auditor may be a person, co-partnership or, if permitted by law, a corporation. The Auditor may be removed from office either with or without cause at any time at a special meeting of the stockholders called for the purpose, and any vacancy caused by such removal may be filled for the balance of the unexpired term by the stockholders at a special meeting called for the purpose. In case of a vacancy in the office of Auditor other than by removal, the vacancy may be filled for the unexpired term by the Board of Directors or, if a special meeting shall be held during the existence of such vacancy, the vacancy may be filled at such special meeting of the stockholders.

ARTICLE V
EXECUTION OF INSTRUMENTS

SECTION 1. Proper Officers. Except as hereinafter provided or as required by law, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, bills of exchange, orders for the payment of money, licenses, endorsements, stock powers, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature which require execution on behalf of the corporation shall be signed by the President or a Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, but no officer, though he may hold two or more offices, shall sign any instrument in more than one capacity, provided however that the Board of Directors may from time to time authorize any such documents, instruments or writings to be signed by such officers, agents or employees of the corporation, or any one of them, in such manner as the Board of Directors may determine.

SECTION 2. Facsimile Signatures. The Board of Directors may from time to time by resolution provide for the execution of any corporate instrument or document, including but not limited to checks, warrants, drafts and other orders for the payment of money by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution.

ARTICLE VI
VOTING OF STOCK BY THE CORPORATION

In all cases where the corporation owns, holds or represents under power of attorney or by proxy or in any other representative capacity shares of capital stock of any corporation or shares or interests in business trusts, co-partnerships or other associations, such shares or interests shall be represented or voted in person or by proxy by the President or, in his absence, by the Vice President or, if there be more than one Vice President present, then by such Vice President as the Board of Directors shall have designated as Executive Vice President or, failing any such designation, by any Vice President or, in the absence of any Vice President, by the Treasurer or, in his absence, by the Secretary; provided, however, that any person specifically appointed by the Board of Directors for the purpose shall have the right and authority to represent and vote such shares or interests with precedence over all of the above named.

ARTICLE VII
CAPITAL STOCK

SECTION 1. Certificates of Stock. The certificates of stock of each class shall be in such form and of such device as the Board of Directors may from time to time determine. They shall be signed by the President or a Vice President and by the Treasurer or the Secretary or an Assistant Treasurer or

Assistant Secretary and shall bear the corporate seal, provided, however, that the Board of Directors in its discretion may provide that any certificate which shall be signed by a transfer agent or by a registrar may be sealed with only the facsimile seal of the corporation and may be signed with only the facsimile signatures of the officers above designated. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer before such certificate is issued, such certificate may, nevertheless, be issued with the same effect as if such officer had not ceased to be such at the date of its issue. Certificates shall not be issued for nor shall there be registered any transfer of any fraction of a share. In the event that fractional parts of or interests in any share shall result in any manner from any action by the stockholders or directors of the corporation, the Treasurer may sell the aggregate of such fractional interests under such reasonable terms and conditions as the Treasurer shall determine, subject, however, to the control of the Board of Directors, and distribute the proceeds thereof to the person or persons entitled thereto.

SECTION 2. Holder of Record. The corporation shall be entitled to treat the person whose name appears on the stock books of the corporation as the owner of any share as the absolute owner thereof for all purposes and shall not be under any obligation to recognize any trust or equity or equitable claim to or interest in such share, whether or not the corporation shall have actual or other notice thereof.

SECTION 3. Transfer of Stock. Transfer of stock may be made in any manner permitted by law, but no transfer shall be valid, except between the parties thereto, until it shall have been duly recorded in the stock books of the corporation and a new certificate issued. No transfer shall be entered in the stock books of the corporation nor shall any new certificate be issued until the old certificate, properly endorsed, shall be surrendered and canceled.

SECTION 4. Closing of Transfer Books. The Board of Directors shall have power for any corporate purpose from time to time to close the stock transfer books of the corporation for a period not exceeding thirty consecutive business days, provided, however, that in lieu of closing the stock transfer books aforesaid the Board of Directors may fix a record date for the payment of any dividend or for the allotment of rights or for the effective date of any change, conversion or exchange of capital stock or in connection with obtaining the consent of stockholders in any matter requiring their consent or for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders and, in any such case, only such stockholders as shall be stockholders of record on the record date so fixed shall be entitled to the rights, benefits and privileges incident to ownership of the shares of stock for which such record date has been fixed, notwithstanding any transfer of stock on the books of the corporation after such record date.

SECTION 5. Lost Certificates. The Board of Directors may, subject to such rules and regulations as it may adopt from time to time, order a new certificate or certificates of stock to be issued in the place of any certificate or certificates of stock of the corporation alleged to have been lost or destroyed, but in every such case the owner of the lost or destroyed certificate or certificates shall be required to file with the Board of Directors sworn evidence showing the facts connected with such loss or destruction. The Board of Directors may, in its discretion, further require that a notice or notices shall be published not less than once each week for three consecutive weeks or for such other length of time as the Board of Directors may provide in any special case in one or more newspapers of general circulation, which notice shall describe the lost or destroyed certificate, seek its recovery and warn all persons against negotiating, transferring or accepting the same. Unless the Board of Directors shall otherwise direct, the owner of the lost or destroyed certificate shall be required to give to the corporation a bond or undertaking in such sum, in such form and with such surety or sureties as the Board of Directors may approve, to indemnify the corporation against any loss, damage or liability that the corporation may incur by reason of the issuance of a new certificate or certificates. Nothing in this section contained shall impair the right of the Board of Directors, in its discretion, to refuse to replace

any allegedly lost or destroyed certificate, save upon the order of the court having jurisdiction in the matter.

ARTICLE VIII
AMENDMENT

These Bylaws may be altered, amended or repealed from time to time by the vote of not less than two-thirds of all of the directors of the corporation at any meeting of the Board of Directors, subject to repeal or change by action of the stockholders taken in accordance with this Article VIII. The Bylaws, or any provision thereof, may be repealed or changed by action of the stockholders at a duly called and noticed annual or special meeting if (i) one of the purposes of such meeting expressly set forth in the notice therefor is to repeal or change the Bylaws or any provision thereof, (ii) the notice or accompanying proxy materials set forth with specificity the repeal of or changes to the Bylaws or any provision thereof proposed to be effectuated by action of the stockholders at the annual or special meeting, (iii) the proposal to repeal or change the Bylaws or any provision thereof complies with all other requirements of the Bylaws (including without limitation Section 7 of Article II), and (iv) such proposal is approved by the affirmative vote of the holders of at least a majority of the corporation's outstanding common stock (except that any such proposal that would repeal the Bylaws in their entirety, or amend, add or delete any Bylaw provision concerning the number, term of office or qualifications of directors, the nomination of directors, the classification of the Board of Directors, requirements for advance notice of matters to be brought before any annual or special meeting, or this Article VIII, shall be effective only if approved by the affirmative vote of the holders of at least two-thirds of the corporation's outstanding common stock).

QuickLinks

Exhibit 3.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.22

SETTLEMENT AGREEMENT

This Agreement (the "Agreement"), is entered into this 19 ^th day of April, 2011 (the "Effective Date"), by and between Maui Land & Pineapple Company, Inc. ("MAUI") and the Pension Benefit Guaranty Corporation, a United States government corporation (the "PBGC"; and, collectively with MAUI, the "Parties").

WITNESSETH

WHEREAS, PBGC is a wholly-owned United States government corporation established under section 4002 of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), 29 U.S.C. § 1302 (2006 & Supp. III 2009) to administer the pension plan termination insurance program created by Title IV of ERISA, 29 U.S.C. §§ 1301-1461; and

WHERAS, MAUI is a corporation incorporated under the laws of the state of Hawaii; and

WHERAS, MAUI is, and has been at all relevant times, the contributing sponsor (as that term is defined in 29 U.S.C. § 1301(a)(13) of the Maui Land & Pineapple Company, Inc. Pension Plan for Bargaining Unit and Hourly Employees (" Pension Plan "); and

WHERAS, the PBGC asserts that MAUI ceased operations on or about December 31, 2009 at its facilities located in Maui, Hawaii, and as a result, certain employees who are participants in the Plan were separated from employment (the " Cessation of Operations " or the " Event "); and

WHERAS, the PBGC asserts that the Cessation of Operations is an event described in ERISA §4062(e), and that MAUI and any other members of its controlled group (as defined in ERISA §4001(a)(14) (MAUI or any other such member, a " Controlled Group Member ") are therefore subject to the provisions of ERISA §4063 and liable thereunder to PBGC with respect to the Plan; and

WHERAS, PBGC has estimated that MAUI's liability under ERISA §4063(b) as a result of the Event is $5.2 million (the " Event Liability "); and

WHERAS, in lieu of the PBGC attempting to apply the provisions of subsections 4063(b), (c) or (d) of ERISA, 29 U.S.C. § 1363(b), (c) and (d), or otherwise enforcing against MAUI such liability that has resulted from the Cessation of Operations, the PBGC and MAUI have reached an understanding with respect to the Event and such liability, under which MAUI will provide security to PBGC.

NOW THEREFORE, MAUI and PBGC, for good and valuable consideration set out herein, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. Mortgage Security

1.1 To secure up to $5.2 million of liability under 29 U.S.C. § 1362(a)(1) incurred upon any termination of the Pension Plan under 29 U.S.C. § 1341(c) or 29 U.S.C. § 1342 on or before the Agreement Termination Date, MAUI will, on or before the thirtieth (30 ^th ) day following the Effective Date, execute a first lien Mortgage in favor of PBGC (the " PBGC Mortgage ") on the real property described in Exhibit A hereto (the " Mortgaged Property ").

1.2. Following the Agreement Termination Date (as defined in Section 3.1 below), and at MAUI's sole expense, MAUI will provide to PBGC a recordable discharge and release of the PBGC Mortgage. PBGC shall promptly execute and record such discharge and release. PBGC agrees, following the Agreement Termination Date, to execute such other documents as may be necessary to effect and evidence the termination, discharge and release of such PBGC Mortgage.

2. Notice Requirements

2.1 During the term of the Agreement, MAUI will provide notices and information to PBGC as follows:

(a) The Pension Plan's actuarial valuation report by October 31 of each plan year;

(b) Written notice no later than ten (10) days after the due date of any quarterly installment or other contribution to the Pension Plan required under 26 U.S.C. § 430(j) (a " Required Contribution ") that MAUI has failed to timely pay; and

(c) Copies of all Internal Revenue Service (" IRS ") Forms 5310-A on the date filed with the IRS for any plan merger or consolidation, spinoff, or transfer of plan assets or liabilities to another plan that involves the Pension Plan. In the event that any such Form 5310-A will not be timely filed with the IRS, MAUI will notify PBGC at least 30 days before any plan merger or consolidation, spinoff, or transfer of plan assets or liabilities to another plan that involves the Pension Plan.

3. Termination of the Agreement

3.1 This Agreement will terminate upon the later of (the " Agreement Termination Date "):

(a) the fifth anniversary of the effective date of this Agreement (the " Fifth Anniversary "); or

(b) if an Event of Default (as defined in Section 5.1 below) that has not been waived by the PBGC in writing exists on the Fifth Anniversary, the date upon which such Event of Default is cured.

3.2 Effective on the Agreement Termination Date and in consideration of the terms, conditions, mutual covenants and agreements set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the PBGC, on its own behalf, and in every other capacity in which it may now or in the future act, will be deemed to release and forever discharge each Controlled Group Member, from any claim whatsoever with respect to any and all of such member's liability and/or obligations under sections 4062(e) and/or 4063 of ERISA with regard to the Cessation of Operations.

4. Representations and Warranties

4.1 MAUI hereby represents and warrants to PBGC that each of the following is true and correct as of the Effective Date:

(a) MAUI has full power and authority to enter into and perform its obligations under the Agreement and to carry out and consummate the transactions contemplated by the Agreement;

(b) MAUI's execution, delivery and performance of the Agreement and all other Settlement Documents executed or to be executed by MAUI in connection with the Agreement have been duly authorized by all necessary corporate action; and

(c) This Agreement has been duly executed by authorized officers or other representatives of MAUI. This Agreement shall constitute a legal, valid and binding contract and agreement of MAUI enforceable by PBGC, and only by PBGC, against MAUI in accordance with its terms.

4.2 PBGC hereby represents and warrants to MAUI that each of the following is true and correct as of the Effective Date:

(a) PBGC has full power and authority to enter into and perform its obligations under the Agreement and to carry out and consummate the transactions contemplated by the Agreement;

(b) PBGC's execution, delivery and performance of the Agreement have been duly authorized by all necessary corporate action and are within PBGC's statutory authorization and authority; and

(c) This Agreement shall be duly executed by authorized officers or other representatives of PBGC. This Agreement shall constitute a legal, valid and binding contract and agreement of PBGC enforceable against PBGC in accordance with its terms.

5. Default; Remedies

5.1 Event of Default. Each of the following shall constitute an " Event of Default " under this Agreement:

(a) MAUI fails to make any Required Contributions in accordance with the minimum funding standards of ERISA and the Internal Revenue Code (the " Code ");

(b) MAUI materially breaches any other covenant, term or condition of this Agreement and, if curable, fails to cure such breach within thirty (30) days after such breach provided, however, that if the breach cannot by its nature be cured within the thirty (30) day period, but is susceptible to being cured within a reasonable time greater than thirty (30) days, then MAUI shall have an additional period (which shall not in any case exceed thirty (30) days, for a maximum total of sixty (60) days to accept to cure such breach, and within any such additional period the failure to cure the breach shall not be deemed an Event of Default;

(c) Any representation or warranty made by MAUI in Section 4.1 above is untrue in any material respect as of the Effective Date;

(d) MAUI (i) becomes insolvent; or (ii) is unable, or admits in writing its inability to pay debts as they generally mature; or (iii) makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any of its property; or (iv) makes or sends notice of a bulk transfer; or (v) files or, consents to the filing against it, of a petition or other papers commencing a proceeding under Title 11 of the United States Code or any similar type of insolvency proceeding (" Insolvency Proceeding "); or (vi) has an Insolvency Proceeding filed or instituted against it which has not been dismissed within forty-five (45) days after its commencement, or in which an order for relief has been entered against it, or (vii) applies to a court for appointment of a receiver, trustee or custodian for any of its property; or (viii) has a receiver, trustee or custodian appointed for any of its property (with or without its consent);

(e) MAUI dissolves or discontinues (other than on a temporary basis) doing business;

(f) The Pension Plan terminates under 29 U.S.C. § 1341(c) or 29 U.S.C. § 1342;

(g) The occurrence of a "default" (as defined therein) under the PBGC Mortgage.

5.2 Notice. Maui shall immediately give written notice to PBGC upon the occurrence of any Event of Default.

5.3 General Remedies. If any Event of Default occurs, then PBGC may take any one or more of the following actions:

(a) exercise any or all of the rights and remedies available to it as a secured party under the UCC or any other applicable law, including (but not limited to) the right to repossess the Mortgaged Property and the right to sell the Mortgaged Property;

(b) foreclose on the Mortgaged Property non-judicially, to the fullest extent permitted by law, or proceed by a suit or suits at law or in equity to foreclose on the Mortgaged Property.

5.4 Forbearance. So long as no Event of Default exists and remains uncured, the PBGC will forbear during the term of this Agreement from taking any action against MAUI or other Controller Group Member to enforce sections 4062(e) and/or 4063 of ERISA, 29 U.S.C. §§ 1362(e), 1363, on account of the Cessation of Operations.

5.5 Remedies Not Exclusive. No remedy recited in this Agreement with respect to the occurrence of an Event of Default shall limit the PBGC in any manner from pursuing after the occurrence of an Event of Default any and all remedies provided under the UCC, ERISA, the Code, or other applicable law. The rights and remedies provided for in this Agreement or which PBGC may otherwise have at law or in equity shall be distinct, separate, and cumulative. The right and remedies shall not be deemed to be inconsistent with each other, and none of them, whether or not exercised by PBGC, shall be deemed to be in exclusion of any other. Any two or more of such rights and remedies may be exercised at the same time, all to the fullest extent permitted by law.

6. General Provisions

6.1 Compliance with ERISA. Nothing in this Agreement affects MAUI's obligations to comply with ERISA and the Code, including, without limitation, MAUI's obligation to make all Required Contributions in accordance with the minimum funding standards of ERISA and the Code.

6.2 Limitation of Rights. This Agreement is intended to be and is for the sole and exclusive benefit of PBGC and MAUI. Nothing expressed or mentioned in or to be implied from the Agreement gives any person other than PBGC or MAUI any legal or equitable right, remedy, or claim against PBGC or MAUI under or in respect of this Agreement.

6.3 Notices. All notices, demands, instructions and other communications required or permitted under the Agreement to any Party shall be in writing and shall be personally delivered or sent by registered, certified, or express mail, postage prepaid, return receipt requested, facsimile (which shall be immediately followed by the original of such communication), or prepaid overnight delivery service with confirmed receipt, and shall be deemed to be given for purposes of this Agreement on the date the writing is personally delivered or sent to the intended recipient, or in the case of facsimile, on the date transmitted to the intended recipient. Unless otherwise specified in a notice sent or delivered in

accordance with the foregoing provisions of this Section, all such notices, demands, instructions and other communications shall be sent to the Parties as indicated below:


To MAUI:		Adele Sumida Controller & Secretary Maui Land & Pineapple Co., Inc. 870 Haliimaile Road Makawao, Hawaii 96768-9768 Telephone: (808) 877-3895 Facsimile: (808) 442-1172 asumida@mlpmaui.com
		Robert Katz Torkildson, Katz, Moore, Hetherington & Harris 700 Bishop Street, 15 ^th Floor Honolulu, Hawaii 96813 Telephone: (808) 523-6000 Facsimile: (808) 523-6001 RSK@torkildson.com
To PBGC:		Department of Insurance Supervision and Compliance Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C. 20005-4026 Telephone: (202) 326-4070 Facsimile: (202) 842-2643 Gran.Christopher@pbgc.gov
		Office of the Chief Counsel Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C. 20005-4026 Telephone: (202) 326-4020 Facsimile: (202) 326-4112 Hansen.Courtney@pbgc.gov and efile@pbgc.gov

6.4 Counterparts. This Agreement may be executed and delivered (including by facsimile or electronic pdf transmission) in one or more counterparts and by different Parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.5 Entire Agreement. This Agreement, including the Mortgage, contains the complete and exclusive statement of the agreement and understanding by and among the Parties and supersedes all prior agreements, understandings, commitments, representations, communications, and proposals, oral or written, among the Parties or any of them relating to the subject matter of this Agreement. This Agreement may not be amended, modified, or supplemented except by an instrument in writing executed by the Parties hereto.

6.6 No Waivers. The failure of any Party to enforce a provision of the Agreement shall not constitute a waiver of such Party's right to enforce that provision of the Agreement.

6.7 Headings. The section and paragraph headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

6.8 Governing Law. Except to any extent preempted by federal law, the laws of the State of Hawaii, without giving effect to Hawaii's rules concerning conflicts of law, shall govern all disputes arising out of or relating to this Agreement.

6.9 Jurisdiction; Venue. Any action, suit or proceeding arising out of or relating to this Agreement, except for one brought with respect to the Mortgaged Property, shall be brought in the United States District Court for the District of Columbia.

6.10 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party hereto, nor shall any rule of construction that favors a non-draftsman be applied. A reference to any statute shall be deemed also to refer to all rules and regulations promulgated under the statute, unless the context requires otherwise.

6.11 Assignment. No Party may assign this Agreement in whole or in part, or delegate any of its duties hereunder, without the express prior written consent of the other Party. Any such assignment or delegation made without such express prior written consent shall be null and void ab initio.

6.12 Unenforceable, Invalid Provisions. If any provision in this Agreement shall be invalid, inoperative or unenforceable as applied in any particular case, this shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance. If any provision of this Agreement shall be invalid, inoperative or unenforceable in all cases, this shall not have the effect of rendering any other provision of the Agreement invalid, inoperative, or unenforceable. The invalidity of any portion of this Agreement shall not affect the remaining portions of the Agreement.

6.13 Inapplicability to Pension Plan. This Agreement is not a document or instrument governing the Pension Plan, nor does anything in this Agreement amend, supplement or derogate from the documents and instruments governing the Pension Plan. Further, nothing in this Agreement alters, amends or otherwise modifies the operation or administration of the Pension Plan.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the Effective Date.


MAUI LAND & PINEAPPLE COMPANY, INC.		PENSION BENEFIT GUARANTY CORPORATION
By:	/s/ RYAN CHURCHILL Ryan Churchill	By:	/s/ ROBERT BACON Robert Bacon
Title:	President & Chief Operating Officer	Title:	Acting Director, Department of Insurance Supervision and Compliance
Date:	April 26, 2011	Date:	April 19, 2011
By:	/s/ ADELE H. SUMIDA Adele H. Sumida
Title:	Controller & Corporate Secretary
Date:	April 26, 2011

QuickLinks

Exhibit 10.22

SETTLEMENT AGREEMENT
WITNESSETH

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.23


LAND COURT SYSTEM		REGULAR SYSTEM
After Recordation Return by Mail ( )		Pickup ( X ) To:
Robert S. Katz
Torkildson Katz, et al.
700 Bishop St., 15th Floor		Total Pages:
Honolulu, HI 96813
TAX MAP KEY NO.: (2) 4-3-001:017

MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF RENTS, FIXTURE FILING AND FINANCING STATEMENT

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, FIXTURE FILING AND FINANCING STATEMENT (the " Mortgage ") is made effective the 19th day of April, 2011, by and between MAUI LAND & PINEAPPLE COMPANY, INC. , a Hawaii corporation, whose mailing address is 870 Haliimaile Road, Makawao, Hawaii 96768-9768, hereinafter referred to as " Mortgagor ," and the PENSION BENEFIT GUARANTY CORPORATION , a wholly owned United States government corporation, created under Section 4002 of the Employee Retirement Income Security Act of 1974, as amended, whose mailing address is 1200 K Street, N.W., Washington, DC 20005-4026, Attention: Director, Department of Insurance Supervision and Compliance, hereinafter referred to as " Mortgagee ,"

W I T N E S S E T H :

MORTGAGOR DOES HEREBY grant, bargain, sell, assign and convey unto Mortgagee, its successors and assigns, the property (the " Property ") described below to secure the Obligation (as hereinafter defined):

(i) the real estate situated in Maui County , Hawaii, which is more particularly described in Exhibit A attached hereto and made a part hereof for all purposes the same as if set forth herein verbatim, together with all right, title and interest of Mortgagor in and to (a) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property or the Improvements (as hereinafter defined); (b) any strips or gores between the real property and abutting or adjacent properties; and (c) all water and water rights, timber, crops and mineral interests pertaining to the real property (such real estate and other rights, titles and interests being hereinafter sometimes called the " Land ");

(ii) all buildings, structures and other improvements now or hereafter situated on the Land (such buildings, structures and other improvements being hereinafter sometimes called the " Improvements ");

(iii) all fixtures, equipment, systems, machinery, furniture, furnishings, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, now owned or hereafter acquired by Mortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, construction, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing, including, but without limiting the foregoing, all contracts and subcontracts, any and all fixtures, equipment, machinery, systems, facilities and apparatus for heating, ventilating, air conditioning, refrigerating, plumbing, sewer, lighting, generating, cleaning, storage, incinerating, waste disposal, sprinkler, fire extinguishing, communications, transportation (of people or things, including, but not limited to, stairways, elevators, escalators and conveyors), data processing, security and alarm, laundry, food or drink preparation, storage or serving, gas, electrical and

electronic, water, and recreational uses or purposes; all tanks, pipes, wiring, conduits, ducts, doors, partitions, rugs and other floor coverings, wall coverings, windows, drapes, window screens and shades, awnings, fans, motors, engines and boilers; and decorative items and art objects (all of which are herein sometimes referred to together as the " Accessories ");

(iv) all (a) building and construction materials and equipment; (b) plans and specifications for the Improvements; (c) contracts and subcontracts relating to the Land, or the Improvements or the Accessories or any part thereof; (d) deposits, including, but not limited to, Mortgagor's rights in tenants' security deposits, deposits with respect to utility services to the Land, or the Improvements, or the Accessories, or any part thereof, and any deposits or reserves hereunder or under any other Settlement Document (as hereinafter defined) for taxes, insurance or otherwise, funds, accounts, contract rights, instruments, documents, commitments, general intangibles (including, but not limited to, trademarks, trade names and symbols), settlement agreements and chattel paper used in connection with or arising from or by virtue of any transactions related to the Land, or the Improvements or the Accessories or any part thereof; (e) permits, licenses, franchises, certificates and other rights and privileges obtained in connection with the Land, or the Improvements or the Accessories or any part thereof; (f) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Land, the Improvements and the Accessories; and (g) other properties, rights, titles and interests, if any, specified in any Section or any Article of this Mortgage as being part of the Property; and

(v) all (a) proceeds of or arising from the properties, rights, titles and interests referred to above in paragraphs (i), (ii), (iii) and (iv), including, but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto by eminent domain or sale in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto whether caused by such a taking (including change of grade of streets, curb cuts or other rights of access) or otherwise caused; and (b) other interests of every kind and character, and proceeds thereof, which Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in paragraphs (i), (ii), (iii) and (iv) and all property used or useful in connection therewith, including but not limited to, remainders, reversions and reversionary rights or interests;

TO HAVE AND TO HOLD the same unto Mortgagee, its successors and assigns, absolutely and forever as to all property conveyed in fee simple; subject only to any encumbrances (including, without limitation, any conservation easements) listed on Exhibit B attached hereto, to the extent that the same are valid, subsisting and affect the Property (the " Permitted Exceptions "), and Mortgagor, for Mortgagor and Mortgagor's successors and assigns, hereby agrees to warrant and forever defend, all and singular, the Property unto Mortgagee and Mortgagee's successors and assigns against the claim or claims of all persons claiming or to claim the same or any part thereof, subject, however, as aforesaid.

ARTICLE I

THE OBLIGATION

Section 1.1. Mortgage. This Mortgage, and all rights, title, interest, liens, security interests, powers and privileges created hereby or arising by virtue hereof, are given to secure payment and performance of the Obligation (as defined in Section 1.2 ).

Section 1.2. Obligation. The word " Obligation ", as used herein, shall mean Mortgagor's obligations and liabilities of up to $5.2 million as described in that certain unrecorded Settlement Agreement (the " Settlement Agreement ") dated April 19, 2011, between Mortgagor and Mortgagee, and all obligations and liabilities arising under this Mortgage (this Mortgage and the Settlement Agreement being sometimes collectively referred to as the " Settlement Documents ").

ARTICLE II

CERTAIN REPRESENTATIONS, WARRANTIES AND
COVENANTS OF MORTGAGOR

Section 2.1. Warranties and Representations. Mortgagor represents, warrants and undertakes that:

(a) Mortgagor has full right and authority to execute and deliver this Mortgage;

(b) Mortgagor has, in Mortgagor's own right, good and marketable title in fee simple to the Property free from any encumbrance superior to the indebtedness hereby secured, subject only to any Permitted Exceptions;

(c) Mortgagor is solvent and no proceeding under any Debtor Relief Laws (as hereinafter defined) is pending or threatened by or against Mortgagor, as a debtor;

(d) Mortgagor is and shall until the Obligation is fully discharged continue to be (i) duly organized, validly existing and in good standing under the laws of the state of Mortgagor's organization, and in good standing under Hawaii law, (ii) in compliance with all conditions prerequisite to Mortgagor's lawfully doing business in the State of Hawaii and (iii) possessed of all power and authority necessary to own and operate the Property;

(e) the execution of this Settlement Agreement and this Mortgage by Mortgagor have been duly authorized and the obligations thereunder and hereunder and the performance thereof and hereof by Mortgagor in accordance with their terms are within Mortgagor's powers and are not in contravention of any law, agreement or restriction to which Mortgagor or the Property is subject;

(f) no Lessee (as defined in Section 6.1 hereof) is in default under any Lease (as defined in Section 6.1 hereof) beyond the expiration of any applicable grace or cure period; and

(g) with respect to each Lease under which Mortgagor is a lessor, Mortgagor is in compliance with the terms and provisions of such Lease.

Section 2.2. Covenants. Mortgagor, for Mortgagor and Mortgagor's successors and permitted assigns, hereunder covenants, agrees and undertakes to:

(a) pay and perform the Obligation in accordance with the terms thereof;

(b) pay or cause to be paid all taxes, assessments and governmental charges of every kind or character in respect of the Property or any part thereof before the same become delinquent, and give written notice to Mortgagee at its above-stated address within ten days after any failure to pay any such tax, assessment, or governmental charge when due;

(c) purchase, or cause to be purchased, policies of insurance with respect to the Property with such insurers, in such amounts and covering such risks as shall be reasonably satisfactory to Mortgagee, including, but not limited to, (i) comprehensive general public liability insurance with policy limits acceptable to Mortgagee; (ii) loss or damage by fire, lightning, hail, windstorm, explosion and such other hazards, casualties and contingencies as are normally and usually covered by extended coverage policies in effect where the Property is located; provided that in the absence of written direction from Mortgagee each fire and extended coverage policy shall include a "standard mortgage clause" and shall provide by way of endorsement, rider or otherwise that no such insurance policy shall be canceled, endorsed, altered, or reissued to effect a change in coverage unless such insurer shall have first given Mortgagee 30 days prior written notice thereof, such policy shall be on a replacement cost basis in an amount not less than that necessary to comply with any coinsurance percentage stipulated in the policy, but not less than 100% of the insurable value (based upon replacement cost); (iii) loss or damage by flood, if the Property is in an area designated by the Secretary of Housing and Urban Development, or other governmental

or quasi-governmental authority as an area having special flood hazards, in an amount equal to $5.2 million or the maximum amount available under the Flood Disaster Protection Act of 1973, and regulations issued pursuant thereto, as amended from time to time, whichever is less, in form complying with the "insurance purchase requirement" of that Act; and (iv) such other insurance and endorsements, if any, as Mortgagee may reasonably require from time to time;

(d) cause all insurance (except general public liability insurance) carried in accordance with Subsection 2.2(c) hereof to be payable to Mortgagee as a mortgagee pursuant to a "standard mortgage clause";

(e) pay, or cause to be paid, all premiums for insurance required hereunder before such premiums become due, and deliver all renewal policies to Mortgagee at least 30 days before the expiration date of each expiring policy;

(f) comply with all federal, state, or municipal laws, rules, ordinances and regulations applicable to the Property and Mortgagor's ownership, use and operation thereof, and comply with all, and not violate any, easements, restrictions, agreements, covenants and conditions with respect to or affecting the Property or any part thereof;

(g) at all times maintain, preserve and keep the Property in good repair and condition and from time to time, make all necessary and proper repairs, replacements and renewals, and not commit or permit any waste on or of the Property, and not to do anything to the Property that may impair its value; and

(h) promptly pay all bills for labor and materials incurred in connection with the Property and never permit to be created or to exist in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and security interests hereof, for any such bill, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest on a parity with or superior to any of the liens or security interests hereof.

ARTICLE III

DEFAULTS OF MORTGAGOR AND REMEDIES OF MORTGAGEE

Section 3.1. Default. The term " default ", as used herein, shall mean the occurrence of any one or more of the following events:

(a) the occurrence of an Event of Default (as defined therein) under the Settlement Agreement; or

(b) the failure of the Mortgagor to pay or cause to be paid any tax, assessment or governmental charge of any kind or character in respect to the Property or any part thereof before the same becomes delinquent; or

(c) the failure of Mortgagor to punctually and properly perform, observe or comply with any other covenant, agreement, undertaking or condition contained herein, if such failure continues for thirty (30) days after Mortgagee delivers written notice to Mortgagor specifying such failure, provided, however, that if such failure by its nature cannot be cured within the thirty (30) day period, but is susceptible to being cured within a reasonable time greater than thirty (30) days, then Mortgagor shall have an additional period (which shall not in any case exceed thirty days, for a maximum total of sixty (60) days) to attempt to cure such failure, and within any such additional period, the failure to cure shall not be deemed a default; or

(d) the levy against the Property or any part thereof, of any execution, attachment, sequestration or other writ which is not vacated within 30 days after the levy; or

(e) the appointment of a receiver, trustee or custodian of Mortgagor, or of the Property or any part thereof, which receiver, trustee or custodian is not discharged within 30 days after the appointment; or

(f) the filing by Mortgagor as a debtor of a petition, case, proceeding or other action pursuant to, or the voluntary seeking of the benefit or benefits of, Title 11 of the United States Code, as now or hereafter in effect, or any other law, domestic or foreign, as now or hereafter in effect relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, or composition or extension or adjustment of debts, or similar laws affecting the rights of creditors (Title 11 of the United States Code and such other laws being herein referred to as " Debtor Relief Laws "), or the taking of any action in furtherance thereof; or

(g) the filing of a petition, case, proceeding or other action against Mortgagor as a debtor under any Debtor Relief Law or seeking appointment of a receiver, trustee, custodian or liquidator of Mortgagor or of the Property, or any part thereof, or of any significant portion of Mortgagor's other property, and (i) Mortgagor admits, acquiesces in or fails to contest diligently the material allegations thereof, or (ii) the petition, case, proceeding or other action results in the entry of an order for relief or order granting the relief sought against Mortgagor, or (iii) the petition, case, proceeding or other action is not permanently dismissed or discharged on or before the earlier of trial thereon or 30 days next following the date of filing; or

(h) the discovery by Mortgagee of information establishing that any representation or warranty made by Mortgagor herein or in the Settlement Agreement is untrue in any material respect.

Section 3.2. Mortgagee's Remedies Upon Default. Upon a default, Mortgagee may, at Mortgagee's option, do any one or more of the following:

(a) If Mortgagor has failed to keep or perform any covenant whatsoever contained in this Mortgage, Mortgagee may, but shall not be obligated to any person to do so, perform or attempt to perform said covenant, and any payment made or expense incurred in the performance or attempted performance of any such covenant, including interest, shall be and become a part of the Obligation secured hereby, and Mortgagor promises, upon demand, to pay to Mortgagee, at its address set forth in the opening paragraph of this Mortgage, all sums so advanced or paid by Mortgagee, with interest at the lesser of (i) the rate provided in 29 C.F.R. § 4062.7(c), compounded daily (the " 4062.7(c) Rate "), and (ii) the highest rate permitted by applicable law (such lesser rate, the " Applicable Rate "), accruing from the date when paid or incurred by Mortgagee. No such payment by Mortgagee shall constitute a waiver of any default.

(b) Mortgagee may declare the entire unpaid balance of the Obligation immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligation shall be immediately due and payable.

(c) The Mortgagor, upon demand of the Mortgagee, shall forthwith surrender to the Mortgagee the actual possession of the Property and, to the extent permitted by law, the Mortgagee itself or such officers or agents as it may appoint: (i) may enter and take possession of the Property, together with the books, papers and accounts of the Mortgagor relating thereto; (ii) may exclude the Mortgagor, and the Mortgagor's agents and servants therefrom; (iii) may hold, operate and manage the same; and (iv) may receive tolls, rents, revenues, issues, income, product and profits thereof and out of the same may pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Mortgagee's agents, attorneys and counsel, and any taxes and assessments and other charges prior to the lien of the Mortgage, which the Mortgagee shall deem necessary or desirable to pay, and all expenses of such repairs, alterations, additions and improvements, and other disbursements made by the Mortgagee

pursuant to the terms hereof, and may apply the remainder of the monies so received by the Mortgagee to the payment of any sums secured hereby.

(d) The Mortgagee may, to the extent permitted by law, with or without first taking possession, sell the Property, in whole or, to the extent permitted by law, in part, at public auction in the State of Hawaii, or at such place as may be required by law, having first given notice of such sale by publication as may be required by law, and may adjourn such sale from time to time by announcement at the time and place appointed for such sale or adjourned sale, and upon such sale, the Mortgagee may make and deliver to any purchaser a good and sufficient deed, assignment, conveyance, or bill of sale, and good and sufficient receipts for the purchase money, and do and perform all other acts as may be necessary fully to carry into effect this power of sale. It is the intent of this Mortgage that Mortgagee shall have a power of sale sufficient to foreclose on the Property pursuant to Hawaii Revised Statutes Chapter 667, Part I or Part II, or under any other applicable law.

(e) The Mortgagee may, either with or without first taking possession, proceed by action or actions at law or in equity, or by any other appropriate remedy, to enforce payment of the Obligation or performance of any other obligation secured hereby, and to foreclose this Mortgage, and to sell, in whole, or to the extent permitted by law, in part, the Property under the judgment or decree of a court or courts of competent jurisdiction. Nothing in this Mortgage, the Settlement Agreement or otherwise will preclude Mortgagee from taking any action to collect any liabilities under Title IV of the Employee Retirement Income Security Act of 1974, as amended, not secured hereby (" Remaining Title IV Obligations ") and Mortgagee reserves any and all rights under applicable law to take any such action, provided however that Mortgagee may only exercise any remedies under this Mortgage following the occurrence of a default.

(f) Mortgagee, as a matter of right and without regard to the sufficiency of the security, and without any showing of insolvency, fraud or mismanagement on the part of Mortgagor, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, shall be entitled to the appointment (without bond) of a receiver or receivers of the Property or any part thereof, and of the income, rents, issues and profits thereof.

(g) Mortgagee shall have the right to enforce one or more remedies hereunder, or any other remedy the Mortgagee may have under the Settlement Agreement or applicable law, successively or concurrently, including, but not limited to, the right to foreclose this Mortgage with respect to any portion of the Property, if the operation of the remaining portion thereof is not thereby rendered unlawful under the then applicable laws, rules and regulations of the governmental authorities having jurisdiction in the premises, without thereby impairing the lien of this Mortgage on the remainder of the Property or affecting the remedies of the Mortgagee available with respect thereto.

(h) Upon any sale, either under the power of sale hereby given or under judgment or decree in any judicial proceedings for foreclosure, or otherwise for enforcement of this Mortgage, the unpaid principal amount of the Settlement Agreement, the unpaid interest thereon, and all other obligations hereby secured, if not previously due, shall at once become and be immediately due and payable.

(i) Upon any such sale, the Mortgagee may bid for and purchase the Property or any part thereof, and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its absolute right without further accountability, and the Mortgagee, at any such sale may, if permitted by law, after allowing for the proportion of the total purchase price required to be paid in cash for the costs and expenses of the sale, commissioner's compensation and other charges, in paying purchase money, credit bid the amount of the Obligation in lieu of cash, up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon.

The Mortgagee shall be permitted to bid at any public auction held to sell the Property without payment of a deposit or down payment of any kind. The Mortgagee shall not be required at confirmation of any public auction sale to extend credit or financing of any kind to the Mortgagor or any other party that may acquire the Property.

(j) Any such sale shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against the Mortgagor and all persons and corporations lawfully claiming by or through or under the Mortgagor; and the Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Mortgagor, in the Mortgagor's name and stead, for the purpose of effectuating any such sale, to execute and deliver all necessary deeds, conveyances, assignments, bills of sale and other instruments with power to substitute one or more persons or corporations with like power; provided, that the Mortgagor shall ratify and confirm any such sale or transfer if required by the Mortgagee by delivering all proper conveyances or other instruments to such persons or corporations as may be designated in any such request.

(k) In case the Mortgagee shall have proceeded to enforce any right hereunder and such proceedings shall have been discontinued or abandoned for any reason, then in every such case, the Mortgagor and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the Property, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken. No remedy herein reserved to the Mortgagee is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity, or by statute.

Section 3.3. Other Rights of Mortgagee. Mortgagor covenants promptly to reimburse and pay to Mortgagee on demand, at the place where the Obligation is payable, the amount of all reasonable expenses (including the cost of any insurance, taxes or other charges) incurred by Mortgagee in connection with Mortgagee's custody, preservation, use or operation of the Property, together with interest thereon from the date incurred by Mortgagee at theApplicable Rate, and all such expenses, costs, taxes, interest and other charges shall be and become a part of the Obligation secured hereby. It is agreed, however, that the risk of loss or damage to the Property is on Mortgagor, and Mortgagee shall have no liability whatsoever for decline in value of the Property, for failure to obtain or maintain insurance, or for failure to determine whether insurance in force is adequate as to amount or as to the risks insured.

Section 3.4. Possession After Foreclosure. If the liens or security interests hereof shall be foreclosed by power of sale, by judicial action or otherwise, the purchaser at any such sale shall receive immediate possession of the property purchased, and if Mortgagor or Mortgagor's successors shall hold possession of said property or any part thereof, subsequent to foreclosure, Mortgagor and Mortgagor's successors shall be considered as tenants at sufferance of the purchaser at foreclosure sale (without limitation of other rights or remedies, at a reasonable rental per day, due and payable daily, based upon the value of the portion of the Property so occupied), and anyone occupying such portion of the Property after demand is made for possession thereof shall be guilty of trespass and shall be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages by reason thereof are hereby expressly waived by Mortgagor and Mortgagor's successors.

Section 3.5. Application of Proceeds. The proceeds from any sale, lease or other disposition made pursuant to this Article, or the proceeds from the surrender of any insurance policies pursuant to the terms of this Mortgage, or any rental collected by Mortgagee from the Property, or proceeds from insurance which Mortgagee elects to apply to the Obligation, shall be applied by Mortgagee as follows: first, to the payment of all expenses incurred by Mortgagee in enforcing or exercising its rights under this Mortgage, including without limitation, any expenses of advertising, selling and conveying the Property or part thereof, including reasonable attorneys' and commissioner's fees; second, to accrued interest on the Obligation at the 4062.7(c) Rate; third, to principal on the matured portion of the Obligation; fourth, to prepayment of the unmatured portion, if any, of the Obligation applied to installments of principal in the inverse order of maturity; and fifth, the balance, if any, remaining after the full and final payment and performance of the Obligation to the person or persons legally entitled thereto. If such proceeds shall be insufficient to discharge the entire Obligation, the Mortgagee shall have any other legal recourse against the Mortgagor for the deficiency. In addition, Mortgagee reserves any and all rights under applicable law to exercise any right or remedy to collect any Remaining Title IV Obligations regardless of whether or not such proceeds shall be sufficient to discharge the entire Obligation.

ARTICLE IV

SECURITY AGREEMENT

This Mortgage is also a security agreement between Mortgagor, as debtor, and Mortgagee, as secured party. Mortgagor hereby grants to Mortgagee and Mortgagee's successors and assigns, a security interest in those portions of the Property in which a security interest may lawfully be created, including without limitation: (i) those portions of the Property which constitute Accessories and each and every part thereof; (ii) all proceeds from the sale, lease or other disposition of all or any part of the Property; and (iii) all sums, proceeds, funds and reserves described or referred to in this Mortgage. However, the grant of a security interest in proceeds shall not be deemed to authorize any action otherwise prohibited herein. The security interest created hereby is specifically intended to cover and include all Leases including all extended terms and all extensions and renewals of the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest of Mortgagor, as lessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the rents, income, revenues, issues and profits and moneys payable as damages or in lieu of rent and moneys payable as the purchase price of the Property or any part thereof or of awards or claims for money and other sums of money payable or receivable thereunder howsoever payable, and to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Mortgagor or any lessor is or may become entitled to do under the Leases; provided, that this provision shall not impair or diminish any obligation of Mortgagor under the Leases, nor shall any obligation be imposed upon Mortgagee. In addition to Mortgagee's rights hereunder or otherwise, Mortgagee shall have all of the rights of a secured party under the Hawaii Uniform Commercial Code (the " Code "). Mortgagee may, from time to time, file all financing statements as required by Mortgagee in order to establish or maintain the validity, perfection or priority of the security interests created herein. Mortgagor shall (a) promptly pay to Mortgagee on demand all costs of preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably required by Mortgagee and (b) give to Mortgagee a certificate in form satisfactory to Mortgagee listing all trade names of Mortgagor and under which Mortgagor operates or intends to operate the Property or any part thereof, and give to Mortgagee advance written notice of any proposed change of any such trade name and of any change of name (or trade name or assumed name), identity or structure of Mortgagor. A carbon, photographic or other reproduction of this Mortgage or of a financing statement executed pursuant hereto is sufficient as a financing statement. This Mortgage is, without limitation, intended to be a financing statement filed as a fixture filing with respect to the portions of the Property which are or are to

become fixtures, and as a mineral, crop and timber filing. The addresses of Mortgagor (debtor) and Mortgagee (secured party—from whom information concerning the security interest may be obtained) is set forth on the first page hereof. Mortgagor is the record owner of the Land, the Improvements, the Accessories and the rest of the Property.

ARTICLE V

SPECIAL PROVISIONS

Section 5.1. Condemnation Proceeds. If the Property or any part thereof shall be condemned, the Mortgagee may appear and defend any such suit and is hereby irrevocably authorized, to collect all of the proceeds and apply the same upon any covenant, agreement, obligation or condition secured hereby. All costs, expenses and attorneys' fees paid or incurred by the Mortgagee in the course of such proceedings shall become part of the Obligation secured hereby. Notwithstanding any taking by eminent domain, alteration of the grade of any Street or other injury to or decrease in value of the Property by any public or quasi-public authority or corporation, any interest imposed under 29 U.S.C.§ 1362(b)(1) and 29 C.F.R. § 4062.7(c) shall continue to accrue until any and all liability under 29 U.S.C. § 1362(b)(1) has been satisfied without regard to whether or not an award or payment from such authority or corporation has been received by the Mortgagee, and any reduction in the Obligation secured hereby shall be deemed to take effect only on the date of such receipt. Any such award or payment received by or under the control of the Mortgagee, less the cost, if any, incurred by Mortgagee with respect thereto, shall, unless the Mortgagor is in default under the terms of this Mortgage, be applied toward the payment of the cost of altering, restoring or rebuilding any part of the Property which may have been altered, damaged or destroyed as a result of any such taking, alteration of grade or other injury to the Property, on proof sufficient to the Mortgagee that the sum requested is justly required to pay the contractors, materialmen, laborers, engineers, architects or other persons rendering services or materials in connection with such work. Upon the completion of the work and payments in full therefor, or if the Mortgagor is in default under any of the terms of this Mortgage, Mortgagee may apply any remaining amount of any such proceeds to the payment of any indebtedness secured by this Mortgage. If, prior to the receipt by the Mortgagee of such award or payment, the Property shall have been sold on foreclosure of this Mortgage, the Mortgagee shall have the right to receive such award or payment to the extent of the mortgage debt remaining unsatisfied after such sale of the Property, with interest thereon at the 4062.7(c) Rate and reasonable attorneys' fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or payment.

Section 5.2. Insurance Proceeds. In the event of any casualty at the Property, Mortgagor will give immediate notice by mail to Mortgagee, who may make proof of loss if not made promptly by Mortgagor, and each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Mortgagee and not to Mortgagor and Mortgagee jointly. All insurance proceeds received by or under the control of the Mortgagee on account of damage or destruction to any Property, less the cost, if any, incurred by Mortgagee with respect thereto, shall, unless the Mortgagor is in default under the terms of this Mortgage, be applied toward the payment of the cost of repairing, restoring or rebuilding the Property so damaged or destroyed according to the original plans and specifications, or such others as may be approved by the Mortgagee, on proof sufficient to the Mortgagee that the sum requested is justly required to pay the contractors, materialmen, laborers, engineers, architects or other persons rendering services or materials in connection with such work. Upon the completion of the work and payment in full therefor, or if the Mortgagor is in default under any of the terms of this Mortgage, Mortgagee may apply any remaining amount of any such proceeds to the payment of any indebtedness secured by this Mortgage. If, prior to the receipt by the Mortgagee of such insurance proceeds, the Property shall have been sold on foreclosure of this Mortgage, the Mortgagee shall have the right to receive such insurance proceeds to the extent of the mortgage debt remaining unsatisfied after such sale of the Property, with interest thereon at the 4062.7(c) Rate and

reasonable attorneys' fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such insurance proceeds.

Section 5.3. Right to Accelerate Upon Transfer.

(a) Mortgagor may transfer all or any portion of the Property, subject to this Mortgage, to any Affiliate of Mortgagor, without obtaining the consent of Mortgagee, but Mortgagor shall provide prompt written notice to Mortgagee of any such transfer. An " Affiliate of Mortgagor " means any company that controls, is controlled by or is under common control with Mortgagor; and the term "control" shall mean the ownership directly or indirectly of more than 50% of the voting power of a company.

(b) Mortgagor may enter into one or more commercially reasonable Leases (as defined in Section 6.1) of all or any portion of the Property with persons or companies other than Affiliates of Mortgagor, without obtaining the consent of Mortgagee, but Mortgagor shall provide prompt written notice to Mortgagee of any such Lease.

(c) Except as provided, in Subsections 5.3 (a) or (b) above, if all or any portion of the Property shall be transferred or leased to any person or company, then, unless the Mortgagee approves said action, which approval shall not be unreasonably withheld, all of the indebtedness hereby secured shall at once become due and payable at the option of the Mortgagee.

(d) Notwithstanding anything contained in this Mortgage to the contrary, if Mortgagor enters into any lease permitted or approved under either Subsection 5.3(b) or (c) above (" Permitted Leases "), then Mortgagee shall, upon request, enter into a Subordination, Non-disturbance and Attornment Agreement reasonably acceptable to the Lessee, pursuant to which Mortgagee shall agree that in the event of a default under this Mortgage by Mortgagor, Mortgagee shall not disturb such Lessee's possession of the leased premises or rights under its Permitted Lease, so long as such Lessee is not in default under such Permitted Lease beyond the expiration of any applicable grace or cure period. Any proceeding by Mortgagee to foreclose this Mortgage, or any action by way of its entry into possession after default, shall not operate to terminate any Permitted Lease, and Mortgagee will not cause any Lessee under any such Permitted Lease to be disturbed in his possession and enjoyment of the leased premises, so long as such Lessee is not in default under such Permitted Lease beyond the expiration of any applicable grace or cure period.

Section 5.4. Contest of Certain Claims. Notwithstanding the provisions of Subsections 2.2(b) or 2.2(h) hereof, Mortgagor shall not be in default for failure to pay or discharge any tax, assessment, or mechanic's or materialman's lien asserted against the Property if, and so long as, (a) Mortgagor shall have notified Mortgagee of same within five days of obtaining knowledge thereof; (b) Mortgagor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Property or any part thereof, to satisfy the same; (c) Mortgagor shall have furnished to Mortgagee a cash deposit, or an indemnity bond satisfactory to Mortgagee with a surety satisfactory to Mortgagee, in the amount of the tax, assessment or mechanic's or materialman's lien claim, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Property or any part thereof; (d) Mortgagor shall promptly upon final determination thereof pay the amount of any such tax, assessment or claim so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the tax, assessment or mechanic's or materialman's lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Property; and (f) notwithstanding the foregoing, Mortgagor shall immediately upon request of Mortgagee pay (and if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay or cause to be discharged or bonded against) any such tax, assessment or claim notwithstanding such contest, if in the reasonable opinion of Mortgagee the Property shall be in

jeopardy or in danger of being forfeited or foreclosed. Mortgagee may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Mortgagee, the entitlement of such claimant is established.

ARTICLE VI

LEASES AND ASSIGNMENT OF RENTAL

Section 6.1. Definitions. As used in this Mortgage: (a) " Lease " means any lease, sublease or other agreement under the terms of which any person or entity has or acquires any right to occupy or use the Property, or any part thereof, or any interest therein, including all extended or renewal terms thereof and all modifications or amendments thereto and replacements therefor; (b) " Lessee " means the lessee, sublessee, tenant or other person or entity having the right to occupy or use a part of the Property under a Lease; and (c) " Rental " means the rents, royalties and other consideration payable to Mortgagor by the Lessee under the terms of a Lease.

Section 6.2. Assignment of Rental. Mortgagor hereby assigns to Mortgagee all Rental payable under each Lease now or at any time hereafter existing, such assignment being upon the following terms: (a) until receipt from Mortgagee of notice of the occurrence of a default, each Lessee may pay Rental directly to Mortgagor, but Mortgagor covenants that it will from and after receipt from Mortgagee of notice of default hold all Rental so paid in trust for the use and benefit of Mortgagee; (b) upon receipt from Mortgagee of notice that a default exists, each Lessee is hereby authorized and directed to pay directly to Mortgagee all Rental thereafter accruing, and a receipt for such payment from Mortgagee shall be a release of such Lessee to the extent of all amounts so paid; (c) Rental so received by Mortgagee shall be applied by Mortgagee, first, to the expenses, if any, of collection and then in accordance with Section 3.5; (d) without impairing its rights hereunder, Mortgagee may, at its option, at any time and from time to time, release to Mortgagor Rental so received by Mortgagee, or any part thereof; (e) Mortgagee shall not be liable for its failure to collect, or its failure to exercise diligence in the collection of Rental, but shall be accountable only for Rental that it shall actually receive; and (f) this assignment shall terminate upon the release of this Mortgage but no Lessee shall be required to take notice of termination until a copy of such release shall have been delivered to such Lessee. As between Mortgagee and Mortgagor or any person or entity claiming through or under Mortgagor, other than a Lessee who has not received notice of default pursuant to Subsection 6.2(b) hereof, the assignment contained in this Subsection is intended to be absolute, unconditional and presently effective and the provisions of Subsection 6.2(a) and 6.2(b) hereof are intended solely for the benefit of each Lessee and shall never inure to the benefit of Mortgagor or any person or entity claiming through or under Mortgagor, other than a Lessee who has not received such notice. It shall never be necessary for Mortgagee to institute legal proceedings of any kind whatsoever to enforce the provisions of this Section.

Section 6.3. Mortgagor's Obligations. Mortgagor shall: (a) upon demand by Mortgagee, assign to Mortgagee, by separate instrument in form and substance satisfactory to Mortgagee, any or all Leases, or the Rental payable thereunder, including but not limited to, any Lease which is now in existence or which may be executed after the date hereof; (b) neither accept from any Lessee, nor permit any Lessee to pay, Rental for more than one month in advance not including a customary security deposit; (c) comply, as lessor, with the terms and provisions of each Lease; (d) not waive, excuse, release or condone any nonperformance of any covenants of any Lessee; (e) give to Mortgagee duplicate notice of each default by each Lessee; and (f) cause each Lessee to agree (and each Lessee under each Lease executed after the date hereof does so agree) to give to Mortgagee written notice of each and every default by Mortgagor under its Lease and not to exercise any remedies under such Lease unless Mortgagee fails to cure such default within ten days, or within such longer period as may be reasonably

necessary if such default cannot be cured within ten days, after Mortgagee has received such notice, provided that Mortgagee shall never have any obligation or duty to cure any such default.

Section 6.4. Mortgagee's Collection of Rental. In the event Mortgagee ever collects Rental through an agent, Mortgagee shall be entitled to pay its agent as compensation for collecting such Rental, from sums so collected, a sum not to exceed five percent of the Rental so collected.

ARTICLE VII

HAZARDOUS MATERIALS

Section 7.1. Definitions. For the purposes of this Article, unless the context otherwise specifies or requires, the following terms shall have the meaning herein specified:

(a) " Governmental Authority " shall mean the United States of America, the state, the county, the city, or any other political sub-division in which the Property is located, and any other political subdivision, agency, or instrumentality exercising jurisdiction over Mortgagor or the Property.

(b) " Governmental Requirements " shall mean all laws, ordinances, rules, and regulations of any Governmental Authority applicable to Mortgagor or the Property.

(c) " Hazardous Materials " shall mean (i) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C.A. §§ 6901 et seq.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.A. §§ 9601 et. seq.) ("CERCLA"), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; (iv) polychlorinated biphenyls; (v) underground storage tanks, whether empty, filled, or partially filled with any substance; (vi) any substance the presence of which on the Property is prohibited by any Governmental Requirements; and (vii) any other substance which by any Governmental Requirements requires special handling or notification of any Governmental Authority in its collection, storage, treatment, or disposal.

(d) " Hazardous Materials Contamination " shall mean the contamination (whether presently existing or hereafter occurring) of the Improvements, facilities, soil, groundwater, air, or other elements on or of the Property by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air, or other elements on or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Mortgage) emanating from the Property.

Section 7.2. Representations and Warranties. Mortgagor hereby represents and warrants to the best of its knowledge that:

(a) No Hazardous Materials are now located on the Property and neither Mortgagor nor any other person or entity has ever caused or permitted any Hazardous Materials to be placed, held, located, or disposed of on, under, or at the Property or any part thereof;

(b) No part of the Property is being used or has been used at any previous time for the disposal, storage, treatment, processing, or other handling of Hazardous Materials, nor is any part of the Property affected by any Hazardous Materials Contamination;

(c) No property adjoining the Property is being used, or has ever been used at any previous time for the disposal, storage, treatment, processing, or other handling of Hazardous Materials nor is any other property adjoining the Property affected by Hazardous Materials Contamination;

(d) No investigation, administrative order, consent order and agreement, litigation, or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated, or in existence with respect to the Property. The Property is not currently on and has never been on any federal or state "Superfund" or "Superlien" list; and

(e) Neither Mortgagor nor any Lessee has received any notice from any Governmental Authority with respect to any violation of any Governmental Requirements.

Section 7.3. Covenants. The use which Mortgagor and any Lessee makes and intends to make of the Property will not result in the disposal or release of any Hazardous Materials on, in, or to the Property. Mortgagor shall not cause any violation of any Governmental Requirements, nor permit any Lessee to cause such a violation, nor permit any environmental lien to be placed on any portion of the Property. Mortgagor shall conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to clean up and remove Hazardous Materials on, in, from, or affecting any portion of the Property (a) in accordance with all Governmental Requirements, (b) to the satisfaction of Mortgagee, and (c) in accordance with the orders and directives of all Governmental Authorities. Mortgagor agrees to: (y) give notice to Mortgagee immediately upon Mortgagor's acquiring knowledge of the presence of any Hazardous Materials on the Property or of any Hazardous Materials Contamination with a full description thereof; and (z) promptly comply with any Governmental Requirements requiring the removal, treatment, or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Mortgagee with satisfactory evidence of such compliance.

Section 7.4. Indemnity. Mortgagor shall defend, indemnify, and hold harmless Mortgagee from any and all liabilities (including strict liability), actions, demands, penalties, losses, costs, and expenses (including, without limitation, attorneys' fees and expenses, and remedial costs), suits, costs of any settlement or judgment, and claims of any and every kind whatsoever which may now or in the future (whether before or after the release of this Mortgage and regardless of whether or not caused by or within the control of Mortgagor) be paid, incurred, or suffered by or asserted against Mortgagee by any person or entity or Governmental Authority for, with respect to, or as a direct or indirect result of (a) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from the Property of any Hazardous Materials or any Hazardous Materials Contamination, or (b) the environmental condition of the Property or the applicability of any Governmental Requirements relating to Hazardous Materials (including, without limitation, CERCLA or any federal, state, or local law, including so-called "Superfund" or "Superlien" laws, statutes, ordinances, codes, rules, regulations, orders, or decrees.

Section 7.5. Mortgagee's Right to Take Action. Mortgagee shall have the right but not the obligation, prior or subsequent to a default under this Mortgage, without in any way limiting Mortgagee's other rights and remedies under this Mortgage or otherwise, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve, or minimize the impact of, or otherwise deal with, any Hazardous Materials or Hazardous Materials Contamination on the Property following receipt of any notice from any person or entity asserting the existence of any Hazardous Materials or Hazardous Materials Contamination pertaining to the Property or any part thereof which, if true, could result in an order, suit, imposition, or lien on the Property, or other action which, in Mortgagee's sole opinion, could jeopardize Mortgagee's security under this Mortgage. All costs and expenses paid or incurred by Mortgagee in the exercise of any such rights shall be and become a part of the Obligation secured hereby and shall be payable by Mortgagor upon demand by Mortgagee.

Section 7.6. Survival. The representations, covenants, agreements, warranties, and indemnifications contained in this Article shall survive the release of this Mortgage and the repayment of the indebtedness secured hereby and any foreclosure (or conveyance in lieu thereof) of the liens and security interests granted hereunder.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Release. Upon termination of the Settlement Agreement if no liability has arisen under 29 U.S.C. § 1362(b)(1) with respect to the Maui Land & Pineapple Company, Inc. Pension Plan for Bargaining Unit and Hourly Employees or upon payment in full of the Obligation, Mortgagee shall execute and deliver to Mortgagor a release of this Mortgage in form sufficient for recording in the Bureau of Conveyances of the State of Hawaii prepared by Mortgagor at its sole expense.

Section 8.2. Waiver. Any and all covenants in this Mortgage may, from time to time, by instrument in writing signed by Mortgagee and delivered to Mortgagor, be waived to such extent and in such manner as Mortgagee may desire, but no such waiver shall ever affect or impair Mortgagee's rights, remedies, powers, privileges, liens, titles and security interests hereunder except to the extent so specifically stated in such written instrument. No waiver of any default on the part of Mortgagor or a breach of any of the provisions of this Mortgage or of the Settlement Agreement shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers hereunder shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time.

Section 8.3. Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing and except to any extent otherwise provided herein, shall be given in the manner set forth in the Settlement Agreement.

Section 8.4. Enforceability. If any provision of this Mortgage or the application thereof to any person or entity or circumstance shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Mortgage nor the application of such provision to any other person or entity or circumstance shall be affected thereby, but rather the same shall be enforced to the greatest extent permitted by law. If the rights and liens created by this Mortgage shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the Obligation, the portion of the Obligation which as the result of such invalidity or unenforceability is no longer secured by the liens and security interests herein granted shall be completely paid prior to the payment of the portion, if any, of the Obligation which shall continue to be secured hereunder, and all payments made on the Obligation shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Obligation.

Section 8.5. Binding Effect. The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators, personal representatives, successors and assigns of the parties hereto and shall be covenants running with the Land. The term "Mortgagor" shall include in their individual capacities and jointly all parties hereinabove named a Mortgagor.

Section 8.6. Headings; Construction. The headings which have been used throughout this Mortgage have been inserted for convenience of reference only and do not constitute matter to be construed in interpreting this Mortgage. Words of any gender used in this Mortgage shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof," "hereunder," and other similar compounds of the words "here" when used in this Mortgage shall refer to the entire Mortgage and not to any provision or section.

Section 8.7. Controlling Law. This Mortgage shall be governed by and construed in accordance with Hawaii law and applicable United States federal law.

IN WITNESS WHEREOF, Mortgagor has hereunto set its hand as of the day and year first above-written.


		MORTGAGOR:
		MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
		By:		/s/ RYAN CHURCHILL
		Name:		Ryan Churchill
		Its:		President & Chief Operating Officer
		By:		/s/ ADELE H. SUMIDA
		Name:		Adele H. Sumida
		Its:		Controller & Secretary

QuickLinks

Exhibit 10.23

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, FIXTURE FILING AND FINANCING STATEMENT
W I T N E S S E T H
ARTICLE I THE OBLIGATION
ARTICLE II CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF MORTGAGOR
ARTICLE III DEFAULTS OF MORTGAGOR AND REMEDIES OF MORTGAGEE
ARTICLE IV SECURITY AGREEMENT
ARTICLE V SPECIAL PROVISIONS
ARTICLE VI LEASES AND ASSIGNMENT OF RENTAL
ARTICLE VII HAZARDOUS MATERIALS
ARTICLE VIII MISCELLANEOUS

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 21

Maui Land & Pineapple Company, Inc.—Subsidiaries
As of December 31, 2011

Name	State of Incorporation

Maui Pineapple Company, Ltd.	Hawaii	100
Kapalua Land Company, Ltd.	Hawaii	100
Kapalua Realty Company, Ltd.	Hawaii	100
Kapalua Advertising Company, Ltd.	Hawaii	100
Kapalua Water Company, Ltd.	Hawaii	100
Kapalua Waste Treatment Company, Ltd.	Hawaii	100
Kapalua Bay Holdings, LLC	Delaware	51
Kapalua Bay, LLC	Delaware	100

QuickLinks

Exhibit 21

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-133898 and No. 333-112932 on Form S-8, and Amendment No. 1 to Registration Statement No. 333-150244 on Form S-3, of our report relating to the consolidated financial statements and financial statement schedule of Maui Land & Pineapple Company, Inc. and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty) dated March 2, 2012, appearing in the Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. and subsidiaries for the year ended December 31, 2011.

/s/ DELOITTE & TOUCHE LLP

Honolulu, Hawaii
March 2, 2012

QuickLinks

Exhibit 23.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1

CERTIFICATION

I, Warren H. Haruki, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the "Registrant");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date: March 2, 2012		By:		/s/ WARREN H. HARUKI Warren H. Haruki Chairman of the Board & Chief Executive Officer Maui Land & Pineapple Company, Inc.

QuickLinks

Exhibit 31.1

CERTIFICATION

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.2

CERTIFICATION

I, Tim T. Esaki, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Maui Land & Pineapple Company, Inc. (the "Registrant");

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date: March 2, 2012		By:		/s/ TIM T. ESAKI Tim T. Esaki Chief Financial Officer Maui Land & Pineapple Company, Inc.

QuickLinks

Exhibit 31.2

CERTIFICATION

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 32.1

CERTIFICATION

In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the "Company") on Form 10-K for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on March 2, 2012 (the "Report"), I, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		By:		/s/ WARREN H. HARUKI Warren H. Haruki Chairman of the Board Chief Executive Officer
				March 2, 2012

This certification accompanies this Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

QuickLinks

EXHIBIT 32.1

CERTIFICATION

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 32.2

CERTIFICATION

In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the "Company") on Form 10-K for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on March 2, 2012 (the "Report"), I, Tim T. Esaki, Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)) and 18 U.S.C. Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		By:		/s/ TIM T. ESAKI Tim T. Esaki Chief Financial Officer
				March 2, 2012

QuickLinks

EXHIBIT 32.2

CERTIFICATION