8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2014

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Hawaii	001-06510	99-0107542
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
200 Village Road, Lahaina, Maui, Hawaii 96761 (Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 12, 2014, the Company issued a press release, which sets forth the results of its operations for the quarter ended September 30, 2014. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number	Description
99.1	Maui Land & Pineapple Company, Inc. Press Release dated November 12, 2014.

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SIGNATURES

Pursuant to the requirements 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 hereunto duly authorized.

	MAUI LAND & PINEAPPLE COMPANY, INC.
Date:     November 13, 2014	By:	/s/ TIM T. ESAKI
		Tim T. Esaki
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Maui Land & Pineapple Company, Inc. Press Release dated November 12, 2014.

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EX-99

Exhibit 99.1

NEWS RELEASE	Contact:
	Tim T. Esaki
	(808) 665-5480
	tesaki@kapalua.com

MAUI LAND & PINEAPPLE REPORTS 3^rd QUARTER 2014 RESULTS

KAPALUA RESORT, Hawaii, November 12, 2014 (BUSINESS WIRE) --

Maui Land & Pineapple Company, Inc. (NYSE: MLP) reported a net loss of $0.7 million, or $(0.04) per share, for the third quarter of 2014, compared to a net loss of $1.6 million, or $(0.08) per share for the third quarter of 2013. The Company reported revenues of $2.7 million and $2.8 million during the third quarters of 2014 and 2013, respectively.

For the nine months ended September 30, 2014, the Company reported a net loss of $1.2 million, or $(0.07) per share, compared to a net loss of $2.5 million, or $(0.14) per share, for the nine months ended September 30, 2013. The Company reported revenues of $10.2 million and $8.0 million during the nine months ended September 30, 2014 and 2013, respectively.

In May 2014, the Company sold a 4-acre parcel and building that serves as the maintenance facility for the Kapalua Plantation Golf Course for $2.3 million. The sale resulted in a gain of $1.5 million.

In June 2013, the Company sold a 7-acre parcel that was the last of its former agricultural processing facilities in central Maui for $4.0 million. The sale resulted in a gain of $1.9 million.

As previously reported, on October 9, 2014, the Company sold an unimproved 244-acre parcel of former agricultural land located in West Maui, commonly known as Lipoa Point, to the State of Hawaii for $19.8 million. The sale resulted from a bill enacted by the State of Hawaii in June 2013, which provided for the purchase of Lipoa Point with the stipulation that the proceeds from the sale be designated for the benefit of the Company’s pension plans. The Lipoa Point property was previously pledged to the Pension Benefit Guaranty Corporation (“PBGC”) as security for the Company’s pension plans, which at September 30, 2014 were underfunded by $20.3 million.

Upon the closing of the Lipoa Point sale, the $19.8 million sale price, less closing costs of approximately $400,000, was transferred to the trustee of the Company’s pension plans and the mortgage on the property held by the PBGC was released. With the funding of the Company’s pension plans from the Lipoa Point sale, the Company does not expect to be required to make minimum contributions to its pension plans for the foreseeable future. Such contributions totaled $2.8 million and $2.1 million for 2014 and 2013, respectively.

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The Lipoa Point sale resulted in a gain of approximately $19.3 million, which will be included in the Company’s operating results for the quarter ending December 31, 2014.

Additional Information

Additional information with respect to Maui Land & Pineapple Company, Inc. and our 3^rd quarter 2014 operating results will be available on our Form 10-Q filed with the Securities and Exchange Commission and our website www.mauiland.com.

About Maui Land & Pineapple Company, Inc.

Maui Land & Pineapple Company, Inc. develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and manages properties, utilities, and a nature preserve at the Kapalua Resort.

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30,
	2014			2013
	(in thousands except share amounts)
OPERATING REVENUES
Real estate
Commissions	$	249		$	206
Leasing		1,246			1,315
Utilities		924			1,010
Resort amenities and other		320			283
Total Operating Revenues		2,739			2,814
OPERATING COSTS AND EXPENSES
Real estate
Other		355			613
Leasing		547			726
Utilities		600			588
Resort amenities and other		219			193
General and administrative		558			740
Depreciation		573			581
Pension and other postretirement expense		10			222
Total Operating Costs and Expenses		2,862			3,663
Operating Loss		(123	)		(849	)
Interest expense, net		(598	)		(641	)
Loss from Continuing Operations, net of income taxes of $0		(721	)		(1,490	)
Loss from Discontinued Operations, net of income taxes of $0		(28	)		(74	)
NET LOSS		(749	)		(1,564	)
Pension, net of income taxes of $0		163			228
COMPREHENSIVE LOSS	$	(586	)	$	(1,336	)
NET LOSS PER COMMON SHARE
--BASIC AND DILUTED
Continuing Operations	$	(0.04	)	$	(0.08	)
Discontinued Operations		-			-
Net Loss	$	(0.04	)	$	(0.08	)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Nine Months Ended September 30,
	2014			2013
	(in thousands except share amounts)
OPERATING REVENUES
Real estate
Sales	$	2,300		$	-
Commissions		485			397
Leasing		3,967			3,838
Utilities		2,475			2,793
Resort amenities and other		990			971
Total Operating Revenues		10,217			7,999
OPERATING COSTS AND EXPENSES
Real estate
Cost of sales		835			-
Other		993			1,452
Leasing		1,683			2,115
Utilities		1,745			1,682
Resort amenities and other		690			499
General and administrative		1,640			2,159
Depreciation		1,744			1,955
Pension and other postretirement expense		292			666
Total Operating Costs and Expenses		9,622			10,528
Operating Income (Loss)		595			(2,529	)
Interest expense, net		(1,667	)		(1,841	)
Loss from Continuing Operations, net of income taxes of $0		(1,072	)		(4,370	)
Income (Loss) from Discontinued Operations, net of income taxes of $0 and $116		(109	)		1,822
NET LOSS		(1,181	)		(2,548	)
Pension, net of income taxes of $0		455			618
COMPREHENSIVE LOSS	$	(726	)	$	(1,930	)
NET LOSS PER COMMON SHARE
--BASIC AND DILUTED
Continuing Operations	$	(0.06	)	$	(0.24	)
Discontinued Operations		(0.01	)		0.10
Net Loss	$	(0.07	)	$	(0.14	)