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):  February 23, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 23, 2018, the Company issued a press release, which sets forth the results of its operations for the year ended December 31, 2017. 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 February 23, 2018.

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:    February 26, 2018	By:	/s/ TIM T. ESAKI
		Tim T. Esaki
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Maui Land & Pineapple Company, Inc. Press Release dated February 23, 2018.

EX-99.1

Exhibit 99.1

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

MAUI LAND & PINEAPPLE REPORTS 2017 NET INCOME OF $10.9 MILLION

KAPALUA RESORT, Hawaii, February 23, 2018 (BUSINESS WIRE) --

Maui Land & Pineapple Company, Inc. (NYSE: MLP) reported net income of $10.9 million, or $0.57 per share, for 2017. This compares to net income of $21.8 million, or $1.15 per share, for 2016. The Company reported revenues of $24.4 million and $47.4 million for 2017 and 2016, respectively.

For the fourth quarter of 2017, the Company recognized a net loss of $0.9 million or $(0.05) per share. For the fourth quarter of 2016, the Company recognized net income of $7.4 million or $0.39 per share. Operating revenues totaled $2.5 million and $20.3 million during the fourth quarters of 2017 and 2016, respectively.

The Company did not have any real estate sales during the fourth quarter of 2017.

“With the significant pay down of our debt in early 2017, it marked the culmination of a more than five-year process of restructuring our business,” stated Warren H. Haruki, Chairman and CEO. “The starting point had MLP with over $135 million of bank loans, with almost all of our assets pledged as collateral, and loan covenants which severely restricted our ability to finance our development efforts and operations. As part of this process, we selectively sold non-core assets, retired 99% of our bank debt, and were able to secure long-term financing capabilities. These moves provide the foundation and liquidity we need to achieve sustained growth for MLP in the future.”

Additional Information

Additional information with respect to Maui Land & Pineapple Company, Inc. and our 2017 operating results will be available on our Form 10-K 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, agricultural 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.

Page 2

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME (LOSS)

AND COMPREHENSIVE INCOME

	Years Ended December 31,						Three Months Ended December 31,
	2017			2016			2017			2016
	(in thousands except per share amounts)						(in thousands except per share amounts)
OPERATING REVENUES
Real estate
Sales	$	13,681		$	36,000		$	-		$	18,000
Commissions		894			1,116			294			240
Leasing		5,527			5,324			1,218			752
Utilities		3,153			3,345			750			806
Resort amenities and other		1,122			1,579			256			549
Total Operating Revenues		24,377			47,364			2,518			20,347
OPERATING COSTS AND EXPENSES
Real estate
Cost of sales		579			6,188			-			5,214
Other		878			1,272			241			148
Leasing		2,444			2,971			727			594
Utilities		1,892			2,325			425			416
Resort amenities and other		1,033			947			245			274
General and administrative		2,515			2,204			792			506
Share-based compensation		1,319			984			254			243
Depreciation		1,756			1,984			460			498
Pension and other post-retirement expenses		871			5,019			265			4,708
Total Operating Costs and Expenses		13,287			23,894			3,409			12,601
OPERATING INCOME (LOSS)		11,090			23,470			(891	)		7,746
Interest expense		(190	)		(1,656	)		(38	)		(329	)
NET INCOME (LOSS)		10,900			21,814			(929	)		7,417
Pension, net of income taxes of $0		2,041			6,372			1,429			4,891
COMPREHENSIVE INCOME	$	12,941		$	28,186		$	500		$	12,308
NET INCOME (LOSS) PER COMMON SHARE--BASIC AND DILUTED	$	0.57		$	1.15		$	(0.05	)	$	0.39