63330--3/29/2010--MAUI_LAND_&_PINEAPPLE_CO

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{stock, price, share}

{debt, indebtedness, cash}

{loan, real, estate}

{cost, contract, operation}

{operation, natural, condition}

{competitive, industry, competition}

{capital, credit, financial}

{tax, income, asset}

{investment, property, distribution}

{condition, economic, financial}

{stock, price, operating}

Risks Related to our Business Unstable market conditions could continue to materially and adversely affect our operating results. Real estate investments are subject to numerous risks and we are negatively impacted by the downturn in the real estate market. Because we are located in Hawaii and therefore apart from the mainland United States, we are more sensitive to certain economic factors, such as increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations. We are involved in joint ventures and are subject to risks associated with joint venture relationships. If we are unable to complete land development projects within forecasted timing and budgeting, or at all, financial results may be negatively affected. If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected. If we are unable to successfully compete with other developers of luxury real estate on Maui, our financial results could be materially affected. We have entered into limited guarantees under which we may be required to guarantee completion of the Residences at Kapalua Bay project or certain limited recourse obligations of Bay Holdings. We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development. Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition and results of operations. If we are unable to find a title sponsor for the Ladies Professional Golf Association (LPGA) golf tournament that we are contractually obligated to sponsor, we may have to bear the full cost of producing the tournament. 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. 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 raising sufficient capital and selling real estate assets in a difficult market. We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations. The financial markets have recently experienced significant turmoil which may negatively impact our liquidity and our ability to obtain financing. The convertible notes provide the holders with certain rights of redemption and, upon the occurrence of various events of default and change of control transactions, the right to require us to redeem the convertible notes for cash. We may not have the funds necessary to redeem the convertible notes for cash, or any such redemption of the convertible notes could leave us with little or no working capital for operations or capital expenditures. Risks Relating to our Stock Our stock price has been subject to significant volatility. 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. We do not anticipate declaring any cash dividends on our common stock. If we do not meet the continued listing requirements of the New York Stock Exchange (NYSE), our common stock may be delisted.

Full 10-K form ▸

63330--3/29/2010--MAUI_LAND_&_PINEAPPLE_CO_INC