10-Q 1 kaa10q619.htm KAANAPALI LAND, LLC - FORM 10-Q - 6/30/19

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[  X  ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2019

 

or

 

[     ]       Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to __________

 

Commission file #0-50273

 

KAANAPALI LAND, LLC

(Exact name of registrant as specified in its charter)

 

Delaware

(State of organization)

01-0731997

(I.R.S. Employer Identification No.)

   

900 N. Michigan Ave., Chicago, Illinois

(Address of principal executive office)

60611

(Zip Code)

 

Registrant's telephone number, including area code: 312-915-1987

 

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 (the "Exchange Act") during the preceding 12 months (or for such a shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]    No [   ]

 

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-5 ('232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X ]    No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

 

  Large accelerated filer [    ]   Accelerated filer [     ]  
  Non-accelerated filer [    ]   Smaller reporting company [ X ]  
  (Do not check if a smaller reporting company)        

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]    No [ X ]

 

As of August 13, 2019, the registrant had 1,792,613 shares of Common Shares and 52,000 Class C Shares outstanding.

1 

TABLE OF CONTENTS

 

 

Part I   FINANCIAL INFORMATION    
         
Item 1.   Condensed Consolidated Financial Statements (unaudited) 3  
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 24  
         
Item 4.   Controls and Procedures 27  
         
Part II  OTHER INFORMATION    
         
Item 1.   Legal Proceedings 27  
         
Item 1A.   Risk Factors 27  
         
Item 6.   Exhibits 27  
         
SIGNATURES 28  

 

2 

 

Part I.  Financial Information

     Item 1.  Condensed Consolidated Financial Statements

 

KAANAPALI LAND, LLC

 

Condensed Consolidated Balance Sheets

 

June 30, 2019 and December 31, 2018

(Dollars in Thousands, except share data)

(Unaudited)

 

 

 

June 30,

2019

 

December 31,

2018

Assets
Cash and cash equivalents $ 26,653    $ 28,745 
Restricted cash   1,414      663 
Property, net   61,924      61,758 
Pension plan assets   14,122      13,971 
Other assets   3,717      3,769 
          Total assets $ 107,830    $ 108,906 
           
Liabilities
Accounts payable and accrued expenses $ 474    $ 565 
Deposits and deferred gains   2,431      2,406 
Deferred income taxes   9,841      10,162 
Other liabilities   11,974      12,219 
           
          Total liabilities   24,720      25,352 
           
Commitments and contingencies (Note 7)          
           
Equity

Common stock, at 6/30/19 and 12/31/18 non par value

  (Shares authorized – unlimited; shares issued and

    outstanding - 1,792,613 common shares and

    52,000 Class C shares

  --      -- 
Additional paid-in capital   5,471      5,471 
Accumulated other comprehensive loss, net of tax   (1,512)     (1,603)
Accumulated earnings   77,790      78,792 
           
          Stockholders’ equity   81,749      82,660 
           
Non-controlling interests   1,361      894 
           
          Total equity   83,110      83,554 
           
          Total liabilities and stockholders’ equity $ 107,830    $ 108,906 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

3 

KAANAPALI LAND, LLC

 

Condensed Consolidated Statements of Operations

 

Three and Six Months Ended June 30, 2019 and 2018

(Unaudited)

(Dollars in Thousands, except per share data)

 

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2019   2018   2019   2018
Revenues:                      
  Sales and rental revenues $ 1,895    $ 2,473    $ 2,580    $ 4,251 
  Interest and other income   62      53      113      95 
       Total revenues   1,957      2,526      2,693      4,346 
Cost and expenses:                      
  Cost of sales   1,065      2,266      1,981      3,877 

  Selling, general and administrative

  922      504      1,711      1,409 

  Depreciation and amortization

  51      58      98      114 
       Total cost and expenses   2,038      2,828      3,790      5,400 

  Operating loss from continuing

    operations before income taxes

  (81)     (302)     (1,097)     (1,054)
                       
  Income tax benefit   354          354     
                       
       Net income (loss)   273      (302)     (743)     (1,054)
                       

       Less: Net income attributable to

          non controlling interests

  334      173      263      199 
                       

       Net loss attributable to

          stockholders

$ (61)   $ (475)   $ (1,006)   $ (1,253)
                       

Net loss per share

  - basic and diluted

$ (0.03)   $ (0.26)   $ (0.55)   $ (0.68)

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4 

 

KAANAPALI LAND, LLC

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

 

Three and Six Months Ended June 30, 2019 and 2018

(Unaudited)

(Dollars in Thousands)

 

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2019   2018   2019   2018
                       
Net income (loss) $ 273    $ (302)   $ (743)   $ (1,054)
                       
Other comprehensive income:                      

    Net unrealized gains

     on pension plan assets

  61      71      123      142 

Other comprehensive income,

  net of tax

  61      71      123      142 
                       

Income tax expense related to

  items of other comprehensive

  income

  (16)     (19)     (32)     (37)

Other comprehensive income,

  net of tax

  45      52      91      105 
                       
Comprehensive income (loss)   318      (250)     (652)     (949)
                       

Comprehensive income (loss)

  attributable to non controlling

  interests

  334      173      263      199 
                       

Comprehensive loss

  attributable to stockholders

$ (16)   $ (423)   $ (915)   $ (1,148)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

5 

 

KAANAPALI LAND, LLC

 

Condensed Consolidated Statements of Equity

 

Three and Six Months Ended June 30, 2019

(Unaudited)

(Dollars in Thousands)

 

 

 

   

Common

Stock

 

Additional

Paid-In

Capital

 

Accumu-

lated

(Deficit)

Earnings

 

Accumu-

lated

Other

Compre-

hensive

Income/

(Loss)

 

Total

Stock-

holders’

Equity

 

Non

Controlling

Interests

 

Total

Equity

Balance at

  December 31, 2018

  $ --    $ 5,471    $ 78,792    $ (1,603)   $ 82,660    $ 894    $ 83,554 
                                           

Effect of consolidat-

  ing Kaanapali

  Coffee Farms

  Lot Owners’

  Association

    --      --          --          102      104 
                                           

Other comprehensive

  income, net of tax

    --      --      --      46      46      --      46 
                                           
Net loss     --      --      (945)     --      (945)     (71)     (1,016)
                                           

Balance at

  March 31, 2019

    --      5,471      77,849      (1,557)     81,763      925      82,688 
                                           

Effect of consolidat-

  ing Kaanapali

  Coffee Farms

  Lot Owners’

  Association

    --      --          --          102      104 
                                           

Other comprehensive

  income, net of tax

    --      --      --      45      45      --      45 
                                           
Net income (loss)     --      --      (61)     --      (61)     334      273 
                                           

Balance at

  June 30, 2019

  $ --    $ 5,471    $ 77,790    $ (1,512)   $ 81,749    $ 1,361    $ 83,110 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

6 

 

 

KAANAPALI LAND, LLC

 

Condensed Consolidated Statements of Equity

 

Three and Six Months Ended June 30, 2018

(Unaudited)

(Dollars in Thousands)

 

 

 

   

Common

Stock

 

Additional

Paid-In

Capital

 

Accumu-

lated

(Deficit)

Earnings

 

Accumu-

lated

Other

Compre-

hensive

Income/

(Loss)

 

Total

Stock-

holders’

Equity

 

Non

Controlling

Interests

 

Total

Equity

Balance at

  December 31, 2017

  $ --    $ 5,471    $ 81,754    $ (1,367)   $ 85,858    $ 630    $ 86,488 
                                           

Effect of consolidat-

  ing Kaanapali

  Coffee Farms

  Lot Owners’

  Association

    --      --      (7)     --      (7)     89      82 
                                           

Other comprehensive

  income, net of tax

    --      --      --      52      52      --      52 
                                           
Net loss     --      --      (778)     --      (778)     26      (752)
                                           

Balance at

  March 31, 2018

    --      5,471      80,969      (1,315)     85,125      745      85,870 
                                           

Effect of consolidat-

  ing Kaanapali

  Coffee Farms

  Lot Owners’

  Association

    --      --      (28)     --      (28)     132      104 
                                           

Other comprehensive

  income, net of tax

    --      --      --      53      53      --      53 
                                           
Net income (loss)     --      --      (475)     --      (475)     173      (302)
                                           

Balance at

  June 30, 2018

  $ --    $ 5,471    $ 80,466    $ (1,262)   $ 84,675    $ 1,050    $ 85,725 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

7 

 

 

KAANAPALI LAND, LLC

 

Condensed Consolidated Statements of Cash Flows

 

Six Months Ended June 30, 2019 and 2018

(Unaudited)

(Dollars in Thousands)

 

 

 

  2019   2018
           
Net cash provided by (used in) operating activities $ (1,285)   $ 748 
           
Net cash used in investing activities:          
  Property additions   (264)     (329)
           
Net cash provided by financing activities:          
  Contributions related to the LOA   208      186 
           
        Net increase (decrease) in cash and cash equivalents   (1,341)     605 

        Cash and cash equivalents and restricted cash

            at beginning of period

  29,408      31,157 
           

        Cash and cash equivalents and restricted cash

            at end of period

$ 28,067   $ 31,762 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

8 

 

KAANAPALI LAND, LLC

 

Notes to Condensed Consolidated Financial Statements

 

(Unaudited)

(Dollars in Thousands)

 

 

(1)  Summary of Significant Accounting Policies

 

Organization and Basis of Accounting

 

Kaanapali Land, LLC ("Kaanapali Land"), a Delaware limited liability company, is the reorganized entity resulting from the Joint Plan of Reorganization of Amfac Hawaii, LLC (now known as KLC Land Company, LLC ("KLC Land")), certain of its subsidiaries (together with KLC Land, the "KLC Debtors") and FHT Corporation ("FHTC" and, together with the KLC Debtors, the "Debtors") under Chapter 11 of the Bankruptcy Code, dated June 11, 2002 (as amended, the "Plan").

 

The Company's continuing operations are in two business segments - Agriculture and Property. The Agriculture segment remains engaged in farming, harvesting and milling operations relating to coffee orchards on behalf of the applicable land owners. The Company also cultivates, harvests and sells bananas and citrus and engages in certain ranching operations. The Property segment primarily develops land for sale and negotiates bulk sales of undeveloped land. The Property and Agriculture segments operate exclusively in the State of Hawaii.

 

The Kaanapali Coffee Farms Lot Owners’ Association is consolidated into the accompanying consolidated financial statements. The interests of third party owners are reflected as non-controlling interests. All significant intercompany transactions and balances have been eliminated in consolidation.

 

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, and therefore, should be read in conjunction with the Company's Annual Report on Form 10-K (File No. 0-50273) for the year ended December 31, 2018. Capitalized terms used but not defined in this quarterly report have the same meanings as in the Company's 2018 Annual Report on Form 10-K.

 

Property

 

The Company's significant property holdings are on the island of Maui consisting of approximately 3,900 acres, of which approximately 1,500 acres are classified as conservation land which precludes development. The Company has determined, based on its current projections for the development and/or disposition of its property holdings, that the property holdings are not currently recorded in an amount in excess of proceeds that the Company expects that it will ultimately obtain from the operation and disposition thereof.

 

9 

 

Inventory of land held for sale, of approximately $736 and $736, representing Kaanapali Coffee Farms, was included in Property, net in the consolidated balance sheets at June 30, 2019 and December 31, 2018, respectively, and is carried at the lower of cost or fair market value, less costs to sell, which is based on current and foreseeable market conditions, discussions with real estate brokers and review of historical land sale activity (level 2 and 3). Land is currently utilized for commercial specialty coffee farming operations which also support the Company's land development program, as well as, farming bananas, citrus and other farm products and ranching operations. Additionally, miscellaneous parcels of land have been leased or licensed to third parties on a short term basis.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be achieved in future periods.

 

Cash and Cash Equivalents

 

The Company considers as cash equivalents all investments with maturities of three months or less when purchased. Included in this balance is a money market fund for $8,000 that is considered to be a Level 1 investment with a maturity of 30 days. The Company’s cash balances are maintained primarily in two financial institutions. Restricted cash represents cash held by the Kaanapali Coffee Farms Lot Owners’ Association. Such balances significantly exceed the Federal Deposit Insurance Corporation insurance limits. Management does not believe the Company is exposed to significant risk of loss on cash and cash equivalents or restricted cash.

 

Revenue Recognition

 

Revenue from real property sales is recognized at the time of closing when control of the property transfers to the customer. After closing of the sale transaction, the Company has no remaining performance obligation. When the sale does not meet the requirements for full profit recognition, all or a portion of the profit is deferred until such requirements are met.

 

Other revenues are recognized when control of goods or services transfers to the customers, in the amount that the Company expects to receive for the transfer of goods or provision of services.

 

Revenue recognition standards require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange. The revenue recognition standards have implications for all revenues, excluding those that are under the specific scope of other accounting standards.

 

10 

 

The Company’s revenues that were subject to revenue recognition standards for the six months ended June 30, 2019 and 2018 were as follows (in thousands):

 

    Six Months ended June 30,  
    2019   2018  
  Sales of real estate $ 0   $ 2,417  
  Coffee and other crop sales   2,105     1,434  
  Total $ 2,105   $ 3,851  

 

The revenue recognition standards require the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the impacted revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its sales of real estate and coffee and other crop sales.

 

The Company evaluated its revenue recognition policy for all revenue streams and using the five-step model, confirmed that there were no differences in the pattern of revenue recognition.

 

Recently Issued Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) updated Accounting Standards Codification (“ASC”) Topic 842 Leases (ASU 2016-02). Accounting Standards Update (“ASU”) 2016-02 requires lessees to record operating and financing leases as assets and liabilities on the balance sheet and lessors to expense costs that are not direct incremental leasing costs. In addition, the following ASUs were subsequently issued related to ASC Topic 842, all of which are effective with ASU 2016-02:

 

·In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. The standard provides an optional transition practical expedient for the adoption of ASU 2016-02 that, if elected, does not require an organization to reconsider its accounting for existing land easements that are not currently accounted for under the old leases standard.

 

·In July 2018, the FASB issued ASU 2018-10: Codification Improvements to Topic 842, Leases, which affects narrow aspects of the guidance issued in the amendments to ASU 2016-02.

 

·In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. The guidance also provides an optional transition method which would allow entities to initially apply the new guidance in the period of adoption, recognizing a cumulative-effect adjustment to the opening balance of retained earnings, if necessary.

 

11 

 

ASU 2016-02 became effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.  The Company has elected the practical expedients allowable under ASU 2018-01 and ASU 2018-11, which included the optional transition method permitting January 1, 2019 to be its initial application date.  The adoption of this guidance did not result in an adjustment to retained earnings.  Additionally, the Company elected the package of practical expedients, which permits the Company not to reassess expired or existing contracts continuing a lease, the lease classification for expired or existing contracts, and initial direct costs for any existing leases.  Further, the Company elected the practical expedient regarding short-term leases, which allows lessees to elect not to apply the balance sheet recognition requirements in ASC 842 to short-term leases.  Finally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and, if operating lease payments are not probable of collection, to only recognize into income the lesser of (i) straight-line rental income or (ii) lease payments received to date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

The Company’s lease arrangements, both as lessor and as lessee, are short-term leases.  The Company leases land to tenants under operating leases, and the Company leases property, primarily office and storage space, from lessors under operating leases.  During the six months ended June 30, 2019, the Company recognized approximately $390 of lease income, substantially comprised of non-variable lease payments.  During the six months ended June 30, 2019, the Company recognized $42 of lease expense, substantially comprised of non-variable lease payments.

 

In June 2016, the FASB updated ASC Topic 326 Financial Instruments – Credit Losses with ASU 2016-13 Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss estimates. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within that fiscal year. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, significant impact is not anticipated.

 

In January 2017, the FASB issued guidance to add the SEC Staff Announcement “Disclosure of the Impact that Recently Issued Accounting Standards will have on the Financial Statements of a Registrant when such Standards are Adopted in a Future Period (in accordance with Staff Accounting Bulletin Topic 11.M).” The announcement applies to the May 2014 guidance on revenue recognition from contracts with customers and the February 2016 guidance on leases. The announcement provides the SEC staff view that a registrant should evaluate certain recent accounting standards that have not yet been adopted to determine appropriate financial statement disclosures about the potential material effects of those recent accounting standards. If a registrant does not know or cannot reasonably estimate the impact that adoption of the recent accounting standards referenced in this announcement is expected to have on the financial statements, then the registrant should make a statement to that effect and consider the additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the recent accounting standards will have on the financial statements of the registrant when adopted. The Company applies this guidance in its disclosures of Recently Issued Accounting Pronouncements.

 

In February 2018, the FASB issued ASU 2018-02, “Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI)”. These amendments provide financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Job Act (or portion thereof) is recorded. This standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those financial years. The Company adopted this guidance on January 1, 2019, which did not have a material impact on the Company’s consolidated financial statements.

12 

 

In August 2018, FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. ASU 2018-13 modified the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. This standard is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, significant impact is not anticipated.

 

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments established that the disclosure requirements on the analysis of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company included this presentation of changes in stockholders' equity as required under the new SEC guidance in our Form 10-Q for the three and six month period ended June 30, 2019 and the comparative three and six month period ended June 30, 2018.

 

 

(2)  Land Development

 

During the first quarter of 2006, the Company received final subdivision approval on an approximate 336 acre parcel in the region "mauka" (toward the mountains) from the main highway serving the area. This project, called Kaanapali Coffee Farms, consisted of 51 agricultural lots, offered to individual buyers. The land improvements were completed during 2008. As of June 30, 2019, the Company sold fifty lots at Kaanapali Coffee Farms including four lots during 2018. In conjunction with the sale of one lot in 2018, in addition to cash proceeds, the Company received a promissory note in the amount of $440.

 

In September 2014, Kaanapali Land Management Corp. (“KLMC”), pursuant to a property and option purchase agreement with an unrelated third party, closed on the sale of an approximate 14.9 acre parcel in West Maui. The purchase price was $3,300, paid in cash at closing. The agreement commits KLMC to fund up to between $803 and $1,008, depending on various factors, for off-site roadway, water, sewer and electrical improvements that will also provide service to other KLMC properties. The purchaser was also granted an option for the purchase of an adjacent site of approximately 18.5 acres for $4,078, of which $525 was paid in cash upon the closing of the 14.9 acre site. The nonrefundable $525 option payment can be applied to the purchase of the adjacent 18.5 acre option site. The option which initially expired in September 2017 has been extended to August 15, 2019. The 14.9 acre site is intended to be used for a hospital, skilled nursing facility, assisted living facility, and medical offices, and the option site is intended to be used for other medical and health-related facilities.

 

 

(3)  Mortgage Note Payable

 

Certain subsidiaries of Kaanapali Land are jointly indebted to Kaanapali Land pursuant to a certain Secured Promissory Note in the principal amount of $70,000 dated November 14, 2002, and due September 30, 2020, as extended. Such note had an outstanding balance of principal and accrued interest as of June 30, 2019 and December 31, 2018 of approximately $88,900 and $88,400, respectively. The interest rate currently is 1.19% per annum and compounds semi-annually. The note, which is prepayable, is secured by substantially all of the remaining real property owned by such subsidiaries, pursuant to a certain Mortgage, Security Agreement and Financing Statement, dated as of November 14, 2002 and placed on record in December 2002. The note has been eliminated in the consolidated financial statements because the obligors are consolidated subsidiaries of Kaanapali Land.

13 

 

(4)  Employee Benefit Plans

 

The Company participates in a defined benefit pension plan that covers substantially all its eligible employees. The Pension Plan is sponsored and maintained by Kaanapali Land in conjunction with other plans providing benefits to employees of Kaanapali Land and its affiliates.

 

The Company does not consider the excess assets of the Pension Plan (approximately $14 million) to be a source of liquidity due to the substantial cost, including Federal income tax consequences, associated with liquidating the Pension Plan.

 

The components of the net periodic pension benefit (credit), included in selling, general and administrative in the consolidated statements of operations for the three and six months ended June 30, 2019 and 2018 are as follows:

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2019   2018   2019   2018
Service cost $ 137    $ 154    $ 274    $ 308 
Interest cost           16      12 
Expected return on plan assets   (220)     (216)     (440)     (432)
Recognized net actuarial loss   61      71      123      142 

Net periodic pension cost

  (credit)

$ (13)   $ 15    $ (27)   $ 30 

 

The Company recognizes the over funded or under funded status of its employee benefit plans as an asset or liability in its statement of financial position and recognizes changes in its funded status in the year in which the changes occur through comprehensive income. Included in accumulated other comprehensive income at June 30, 2019 and December 31, 2018 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $1 ($1 net of tax) and $5 ($4 net of tax), respectively, and unrecognized actuarial loss of $2,042 ($1,512, net of tax) and $2,166 ($1,603, net of tax), respectively. The prior service cost and actuarial loss recognized in net periodic pension cost for the six months ending June 30, 2019 are $1 ($1 net of tax) and $123 ($91 net of tax), respectively.

 

The Company maintains a nonqualified deferred compensation arrangement (the "Rabbi Trust") which provides certain former directors of Amfac and their spouses with pension benefits. The Rabbi Trust invests in marketable securities and cash equivalents (Level 1). The deferred compensation liability of $429, included in Other liabilities, represented in the Rabbi Trust and assets funding such deferred compensation liability of $42, included in Other assets, are consolidated in the Company's balance sheet as of June 30, 2019.

 

 

(5)  Income Taxes

 

Federal tax return examinations have been completed for all years through 2005 and for the year 2013. The statutes of limitations have run for the tax years 2007 through 2012 and 2014. The statutes of limitations with respect to the Company's taxes for 2015 through 2018 remain open, subject to possible utilization of loss carryforwards from earlier years. Notwithstanding the foregoing, all NOLs generated and not yet utilized are subject to adjustment by the IRS. The Company believes adequate provisions for income tax have been recorded for all years, although there can be no assurance that such provisions will be adequate. To the extent that there is a shortfall, any such shortfall for which the Company could be liable could be material.

 

14 

 

Reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the Act) which made significant changes that affected the Company, primarily due to the lower U.S. Federal tax rate and the repeal of the corporate alternative minimum tax. On January 1, 2018, the Company’s federal corporate tax rate became 21%. The Company reflected the impact of this rate on its deferred tax assets and liabilities at December 31, 2017, as it was required to reflect the change in the period in which the law was enacted. The impact of this change was reflected as a net benefit of $8,076 in the income tax provision for the period ended December 31, 2017.

 

The Act also repealed the corporate alternative minimum tax for tax years beginning after January 1, 2018 and provided that prior alternative minimum tax credits (AMT credits) would be refundable. The Company has AMT credits that are expected to be refunded between 2018 and 2021 as a result of the Act. The Company’s 2017 tax provision reflected the release of previously recorded valuation allowances against AMT credit carry-forwards of $2,594, net of anticipated sequestration, as those credits will now be refundable. In January 2019, the IRS announced that the AMT tax credits refund will not be subject to sequestration. The expected refundable tax credit of $2,686 is included in Other assets in the accompanying consolidated financial statements.

 

The Act is a comprehensive tax reform bill containing a number of other provisions that either currently or in the future could impact the Company, particularly the effect of certain limitations effective for the tax year 2018 and forward (prior losses remain subject to the prior 20 year carryover period) on the use of federal net operating loss carryforwards (NOLs) which will generally be limited to being used to offset 80% of future annual taxable income.

 

 

(6)  Transactions with Affiliates

 

An affiliated insurance agency, JMB Insurance Agency, Inc., which has some degree of common ownership with the Company, earns insurance brokerage commissions in connection with providing the placement of insurance coverage for certain of the properties and operations of the Company. Such commissions are believed by management to be comparable to those that would be paid to such affiliate insurance agency in similar dealings with unaffiliated third parties. Commissions paid for the three and six months ended June 30, 2019 were $12 and $12, respectively, and $12 and $12 for the three and six months ended June 30, 2018, respectively.

 

The Company reimburses their affiliates for general overhead expense and for direct expenses incurred on its behalf, including salaries and salary-related expenses incurred in connection with the management of the Company's operations. Generally, the entity that employs the person providing the services receives the reimbursement. Substantially all of such reimbursable amounts were incurred by JMB Realty Corporation or its affiliates, 900FMS, LLC, and JMB Financial Advisors, LLC, all of which have some degree of common ownership with the Company. The total costs recorded in cost of sales and selling, general and administrative expenses in the consolidated statement of operations for the three and six months ended June 30, 2019 and 2018 were $359 and $634, respectively, and $364 and $683, respectively, of which $313 was unpaid as of June 30, 2019.

 

The Company derives revenue from farming and common area maintenance services and for providing non-potable water to the Kaanapali Coffee Farms Lot Owners Association (“LOA”). The LOA is the association of the owners of the Kaanapali Coffee Farms. The revenues were $224 and $531 for the three and six months ended June 30, 2019, respectively, and $218 and $512 for the three and six months ended June 30, 2018, respectively. Such revenue is recognized in the Agriculture Segment as disclosed in footnote 9 Business Segment Information. The 2019 and 2018 amounts have been eliminated in consolidation.

15 

 

(7)  Commitments and Contingencies

 

At June 30, 2019, the Company has no principal contractual obligations related to the land improvements in conjunction with Phase I of the Kaanapali Coffee Farms project.

 

Material legal proceedings of the Company are described below. Unless otherwise noted, the parties adverse to the Company in the legal proceedings described below have not made a claim for damages in a liquidated amount and/or the Company believes that it would be speculative to attempt to determine the Company's exposure relative thereto, and as a consequence believes that an estimate of the range of potential loss cannot be made. Any claims that were not filed on a timely basis under the Plan have been discharged by the Bankruptcy Court and thus the underlying legal proceedings should not result in any liability to the Debtors. All other claims have been satisfied. Proceedings against subsidiaries or affiliates of Kaanapali Land that are not Debtors were not stayed by the Plan and were permitted to proceed. However, two such subsidiaries, Oahu Sugar Company, LLC (“Oahu Sugar”) and D/C Distribution Corporation (“D/C”), filed subsequent petitions for liquidation under Chapter 7 of the Bankruptcy Code in April 2005 and July 2007, respectively, as described below. As a consequence of the Chapter 7 filings, both subsidiaries are not under control of the Company.

 

As a result of an administrative order issued to Oahu Sugar by the Hawaii Department of Health (“HDOH”), Order No. CH 98-001, dated January 27, 1998, Oahu Sugar was engaged in environmental site assessment of lands it leased from the U.S. Navy and located on the Waipio Peninsula. Oahu Sugar submitted a Remedial Investigation Report to the HDOH. The HDOH provided comments that indicated that additional testing may be required. Oahu Sugar responded to these comments with additional information. On January 9, 2004, the Environmental Protection Agency (“EPA”) issued a request to Oahu Sugar seeking information related to the actual or threatened release of hazardous substances, pollutants and contaminants at the Waipio Peninsula portion of the Pearl Harbor Naval Complex National Priorities List Superfund Site. The request sought, among other things, information relating to the ability of Oahu Sugar to pay for or perform a cleanup of the land formerly occupied by Oahu Sugar. Oahu Sugar responded to the information requests and had notified both the Navy and the EPA that while it had some modest remaining cash that it could contribute to further investigation and remediation efforts in connection with an overall settlement of the outstanding claims, Oahu Sugar was substantially without assets and would be unable to make a significant contribution to such an effort. Attempts at negotiating such a settlement were fruitless and Oahu Sugar received an order from EPA in March 2005 that would purport to require certain testing and remediation of the site. As Oahu Sugar was substantially without assets, the pursuit of any action, informational, enforcement, or otherwise, would have had a material adverse effect on the financial condition of Oahu Sugar. Counsel for the trustee, EPA, the Navy, and for Fireman’s Fund, one of Kaanapali Land’s insurers, are exploring ways in which to conclude the Oahu Sugar bankruptcy. There are no assurances that such an agreement can be reached.

 

Therefore, as a result of the pursuit of further action by the HDOH and EPA as described above and the immediate material adverse effect that the actions had on the financial condition of Oahu Sugar, Oahu Sugar filed with the United States Bankruptcy Court, Northern District of Illinois, Eastern Division its voluntary petition for liquidation under Chapter 7 of Title 11, United States Bankruptcy Code. Such filing is not expected to have a material adverse effect on the Company as Oahu Sugar was substantially without assets at the time of the filing. While it is not believed that any other affiliates have any responsibility for the debts of Oahu Sugar, the EPA has indicated that it intends to make a claim against Kaanapali Land as further described below, and therefore, there can be no assurance that the Company will not incur significant costs in conjunction with such claim.

 

16 

 

The deadline for filing proofs of claim with the bankruptcy court passed in April 2006. Prior to the deadline, Kaanapali Land, on behalf of itself and certain subsidiaries, filed claims that aggregated approximately $224,000, primarily relating to unpaid guarantee obligations made by Oahu Sugar that were assigned to Kaanapali Land pursuant to the Plan on the Plan Effective Date. In addition, the EPA and the U.S. Navy filed a joint proof of claim that seeks to recover certain environmental response costs relative to the Waipio Peninsula site discussed above. The proof of claim contained a demand for previously spent costs in the amount of approximately $260, and additional anticipated response costs of between approximately $2,760 and $11,450. No specific justification of these costs, or what they are purported to represent, was included in the EPA/Navy proof of claim. Due to the insignificant amount of assets remaining in the debtor's estate, it is unclear whether the United States Trustee who has taken control of Oahu Sugar will take any action to contest the EPA/Navy claim, or how it will reconcile such claim for the purpose of distributing any remaining assets of Oahu Sugar.

 

EPA sent three requests for information to Kaanapali Land regarding, among other things, Kaanapali Land's organization and relationship, if any, to entities that may have, historically, operated on the site and with respect to operations conducted on the site. Kaanapali Land responded to these requests for information. By letter dated February 7, 2007, pursuant to an allegation that Kaanapali Land is a successor to Oahu Sugar Company, Limited, a company that operated at the site prior to 1961 ("Old Oahu"), EPA advised Kaanapali that it believes it is authorized by the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) to amend the existing Unilateral Administrative Order against Oahu Sugar Company, LLC, for the cleanup of the site to include Kaanapali Land as an additional respondent. The purported basis for the EPA's position is that Kaanapali Land, by virtue of certain corporate actions, is jointly and severally responsible for the performance of the response actions, including, without limitation, clean-up at the site. No such amendment has taken place as of the date hereof. Instead, after a series of discussions between Kaanapali and the EPA, on or about September 30, 2009, the EPA issued a Unilateral Administrative Order to Kaanapali Land for the performance of work in support of a removal action at the former Oahu Sugar pesticide mixing site located on Waipio peninsula. The work consists of the performance of soil and groundwater sampling and analysis, a topographic survey, and the preparation of an engineering evaluation and cost analysis of potential removal actions to abate an alleged "imminent and substantial endangerment" to public health, welfare or the environment. The order appears to be further predicated primarily on the alleged connection of Kaanapali Land to Old Oahu and its activities on the site. Kaanapali Land is currently performing work, including the conduct of sampling at the site, required by the order while reserving its rights to contest liability regarding the site. With regard to liability for the site, Kaanapali Land believes that its liability, if any, should relate solely to a portion of the period of operation of Old Oahu at the site, although in some circumstances CERCLA apparently permits imposition of joint and several liability, which can exceed a responsible party's equitable share. Kaanapali Land believes that the U.S. Navy bears substantial liability for the site by virtue of its ownership of the site throughout the entire relevant period, both as landlord under its various leases with Oahu Sugar and Old Oahu and by operating and intensively utilizing the site directly during a period when no lease was in force. The Company believes that the cost of the work as set forth in the current order will not be material to the Company as a whole; however, in the event that the EPA were to issue an order requiring remediation of the site, there can be no assurances that the cost of said remediation would not ultimately have a material adverse effect on the Company. In addition, if there is litigation regarding the site, there can be no assurance that the cost of such litigation will not be material or that such litigation will result in a judgment in favor of the Company. Kaanapali and the EPA have exchanged comments relative to further studies to be performed at the site, including a possible ecological risk assessment. Kaanapali expects that after any further review, the next phase is likely a consideration of the remedial alternatives for the Site.

 

 

17 

 

On February 11, 2015, the Company filed a complaint for declaratory judgment, bad faith and damages against Fireman’s Fund Insurance Company (“Fireman’s Fund”) in the Circuit Court of the First Circuit, State of Hawaii, Civil No. 15-1-0239-02, in connection with costs and expenses it has incurred or may incur in connection with the Waipio site. In the five-count complaint, the Company seeks, among other things, a declaratory judgment of its rights under various Fireman’s Fund policies and an order that Fireman’s Fund defend and indemnify Kaanapali Land from all past, present and future costs and expenses in connection with the site, including costs of investigation and defense incurred by Kaanapali and the professionals it has engaged. In addition, Kaanapali seeks general, special, and punitive damages, prejudgment and post judgment interest, and such other legal or equitable relief as the court deems just and proper. Fireman’s Fund has filed a responsive pleading. There are no assurances of the amounts of insurance proceeds that may or may not be ultimately recovered.

 

Kaanapali Land, as successor by merger to other entities, and D/C have been named as defendants in personal injury actions allegedly based on exposure to asbestos. While there are relatively few cases that name Kaanapali Land, there were a substantial number of cases that were pending against D/C on the U.S. mainland (primarily in California). Cases against Kaanapali Land (hereafter, “Kaanapali Land asbestos cases”) are allegedly based on its prior business operations in Hawaii and cases against D/C are allegedly based on sale of asbestos-containing products by D/C's prior distribution business operations primarily in California. Each entity defending these cases believes that it has meritorious defenses against these actions, but can give no assurances as to the ultimate outcome of these cases. The defense of these cases has had a material adverse effect on the financial condition of D/C as it has been forced to file a voluntary petition for liquidation as discussed below. Kaanapali Land does not believe that it has liability, directly or indirectly, for D/C's obligations in those cases. Kaanapali Land does not presently believe that the cases in which it is named will result in any material liability to Kaanapali Land; however, there can be no assurance in that regard.

 

On February 12, 2014, counsel for Fireman’s Fund, the carrier that has been paying defense costs and settlements for the Kaanapali Land asbestos cases, stated that it would no longer advance fund settlements or judgments in the Kaanapali Land asbestos cases due to the pendency of the D/C and Oahu Sugar bankruptcies. In its communications with Kaanapali Land, Fireman’s fund expressed its view that the automatic stay in effect in the D/C bankruptcy case bars Fireman’s Fund from making any payments to resolve the Kaanapali Land asbestos claims because D/C Distribution is also alleging a right to coverage under those policies for asbestos claims against it. However, in the interim, Fireman’s Fund advised that it presently intends to continue to pay defense costs for those cases, subject to whatever reservations of rights may be in effect and subject further to the policy terms. Fireman’s Fund has also indicated that to the extent that Kaanapali Land cooperates with Fireman’s Fund in addressing settlement of the Kaanapali Land asbestos cases through coordination with its adjusters, it is Fireman’s Fund’s present intention to reimburse any such payments by Kaanapali Land, subject, among other things, to the terms of any lift-stay order, the limits and other terms and conditions of the policies, and prior approval of the settlements. Kaanapali Land continues to pursue discussions with Fireman’s Fund in an attempt to resolve the issues, however, Kaanapali Land is unable to determine what portion, if any, of settlements or judgments in the Kaanapali Land asbestos cases will be covered by insurance.

18 

 

On February 15, 2005, D/C was served with a lawsuit entitled American & Foreign Insurance Company v. D/C Distribution and Amfac Corporation, Case No. 04433669 filed in the Superior Court of the State of California for the County of San Francisco, Central Justice Center. No other purported party was served. In the eight-count complaint for declaratory relief, reimbursement and recoupment of unspecified amounts, costs and for such other relief as the court might grant, plaintiff alleged that it is an insurance company to whom D/C tendered for defense and indemnity various personal injury lawsuits allegedly based on exposure to asbestos containing products. Plaintiff alleged that because none of the parties have been able to produce a copy of the policy or policies in question, a judicial determination of the material terms of the missing policy or policies is needed. Plaintiff sought, among other things, a declaration: of the material terms, rights, and obligations of the parties under the terms of the policy or policies; that the policies were exhausted; that plaintiff is not obligated to reimburse D/C for its attorneys' fees in that the amounts of attorneys' fees incurred by D/C have been incurred unreasonably; that plaintiff was entitled to recoupment and reimbursement of some or all of the amounts it has paid for defense and/or indemnity; and that D/C breached its obligation of cooperation with plaintiff. D/C filed an answer and an amended cross-claim. D/C believed that it had meritorious defenses and positions, and intended to vigorously defend. In addition, D/C believed that it was entitled to amounts from plaintiffs for reimbursement and recoupment of amounts expended by D/C on the lawsuits previously tendered. In order to fund such action and its other ongoing obligations while such lawsuit continued, D/C entered into a Loan Agreement and Security Agreement with Kaanapali Land, in August 2006, whereby Kaanapali Land provided certain advances against a promissory note delivered by D/C in return for a security interest in any D/C insurance policy at issue in this lawsuit. In June 2007, the parties settled this lawsuit with payment by plaintiffs in the amount of $1,618. Such settlement amount was paid to Kaanapali Land in partial satisfaction of the secured indebtedness noted above.

 

Because D/C was substantially without assets and was unable to obtain additional sources of capital to satisfy its liabilities, D/C filed with the United States Bankruptcy Court, Northern District of Illinois, its voluntary petition for liquidation under Chapter 7 of Title 11, United States Bankruptcy Code during July 2007, Case No. 07-12776. Such filing is not expected to have a material adverse effect on the Company as D/C was substantially without assets at the time of the filing. Kaanapali Land filed claims in the D/C bankruptcy that aggregated approximately $26,800, relating to both secured and unsecured intercompany debts owed by D/C to Kaanapali Land. In addition, a personal injury law firm based in San Francisco that represents clients with asbestos-related claims, filed proofs of claim on behalf of approximately two thousand claimants. While it is not likely that a significant number of these claimants have a claim against D/C that could withstand a vigorous defense, it is unknown how the trustee will deal with these claims. It is not expected, however, that the Company will receive any material additional amounts in the liquidation of D/C.

 

19 

 

On or about April 28, 2015, eight litigants who filed asbestos claims in California state court (hereinafter, “Petitioners”) filed a motion for relief from the automatic stay in the D/C bankruptcy (hereinafter “life stay motion”). Under relevant provisions of the bankruptcy rules and on the filing of the D/C bankruptcy action, all pending litigation claims against D/C were stayed pending resolution of the bankruptcy action. In their motion, Petitioners asked the bankruptcy court to lift the stay in the bankruptcy court to name D/C and/or its alternate entities as defendants in their respective California state court asbestos actions and to satisfy their claims against insurance policies that defend and indemnify D/C and/or their alternate entities. The Petitioner’s motion to lift stay thus in part has as an objective ultimate recovery, if any, from, among other things, insurance policy proceeds that were allegedly assets of both the D/C and Oahu Sugar bankruptcy estates. As noted above, Kaanapali, the EPA, and the Navy are claimants in the Oahu Sugar bankruptcy and the Fireman’s Fund policies are allegedly among the assets of the Oahu Sugar bankruptcy estate as well. For this and other reasons, Kaanapali, the EPA and the Navy opposed the motion to lift stay. After briefing and argument, on May 14, 2015, the United States Bankruptcy Court, for the Northern District of Illinois, Eastern Division, in In Re D/C Distribution, LLC, Bankruptcy Case No. 07-12776, issued an order lifting the stay. In the order, the court permitted the Petitioners to “proceed in the applicable nonbankruptcy forum to final judgment (including any appeals) in accordance with applicable nonbankruptcy law. Claimants are entitled to settle or enforce their claims only by collecting upon any available insurance Debtor’s liability to them in accordance with applicable nonbankruptcy law. No recovery may be made directly against the property of Debtor, or property of the bankruptcy estate.” Kaanapali, Firemen’s Fund and the United States appealed the bankruptcy court order lifting the stay. In March 2016, the district court reversed the bankruptcy court order finding that the bankruptcy court did not apply relevant law to the facts in the case to arrive at a reasoned decision. On appeal the district court noted that the law requires consideration of a number of factors when lifting a stay to permit certain claims to proceed, including consideration of the adequacy of remaining insurance to meet claims still subject to the stay. Among other things, the court noted that the bankruptcy court failed to explain why it was appropriate for the petitioners to liquidate their claims before the other claimants whose claims remained subject to the stay. The district court remanded the case for further proceedings. It is uncertain whether such further proceedings on the lift stay will take place.

 

The parties in the D/C and Oahu Sugar bankruptcies have reached out to each other to determine if there is any interest in pursuing a global settlement of the claims in the Oahu Sugar and D/C bankruptcies insofar as the Fireman’s Fund insurance policies are concerned. If such discussions take place, they may take the form of a mediation or other format and involve some form of resolution of Kaanapali’s interest in various of the Fireman’s Fund insurance policies for Kaanapali’s various and future insurance claims. Kaanapali may consider entering into such discussions, but there is no assurance that such discussions will take place or prove successful in resolving any of the claims in whole or in part.

 

On or about October 17, 2018, PM Land Company, LLC (“PM Land”) received a demand for arbitration of a claim allegedly involving the sale of a lot located in the Kaanapali Coffee Farms Subdivision. The purchaser of the lot seeks unspecified damages, including possible punitive damages, in connection with Claimant’s July 2016 purchase of the lot, allegedly on the basis that PM Land did not, among other things, fully and adequately disclose the nature, source of the chronic problems associated with alleged excessive groundwater accumulation on the property. Claimant seeks unspecified damages for, among other things, breach of contract, violation of the Uniform Land Sales Practices Act, unfair and deceptive trade practices. Claimant seeks damages in an amount to be proven at trial, and attorneys’ fees and costs. The parties are in the preliminary stages of the arbitration process. PM Land believes it has meritorious defenses to the claim. PM Land does not presently believe that the case will result in any material liability to PM Land; however, there are no assurances in that regard.

 

20 

 

The Company has received notice from Hawaii’s Department of Land and Natural Resources (“DNLR”) that DNLR on a periodic basis would inspect all significant dams and reservoirs in Hawaii, including those maintained by the Company on Maui in connection with its agricultural operations. A series of such inspections have taken place over the period from 2006 through the most recent inspections that occurred in November 2016. To date, the DLNR has cited certain deficiencies concerning two of the Company’s reservoirs relating to dam and reservoir safety standards established by the State of Hawaii. These deficiencies include, among other things, vegetative overgrowth, erosion of slopes, uncertainty of inflow control, spillway capacity, and freeboard, and uncertainty of structural stability under certain loading and seismic conditions. The Company has taken certain corrective actions as well as updating important plans to address emergency events and basic operations and maintenance. The November 2016 inspection resulted in a notice of dam safety deficiency requiring certain actions needing immediate attention. The Company is in the process of addressing the action items, with the lowering of the reservoir water level the most immediate. In 2018, the Company contracted with an engineering firm to develop plans to address certain DLNR cited deficiencies on one of the Company’s reservoirs. In 2012, the State of Hawaii issued new Hawaii Administrative Rules for Dams and Reservoirs which require dam owners to obtain from DLNR Certificates of Impoundment (“permits”) to operate and maintain dams or reservoirs. Obtaining such permits requires owners to completely resolve all cited deficiencies. Therefore, the process may involve further analysis of dam and reservoir safety requirements, which will involve continuing engagement with specialized engineering consultants, and ultimately could result in significant and costly improvements which may be material to the Company.

 

The DLNR categorizes the reservoirs as "high hazard" under State of Hawaii Administrative Rules and State Statutes concerning dam and reservoir safety. This classification, which bears upon government oversight and reporting requirements, may increase the cost of managing and maintaining these reservoirs in a material manner. The Company does not believe that this classification is warranted for either of these reservoirs and has initiated a dialogue with DLNR in that regard. In April 2008, the Company received further correspondence from DLNR that included the assessment by their consultants of the potential losses that result from the failure of these reservoirs. In April 2009, the Company filed a written response to DLNR to correct certain factual errors in its report and to request further analysis on whether such "high hazard" classifications are warranted. It is unlikely that the “high hazard” designation will be changed.

 

Other than as described above, the Company is not involved in any material pending legal proceedings, other than ordinary routine litigation incidental to its business. The Company and/or certain of its affiliates have been named as defendants in several pending lawsuits. While it is impossible to predict the outcome of such routine litigation that is now pending (or threatened) and for which the potential liability is not covered by insurance, the Company is of the opinion that the ultimate liability from any of this litigation will not materially adversely affect the Company's consolidated results of operations or its financial condition.

 

The Company often seeks insurance recoveries under its policies for costs incurred or expected to be incurred for losses or claims under which the policies might apply. While payouts from various coverages are being sought and may be recovered in the future, no anticipatory amounts have been reflected in the Company’s consolidated financial statements.

21 

 

Kaanapali Land Management Corp. (KLMC) is a party to an agreement with the State of Hawaii for the development of the Lahaina Bypass Highway. An approximate 3.5 mile portion of this two lane state highway has been completed. Construction to extend the southern terminus was completed mid-2018. The northern portion of the Bypass Highway, which extends to KLMC’s lands, remains uncompleted. Under certain circumstances, which have not yet occurred, KLMC remains committed for approximately $1,100 of various future costs relating to the planning and design of the uncompleted portion of the Bypass Highway. Under certain conditions, which have not yet been met, KLMC has agreed to contribute an amount not exceeding $6,700 toward construction costs. Any such amount contributed would be reduced by the value of KLMC’s land actually contributed to the State for the Bypass Highway.

 

These potential commitments have not been reflected in the accompanying consolidated financial statements. While the completion of the Bypass Highway would add value to KLMC’s lands north of the town of Lahaina, there can be no assurance that it will be completed or when any future phases will be undertaken.

 

 

(8)  Calculation of Net Loss Per Share

 

The following tables set forth the computation of net loss per share - basic and diluted:

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  (Amounts in thousands, except per share amounts)
  2019   2018   2019   2018
Numerator:                      
Net income (loss) $ 273    $ (302)   $ (743)   $ (1,054)

Less: Net income attributable

  to non controlling interests

  334      173      263      199 

Net loss attributable to

  stockholders

$ (61)   $ (475)   $ (1,006)   $ (1,253)
                       
Denominator:                      

Number of weighted

  average share outstanding

                     
  -  basic and diluted   1,845      1,845      1,845      1,845 
                       
Net loss per share,                      

  attributable to

  Kaanapali Land

  -  basic and diluted

$ (0.03)   $ (0.26)   $ (0.55)   $ (0.68)

 

 

 

(9)  Business Segment Information

 

As described in Note 1, the Company operates in two business segments. Total revenues and operating profit by business segment are presented in the tables below.

 

Total revenues by business segment includes primarily (i) sales, all of which are to unaffiliated customers and (ii) interest income that is earned from outside sources on assets which are included in the individual industry segment's identifiable assets.

 

22 

 

Operating income (loss) is comprised of total revenue less cost of sales and operating expenses. In computing operating income (loss), none of the following items have been added or deducted: general corporate revenues and expenses, interest expense and income taxes.

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2019   2018   2019   2018
Revenues:                      
  Property $ 192    $ 1,574    $ 254    $ 2,602 
  Agriculture   1,722      914      2,365      1,678 
  Corporate   43      38      74      66 
  $ 1,957    $ 2,526    $ 2,693    $ 4,346 
                       
Operating income (loss):                      
  Property $ (505)   $ (347)   $ (906)   $ (541)
  Agriculture   949      114      920      227 
Operating income (loss)   444      (233)     14      (314)
                       
Corporate   (525)     (69)     (1,111)     (740)
                       

Operating income (loss)

  before income taxes

$ (81)   $ (302)   $ (1,097)   $ (1,054)

 

The Company’s property segment consists primarily of revenue received from land sales and lease and licensing agreements.

 

The Company’s agricultural segment consists primarily of coffee operations.

 

The Company is exploring alternative agricultural operations, but there can be no assurance that replacement operations at any level will result.

 

 

(10) Subsequent Events

 

In December 2018, KLM entered into a purchase, lease and remediation agreement with an unrelated third party for the sale of approximately 15 acres in Kaanapali. The agreement called for a purchase price of $1,000 and had a scheduled closing date in July 2019. On July 17, 2019, the buyer gave notice they would not be proceeding with the purchase and pulled their deposit.

 

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Part I.  Financial Information

 

     Item 2.  Management’s Discussion and Analysis of Financial Condition and

                 Results of Operation

 

Liquidity and Capital Resources

 

General

 

In addition to historical information, this Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations about its businesses and the markets in which the Company operates. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties or other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual operating results may be affected by various factors including, without limitation, changes in international, national and Hawaiian economic conditions, competitive market conditions, uncertainties and costs related to the imposition of conditions on receipt of governmental approvals and costs of material and labor, and actual versus projected timing of events all of which may cause such actual results to differ materially from what is expressed or forecast in this report.

 

Certain subsidiaries of Kaanapali Land are jointly indebted to Kaanapali Land pursuant to a certain Secured Promissory Note in the principal amount of $70 million, dated November 14, 2002, and due September 30, 2020, as extended. Such note had an outstanding balance of principal and accrued interest as of June 30, 2019 and December 31, 2018 of approximately $89 million and $88 million, respectively. The interest rate currently is 1.19% per annum and compounds semi-annually. The note, which is prepayable, is secured by substantially all of the remaining real property owned by such subsidiaries, pursuant to a certain Mortgage, Security Agreement and Financing Statement, dated as of November 14, 2002 and placed on record in December 2002. The note has been eliminated in the consolidated financial statements because the obligors are consolidated subsidiaries of Kaanapali Land.

 

In addition to such Secured Promissory Note, certain other subsidiaries of Kaanapali Land continue to be liable to Kaanapali Land under certain guarantees (the "Guarantees") that they had previously provided to support certain Senior Indebtedness (as defined in the Plan) and the Certificate of Land Appreciation Notes ("COLA Notes") formerly issued by Amfac/JMB Hawaii, Inc. (as predecessor to KLC Land). Although such Senior Indebtedness and COLA Notes were discharged under the Plan, the Guarantees of the Non-Debtor KLC Subsidiaries were not. Thus, to the extent that the holders of the Senior Indebtedness and COLA Notes did not receive payment on the outstanding balance thereof from distributions made under the Plan, the remaining amounts due thereunder remain obligations of the Non-Debtor KLC Subsidiaries under the Guarantees. Under the Plan, the obligations of the Non-Debtor KLC Subsidiaries under such Guarantees were assigned by the holders of the Senior Indebtedness and COLA Notes to Kaanapali Land on the Plan Effective Date. Kaanapali Land has notified each of the Non-Debtor KLC Subsidiaries that are liable under such Guarantees that their respective guarantee obligations are due and owing and that Kaanapali Land reserves all of its rights and remedies in such regard. Given the financial condition of such Non-Debtor KLC Subsidiaries, however, it is unlikely that Kaanapali Land will realize payments on such Guarantees that are more than a small percentage of the total amounts outstanding thereunder or that in the aggregate will generate any material proceeds to the Company. Nevertheless, Kaanapali

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Land has submitted a claim in the Chapter 7 bankruptcy proceeding of Oahu Sugar in order that it may recover substantially all of the assets remaining in the bankruptcy estate, if any, that become available for creditors of Oahu Sugar. Any amounts so received would not be material to the Company. These Guarantee obligations have been eliminated in the consolidated financial statements because the obligors are consolidated subsidiaries of Kaanapali Land, which is now the sole obligee thereunder.

 

Those persons and entities that were not affiliated with the predecessor of Kaanapali Land and were holders of COLAs on the date that the Plan was confirmed by the Bankruptcy Court, and their successors in interest, represent approximately 9% of the ownership of the Company.

 

The Company had cash and cash equivalents of approximately $27 million and $29 million, as of June 30, 2019 and December 31, 2018, respectively, which is available for, among other things, working capital requirements, including future operating expenses, and the Company's obligations for engineering, planning, regulatory and development costs, drainage and utilities, environmental remediation costs on existing and former properties, potential liabilities resulting from tax audits, and existing and possible future litigation. The Company does not anticipate making any distributions for the foreseeable future.

 

The primary business of Kaanapali Land is the investment in and development of the Company's assets on the Island of Maui. The various development plans will take many years at significant expense to fully implement. Proceeds from land sales are the Company's only source of significant cash proceeds and the Company's ability to meet its liquidity needs is dependent on the timing and amount of such proceeds.

 

The Company's operations have in recent periods been primarily reliant upon the net proceeds of sales of developed and undeveloped land parcels.

 

During the first quarter of 2006, the Company received final subdivision approval on an approximate 336 acre parcel in the region "mauka" (toward the mountains) from the main highway serving the area. This project, called Kaanapali Coffee Farms, consisted of 51 agricultural lots, offered to individual buyers. The land improvements were completed during 2008. As of June 30, 2019, the Company sold fifty lots at Kaanapali Coffee Farms including four lots in 2018. In conjunction with the sale of one lot in 2018, in addition to cash proceeds, the Company received a promissory note in the amount of $440 thousand.

 

The Company is in the planning stages for the development of a 295-acre parcel in the region mauka of the Kaanapali Coffee Farms (“KCF Mauka”). The parcel is to be comprised of 61 agricultural lots that will be offered to individual buyers. The Company expects to develop the parcel in phases and the first phase has been submitted to the County. Upon final subdivision approval and receipt of final plat of the first phase from the County, which requires a bond in the amount of the cost to develop the first phase, the Company can presell the undeveloped lots in the first phase. Although the Company expects to market the lots in the first phase beginning in the second half of 2020, various contingencies, including, but not limited to, governmental and market factors and the availability of a bond to secure the first phase of the development may impact the viability or timing of the project. Therefore, there can be no assurance the Company will be able to meet such timetable, that the subdivision will ultimately be approved or that the lots will sell for prices deemed advantageous by the Company.

 

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The Commission on Water Resource Management (“CWRM”) consists of approximately seven members appointed by the governor and confirmed by the Hawaii State Senate. CWRM assists the state as trustee of water resources pursuant to the state water code. CWRM exercises jurisdiction over land-based surface sources and conducts water resource assessments and regulatory activities over, among other things, freshwater streams throughout Maui. The Company is reliant on water sourced from its irrigation systems which divert water from streams and development tunnels into a system of ditches, tunnels, flumes, siphons and reservoirs.

 

The Company does not consider the excess assets of the Pension Plan (approximately $14 million) to be a source of liquidity due to the substantial cost, including Federal income tax consequences, associated with liquidating the Pension Plan.

 

Although the Company does not currently believe that it has significant liquidity problems over the near term, should the Company be unable to satisfy its liquidity requirements from its existing resources and future property sales, it will likely pursue alternate financing arrangements. However it cannot be determined at this time what, if any, financing alternatives may be available and at what cost.

 

Results of Operations

 

Reference is made to the footnotes to the financial statements for additional discussion of items addressing comparability between years.

 

The decrease in sales and the related decrease in cost of sales for the three and six months ended June 30, 2019 as compared to the three months ended June 30, 2018 is primarily due to no lot sales during the three months ended June 30, 2019 as compared to two lot sales during the three months ended June 30, 2018 and no lot sales during the six months ended June 30, 2019 as compared to three lot sales during the six months ended June 30, 2018.

 

The increase in selling, general and administrative expenses for the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018 is primarily due to the adjustment of certain reserves.

 

Inflation

 

Due to the lack of significant fluctuations in the level of inflation in recent years, inflation generally has not had a material effect on real estate development.

 

In the future, high rates of inflation may adversely affect real estate development generally because of their impact on interest rates. High interest rates not only increase the cost of borrowed funds to the Company, but can also have a significant effect on the affordability of permanent mortgage financing to prospective purchasers. However, high rates of inflation may permit the Company to increase the prices that it charges in connection with real property sales, subject to general economic conditions affecting the real estate industry and local market factors, and therefore may be advantageous where property investments are not highly leveraged with debt or where the cost of such debt has been previously fixed.

 

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Item 4. Controls and Procedures

 

Disclosure controls and procedures. The principal executive officer and the principal financial officer of the Company have evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and the principal financial officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the applicable rules and form of the Securities and Exchange Commission.

 

Internal control over financial reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the second quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 

Part II.  Other Information

 

Item 1. Legal Proceedings

See Note 7 to the Condensed Consolidated Financial Statements included in Part I of this report.

 

 

Item 1A. Risk Factors

 

There has been no known material changes from risk factors as previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

Item 6. Exhibit

 

    3.1 Amended and Restated Limited Liability Company Agreement of Kaanapali Land, LLC dated November 14, 2002 filed as an exhibit to the Company's report on Form 10 filed May 1, 2003 and hereby incorporated by reference.
       
    3.2 Amendment to the Amended and Restated Limited Company Agreement of Kaanapali Land, LLC dated November 14, 2002 filed as an exhibit to the Company's report on Form 8-K filed April 21, 2008 and hereby incorporated by reference.
       
    10.2 Restricted Share Agreement dated April 15, 2008 is filed as an exhibit to the Company's report on Form 10-Q filed August 14, 2008 and hereby incorporated by reference.
       
    31.1 Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14(a) is filed herewith.
       
    32. Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

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SIGNATURES

 

 

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

 

  KAANAPALI LAND, LLC
     
  By:

Pacific Trail Holdings, LLC.

(sole member)

     
    /s/ RICHARD HELLAND
  By: Richard Helland, Vice President
  Date: August 13, 2019

 

 

 

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