Kaanapali Land LLC 10-Q for FY2026 Q2
Kaanapali Land LLC (KANP)
About this 10-Q
Kaanapali Land LLC filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $620K
- up 64.9% from $376K a year earlier
- Net loss
- $557K
- compared with a net loss of $338K a year earlier
- Diluted EPS
- -$0.30
- compared with -$0.18 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the quarterly period
ended
or
For the transition period from _______ to __________
Commission file
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area
code:
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,""smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |||
| [ X ] | Smaller reporting company | [ |
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| Emerging growth company | ||||||
1
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
As of August 13, 2026, the registrant had Common Shares and 52,000 Class C Shares outstanding. Shares represent membership interests in Kaanapali Land, LLC.
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| Part I FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 4 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 | ||
| Item 4. | Controls and Procedures | 25 | ||
| Part II OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 26 | ||
| Item 1A. | Risk Factors | 26 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | ||
| Item 3. | Defaults Upon Senior Securities | 26 | ||
| Item 4. | Mine Safety Disclosures | 26 | ||
| Item 5. | Other Information | 26 | ||
| Item 6. | Exhibits | 27 | ||
| SIGNATURES | 28 | |||
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Part I. Financial Information
Item 1. Financial Statements
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
June 30, 2026 and December 31, 2025
(Dollars in Thousands, except share data)
(Unaudited)
|
June 30, 2026 |
December 31, 2025 | ||||
| Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Inventory | |||||
| Property, net | |||||
| Retirement plan investments | |||||
| Other assets, net | |||||
| Total assets | $ | $ | |||
| Liabilities | |||||
| Accounts payable and accrued expenses | $ | $ | |||
| Deposits and deferred gains | |||||
| Deferred income taxes | |||||
| Other liabilities | |||||
| Total liabilities | |||||
| Commitments and contingencies (Note 6) | |||||
| Equity | |||||
|
Common equity, at 6/30/2026 and 12/31/2025 Shares authorized – Common shares unlimited, Class C shares ;Common shares issued and outstanding at 6/30/2026 and 12/31/2025, Class C shares issued and outstanding at 6/30/2026 and 12/31/2025 |
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| Additional paid-in capital | |||||
| Accumulated earnings | |||||
| Total shareholders’ equity | |||||
| Total liabilities and shareholders’ equity | $ | $ | |||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Operations
Three and Six Months Ended June 30, 2026 and 2025
(Unaudited)
(Dollars in Thousands, except per share data)
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Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||
| Revenues: | |||||||||||
| Sales and lease income | $ | $ | $ | $ | |||||||
| Interest and other income | |||||||||||
| Total revenues | |||||||||||
| Cost and expenses: | |||||||||||
| Cost of sales | |||||||||||
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Selling, general and administrative |
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Depreciation and amortization |
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| Total cost and expenses | |||||||||||
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Operating income (loss) before other income and income taxes |
( |
( |
( | ||||||||
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Other income: Crop insurance proceeds |
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Net gain on property damage and lost profits, net of insurance claims |
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Income (loss) before income taxes |
( |
( |
( | ||||||||
| Income tax benefit | |||||||||||
| Net income (loss) | $ | ( |
$ | ( |
$ | $ | ( | ||||
|
Net income (loss) per share - basic and diluted |
$ | ) | $ | ) | $ | $ | |||||
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, 2026 and 2025
(Unaudited)
(Dollars in Thousands)
| Three and Six Months Ended June 30, 2026 | ||||||||||||
|
Common Equity |
Additional Paid-In Capital |
Accumulated Earnings |
Total Shareholders’ Equity | |||||||||
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Balance December 31, 2025 |
$ | $ | $ | $ | ||||||||
|
Distribution for retirement plan contribution for employees of affiliates under common control |
( |
( | ||||||||||
| Net income | ||||||||||||
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Balance March 31, 2026 |
||||||||||||
| Net loss | ( |
( | ||||||||||
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Balance June 30, 2026 |
$ | $ | $ | $ | ||||||||
| Three and Six Months Ended June 30, 2025 | ||||||||||||
|
Common Equity |
Additional Paid-In Capital |
Accumulated
Earnings |
Total Shareholders’ Equity | |||||||||
|
Balance December 31, 2024 |
$ | $ | $ | $ | ||||||||
|
Distribution for retirement plan contribution for employees of affiliates under common control |
( |
( | ||||||||||
| Net loss | ( |
( | ||||||||||
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Balance March 31, 2025 |
||||||||||||
| Net loss | ( |
( | ||||||||||
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Balance June 30, 2025 |
$ | $ | $ | $ | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2026 and 2025
(Unaudited)
(Dollars in Thousands)
| 2026 | 2025 | ||||
| Net cash provided by (used in) operating activities | $ | $ | ( | ||
| Net cash provided by (used in) investing activities: | |||||
| Property additions | ( |
( | |||
| Insurance proceeds from casualty loss | |||||
| Proceeds from retirement plan investments | |||||
| Net cash used in financing activities: | |||||
|
Distribution for retirement plan contribution for employees of affiliates under common control |
( |
( | |||
| ( |
( | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||
| Cash and cash equivalents at beginning of period | |||||
| Cash and cash equivalents at end of period | $ | $ | |||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
KAANAPALI LAND, LLC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands)
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Kaanapali Land, LLC (“Kaanapali Land”) and all of its subsidiaries and its predecessors (collectively, the “Company”).
The Company's continuing operations are in two business segments - Agriculture and Property. The Agriculture segment primarily engages in farming, harvesting and milling operations relating to coffee orchards and also cultivates, harvests and sells bananas and citrus fruits, 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. For further information on the Company’s business segments see Note 8. Business Segment Information.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and therefore, should be read in conjunction with the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). These unaudited condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the financial position and results of operations and cash flows for interim periods in accordance with U.S. GAAP.
A description of the Company’s significant accounting policies is included in Note 1 to the Notes to the Consolidated Financial Statements included in the 2025 Form 10-K. Except as noted below, there were no material changes in the Company’s significant accounting policies during the three and six months ended June 30, 2026.
Property
The Company's significant property holdings are on the island of Maui and consist of approximately 3,880 acres, of which approximately 1,500 acres are classified as conservation land, which precludes development. The Company evaluates its long lived assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Based on management’s current projections for the development and/or disposition of its property holdings, including consideration of market conditions and expected proceeds, the Company has determined that the carrying amounts of its property holdings are recoverable as of the reporting date.
8
Inventory of land held for sale, if any, 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 (Levels 2 and 3). The Company has determined that none of its properties currently meet held for sale criteria. 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 had been leased or licensed to third parties on a short term basis prior to the Lahaina wildfire, as discussed below.
As discussed in Note 2. Land Development, the Company closed on the sale of the Pioneer Mill site on March 10, 2026. The Company’s Pioneer Mill site had been negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Company’s offices and coffee mill were located on the site as well as various other structures and a building which was leased to an unrelated third party and used to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties that generated income for the Company. The Company’s offices, coffee store building, coffee mill and warehouses, as well as most of the personal property of the third-party licensees, were destroyed in the wildfire.
On August 4, 2025 a fire
occurred on approximately 30 acres of land owned by Kaanapali Land Management Corp., an indirect subsidiary of the Company
(“KLMC”). The fire burned grassland as well as various structures which were formerly used as a repair shop and storage
outbuildings for the former Sugar Cane Train operated by an unrelated third party. Several train cars were also damaged in the fire.
The net book value of the assets that were damaged in the fire was $
The Company reviews its property for impairment of value if events or circumstances indicate that the carrying amount of its property may not be recoverable. Such reviews contain uncertainties due to assumptions and judgments considering certain indicators of impairment such as significant changes in asset usage, significant deterioration in the surrounding economy or environmental problems.
Provisions for impairment losses related to long-lived assets, if any, are recognized when expected future cash flows are less than the carrying values of the assets. If indicators of impairment are present, the Company evaluates the carrying value of the related long-lived assets in relation to the future undiscounted cash flows of the underlying operations or anticipated sales proceeds. The Company adjusts the net book value of property to fair value if the sum of the expected undiscounted future cash flow or sales proceeds is less than book value. Assets held for sale are recorded at the lower of the carrying value of the asset or fair value less costs to sell.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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, 2026 are not necessarily indicative of the results that may be achieved for the full year ending December 31, 2026 or in any other future periods.
9
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 as of June 30,
2026 is a money market fund for $
Inventory
The costs of growing crops, including but not limited to labor, fertilization, fuel, crop nutrition, irrigation, depreciation, and processing are capitalized into inventory throughout the respective crop year. Such costs, valued using an average cost method, are expensed as cost of sales when the crops are sold. Inventory is stated at the lower of cost or net realizable value.
Inventory consists of green coffee, which has been hulled, sorted, graded, and bagged for sale, dry parchment coffee, which has not yet been hulled, and unprocessed crops. The Company’s inventory is presented in the table below (in thousands):
|
June 30, 2026 |
December 31, 2025 | ||||
| Green coffee | $ | $ | |||
| Dry parchment coffee | |||||
| Unprocessed crops | |||||
| Inventory | $ | $ | |||
The damage to the
coffee mill from the Lahaina Wildfire disrupted the coffee farming operations and prevented the Company from processing and selling
the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and outsourced pulping and drying to an
unaffiliated coffee mill on Maui that became operational in January 2025. Separately, in 2025, the Company assembled a temporary dry
mill at a short term leased warehouse, where it hulls, grades, and bags coffee. Coffee sales resumed in December 2025. The Company
recorded a $
Allowance for Credit Loss Reserve
Allowances for credit loss
are based on the Company’s assessment of the collectability of receivables considering delinquency status and related aging, if
applicable, and an evaluation of expected risk of credit loss based on current conditions and reasonable and supportable forecasts of
future economic conditions over the life of receivable. Account balances would be charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. The Company’s exposure to credit losses on accounts
receivable is limited to its receivable from Newport Hospital Corporation (“NHC”). The Company established a reserve for credit
loss based on the receipt of a Demand for Arbitration received from NHC. The Company recorded credit loss reserves in the amount of $
10
Subsequent Events
The Company has performed an evaluation of subsequent events from the date of the financial statements included in this quarterly report through the date of its filing with the Securities and Exchange Commission.
Revenue Recognition
In accordance with the core principle of Accounting Standards Codification (“ASC”) 606, 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 in the scope of ASC 606 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.
The Company’s revenues that were subject to revenue recognition standards are presented in the table below (in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||
| 2026 | 2025 | 2026 |
2025 | ||||||||
| Sales of real estate | $ | $ | $ | $ | |||||||
|
Agricultural products and other sales |
|||||||||||
| Total | $ | $ | $ | $ | |||||||
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.
Lease Accounting
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 three and six months ended June 30,
2026, the Company recognized $
11
Recently Issued Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-06 (“ASU 2023-06”), Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. Early adoption is prohibited. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, no significant impact is anticipated.
In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to improve the disclosures about business expenses and provide more detailed information about the types of expenses in commonly presented expense captions. In addition, the amendments in the ASU improve financial reporting by requiring that entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, no significant impact is anticipated.
Other Liabilities
Other liabilities are comprised of estimated liabilities for losses, commitments and contingencies related to various divested assets or operations. These estimated liabilities include the estimated effects of certain asbestos related claims, obligations related to former officers and employees such as pension, post-retirement benefits and workmen’s compensation. Management’s estimates are based, as applicable, on taking into consideration claim amounts filed by third parties, life expectancy of beneficiaries, advice of consultants, negotiations with claimants, historical settlement experience, the number of new cases expected to be filed and the likelihood of liability in specific situations. Management periodically reviews the adequacy of each of its loss contingency amounts and adjusts such as it determines the appropriate loss contingency amount to reflect current information. Reference is made to Note 6. Commitments and Contingencies for further discussion.
(2) Land Development
On June 13, 2024, Pioneer Mill
Company, LLC. (“PMC”) entered into a property sale agreement (“PMC Sales Agreement”) with an unrelated third party
for the sale of four parcels of land, aggregating approximately 21 acres located in Lahaina, Hawaii. The sale of the property closed on
March 10, 2026, and at the closing of the transaction, PMC received $
12
In September 2014, Kaanapali
Land Management Corp. (“KLMC”), pursuant to a property and option purchase agreement (“Purchase Agreement”)
with Newport Hospital Corporation (“NHC”), sold a parcel of approximately 14.9 acres in West Maui. The Purchase
Agreement included an Infrastructure Improvement Agreement (as subsequently amended) which commits KLMC to fund up to $
Project costs associated with the development and construction of real estate projects are capitalized and classified as Property, net. Such capitalized costs are not in excess of the projects' estimated fair value as reviewed periodically or as considered necessary. In addition, interest, insurance and property tax are capitalized to qualifying assets during the period that such assets are undergoing activities necessary to prepare them for their intended use.
For development projects, capitalized costs are allocated using the direct method for expenditures that are specifically associated with the lot being sold and the relative-sales-value method for expenditures that benefit the entire project.
(3) Retirement Plan Investments
In 2023, the Company terminated
its defined benefit pension plan (the “Pension Plan”) and transferred $
13
Plan and is reflected in general and administrative
expenses in the condensed consolidated statement of operations for the six months ended June 30, 2026, and approximately $
The Company maintains a nonqualified
deferred compensation arrangement (the "Rabbi Trust") which provides certain former directors of Amfac Hawaii, LLC (now known
as KLC Land Company, LLC, a direct subsidiary of Kaanapali Land through which the Company conducts substantially all of its operations)
and their spouses with pension benefits. The deferred compensation liability of $
(4) Provision for Income Taxes
The statutes of limitations with respect to the Company's taxes for 2022 and more recent years remain open to examinations by tax authorities, subject to possible utilization of loss carryforwards from earlier years. Notwithstanding the foregoing, all net operating losses (“NOL”) generated and not yet utilized are subject to adjustment by the Internal Revenue Service (“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 is liable, the Company’s results of operations may be affected adversely and materially.
The One Big Beautiful Bill Act (the “OBBBA”) was enacted on July 4, 2025. The OBBBA includes the reinstatement of 100% bonus depreciation, immediate expensing of domestic research and experimental expenditures and modifications to the interest deduction limitations. The effect of the OBBBA did not have a material impact on the Company’s income tax benefit or income tax account balances for the three and six months ended June 30, 2026.
(5) 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. Commissions paid for the
three and six months ended June 30, 2026 were $
The Company reimburses its 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,
900Work, 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 statements of operations for the three and six months
ended June 30, 2026 were $
14
The Company maintains a suspense
account within the QRP pending allocation to the employees of certain affiliates, all of which have some degree of common ownership with
the Company and were concluded as eligible participants per ERISA requirements for QRPs. The allocation of $
(6) Commitments and Contingencies
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 a reasonable estimate of the range of potential loss cannot be made.
Kaanapali Land and a subsidiary of the Company, D/C Distribution Corporation (“D/C”), have in the past and continue to be named as defendants in personal injury actions allegedly based on exposure to asbestos. While there were 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 were allegedly based on its prior business operations in Hawaii and cases against D/C were allegedly based on sale of asbestos-containing products by D/C's prior distribution business operations primarily in California. D/C emerged from bankruptcy in 2023 with no assets. However, personal injury claimants have asserted and may in the future assert, asbestos-related claims against D/C. In that regard, the Company maintains a contingent liability relating to the continued filings of asbestos claims. Such filings are not expected to have a material adverse effect on the Company, but no assurance can be given.
The Company has received notice from Hawaii’s Department of Land and Natural Resources (“DLNR”) that DLNR 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 July 2026. 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, including lowering the reservoir operating level; as well as updating plans to address emergency events and basic operations and maintenance. 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. Remediation plans for addressing all deficiencies have been submitted to DLNR. 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.
15
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 materially increase the cost of managing and maintaining these reservoirs. The Company does not believe that this classification is warranted for either of the 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.
On August 5, 2024, NHC served KLMC with a Demand for Arbitration administrated by Dispute Prevention and Resolution, Inc. (“DPR”), relating to the Infrastructure Improvement Agreement and NHC’s development of the site. NHC alleges, among other things, that KLMC wrongfully caused significant delays, increased costs and related damages to NHC with respect to NHC’s planning and construction of the infrastructure improvements required of NHC under the Infrastructure Improvement Agreement (as subsequently amended). NHC seeks judgment for declaratory relief that the Infrastructure Improvement Agreement between NHC and KLMC is void; in the alternative, for reformation of the Infrastructure Improvement Agreement; for award of damages in an amount to be proven at arbitration; for attorneys’ fees and costs; for prejudgment and post-judgment interest on any monetary award; and for such other and further relief as the arbitrator deems appropriate. On October 25, 2024, KLMC filed an Answering Statement to NHC’s Demand for Arbitration and KLMC’s counterclaim against NHC. On November 5, 2024, DPR confirmed the assignment of a mutually agreed upon arbitrator. The pre-arbitration discovery process remains ongoing. The parties mutually agreed to defer the arbitration proceedings as the parties evaluate an alternative to arbitration. The arbitration proceedings have been rescheduled for November 18, 2026, if the parties are unable to agree to an alternative to arbitration. KLMC will continue to vigorously defend. However, there can be no assurance that the eventual outcome of the arbitration will not result in any material liability or have a material impact on business and financial results for KLMC.
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, none of such proceedings, either individually or in the aggregate, are expected to have a material adverse effect on 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.
Coffee production and yields are subject to many factors, particularly weather related factors, including rainfall and the availability
of sufficient irrigation water flowing through its irrigation system. Yields may be reduced in years of drought when irrigation water
and rainfall is insufficient. The Company purchases crop insurance annually which reduces certain coffee crop production risks. In March
2026 and April 2026, the Company received $
16
The Company’s insurance coverage for business interruption relating to the Lahaina wildfire expired in August 2025. The Company’s insurance carrier has compensated the Company for the majority of its losses relating to business interruption through July 2025 for the lack of coffee sales in the coffee farming operations and loss of income for licensees at the Pioneer Mill site as well as partial payments for initial estimates of losses relating to structures and equipment destroyed in the fire and other claim related costs. The Company has completed the design of the relocation of its coffee mill to agriculture land owned by the Company and is currently assessing bids it received in March 2026 to determine feasibility of rebuilding the coffee mill, as well as exploring alternatives to rebuilding the mill. There can be no assurances the Company will be fully compensated for losses incurred to structures destroyed in the fire or that insurance proceeds will be sufficient to rebuilding the coffee mill or other structures. Additionally, the Company could experience losses that exceed its insured limits, and further claims for certain losses could be denied or subject to deductibles or exclusions under its insurance policies. The Company has relocated its offices to temporary office facilities located on its lands in Kaanapali.
KLMC is a party to an agreement
with the State of Hawaii for the development of the Lahaina Bypass Highway. Approximately 2.4 miles of this two lane state highway have
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, is in the early stage of planning by the state of Hawaii. Under certain circumstances, which have not yet
occurred, KLMC remains committed for approximately $
These potential commitments have not been reflected in the accompanying condensed consolidated financial statements. While the completion of the Lahaina 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.
The following tables set forth the computation of net income (loss) per share - basic and diluted:
|
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||
| (Amounts in thousands, except per share amounts) | |||||||||||
| 2026 | 2025 | 2026 |
2025 | ||||||||
| Numerator: | |||||||||||
| Net income (loss) | $ | ( |
$ | ( |
$ | $ | ( | ||||
| Denominator: | |||||||||||
|
Number of weighted average shares outstanding |
|||||||||||
| - basic and diluted | |||||||||||
| Net income (loss) per share | |||||||||||
| - basic and diluted | $ | ) | $ | $ | $ | ) | |||||
17
(8) Business Segment Information
The Company’s reportable
segments are components of the Company that engage in certain business activities. The Company measures and evaluates operating segments
based on revenues and operating income (loss). The internal reporting of these operating segments is based, in part, on the reporting
and review process used in the evaluation of operating income (loss). The internal reporting is used for such review process by the Company’s
chief operating decision maker (“CODM”), its President.
As described in Note 1. Summary of Significant Accounting Policies, the Company has reportable business segments, Property and Agriculture. The Company’s Property segment consists primarily of revenue received from land sales and development, and lease and licensing agreements. The Company’s Agricultural segment currently consists primarily of coffee farming, milling operations and sales of coffee, other farm related operations, and revenue derived from licensing agreements.
The Corporate amounts include interest earned on the Company’s investments and costs that are not allocated to segments including direct expenses and general overhead expenses reimbursed to Pacific Trail, certain professional fees, insurance expenses and other expenses.
Net gain on property damage and lost profits, net of insurance claims is a result of the Company’s losses caused by the destruction of the Lahaina wildfires.
The Company has determined its significant segment expense categories based on amounts used, in part, by the Company’s CODM when making decisions about allocating resources to the segments.
Reportable segment revenues and significant reportable segment expense categories and amounts included in the Company’s measure of operating profit (loss) by business segment are presented in the tables below.
18
|
Three Months Ended June 30, (in thousands) |
Six Months Ended June 30, (in thousands) | ||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||
| Property | |||||||||||
|
Revenue from property sale |
$ | $ | $ | $ | |||||||
| Other revenue | |||||||||||
| Less: | |||||||||||
|
Land basis and other costs of property sale |
( |
||||||||||
|
Operating costs and expenses |
|||||||||||
| Property tax | |||||||||||
| Credit loss reserve expense | |||||||||||
|
Other selling, general and administrative expenses |
|||||||||||
| Depreciation | |||||||||||
|
Property operating income (loss) before income taxes |
( |
( |
( | ||||||||
| Agriculture | |||||||||||
| Revenue | |||||||||||
| Less: | |||||||||||
| Cost of goods sold | |||||||||||
| Property tax | |||||||||||
|
Other selling, general and administrative expenses |
|||||||||||
| Depreciation | |||||||||||
|
Agriculture operating loss before income taxes |
( |
( |
( |
( | |||||||
| Operating income (loss) | ( |
( |
( | ||||||||
| Crop insurance proceeds | |||||||||||
|
Net gain on property damage and lost profits, net of insurance claims |
|||||||||||
|
Corporate operating loss before income taxes |
( |
( |
( |
( | |||||||
|
Income (loss) before income taxes |
$ | ( |
$ | ( |
$ | $ | ( | ||||
19
Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
General
Unless the context indicates otherwise, references in this report to “Kaanapali Land” mean Kaanapali Land, LLC, and references to the “Company” mean Kaanapali Land and all of its subsidiaries and its predecessors.
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. These statements include expectations concerning, among other things, the Company’s land development plans, including anticipated timing, strategy and initiatives, the expected outcome of the legal proceedings, and the impact of macroeconomic conditions. 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, natural events, including the Lahaina wildfire discussed below, the effect of geopolitical, economic and market conditions in Hawaii and globally, including the rate of inflation, changes to fiscal and monetary policy, interest rate and currency fluctuations, pressure on the global banking system, competitive market conditions, the implementation of increased, new or retaliatory tariffs, delays, uncertainties and costs related to the receipt of governmental approvals, including the risk that an approval is obtained subject to conditions that are not anticipated, costs of material and labor, and actual versus projected timing of events, and the other factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), this report and any other periodic reports the Company files with the U.S. Securities and Exchange Commission (the “SEC”), all of which may cause actual results, performance or achievements of the Company, to differ materially from what is expressed, implied or forecast by any such forward-looking statements in this report.
Pioneer Mill Site
On June 13, 2024, Pioneer Mill Company, LLC. (“PMC”) entered into a property sale agreement (“PMC Sales Agreement”) with an unrelated third party for the sale of four parcels of land, aggregating approximately 21 acres located in Lahaina, Hawaii. The sale of the property closed on March 10, 2026, and at the closing of the transaction, PMC received $19.9 million in cash from the buyer for the sale (subject to adjustment for closing costs, escrow agent fees, and applicable prorated items pursuant to the PMC Sales Agreement).
Lahaina Wildfire
The Company’s Pioneer Mill site was negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Company’s offices and coffee mill were located on the site as well as various other structures and a building which was leased to an unrelated third party and used to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties that generated income for the Company. The Company’s offices, coffee store building, coffee mill and warehouses, as well as most of the personal property of the licensees was destroyed. The damage to the coffee mill disrupted the coffee farming operations and prevented the Company from processing and selling the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and outsourced pulping and drying to an unaffiliated coffee mill on Maui that became operational in January 2025. Separately, in 2025, the Company assembled a temporary
20
dry mill at a short term leased warehouse, where it hulls, grades and bags coffee. Coffee sales resumed in December 2025. The Company has completed the design of the relocation of its coffee mill to agriculture land owned by the Company and is currently assessing bids it received in March 2026 to determine feasibility of rebuilding the coffee mill, as well as exploring alternatives to rebuilding the mill.
During 2023, the Company initiated claims with its insurance carriers and in October 2023 the Company received an initial, unallocated advance payment of $1 million. In June 2024, the Company received from its insurance carrier approximately $4.9 million and in August 2024 received approximately $1.1 million. Additionally, in January 2026, the Company received approximately $4 million from its insurance carrier for claims that were submitted related to the losses that were incurred during 2023. The Company’s insurance coverage for business interruption relating to the fire expired in August 2025. The Company’s insurance carrier has compensated the Company for the majority of its losses relating to business interruption through July 2025 for the lack of coffee sales in the coffee farming operations and loss of income for licensees at the Pioneer Mill site as well as partial payments for initial estimates of losses relating to structures and equipment destroyed in the fire and other claim related costs. There can be no assurances the Company will be fully compensated for losses incurred to structures destroyed in the fire or that insurance proceeds will be sufficient to rebuild the coffee mill or other structures. Additionally, the Company could experience losses that exceed its insured limits, and further claims for certain losses could be denied or subject to deductibles or exclusions under its insurance policies. The Company has relocated its offices to temporary office facilities located on its lands in Kaanapali.
Inflation and Interest Rates
High rates of inflation adversely affect real estate development generally because of their impact on interest rates. However, high rates of inflation may permit the Company to increase the prices that it charges in connection with land sales, subject to a slowdown in sales and increase in home construction costs and to general economic conditions affecting the real estate industry and local market factors.
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. Interest rates are subject to change, including as a result of mandatory fiscal policy decisions, adverse macroeconomic conditions, and market volatility, which in turn could cause adverse financial impacts to the Company and real estate development generally.
Water Use Permits
By letters dated October 28, 2022, the State of Hawaii Commission on Water Resource Management (“CWRM”) officially designated all six Aquifer System Areas of the Lahaina Aquifer Sector, Maui, as Ground Water Management Areas, as of August 6, 2022. CWRM notified the Company that by August 5, 2023, the Company would need to apply for ground and surface water use permits to continue the Company’s use of certain wells that are integral to the Company’s entire operations. The Company has submitted such applications for permits. In response to the Company’s applications for permits, the Company received letters dated July 19, 2024 from CWRM requesting additional information for both of the Company’s ground water and surface water applications. Such responses were due within 30 days of the date of the letters. The Company obtained an extension for its responses to the letters and such responses were subsequently submitted. The permits, when or if granted and subject to various conditions, would preserve the Company’s existing water uses as of August 6, 2022. The Company cannot provide any assurances that CWRM will approve such permit applications for the amounts of water the Company seeks or impose conditions on such use that might affect the Company’s operations. If CWRM should fail to approve the Company’s water requests or impose onerous conditions on its use, CWRM’s actions could delay the Company’s development in substantial and material respects and affect the Company’s operations and finances. Further, in the
21
event permits adequate to the Company’s plans are not received timely or at all, there could be negative impacts on the west Maui real estate market as a whole and the development and sale of the Company’s lands on the Island of Maui, thereby materially and adversely affecting the Company’s operations, land sales, land values, results, and financial position.
Pension Plan
In 2023, the Company terminated its former Pension Plan (the “Pension Plan”) and transferred $5 million to a qualified replacement plan (“QRP”). Such assets are maintained in a suspense account within the QRP pending allocation to plan participants. The assets will be allocated to the participants in the QRP who were participants in the terminated Pension Plan and the employees of certain affiliated companies, all of which have some degree of common ownership with the Company and were concluded as eligible participants per the Employee Retirement Income Security Act (“ERISA”) requirements for QRPs. Such allocations are planned to be allocated ratably over a period not to exceed seven years to comply with regulatory requirements. On February 18, 2026, approximately $1.2 million was allocated to the participants in the QRP.
Land Development
In September 2014, Kaanapali Land Management Corp. (“KLMC”), pursuant to a property and option purchase agreement (“Purchase Agreement”) with Newport Hospital Corporation (“NHC”), sold a parcel of approximately 14.9 acres in West Maui. The Purchase Agreement included an Infrastructure Improvement Agreement (as subsequently amended) which commits KLMC to fund up to $0.6 million, depending on various factors, for off-site roadway, sewer and electrical improvements that will also provide service to other KLMC properties. KLMC may, at its discretion, design, construct, install, and complete all or portions of the off-site road, sewer and/or electrical improvements, in which case the developer shall pay to KLMC the total costs thereof, less the KLMC committed amount. In relation to such sewer line improvement, in 2023, KLMC entered into a contract for $1.1 million to install the sewer line. KLMC paid $1.1 million on the contract which has been recorded as a receivable, less KLMC’s sewer line commitment of $0.2 million. In accordance with the Infrastructure Improvement Agreement, the receivable accrues interest of 6.5% and is secured by the 14.9 acre property. Due to the receipt of a Demand for Arbitration, discussed below, as of June 30, 2026, the Company recorded a $1.1 million credit loss reserve on its receivable with NHC based on its evaluation of the probability of default that exists at NHC. The amount of the credit loss reserve represents the entire receivable amount and interest incurred as of June 30, 2026. In conjunction with the Infrastructure Improvement Agreement, the Company retains certain approval rights relating to the uses and designs of the site to ensure the uses and designs are aligned with the Company’s planned master development. If such uses result in a dispute with the developer of the site, development of the site could be delayed. The 14.9 acre site is intended to be used for a critical access hospital, skilled nursing facility, assisted living facility, and independent living facility.
On August 5, 2024, NHC served KLMC with a Demand for Arbitration, administrated by Dispute Prevention and Resolution, Inc. (“DPR”), relating to the Infrastructure Improvement Agreement and NHC’s development of the site. NHC alleges, among other things, that KLMC wrongfully caused significant delays, increased costs and related damages to NHC with respect to NHC’s planning and construction of the infrastructure improvements required of NHC under the Infrastructure Improvement Agreement (as subsequently amended). NHC seeks judgment for declaratory relief that the Infrastructure Improvement Agreement between NHC and KLMC is void; in the alternative, for reformation of the Infrastructure Improvement Agreement; for award of damages in an amount to be proven at arbitration; for attorneys’ fees and costs; for prejudgment and post-judgment interest on any monetary award; and for such other and further relief as the arbitrator deems appropriate. On October 25, 2024, KLMC filed an Answering Statement to NHC’s Demand
22
for Arbitration and KLMC’s counterclaim against NHC. On November 5, 2024, DPR confirmed the assignment of a mutually agreed upon arbitrator. The pre-arbitration discovery process remains ongoing. The parties mutually agreed to defer the arbitration proceedings as the parties evaluate an alternative to arbitration. The arbitration proceedings have been rescheduled for November 18, 2026, if the parties are unable to agree to an alternative to arbitration. KLMC will continue to vigorously defend. However, there can be no assurance that the eventual outcome of the arbitration will not result in any material liability or a material impact on business and financial results for KLMC.
The Company is in the planning stages for the development of a 295-acre parcel in the region mauka of 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 all phases have been submitted to the County of Maui (the “County”) for subdivision approval. The Company has been working with the County to resolve certain of the County’s comments relating to the subdivision. The Company’s understanding is that all outstanding comments from the County have been resolved verbally with County staff. The final approval letter has been pending, and additional efforts are being made to secure the approval. Upon final subdivision approval of all phases 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 plans to pre-sell the undeveloped lots in the first phase. The Company expects to market the lots in the first phase upon receiving final approvals from the County, subject to 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. Also critical to the Company’s ability to develop KCF Mauka is the Company’s ability to secure water use permits from the State of Hawaii Commission on Water Resource Management (“CWRM”). The purveyor for potable water for the Kaanapali service area, which would supply water to KCF Mauka, is in the process of preparing an application to CWRM for a permit to secure the water needed to service the development. The Company is providing necessary information to support the application. The Company cannot provide any assurance that CWRM will approve such permit application for the amount of water needed or CWRM could impose conditions on such use that might affect the feasibility of the development. Therefore, there can be no assurance that 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.
The Company is continuing with its planning for the development of a 241-acre residential development site in the region south of Kaanapali Coffee Farms known as Puukolii Village. The conceptual master plan is comprised of 20 developable parcels planned for 940 units including a mix of affordable and market priced homes, both single and multi-family, mixed use commercial, parks, school, and community facilities. Puukolii Village is fully entitled. Critical to the Company’s ability to develop Puukolii Village is the Company’s ability to secure water use permits from CWRM. The purveyor for potable water for the Kaanapali service area, which would supply water to Puukolii Village, is in the process of preparing an application to CWRM for a permit to secure the water needed to service the development. In August 2025, the Company submitted an application to CWRM for a permit to secure the water needed to service Puukolii Village. The Company cannot provide any assurance that CWRM will approve such permit application for the amount of water needed or CWRM could impose conditions on such use that might affect the feasibility of the development. In conjunction with the potential development of Puukolii Village and in coordination with the possible development by an unrelated third party of the 14.9 acre site to be used for a critical access hospital, as noted above, the Company installed a sewer line from the Puukolii Village site to the critical care hospital site. The developer of the critical access hospital site is obligated to share in the sewer line cost for the portion of the sewer line fronting the critical care hospital site (see discussion above).
23
Comparison of Results of Operations
The decrease in property, net as of June 30, 2026 as compared to December 31, 2025 and the related increase in sales and lease income and cost of sales for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is primarily due to the sale of the Pioneer Mill site that closed on March 10, 2026.
The decrease in retirement plan investments as of June 30, 2026 as compared to December 31, 2025, is primarily due to the QRP allocation that was made to plan participants during the three months ended March 31, 2026.
The increase in crop insurance proceeds for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 is due to crop insurance proceeds received related to an insurable event that occurred during the 2025 crop year.
The increase in net gain on property damage and lost profits, net of insurance claims for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is due to insurance proceeds the Company received from its insurance carrier in January 2026 for claims that were submitted related to the losses that were incurred during 2023 Lahaina wildfire.
See also the notes to the condensed consolidated financial statements included in Item 1. Financial Statements, for additional discussion of items addressing comparability between the three and six months ended June 30, 2026 and 2025.
Liquidity and Capital Resources
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. Reference is made to Item 1. Financial Statements, Note 2. Land Development to the condensed consolidated financial statements. 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.
The Company had cash and cash equivalents of approximately $38 million as of June 30, 2026 which is available for, among other things, working capital requirements, including future operating expenses, the possible rebuilding of the coffee mill and replacement of equipment and structures destroyed in the Lahaina wildfire, and the Company's obligations for engineering, planning, regulatory and development costs, drainage and utilities, environmental remediation costs on existing and former properties, certain commitments with the State of Hawaii for the development of the Lahaina Bypass Highway, 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 Company’s liquidity is influenced by many factors, including the coverage and timing of insurance proceeds, the impact of the Lahaina wildfire (including on the marketability of property), coffee sales, and completion of property sales on acceptable terms, if at all. Although the Company believes that it has sufficient liquidity to fund its operations and capital needs 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.
24
Cash Flows
Net cash flows provided by investing activities for the six months ended June 30, 2026 were approximately $2 million due to insurance proceeds received related to the Lahaina wildfires, as well as, proceeds from retirement plan investments. Net cash flows used in financing activities for the six months ended June 30, 2026 was approximately $1 million due to retirement plan investments allocated to participants in the QRP who are employees of certain affiliates of the Company.
Critical Accounting Estimates
The discussion and analysis of the Company's financial condition and results of operations are based upon the Company's unaudited condensed consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these unaudited interim financial statements requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes are reasonable under the circumstances; additionally management evaluates these results on an on-going basis. Management's estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different estimates could be made under different assumptions or conditions, and in any event, actual results may differ from the estimates. The impact of a change in these estimates, assumptions, and judgments could materially affect the amounts reported in the Company’s consolidated financial statements.
Certain accounting policies involve significant judgments and estimates by management, and the Company considers these accounting policies to be critical accounting policies. There have been no material changes to the critical accounting polices disclosed in 2025 Form 10-K.
Recently Adopted Accounting Pronouncements
For a description of recently issued accounting pronouncements, see Note 1 to the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures. The principal executive officer and the principal financial officer of the Company (who is the same individual) has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) of 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 has 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 forms of the SEC.
25
Change in 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 2026 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
The information set forth in Note 6. Commitments and Contingencies, to the condensed consolidated financial statements, included in Part I, Item 1. Financial Statements of this report, is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors discussed in Part 1, Item 1A. Risk Factors, of the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
26
Item 6. Exhibits
27
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, 2026 | |
| /s/ Richard Helland | ||
| By: |
Richard Helland, Vice President and Principal Accounting Officer | |
| Date: | August 13, 2026 | |
28
Exhibit 31.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Exchange Act Rule 13a-14(a) / 15d-14(a) as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
I, Stephen A. Lovelette, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ending June 30, 2026 of Kaanapali Land, LLC; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |
| Date: | August 13, 2026 | ||
| /s/ Stephen A. Lovelette | |||
|
President, Chief Executive Officer and Chief Financial Officer |
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to the Sarbanes-Oxley Act of 2002
The following statement is provided by the undersigned with respect to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed pursuant to any provision of the Securities Exchange Act of 1934 or any other securities law:
The undersigned hereby certifies that the foregoing Report on Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Kaanapali Land, LLC.
Date: August 13, 2026
| By: | /s/ Stephen A. Lovelette | |
|
Stephen A. Lovelette President, Chief Executive Officer and Chief Financial Officer |