KANP 10-Q
Kaanapali Land LLC (KANP)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the quarterly period
ended
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
(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) |
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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 May 15, 2023, the registrant had Common Shares and 52,000 Class C Shares outstanding.
2
| 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 | 24 | ||
| Item 4. | Controls and Procedures | 24 | ||
| Part II OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 25 | ||
| Item 1A. | Risk Factors | 25 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 | ||
| Item 3. | Defaults Upon Senior Securities | 25 | ||
| Item 4. | Mine Safety Disclosures | 25 | ||
| Item 5. | Other Information | 25 | ||
| Item 6. | Exhibits | 26 | ||
| SIGNATURES | 27 | |||
3
Part I. Financial Information
Item 1. Financial Statements
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
March 31, 2023 and December 31, 2022
(Dollars in Thousands, except share data)
(Unaudited)
|
March 31, 2023 |
December 31, 2022 | ||||
| Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Property, net | |||||
| Investments | |||||
| Other assets | |||||
| Total assets | $ | $ | |||
| Liabilities | |||||
| Accounts payable and accrued expenses | $ | $ | |||
| Deposits and deferred gains | |||||
| Deferred income taxes | |||||
| Other liabilities | |||||
| Total liabilities | |||||
| Commitments and contingencies (Note 7) | |||||
| Equity | |||||
|
Common equity, at 3/31/23 and 12/31/22 (Shares authorized – unlimited; shares issued and outstanding – common shares and Class C shares) |
|||||
| 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 Months Ended March 31, 2023 and 2022
(Unaudited)
(Dollars in Thousands, except per share data)
|
Three Months Ended March 31, | |||||
| 2023 | 2022 | ||||
| Revenues: | |||||
| Sales | $ | $ | |||
| Interest and other income | |||||
| Total revenues | |||||
| Cost and expenses: | |||||
| Cost of sales | |||||
| Selling, general and administrative | ( | ||||
| Depreciation and amortization | |||||
| Total cost and expenses | |||||
| Operating income (loss) before income taxes | ( |
||||
| Income tax benefit (expense) | ( | ||||
| Net income (loss) | ( |
||||
|
Less: Net loss attributable to non-controlling interests |
( | ||||
| Net income (loss) attributable to shareholders | $ | ( |
$ | ||
| 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 Comprehensive Income (Loss)
Three Months Ended March 31, 2023 and 2022
(Unaudited)
(Dollars in Thousands)
|
Three Months Ended March 31, | |||||
| 2023 | 2022 | ||||
| Net income (loss) | $ | ( |
$ | ||
| Other comprehensive income: | |||||
| Net unrealized (gains) losses on pension plan assets | ( | ||||
| Other comprehensive income, before tax | ( | ||||
|
Income tax benefit (expense) related to items of other comprehensive income |
|||||
| Other comprehensive income, net of tax | ( | ||||
| Comprehensive income (loss) | ( |
||||
|
Comprehensive loss attributable to non-controlling interests |
( | ||||
|
Comprehensive income (loss) attributable to shareholders |
$ | ( |
$ | ||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Equity
Three Months Ended March 31, 2023
(Unaudited)
(Dollars in Thousands)
| Three Months Ended March 31, 2023 | ||||||||||||
|
Common Equity |
Additional Paid-In Capital |
Accumu- lated (Deficit) Earnings |
Total Share- holders’ Equity | |||||||||
|
Balance December 31, 2022 |
$ | $ | $ | $ | ||||||||
| Net loss | ( |
( | ||||||||||
|
Balance March 31, 2023 |
$ | $ | $ | $ | ||||||||
| Three Months Ended March 31, 2022 | |||||||||||||||||||||
|
Common Equity |
Additional Paid-In Capital |
Accumu- lated (Deficit) Earnings |
Accumu- lated Other Compre- hensive Income/ (Loss) |
Total Share- holders’ Equity |
Non Controlling Interests |
Total Equity | |||||||||||||||
|
Balance December 31, 2021 |
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||
|
Effect of consolidat- ing Kaanapali Coffee Farms Lot Owners’ Association |
( |
( |
|||||||||||||||||||
|
Other comprehensive income, net of tax |
( |
( |
( | ||||||||||||||||||
| Net income (loss) | ( |
||||||||||||||||||||
|
Balance March 31, 2022 |
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2023 and 2022
(Unaudited)
(Dollars in Thousands)
|
Three Months Ended March 31, | |||||
| 2023 | 2022 | ||||
| Net cash provided by (used in) operating activities | $ | ( |
$ | ||
| Net cash used in investing activities: | |||||
| Property additions | ( |
( | |||
| ( |
( | ||||
| Net cash provided by financing activities: | |||||
| Contributions | |||||
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
||||
|
Cash, cash equivalents and restricted cash at beginning of period |
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ | $ | |||
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 accompanying condensed consolidated financial statements include the accounts of Kaanapali Land and all of its subsidiaries and its predecessors (collectively, the “Company”), which include KLC Land and its wholly-owned subsidiaries. Prior to July 1, 2022, the Kaanapali Coffee Farms Lot Owners’ Association (“LOA”) was consolidated into the Company’s consolidated financial statements and the interests of third-party owners of the lots in the Kaanapali Coffee Farms subdivision were reflected as equity including non controlling interests. The Company sold its last owned lot in the Kaanapali Coffee Farms subdivision in early 2022 and as a consequence, the Company elected to turn over control of the LOA board of directors to the third-party owners of the lots in the subdivision. An election for a new board of directors, comprised entirely of third-party lot owners, was held during June 2022 and the results of the election were announced July 1, 2022. Therefore, effective July 1, 2022, the Company deconsolidated the LOA due to the loss of control over the LOA and derecognized the assets, liabilities, equity (including the non controlling interests) and results of operations in its financial statements. The Company does not have any direct or indirect retained interest in the LOA. The Company currently has agreements with the LOA to farm coffee, perform common area maintenance services and provide delivery of non-potable water.
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 on behalf of the applicable land owners. The Company 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.
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. 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 Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 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.
9
A description of the Company’s significant accounting policies is included in Note 1 to the Notes to the Condensed Consolidated Financial Statements included in its 2022 Form 10-K. Except as noted below, there were no material changes in the Company’s significant accounting policies during the three months ended March 31, 2023.
Property
The Company's significant
property holdings are on the island of Maui and consist of approximately
Inventory of land held for sale 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). 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 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 months ended March 31, 2023 are not necessarily indicative of the results that may be achieved for the full year ending December 31, 2023 or in any other 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 as of March 31, 2023
is a money market fund for $
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.
10
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.
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.
The Company’s revenues that were subject to revenue recognition standards were as follows (in thousands):
|
Three Months Ended March 31, |
|||||
| 2023 | 2022 | ||||
| Sales of real estate | $ | $ | |||
| Coffee 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 months ended March 31, 2023 and
2022, the Company recognized $
11
Recently Issued Accounting Pronouncements
In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. The amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments in this Update are effective for all entities upon issuance of this Update. 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.
(2) Land Development
During the first quarter
of 2006, the Company received final subdivision approval on an approximately 336 acre parcel in the region "mauka" (toward the
mountains) from the main highway serving the area. This project, called Kaanapali Coffee Farms, originally consisted of
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 approximately
(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 $
12
(4) Employee Benefit Plans and Investments
Prior to June 1, 2022, the Company participated in a defined benefit pension plan (the “Pension Plan”) that covers substantially all its eligible employees. The Pension Plan was sponsored and maintained by Kaanapali Land in conjunction with other plans providing benefits to employees of Kaanapali Land and its affiliates.
Pacific Trail Holdings LLC,
the manager of the Company, adopted a plan to freeze the benefit accruals under and close participation in the Pension Plan and terminate
the Pension Plan on June 1, 2022. Effective February 7, 2022, the Level 1 and Level 2 plan asset investments were reallocated to a money
market fund. Benefit accruals were frozen on March 31, 2022. The Company paid lump sum benefits totaling approximately $
The Company currently expects to transfer during 2023 at least 25% of the remaining Pension Plan assets to a qualified replacement plan (“QRP”) in which 100% of the participants in the terminated Pension Plan remaining employed by the Company would become active participants in the QRP. The QRP is also expected to include the employees of certain affiliates of the Company. Thereafter, remaining assets of the terminated Pension Plan will revert to the Company. Under such circumstances, the Company will be subject to a 20% excise tax. There can be no assurances that the Company will be successful in executing such plan or that the Company will not be subject to additional taxes.
The components of the net periodic pension benefit (credit) included in selling, general and administrative in the Company’s condensed consolidated statements of operations are as follows (in thousands):
|
Three Months Ended March 31, |
|||||
| 2023 | 2022 | ||||
| Service cost | $ | $ | |||
| Interest cost | |||||
| Expected return on plan assets | ( | ||||
| Recognized net actuarial (gain) loss | ( | ||||
| Curtailment (gain) loss | ( | ||||
| Net periodic pension cost (credit) | $ | $ | |||
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 deferred compensation liability of $
13
(5) Income Taxes
The statutes of limitations with respect to the Company's taxes for 2019 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 could be liable could be material.
The Tax Cuts and Jobs Act (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 NOL carryforwards, 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. No such commissions were paid for the three months ended March 31, 2023 and 2022.
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 statement of operations for the three months ended
March 31, 2023 and 2022 were $
The Company had derived revenue
from farming and common area maintenance services and for providing non-potable water to the LOA. The LOA is the association of the lot
owners of the Kaanapali Coffee Farms. Effective July 1, 2022, the LOA is no longer an affiliate of the Company due to the loss of control
over the LOA. The revenue for the three months ended March 31, 2022 was $
(7) 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 an estimate of the range of potential loss cannot be made.
14
Under an insurance
settlement the Company reached with Fireman’s Fund as a result of a complaint the Company filed against Fireman’s Fund
in 2015, Fireman’s Fund paid $
On April 16, 2021, the U.S.
Department of Justice and the U.S. Environmental Protection Agency, on behalf of various federal agencies of the United States of
America, executed a Consent Decree with Kaanapali Land, LLC, a Delaware limited liability company (the “Company”) that,
if entered by the U.S. District Court sitting in the District of Hawaii, United States of America v. Kaanapali Land, and Oahu Sugar
Company, LLC Case No. 1:21-CV-00190, resolved the U.S. federal government’s current environmental claims against the Company
with respect to contamination at the former mixing site on Waipio Peninsula on Oahu in Hawaii that had been leased by Oahu Sugar
Company LLC, a former subsidiary of the Company. In return for payments by the Company totaling $
A former subsidiary, D/C Distribution Corporation (“D/C”), filed a petition for liquidation under Chapter 7 of the Bankruptcy Code in July 2007, as described below. As a consequence of the Chapter 7 filing, D/C is not under control of the Company.
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 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.
15
On February 12, 2014, counsel
for Fireman’s Fund, the carrier that had been paying defense costs and settlements for the Kaanapali Land asbestos cases, stated
that it would no longer pay settlements or judgments in the Kaanapali Land asbestos cases due to then pending 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 barred Fireman’s Fund from making any payments to resolve the Kaanapali Land asbestos claims because D/C Distribution was also
alleging a right to coverage under those policies for asbestos claims against it. However, in the interim, Fireman’s Fund advised
that it intended to continue to pay defense costs for those cases, subject to whatever reservations of rights that might be in effect
and subject further to the policy terms. Fireman’s Fund also indicated that, to the extent that Kaanapali Land cooperated with Fireman’s
Fund in addressing settlement of the Kaanapali Land asbestos cases through coordination with its adjusters, it was Fireman’s Fund’s
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 and Fireman’s Fund entered
into a settlement agreement on or about November 24, 2021 whereby Fireman’s Fund paid $
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 $
On January 21, 2020, certain asbestos claimants filed a Stay Relief Motion in the Bankruptcy Court for the Northern District of Illinois, Eastern Division, Case No. 07-12776 (“motion to lift stay”) in connection with the D/C proceeding. The motion sought the entry of an order, among other things, modifying the automatic stay in the D/C bankruptcy to permit those claimants to prosecute various lawsuits in state courts against D/C Distribution, LLC, and to recover on any judgment or settlement solely from any available insurance coverage. Various oppositions to the motion to lift stay were filed, and the matter was heard and taken under advisement in April 2020. On July 21, 2020, the bankruptcy court issued an order granting the motion to lift stay to permit the movants to pursue their claims and to recover any judgment or settlement from and to the extent of any available insurance coverage of D/C Distribution, LLC, only.
The bankruptcy trustee for D/C is now in the process of closing the bankruptcy case. Certain asbestos-related proofs claims in the bankruptcy case have been withdrawn in connection with closing. A court hearing was held on March 29, 2023 in which the court awarded the trustee’s compensation and expenses and therefore D/C no longer has any assets. The closing of the D/C bankruptcy case is pending. Upon the closing of the case, the Company expects to reverse a related contingent liability. After the closing of the case, there is no guarantee that personal injury claimants will not assert asbestos-related claims against D/C in the future.
16
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 April 2022. 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 important 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.
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.
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 approximately 2.4 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, is in the early stage of planning. Under certain circumstances, which
have not yet occurred, KLMC remains committed for approximately $
17
These potential commitments have not been reflected in the accompanying condensed 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.
The following tables set forth the computation of net loss per share - basic and diluted:
|
Three Months Ended March 31, (Amounts in thousands, Except per share amounts) | |||||
| 2023 | 2022 | ||||
| Numerator: | |||||
| Net income (loss) | $ | ( |
$ | ||
| Less: Net loss attributable to non-controlling interests | ( | ||||
| Net income (loss) attributable to shareholders | $ | ( |
$ | ||
| Denominator: | |||||
|
Number of weighted average share outstanding - basic and diluted |
|||||
|
Net income (loss) per share, attributable to Kaanapali Land - basic and diluted |
$ | $ | |||
(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.
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.
18
|
Three Months Ended March 31, | |||||
| 2023 | 2022 | ||||
| Revenues: | |||||
| Property | $ | $ | |||
| Agriculture | |||||
| Corporate | |||||
| $ | $ | ||||
| Operating income (loss): | |||||
| Property | $ | ( |
$ | ||
| Agriculture | |||||
| Operating income (loss) | ( |
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| Corporate | ( |
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| Operating income (loss) before income taxes | $ | ( |
$ | ||
The Company’s Property segment consists primarily of revenue received from land sales and lease and licensing agreements.
The Company’s Agriculture segment consists primarily of coffee operations and licensing agreements.
The Company’s Corporate segment consists primarily of interest earned on investments.
The Company is exploring alternative agricultural operations, but there can be no assurance that replacement operations at any level will result.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, the effect of geopolitical, economic and market conditions in Hawaii and globally, including continued increases in the rate of inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates and currency fluctuations, pressure on the global banking system, competitive market conditions, uncertainties and costs related to the imposition of conditions on receipt of governmental approvals and costs of material and labor, the effect of the COVID-19 virus and variants, actual versus projected timing of events, and the factors described in Part I, Item 1A of the Company’s 2022 Form 10-K, this report and any other periodic reports the Company files with the Securities and Exchange Commission, all of which may cause such actual results to differ materially from what is expressed or forecast in this report.
At its June 14, 2022 meeting, the State of Hawaii Commission on Water Resource Management (“CWRM”) unanimously voted to accept Findings of Fact and the Chairperson’s recommendation to Designate the Lahaina Aquifer Sector Area as both a Surface Water and Ground Water Management Area including the Honokohau, Honolua, Honokahua, Kahana, Honokowai, Wahikuli, Kahoma, Kaua`ula, Launiupoko, Olowalu, and Ukumehame Groundwater Hydrologic Units, Island of Maui, Hawaii. By accepting the recommendation, CWRM thereby established administrative control over the ground and surface waters in the Lahaina Aquifer Sector Area. The intended purpose of that designation was described by the CWRM staff as serving to “ensure protection and reasonable beneficial use of” those waters. The Lahaina Aquifer Sector includes the Honokowai hydrologic unit from which the Company currently derives almost all of its non-potable water. The designation means that the Company and all users of water in the Lahaina Aquifer Sector Area will be required to apply for water use permits pursuant to a process that will call for the water purveyors (and potentially their end-users) to demonstrate that their existing uses meet the “reasonable beneficial use” standards adopted by CWRM. Applications for permits to use water for future uses likely will be considered only after existing users have completed their applications based on existing uses. One possible result of the designation is a potential inability to secure permits from CWRM for future uses.
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By letters dated October 28, 2022, 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 permits, when applied for and granted and subject to various conditions, would preserve the Company’s existing water uses as of August 6, 2022. The Company is preparing permit applications to cover its existing uses. 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 event permits adequate to the Company’s plans are not received or not received timely, 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.
By letter dated March 13, 2023, CWRM provided the Company a notice of alleged water violation covering the metering and monitoring of certain designated areas with the Honokowai aquifer and hydrologic unit, as well as certain waste conditions CWRM allegedly observed on prior investigations of those certain areas. The Company is reaching out to address the alleged violations with CWRM and to seek clarification of the issues. The Company does not believe that such issues, when and if addressed by Company action, will prove material in cost, but there are no assurances of same.
The Company’s Pension Plan (the “Plan”) assets are approximately $19 million at March 31, 2023. On January 15, 2022, Pacific Trail Holdings LLC, the manager of the Company, adopted a plan to freeze the benefit accruals under and close participation in the Plan and terminate the Plan on or about June 1, 2022. Effective February 7, 2022, the Level 1 and Level 2 Plan asset investments were reallocated to a money market fund. Benefit accruals were frozen on March 31, 2022. The Company paid lump sum benefits totaling approximately $420 thousand to Plan participants during October 2022, thereby settling all Plan liabilities.
The Company currently expects to transfer during 2023 at least 25% of the remaining Plan assets to a qualified replacement plan (“QRP”) in which 100% of the participants in the terminated Plan remaining employed by the Company would become active participants in the QRP. The QRP is also expected to include the employees of certain affiliates of the Company. Thereafter, remaining assets of the terminated Plan will revert to the Company. Under such circumstances, the Company will be subject to a 20% excise tax. There can be no assurances that the Company will be successful in executing such plan or that the Company will not be subject to additional taxes.
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 and the planned distribution of surplus Pension Plan assets 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.
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Liquidity and Capital Resources
The Company had cash and cash equivalents of approximately $19 million and $20 million as of March 31, 2023 and December 31, 2022, 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. To the extent the Company is not delayed by certain regulatory agencies, the Company expects the distribution of Pension Plan assets to enhance the Company’s liquidity. The Company does not anticipate making any distributions for the foreseeable future.
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.
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 million, dated November 14, 2002, and due September 30, 2029, as extended. Such note had an outstanding balance of principal and accrued interest as of March 31, 2023 and December 31, 2022 of approximately $90 million and $90 million, respectively. The interest rate currently is 0.39% 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.
Land Development
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 approximately 14.9 acre parcel in West Maui. The purchase price was $3.3 million, paid in cash at closing. The agreement (as subsequently amended) 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 offsite 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 this regard, KLMC has entered into a contract to install a sewer line, a portion of which runs adjacent to this property and is subject to the improvements noted above. Although certain offsite construction has begun at the site, the commitment remains outstanding as construction of such improvements does not yet trigger such funding. In conjunction with the property and option purchase 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, such dispute could delay the development of the site. 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.
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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 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 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. 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.
The Company is in the planning stages 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. 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 entered into a contract to install 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.
Comparison of Results of Operations
Reference is made to the footnotes to the financial statements for additional discussion of items addressing comparability between years.
The increase in interest and other income for the three months ended March 31, 2023 as
compared to the three months ended March 31, 2022 is primarily due to market value adjustments related to the pension plan assets.
The decrease in sales and the related decrease in costs of sales for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 is primarily due to the sale of one lot during the first quarter 2022.
The increase in selling, general and administrative expenses for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 is due to the insurance recoveries related to asbestos claims.
Inflation
High rates of inflation 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 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.
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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 judgements 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 2022 Form 10-K, except as described in Note 1 to the condensed consolidated financial statements.
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
Not applicable as the Company is a smaller reporting company.
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/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 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 first quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
The information set forth under “Commitments and Contingencies” in Note 7 of the Notes to the condensed consolidated financial statements, included in Part I, Item 1 of this report is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risks described in the section entitled “Risk Factors” in the 2022 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
None.
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Item 6. Exhibits
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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: | May 15, 2023 | |
| /s/ Richard Helland | ||
By:
|
Richard Helland, Vice President and Principal Accounting Officer | |
| Date: | May 15, 2023 | |
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