The accompanying notes are an integral
part of the condensed consolidated financial statements.
The accompanying notes are an integral
part of the condensed consolidated financial statements.
The accompanying notes are an integral
part of the condensed consolidated financial statements.
The accompanying notes are an integral
part of the condensed consolidated financial statements.
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(Dollars in Thousands)
(1) Summary of Significant
Accounting Policies
Organization and
Basis of Accounting
Kaanapali Land, LLC
("Kaanapali Land"), a Delaware limited liability company, is the reorganized entity resulting from the Joint Plan of
Reorganization of Amfac Hawaii, LLC (now known as KLC Land Company, LLC ("KLC Land")), certain of its subsidiaries (together
with KLC Land, the "KLC Debtors") and FHT Corporation ("FHTC" and, together with the KLC Debtors, the "Debtors")
under Chapter 11 of the Bankruptcy Code, dated June 11, 2002 (as amended, the "Plan").
The Company's continuing
operations are in two business segments - Agriculture and Property. The Agriculture segment is engaged in farming and milling operations
relating to coffee orchards on behalf of the applicable land owners. The Property segment primarily develops land for sale and
negotiates bulk sales of undeveloped land. The Property and Agriculture segments operate exclusively in the State of Hawaii.
The Kaanapali Coffee
Farms Lot Owners’ Association was consolidated into the accompanying consolidated financial statements at December 31,
2013. The interests of third party owners are reflected as non controlling interests. The Kaanapali Coffee Farms Lot Owners’
Association was not consolidated at September 30, 2013, and has no material effect on the consolidated financial statements.
All significant intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited
condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by accounting principles generally accepted in the United States
for complete financial statements, and therefore, should be read in conjunction with the Company's Annual Report on Form 10-K (File
No. 0-50273) for the year ended December 31, 2013. Capitalized terms used but not defined in this quarterly report have the
same meanings as in the Company's 2013 Annual Report on Form 10-K.
Property
The Company's significant
property holdings are on the island of Maui consisting of approximately 4,000 acres, of which approximately 1,500 acres is classified
as conservation land which precludes development. The Company has determined, based on its current projections for the development
and/or disposition of its property holdings, that the property holdings are not currently recorded in an amount in excess of proceeds
that the Company expects that it will ultimately obtain from the operation and disposition thereof.
Inventory of land held
for sale, of approximately $16,100 and $21,300, representing primarily Kaanapali Coffee Farms, was included in Property, net in
the consolidated balance sheets at September 30, 2014 and December 31, 2013, respectively, and is carried at the lower
of cost or net realizable value. Based on current and foreseeable market conditions, discussions with real estate brokers and review
of historical land sale activity (level 2 and 3), the value of the inventory of property was reduced by $856 during the second
and fourth quarter of 2013 to reflect the property at the lower of carrying value or fair value less costs to sell. Generally no
land is currently in use except for certain acreage of coffee trees which are being maintained to support the Company's land development
program and miscellaneous parcels of land that have been leased or licensed to third parties on a short term basis.
In September 2014, Kaanapali
Land Management Corp. (“KLMC”), pursuant to a property and option purchase agreement with an unrelated third party,
closed on the sale of an approximate 14.9 acre parcel in West Maui. The purchase price was $3,300, paid in cash at closing. The
agreement commits KLMC to fund up to between $803 and $1,008, depending on various factors, for off-site roadway, water, sewer
and electrical improvements that will also provide service to other KLMC properties. The purchaser was also granted an option for
the purchase of an adjacent site of approximately 18.5 acres for $4,078, of which $525 was paid in cash upon the closing of the
14.9 acre site. The nonrefundable $525 option payment can be applied to the purchase of the 18.5 acre site. The option expires
in September 2017. The 14.9 acre site is intended to be used for a hospital, skilled nursing facility, assisted living facility,
and medical offices, and the option site is intended to be used for other medical and health related facilities.
Use of Estimates
The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates.
In the opinion of
management, all adjustments necessary for a fair presentation of the statement of financial position and results of operations
for the interim periods presented have been included in these financial statements and are of a normal and recurring nature.
Operating results
for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be achieved in future
periods.
Certain prior year
amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the
reported consolidated financial statements.
Cash
and Cash Equivalents
The
Company considers as cash equivalents all investments with maturities of three months or less when purchased. The Company’s
cash balances are maintained primarily in two financial institutions. Restricted cash represents cash held by the Kaanapali Coffee
Farms Lot Owners’ Association. At times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits.
Management does not believe the Company is exposed to significant risk of loss on cash and cash equivalents.
Recognition
of Profit From Real Property Sales
For
real property sales, profit is recognized in full when the collectability of the sales price is reasonably assured and the earnings
process is virtually complete. When the sale does not meet the requirements for full profit recognition, all or a portion of the
profit is deferred until such requirements are met.
Other
revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and
collectability is reasonably assured.
Recently Issued Accounting
Pronouncements
In April 2014, the FASB
issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment
(Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014-08). This update
changes the requirements for reporting discontinued operations under Subtopic 205-20. A disposal of a component of an entity or
a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic
shift that has (or will have) a major effect on an entity’s operations and financial results when either (i) the component
of an entity or group of components of an entity meets the criteria to be classified as held for sale, (ii) the component of an
entity or group of components of an entity is disposed of by sale, or (iii) the component of an entity or group of components of
an entity is disposed of other than by sale. The amendments in ASU 2014-08 improve the definition of discontinued operations by
limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or
will have) a major effect on an entity’s operations and financial results. The amendments in the update require additional
disclosures about discontinued operations and disclosures related to the disposal of an individually significant component of an
entity that does not qualify for discontinued operations presentation. The amendments in ASU 2014-08 are to be applied to all disposals
(or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December
15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held
for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has chosen
not to early adopt the provisions under ASU 2014-08 and is currently evaluating the impact of adopting this new accounting standard.
In May 2014, the Financial
Accounting Standards Board (“FASB”) issued guidance under the Accounting Standards Codification (“ASC”)
606, Revenue from Contract with Customers, which establishes a single comprehensive revenue recognition model for all contracts
with customers and will supersede most existing revenue guidance. This guidance requires 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. Transition options include either a full or modified retrospective approach and early adoption
is permitted. The implementation date for this guidance was recently deferred and will now be effective at the beginning of our
first quarter of fiscal year 2019. We are currently evaluating the impact of the adoption of this requirement on our Consolidated
Financial Statements.
In May 2015, the FASB issued
Accounting Standards Update (ASU) 2015-07, Fair Value Measurement Disclosures for Investments in Certain Entities That Calculate
Net Asset Value per Share (or its Equivalent), as a new Topic, Accounting Standards Codification (ASC) Topic 820. Under this new
guidance, investments measured at net asset value (“NAV”), as a practical expedient for fair value, are excluded from
the fair value hierarchy. Removing investments measured using the practical expedient from the fair value hierarchy is intended
to eliminate the diversity in practice that currently exists with respect to the categorization of these investments. The only
criterion for categorizing investments in the fair value hierarchy will be the observability of the inputs. This ASU is effective
for annual periods beginning after December 15, 2015 and shall be applied retrospectively to all periods presented. The Company
is currently evaluating the potential impact of adopting this new
accounting standard.
In February 2016, the FASB
issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For public business entities,
the standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2019, and interim periods
within fiscal years beginning after December 15, 2020. Early application of the amendments in this update is permitted for
all entities. The Company is currently evaluating the effect that implementation of this update will have on its consolidated financial
position and results of operations upon adoption.
(2) Land Development
During the first quarter
of 2006, the Company received final subdivision approval on an approximate 336 acre parcel in the region "mauka" (toward
the mountains) from the main highway serving the area. This project, called Kaanapali Coffee Farms, consists of 51 agricultural
lots, which are currently being offered to individual buyers. The land improvements were completed during 2008. As of September 30,
2014, the Company sold twenty-eight lots at Kaanapali Coffee Farms including seven during the second quarter 2014, three during
the first quarter 2014 and nine in 2013. In the fourth quarter of 2014, three lots were sold. In 2015, two lots were sold in
the first quarter, one was sold in the second quarter and one in the third quarter. In 2016, three lots were sold in the first quarter.
In conjunction with the sale of four of the lots sold in 2014, in addition to cash proceeds, the Company received promissory notes.
As of September 30, 2014, $1,984 remains outstanding.
(3) Mortgage Note Payable
Certain subsidiaries
of Kaanapali Land are jointly indebted to Kaanapali Land pursuant to a certain Secured Promissory Note in the principal amount
of $70,000 dated November 14, 2002, and due September 30, 2020, as extended. Such note had an outstanding balance of
principal and accrued interest as of September 30, 2014 and December 31, 2013 of approximately $86,800 and $87,300, respectively.
The interest rate currently is 1.19% per annum and compounds semi-annually. The note, which is prepayable, is secured by substantially
all of the remaining real property owned by such subsidiaries, pursuant to a certain Mortgage, Security Agreement and Financing
Statement, dated as of November 14, 2002 and placed on record in December 2002. The note has been eliminated in the consolidated
financial statements because the obligors are consolidated subsidiaries of Kaanapali Land.
(4) Employee Benefit Plans
The Company participates
in a defined benefit pension plan that covers substantially all its eligible employees. The pension plan is sponsored and maintained
by Kaanapali Land in conjunction with other plans providing benefits to employees of Kaanapali Land and its affiliates.
The components of the net
periodic pension benefit (credit), included in selling, general and administrative in the consolidated statements of operations
for the three and nine months ended September 30, 2014 and 2013 are as follows:
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Service cost
|
$
|
149
|
|
$
|
157
|
|
$
|
449
|
|
$
|
472
|
Interest cost
|
|
439
|
|
|
411
|
|
|
1,317
|
|
|
1,233
|
Expected return on plan assets
|
|
(998)
|
|
|
(1,051)
|
|
|
(2,995)
|
|
|
(3,151)
|
Recognized net actuarial
(gain) loss
|
|
150
|
|
|
200
|
|
|
452
|
|
|
601
|
Net periodic pension credit
|
$
|
(260)
|
|
$
|
(283)
|
|
$
|
(777)
|
|
$
|
(845)
|
The Company recognizes
the over funded or under funded status of its employee benefit plans as an asset or liability in its statement of financial position
and recognizes changes in its funded status in the year in which the changes occur through comprehensive income. Included in accumulated
other comprehensive income at September 30, 2014 and December 31, 2013 are the following amounts that have not yet been recognized
in net periodic pension cost: unrecognized prior service costs of $3 ($2 net of tax) and $27 ($16 net of tax), respectively, and
unrecognized actuarial loss of $9,495 ($5,792 net of tax) and $9,947 ($6,069 net of tax), respectively. The prior service cost
and actuarial loss recognized in net periodic pension cost for the nine months ending September 30, 2014 are $3 ($2 net of
tax) and $452 ($276 net of tax), respectively.
The Company maintains
a nonqualified deferred compensation arrangement (the "Rabbi Trust") which provides certain former directors of Amfac
and their spouses with pension benefits. The Rabbi Trust invests in marketable securities and cash equivalents (Level 1). The deferred
compensation liability of approximately $1,012 represented in the Rabbi Trust and assets funding such deferred compensation liability
of approximately $75 are consolidated in the Company's balance sheet.
(5) Income Taxes
Federal tax return
examinations have been completed for all years through 2005. The statutes of limitations with respect to the Company's taxes for
2010 and subsequent years remain open, subject to possible utilization of loss carryforwards from earlier years. 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.
In August 2015, the
Company received a notice that its 2013 federal income tax return has been selected for examination. The examination was concluded
in December 2015 with no changes to reported tax.
(6) Transactions with Affiliates
An
affiliated insurance agency, JMB Insurance Agency, Inc., which has some degree of common ownership with the Company, earns insurance
brokerage commissions in connection with providing the placement of insurance coverage for certain of the properties and operations
of the Company. Such commissions are believed by management to be comparable to those that would be paid to such affiliate insurance
agency in similar dealings with unaffiliated third parties. Commissions paid for the nine months ended September 30, 2014 and 2013
were $20 and $16, respectively.
The Company reimburses
their affiliates for general overhead expense and for direct expenses incurred on its behalf, including salaries and salary-related
expenses incurred in connection with the management of the Company's operations. Generally, the entity that employs the person
providing the services receives the reimbursement. Substantially all of such reimbursable amounts were incurred by JMB Realty Corporation
or its affiliates, 900 Financial Management Services, LLC, and JMB Financial Advisors, LLC, during 2014 and 2013, 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 nine months ended September 30, 2014 and 2013 were $830 and $874,
respectively, of which approximately $146 was unpaid as of September 30, 2014.
The
Company derives revenue from farming and common area maintenance services and for providing non-potable water to the Kaanapali
Coffee Farms Lot Owners Association (“LOA”). The LOA is the association of the owners of the Kaanapali Coffee Farms.
The revenues were $858 and $658 for the nine months ended September 30, 2014 and 2013, respectively. Such revenue is recognized
in the Agriculture Segment as disclosed in footnote 9 Business Segment Information. The 2014 and 2013 amounts have been eliminated
in consolidation.
(7) Commitments and Contingencies
At September 30,
2014, the Company has no principal contractual obligations related to the land improvements in conjunction with Phase I of the
Kaanapali Coffee Farms project.
On
November 23, 2015, the SEC contacted Kaanapali Land regarding the Company’s compliance with the reporting requirements under
Section 13(a) of the Securities Exchange Act of 1934, as the Company is delinquent on its annual and interim SEC filings.
In light of this letter, Kaanapali Land is unable to determine whether the SEC might pursue some future action related to this
matter.
Material
legal proceedings of the Company are described below. Unless otherwise noted, the parties adverse to the Company in the legal proceedings
described below have not made a claim for damages in a liquidated amount and/or the Company believes that it would be speculative
to attempt to determine the Company's exposure relative thereto, and as a consequence believes that an estimate of the range of
potential loss cannot be made. Any claims that were not filed on a timely basis under the Plan have been discharged by the Bankruptcy
Court and thus the underlying legal proceedings should not result in any liability to the Debtors. All other claims have been satisfied.
Proceedings against subsidiaries or affiliates of Kaanapali Land that are not Debtors were not stayed by the Plan and were permitted
to proceed. However, two such subsidiaries, Oahu Sugar Company, LLC (“Oahu Sugar”) and D/C Distribution Corporation
(“D/C”), filed subsequent petitions for liquidation under Chapter 7 of the Bankruptcy Code in April 2005 and July
2007, respectively, as described below. As a consequence of the Chapter 7 filings, both subsidiaries are not under control
of the Company.
As
a result of an administrative order issued to Oahu Sugar by the Hawaii Department of Health (“HDOH”), Order No. CH
98-001, dated January 27, 1998, Oahu Sugar was engaged in environmental site assessment of lands it leased from the U.S. Navy and
located on the Waipio Peninsula. Oahu Sugar submitted a Remedial Investigation Report to the HDOH. The HDOH provided comments that
indicated that additional testing may be required. Oahu Sugar responded to these comments with additional information. On January
9, 2004, the Environmental Protection Agency (“EPA”) issued a request to Oahu Sugar seeking information related to
the actual or threatened release of hazardous substances, pollutants and contaminants at the Waipio Peninsula portion of the Pearl
Harbor Naval Complex National Priorities List Superfund Site. The request sought, among other things, information relating to the
ability of Oahu Sugar to pay for or perform a clean up of the land formerly occupied by Oahu Sugar. Oahu Sugar responded to the
information requests and had notified both the Navy and the EPA that while it had some modest remaining cash that it could contribute
to further investigation and remediation efforts in connection with an overall settlement of the outstanding claims, Oahu Sugar
was substantially without assets and would be unable to make a significant contribution to such an effort. Attempts at negotiating
such a settlement were fruitless and Oahu Sugar received an order from EPA in March 2005 that would purport to require certain
testing and remediation of the site. As Oahu Sugar was substantially without assets, the pursuit of any action, informational,
enforcement, or otherwise, would have had a material adverse effect on the financial condition of Oahu Sugar. Counsel for the trustee,
EPA, the Navy, and for Fireman’s Fund, one of Kaanapali Land’s insurers, are exploring ways in which to conclude the
Oahu Sugar bankruptcy. There are no assurances that such an agreement can be reached.
Therefore,
as a result of the pursuit of further action by the HDOH and EPA as described above and the immediate material adverse effect that
the actions had on the financial condition of Oahu Sugar, Oahu Sugar filed with the United States Bankruptcy Court, Northern District
of Illinois, Eastern Division its voluntary petition for liquidation under Chapter 7 of Title 11, United States Bankruptcy
Code. Such filing is not expected to have a material adverse effect on the Company as Oahu Sugar was substantially without assets
at the time of the filing. While it is not believed that any other affiliates have any responsibility for the debts of Oahu Sugar,
the EPA has indicated that it intends to make a claim against Kaanapali Land as further described below, and therefore, there can
be no assurance that the Company will not incur significant costs in conjunction with such claim.
The
deadline for filing proofs of claim with the bankruptcy court passed in April 2006. Prior to the deadline, Kaanapali Land, on behalf
of itself and certain subsidiaries, filed claims that aggregated approximately $224,000, primarily relating to unpaid guarantee
obligations made by Oahu Sugar that were assigned to Kaanapali Land pursuant to the Plan on the Plan Effective Date. In addition,
the EPA and the U.S. Navy filed a joint proof of claim that seeks to recover certain environmental response costs relative to the
Waipio Peninsula site discussed above. The proof of claim contained a demand for previously spent costs in the amount of approximately
$260, and additional anticipated response costs of between approximately $2,760 and $11,450. No specific justification of these
costs, or what they are purported to represent, was included in the EPA/Navy proof of claim. Due to the insignificant amount of
assets remaining in the debtor's estate, it is unclear whether the United States Trustee who has taken control of Oahu Sugar will
take any action to contest the EPA/Navy claim, or how it will reconcile such claim for the purpose of distributing any remaining
assets of Oahu Sugar.
EPA
has sent three requests for information to Kaanapali Land regarding, among other things, Kaanapali Land's organization and relationship,
if any, to entities that may have, historically, operated on the site and with respect to operations conducted on the site. Kaanapali
Land responded to these requests for information. By letter dated February 7, 2007, pursuant to an allegation that Kaanapali
Land is a successor to Oahu Sugar Company, Limited, a company that operated at the site prior to 1961 ("Old Oahu"), EPA
advised Kaanapali that it believes it is authorized by the Comprehensive Environmental Response Compensation and Liability Act
(“CERCLA”) to amend the existing Unilateral Administrative Order against Oahu Sugar Company, LLC, for the clean up
of the site to include Kaanapali Land as an additional respondent. The purported basis for the EPA's position is that Kaanapali
Land, by virtue of certain corporate actions, is jointly and severally responsible for the performance of the response actions,
including, without limitation, clean-up at the site. No such amendment has taken place as of the date hereof. Instead, after a
series of discussions between Kaanapali and the EPA, on or about September 30, 2009, the EPA issued a Unilateral Administrative
Order to Kaanapali Land for the performance of work in support of a removal action at the former Oahu Sugar pesticide mixing site
located on Waipio peninsula. The work consists of the performance of soil and groundwater sampling and analysis, a topographic
survey, and the preparation of an engineering evaluation and cost analysis of potential removal actions to abate an alleged "imminent
and substantial endangerment" to public health, welfare or the environment. The order appears to be further predicated primarily
on the alleged connection of Kaanapali Land to Old Oahu and its activities on the site. Kaanapali Land is currently performing
work, including the conduct of sampling at the site, required by the order while reserving its rights to contest liability regarding
the site. With regard to liability for the site, Kaanapali Land believes that its liability, if any, should relate solely to a
portion of the period of operation of Old Oahu at the site, although in some circumstances CERCLA apparently permits imposition
of joint and several liability, which can exceed a responsible party's equitable share. Kaanapali Land believes that the U.S. Navy
bears substantial liability for the site by virtue of its ownership of the site throughout the entire relevant period, both as
landlord under its various leases with Oahu Sugar and Old Oahu and by operating and intensively utilizing the site directly during
a period when no lease was in force. The Company believes that the cost of the work as set forth in the current order will not
be material to the Company as a whole; however, in the event that the EPA were to issue an order requiring remediation of the site,
there can be no assurances that the cost of said remediation would not ultimately have a material adverse effect on the Company.
In addition, if there is litigation regarding the site, there can be no assurance that the cost of such litigation will not be
material or that such litigation will result in a judgment in favor of the Company. Currently, Kaanapali and the EPA are exchanging
comments relative to further studies to be performed at the site, including a possible ecological risk assessment. Kaanapali expects
that after a further review, the next phase is likely a consideration of the remedial alternatives for the Site.
On
February 11, 2015, the Company filed a complaint for declaratory judgment, bad faith and damages against Fireman’s Fund
Insurance Company (“Fireman’s Fund”) in the Circuit Court of the First Circuit, State of Hawaii, Civil No. 15-1-0239-02,
in connection with costs and expenses it has incurred or may incur in connection with the Waipio site. In the five-count complaint,
the Company seeks, among other things, a declaratory judgment of its rights under various Fireman’s Fund policies and an
order that Fireman’s Fund defend and indemnify Kaanapali Land from all past, present and future costs and expenses in connection
with the site, including costs of investigation and defense incurred by Kaanapali and the professionals it has engaged. In addition,
Kaanapali seeks general, special, and punitive damages, prejudgment and post judgment interest, and such other legal or equitable
relief as the court deems just and proper. Fireman’s Fund has not yet filed a responsive pleading. There are no assurances
of the amounts of insurance proceeds that may or may not be ultimately recovered.
Kaanapali
Land, as successor by merger to other entities, and D/C have been named as defendants in personal injury actions allegedly based
on exposure to asbestos. While there are relatively few cases that name Kaanapali Land, there were a substantial number of cases
that were pending against D/C on the U.S. mainland (primarily in California). Cases against Kaanapali Land (hereafter, “Kaanapali
Land asbestos cases”) are allegedly based on its prior business operations in Hawaii and cases against D/C are allegedly
based on sale of asbestos-containing products by D/C's prior distribution business operations primarily in California. Each entity
defending these cases believes that it has meritorious defenses against these actions, but can give no assurances as to the ultimate
outcome of these cases. The defense of these cases has had a material adverse effect on the financial condition of D/C as it has
been forced to file a voluntary petition for liquidation as discussed below. Kaanapali Land does not believe that it has liability,
directly or indirectly, for D/C's obligations in those cases. Kaanapali Land does not presently believe that the cases in which
it is named will result in any material liability to Kaanapali Land; however, there can be no assurance in that regard.
On
February 12, 2014, counsel for Fireman’s Fund, the carrier that has been paying defense costs and settlements for the
Kaanapali Land asbestos cases, stated that it would no longer advance fund settlements or judgments in the Kaanapali Land asbestos
cases due to the pendency of the D/C and Oahu Sugar bankruptcies. In its communications with Kaanapali Land, Fireman’s fund
expressed its view that the automatic stay in effect in the D/C bankruptcy case bars Fireman’s Fund from making any payments
to resolve the Kaanapali Land asbestos claims because D/C Distribution is also alleging a right to coverage under those policies
for asbestos claims against it. However, in the interim, Fireman’s Fund advised that it presently intends to continue to
pay defense costs for those cases, subject to whatever reservations of rights may be in effect and subject further to the policy
terms. Fireman’s Fund has also indicated that to the extent that Kaanapali Land cooperates with Fireman’s Fund in addressing
settlement of the Kaanapali Land asbestos cases through coordination with its adjusters, it is Fireman’s Fund’s present
intention to reimburse any such payments by Kaanapali Land, subject, among other things, to the terms of any lift-stay order, the
limits and other terms and conditions of the policies, and prior approval of the settlements. Kaanapali Land continues to pursue
discussions with Fireman’s Fund in an attempt to resolve the issues, however, Kaanapali Land is unable to determine what
portion, if any, of settlements or judgments in the Kaanapali Land asbestos cases will be covered by insurance.
On
February 15, 2005, D/C was served with a lawsuit entitled American & Foreign Insurance Company v. D/C Distribution and Amfac
Corporation, Case No. 04433669 filed in the Superior Court of the State of California for the County of San Francisco, Central
Justice Center. No other purported party was served. In the eight-count complaint for declaratory relief, reimbursement and recoupment
of unspecified amounts, costs and for such other relief as the court might grant, plaintiff alleged that it is an insurance company
to whom D/C tendered for defense and indemnity various personal injury lawsuits allegedly based on exposure to asbestos containing
products. Plaintiff alleged that because none of the parties have been able to produce a copy of the policy or policies in question,
a judicial determination of the material terms of the missing policy or policies is needed. Plaintiff sought, among other things,
a declaration: of the material terms, rights, and obligations of the parties under the terms of the policy or policies; that the
policies were exhausted; that plaintiff is not obligated to reimburse D/C for its attorneys' fees in that the amounts of attorneys'
fees incurred by D/C have been incurred unreasonably; that plaintiff was entitled to recoupment and reimbursement of some or all
of the amounts it has paid for defense and/or indemnity; and that D/C breached its obligation of cooperation with plaintiff. D/C
filed an answer and an amended cross-claim. D/C believed that it had meritorious defenses and positions, and intended to vigorously
defend. In addition, D/C believed that it was entitled to amounts from plaintiffs for reimbursement and recoupment of amounts expended
by D/C on the lawsuits previously tendered. In order to fund such action and its other ongoing obligations while such lawsuit continued,
D/C entered into a Loan Agreement and Security Agreement with Kaanapali Land, in August 2006, whereby Kaanapali Land provided certain
advances against a promissory note delivered by D/C in return for a security interest in any D/C insurance policy at issue in this
lawsuit. In June 2007, the parties settled this lawsuit with payment by plaintiffs in the amount of $1,618. Such settlement amount
was paid to Kaanapali Land in partial satisfaction of the secured indebtedness noted above.
Because
D/C was substantially without assets and was unable to obtain additional sources of capital to satisfy its liabilities, D/C filed
with the United States Bankruptcy Court, Northern District of Illinois, its voluntary petition for liquidation under Chapter 7
of Title 11, United States Bankruptcy Code during July 2007, Case No. 07-12776. Such filing is not expected to have a material
adverse effect on the Company as D/C was substantially without assets at the time of the filing. Kaanapali Land filed claims in
the D/C bankruptcy that aggregated approximately $26,800, relating to both secured and unsecured intercompany debts owed by D/C
to Kaanapali Land. In addition, a personal injury law firm based in San Francisco that represents clients with asbestos-related
claims, filed proofs of claim on behalf of approximately two thousand claimants. While it is not likely that a significant number
of these claimants have a claim against D/C that could withstand a vigorous defense, it is unknown how the trustee will deal with
these claims. It is not expected, however, that the Company will receive any material additional amounts in the liquidation of
D/C.
On
or about April 28, 2015, eight litigants who filed asbestos claims in California state court (hereinafter, “Petitioners”)
filed a motion for relief from the automatic stay in the D/C bankruptcy (hereinafter “life stay motion”). Under relevant
provisions of the bankruptcy rules and on the filing of the D/C bankruptcy action, all pending litigation claims against D/C were
stayed pending resolution of the bankruptcy action. In their motion, Petitioners asked the bankruptcy court to lift the stay in
the bankruptcy court to name D/C and/or its alternate entities as defendants in their respective California state court asbestos
actions and to satisfy their claims against insurance policies that defend and indemnify D/C and/or their alternate entities. The
Petitioner’s motion to lift stay thus in part has as an objective ultimate recovery, if any, from, among other things, insurance
policy proceeds that were allegedly assets of both the D/C and Oahu Sugar bankruptcy estates. As noted above, Kaanapali, the EPA,
and the Navy are claimants in the Oahu Sugar bankruptcy and the Fireman’s Fund policies are allegedly among the assets of
the Oahu Sugar bankruptcy estate as well. For this and other reasons, Kaanapali, the EPA and the Navy opposed the motion to lift
stay. After briefing and argument, on May 14, 2015, the United States Bankruptcy Court, for the Northern District of Illinois,
Eastern Division, in In Re D/C Distribution, LLC, Bankruptcy Case No. 07-12776, issued an order lifting the stay. In the order,
the court permitted the Petitioners to “proceed in the applicable nonbankruptcy forum to final judgment (including any appeals)
in accordance with applicable nonbankruptcy law. Claimants are entitled to settle or enforce their claims only by collecting upon
any available insurance Debtor’s liability to them in accordance with applicable nonbankruptcy law. No recovery may be made
directly against the property of Debtor, or property of the bankruptcy estate.” Kaanapali, Fireman’s Fund, and the
United States government on behalf of the EPA and the Navy have appealed the decision.
The
attorneys for the trustee in the D/C bankruptcy have reached out to the various claimants noted above to determine if there is
any interest in pursuing a global settlement of the claims in the Oahu Sugar and D/C bankruptcies insofar as the Fireman’s
Fund insurance policies are concerned. If such discussions take place, they may involve some form of resolution of Kaanapali’s
interest in various of the Fireman’s Fund insurance policies for Kaanapali’s various and future insurance claims. Kaanapali
may consider entering into such discussions, but there is no assurance that such discussions will take place or prove successful
in resolving any of the claims in whole or in part.
On
or about February 13, 2013, PM Land Company received demand to mediate a dispute arising in connection with the contract for sale
of a lot in the Kaanapali Coffee Farms subdivision. PM Land held the sum of $450,000 as a result of the sale to the claimants that
did not proceed to closing. Claimants sought, among other things, cancellation of the contract, the return of the amounts of money
still on deposit, treble damages, attorneys’ fees and costs. PM Land Company mediated, settled this matter and retained $150,000
of the deposit.
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 January 2013.
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. The Company
has taken certain corrective actions as well as updating important plans to address emergency events and basic operations and maintenance.
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 would likely involve hiring specialized engineering consultants, and ultimately could result in significant
and costly improvements which may be material to the Company
.
The
DLNR categorizes the reservoirs as "high hazard" under State of Hawaii Administrative Rules and State Statutes concerning
dam and reservoir safety. This classification, which bears upon government oversight and reporting requirements, may increase the
cost of managing and maintaining these reservoirs in a material manner. The Company does not believe that this classification is
warranted for either of these reservoirs and has initiated a dialogue with DLNR in that regard. In April 2008, the Company received
further correspondence from DLNR that included the assessment by their consultants of the potential losses that result from the
failure of these reservoirs. In April 2009, the Company filed a written response to DLNR to correct certain factual errors in its
report and to request further analysis on whether such "high hazard" classifications are warranted. It is unlikely that
the “high hazard” designation will be changed.
Other
than as described above, the Company is not involved in any material pending legal proceedings, other than ordinary routine litigation
incidental to its business. The Company and/or certain of its affiliates have been named as defendants in several pending lawsuits.
While it is impossible to predict the outcome of such routine litigation that is now pending (or threatened) and for which the
potential liability is not covered by insurance, the Company is of the opinion that the ultimate liability from any of this litigation
will not materially adversely affect the Company's consolidated results of operations or its financial condition.
The Company often seeks
insurance recoveries under its policies for costs incurred or expected to be incurred for losses or claims under which the policies
might apply. While payouts from various coverages are being sought and may be recovered in the future, no anticipatory amounts
have been reflected in the Company’s consolidated financial statements.
Kaanapali Land Management
Corp. (KLMC) is a party to an agreement with the State of Hawaii for the development of the Lahaina Bypass Highway. An approximate
2.4 mile portion of this two lane state highway has been completed. The more significant portion remains uncompleted. Under certain
circumstances, which have not yet occurred, KLMC remains committed for approximately $1,100 of various future costs relating to
the planning and design of the uncompleted portion of the Bypass Highway. Under certain conditions, which have not yet been met,
KLMC has agreed to contribute an amount not exceeding $6,700 toward construction costs. Any such amount contributed would be reduced
by the value of KLMC’s land actually contributed to the State for the Bypass Highway.
These potential commitments
have not been reflected in the accompanying consolidated financial statements. While the completion of the Bypass Highway would
add value to KLMC’s lands north of the town of Lahaina, there can be no assurance that it will be completed or when any future
phases will be undertaken.
(8) Calculation of Net Income
(Loss) Per Share
The following tables
set forth the computation of net income (loss) per share - basic and diluted:
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
(Amounts in thousands, except per share amounts)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(549)
|
|
$
|
(733)
|
|
$
|
(959)
|
|
$
|
(498)
|
Less: Net (loss) income attribu-
table
to non controlling
interests
|
|
(62)
|
|
|
--
|
|
|
39
|
|
|
--
|
Net loss attributable
to stockholders
|
$
|
(487)
|
|
$
|
(733)
|
|
$
|
(998)
|
|
$
|
(498)
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Number of weighted
average
share outstanding
|
|
|
|
|
|
|
|
|
|
|
|
- basic and diluted
|
|
1,845
|
|
|
1,845
|
|
|
1,845
|
|
|
1,845
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share,
|
|
|
|
|
|
|
|
|
|
|
|
attributable
to
Kaanapali
Land
- basic
and diluted
|
$
|
(0.26)
|
|
$
|
(0.40)
|
|
$
|
(0.54)
|
|
$
|
(0.27)
|
(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.
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
$
|
3,403
|
|
$
|
140
|
|
$
|
12,044
|
|
$
|
2,596
|
Agriculture
|
|
783
|
|
|
367
|
|
|
2,192
|
|
|
1,973
|
Corporate
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
$
|
4,187
|
|
$
|
508
|
|
$
|
14,237
|
|
$
|
4,570
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
$
|
(72)
|
|
$
|
(556)
|
|
$
|
(412)
|
|
$
|
(1,370)
|
Agriculture
|
|
(117)
|
|
|
(192)
|
|
|
119
|
|
|
120
|
Operating loss
|
|
(189)
|
|
|
(748)
|
|
|
(293)
|
|
|
(1,250)
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
(360)
|
|
|
10
|
|
|
(656)
|
|
|
733
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
before
income taxes
|
$
|
(549)
|
|
$
|
(738)
|
|
$
|
(949)
|
|
$
|
(517)
|
The Company’s
property segment consists primarily of revenue received from land sales and lease and licensing agreements.
The Company’s
agricultural segment consists primarily of coffee operations.
The Company is exploring
alternative agricultural operations, but there can be no assurance that replacement operations at any level will result.
The Company reclassified
revenues and operating income (loss) from coffee operations reported in the property segment in September 30, 2013 to the
agriculture segment of $581.
(10) Subsequent Events
In October 2014, through
a limited liability company of which KLMC was the manager, a sale was made to an unrelated third party of an approximate 7.65 acre
parcel in West Maui commonly referred to as Lot 10-H. KLMC received proceeds from the sale of approximately $1,300.
As of September 30,
2014, the Company sold 28 of the 51 lots at Kaanapali Coffee Farms. In the fourth quarter of 2014, three lots were sold. In 2015,
two lots were sold in the first quarter, one was sold in the second quarter and one in the third quarter. In 2016, three lots were
sold in the first quarter. In conjunction with the sale of four of the lots sold in 2014, in addition to cash proceeds, the Company
received promissory notes. As of April 1, 2016, $1,509 remain outstanding.
The Pension Plan determines
its accumulated and projected benefit obligation in part based on mortality tables. If the mortality table issued in November 2014
had been used to determine the benefit obligation as of December 31, 2013, such obligation would be greater, and the prepaid pension
cost would be less than reflected in the accompanying consolidated financial statements. Any such difference would not have an
effect on the Company’s operations or liquidity.
On January 7, 2016 KLC
Holding Corp. (“KLC”) and various of its subsidiaries (“KLC Subsidiaries”) entered into a sales agreement
(“KLC Sales Agreement”) with an unrelated third party for the sale of substantially all of the remaining real property
and related assets of the Registrant on the island of Maui, along with the stock and membership interests of certain KLC Subsidiaries
(the “KLC Sales Property”). The KLC Sales Agreement calls for a scheduled sales price for the KLC Sales Property ranging
from approximately $80 to approximately $98 million, before costs of sale, a portion of which may be paid by note under certain
circumstances. This sales price range is primarily dependent on the possible prior closure of a sale to an unrelated third party
of an approximate 19 acre industrial site in Lahaina, known as the Pioneer Mill Site. See Discussion, below. Under the KLC Sales
Agreement, the price is also subject to adjustment for certain revenues and expenditures of the KLC Subsidiaries prior to closing.
Finally, the KLC Sales Agreement has a provision for a $5 million hold back of proceeds at closing for up to 24 months to secure
certain seller objections and indemnifications.
The KLC
Sales Agreement has a scheduled closing date of June 21, 2016, as extended and subject to further extension under certain
conditions, including matters related to the sale of the Pioneer Mill Site. Under the KLC Sales Agreement, the buyer has
certain rescission and termination rights. In addition there are significant conditions to closing, including investigation
and evaluation by the buyer during the due diligence period. Accordingly, there can be no assurance that the sale of the
KLC Sales Property will be completed under the existing or any other terms.
On December 23, 2015
Pioneer Mill Company, LLC entered into a property sales agreement with an unrelated third party for the sale of the Pioneer
Mill Site (“Mill Site Sales Agreement”) which calls for a sales price of $20.5 million (before costs of sale,
including commissions) and has a scheduled closing date of May 31, 2016, as extended. The Mill Site Sales Agreement
has significant conditions to closing, including investigation and evaluation by the buyer during the due diligence
period. Accordingly there can be no assurance that the sale of the Pioneer Mill Site will be completed under the existing or
any other terms. If the Mill Site Sales Agreement is consummated, significant costs will arise for the relocation of
certain buildings and equipment on the Pioneer Mill Site. In addition, Pioneer Mill Company, LLC, which is among the KLC
Subsidiaries to be acquired under the KLC Sales Agreement, will be subject to certain warranties and representations that
will survive the closing of the transaction. If closing of the sale of the Pioneer Mill Site were to occur, all net proceeds
are expected to be retained by the Company for future working capital and other needs.
If closing of the KLC Sales
Agreement were to occur, the Registrant will incur significant liabilities for federal and state income taxes. Potentially all
the remaining proceeds are expected to be retained by the Registrant for future working capital and other needs. As noted above,
there are no assurances that either or both sales will close on the terms and/or timing set forth in the respective agreements
or otherwise.
Part I. Financial Information