| Commitments and Contingencies | (7) Commitments and Contingencies At March 31, 2021, the
Company has no principal contractual obligations related to the land improvements in conjunction with Phase I of the Kaanapali Coffee
Farms project. Material legal proceedings
of the Company are described below. Unless otherwise noted, the parties adverse to the Company in the legal proceedings described below
have not made a claim for damages in a liquidated amount and/or the Company believes that it would be speculative to attempt to determine
the Company's exposure relative thereto, and as a consequence believes that an estimate of the range of potential loss cannot be made.
Two former 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. On December 17, 2019, the Oahu Sugar bankruptcy case was closed. As a consequence of the Chapter 7 filing, D/C is not
under control of the Company. As a result of an administrative
order issued to Oahu Sugar by the Hawaii Department of Health (“HDOH”), Order No. CH 98-001, dated January 27, 1998, Oahu
Sugar was engaged in environmental site assessment of lands it leased from the U.S. Navy and located on the Waipio Peninsula. Oahu Sugar
submitted a Remedial Investigation Report to the HDOH. The HDOH provided comments that indicated that additional testing may be required.
Oahu Sugar responded to these comments with additional information. On January 9, 2004, the Environmental Protection Agency (“EPA”)
issued a request to Oahu Sugar seeking information related to the actual or threatened release of hazardous substances, pollutants and
contaminants at the Waipio Peninsula portion of the Pearl Harbor Naval Complex National Priorities List Superfund Site. The request sought,
among other things, information relating to the ability of Oahu Sugar to pay for or perform a cleanup of the land formerly occupied by
Oahu Sugar. Oahu Sugar responded to the information requests and had notified both the Navy and 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. 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 in April 2005, its voluntary petition for liquidation under Chapter 7 of Title 11, United States Bankruptcy Code. Such
filing was 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 was and is not believed that any other affiliates have any responsibility for the debts of Oahu Sugar, EPA made 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, 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. There was an insignificant amount of assets remaining in the debtor's estate and it was unclear whether the United States Trustee
who took control of Oahu Sugar was going to take any action to contest the EPA/Navy claim, or how it was going to reconcile such claim
for the purpose of distributing any remaining assets of Oahu Sugar. Counsel for the trustee, EPA, the Navy, and for Fireman’s Fund,
one of Kaanapali Land’s insurers, had been exploring ways in which to conclude the Oahu Sugar bankruptcy. On December 16, 2019,
the Oahu Sugar bankruptcy trustee filed its final accounting with no distribution to claimants. On December 17, 2019, the Oahu Sugar
bankruptcy case was closed and the trustee was discharged. EPA sent three requests for information
to Kaanapali Land regarding, among other things, Kaanapali Land's organization and relationship, if any, to entities that may have, historically,
operated on the site and with respect to operations conducted on the Waipio site. Kaanapali Land responded to these requests for information.
By letter dated February 7, 2007, pursuant to an allegation that Kaanapali Land is a successor to Oahu Sugar Company, Limited, a
company that operated at the site prior to 1961 ("Old Oahu"), EPA advised Kaanapali that it believes it is authorized by the
Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) to amend the existing Unilateral Administrative
Order against Oahu Sugar Company, LLC, for the cleanup of the site to include Kaanapali Land as an additional respondent. The purported
basis for 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 EPA, on or about September 30, 2009, 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 was engaged in 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 EPA were to issue an order requiring remediation of the
site, there can be no assurances that the cost of said remediation would not ultimately have a material adverse effect on the Company.
In addition, if there is litigation regarding the site, there can be no assurance that the cost of such litigation will not be material
or that such litigation will result in a judgment in favor of the Company. Kaanapali and EPA have exchanged comments relative to further
studies to be performed at the site, including a possible ecological risk assessment. On February 11, 2015,
the Company filed a complaint for declaratory judgment, bad faith and damages against Fireman’s Fund Insurance Company (“Fireman’s
Fund”) in the Circuit Court of the First Circuit, State of Hawaii, Civil No. 15-1-0239-02, in connection with costs and expenses
it has incurred or may incur in connection with the Waipio site. In the five-count complaint, the Company seeks, among other things, a
declaratory judgment of its rights under various Fireman’s Fund policies and an order that Fireman’s Fund defend and indemnify
Kaanapali Land from all past, present and future costs and expenses in connection with the site, including costs of investigation and
defense incurred by Kaanapali and the professionals it has engaged. In addition, Kaanapali seeks general, special, and punitive damages,
prejudgment and post judgment interest, and such other legal or equitable relief as the court deems just and proper. Fireman’s Fund
has filed a responsive pleading. There are no assurances of the amounts of insurance proceeds that may or may not be ultimately recovered. 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, would resolve 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 $7,500, the
Consent Decree would resolve liability asserted by the U.S. government against the Company under the Comprehensive Environmental
Response Compensation and Liability Act (CERCLA) as well as under the Clean Water Act, both for response costs (those costs expended
for investigation and cleanup) and for natural resource damages. The Company has been in discussions
with Fireman’s Fund, the insurance carrier with which the Company and certain of its subsidiaries maintained liability policies,
regarding the payment or reimbursement by Fireman’s Fund of a significant portion of the settlement amount to be paid by the Company
under the Consent Decree. The Company can give no assurances as to what portion, if any, of the settlement payment will be recovered from
Firemen’s Fund. The Consent Decree is
subject to a number of contingencies that could prevent it from being finalized with its current terms. In particular, and without
limitation, (i) the Consent Decree has been lodged with the District Court for a period of at least 30 days for public notice and
comment, and the United States has reserved the right to withdraw or withhold its consent if the comments regarding the Consent
Decree disclose facts or considerations that indicate the Consent Decree is inappropriate, improper or inadequate, (ii) the Company
may oppose entry of the Consent Decree as the result of any objection in other pending proceedings to use by the Company of
site-related insurance proceeds from Fireman’s Fund; and (iii) the District Court in Hawaii might determine not to enter the
Consent Decree as currently written or as approved by the federal government. There can be no assurance that the contingencies will
not preclude entry of the Consent Decree. As a result of the execution of the Consent Decree and the proposed settlement payment of
$7,500 by the Company thereunder, the Company evaluated, re-measured and adjusted its loss contingency related to the Waipio site at
March 31, 2021. 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 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 bankruptcy proceeding. The motion seeks 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 have been 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 parties in the D/C and
in the prior pending Oahu Sugar bankruptcy had reached out to each other to determine if there was any interest in pursuing
settlements of the claims in the prior Oahu Sugar bankruptcy and the D/C bankruptcy insofar as the Fireman’s Fund insurance
policies were concerned. Settlement discussions have taken place relative to the prior and pending claims in the two bankruptcies. There are no assurances that a settlement of any or all claims and controversies as relating to Waipio can
be reached and, if reached, that it can be consummated. 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 December
2018. 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. 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 approximate 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 $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 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. In March 2020, the World Health
Organization declared the outbreak of COVID-19 as a pandemic, and the U.S. including the Hawaiian economy began to experience pronounced
disruptions. Quarantine, travel restrictions and other governmental restrictions to reduce the spread of COVID-19 has caused and is likely
to continue to have an adverse impact on economic activity, including business closures, increased unemployment, financial market instability,
and reduced tourism to Maui. Mandates from the State of Hawaii and County of Maui include temporary business closures, stay at home and
work from home orders of workers of certain non-essential businesses, and 10 day self-quarantine of persons traveling inter-island and
arriving or returning to the State of Hawaii. Certain state mandates remain in effect unless terminated or extended by a separate proclamation.
The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. Therefore, while
this matter will negatively impact the Company’s results and financial position, the related financial impact cannot be reasonably
estimated at this time and no such impact is recorded in these consolidated financial statements. |
