SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period
ended June 30, 2004 Commission file #0-50273
KAANAPALI LAND, LLC
(Exact name of registrant as specified in its charter)
Delaware 01-0731997
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ X ] No [ ]
As of July 31, 2004, the registrant had 1,792,275 shares of common stock
outstanding.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements. . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 15
Item 4. Controls and Procedures. . . . . . . . . . . . . . 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 18
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 18
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 19
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
June 30, 2004 and December 31, 2003
(Dollars in Thousands, except share data)
(Unaudited)
A S S E T S
-----------
June 30, December 31,
2004 2003
--------- -----------
Cash and cash equivalents . . . . . . $ 36,437 28,995
Receivables, net. . . . . . . . . . . 643 777
Property, net . . . . . . . . . . . . 105,288 104,926
Notes receivable, net of deferred
gain of $5,304. . . . . . . . . . . 11,692 26,058
Prepaid pension costs . . . . . . . . 26,135 25,989
Other assets. . . . . . . . . . . . . 3,335 2,728
-------- --------
$183,530 189,473
======== ========
L I A B I L I T I E S
---------------------
Accounts payable and accrued expenses $ 1,384 2,444
Deferred income taxes . . . . . . . . 19,502 19,369
Accumulated postretirement benefit
obligation. . . . . . . . . . . . . 11,023 13,743
Other liabilities . . . . . . . . . . 51,042 52,498
Mortgage payable. . . . . . . . . . . 7,239 8,288
-------- --------
Total liabilities . . . . . . 90,190 96,342
Commitments and contingencies
S T O C K H O L D E R S' E Q U I T Y
-------------------------------------
Common stock, at 6/30/04 and 12/31/03
non par value (shares authorized -
4,500,000; shares issued 1,792,275
and 1,791,274, respectively). . . . -- --
Additional paid-in capital. . . . . . 5,357 5,357
Accumulated earnings. . . . . . . . . 87,983 87,774
-------- --------
Total stockholders' equity. 93,340 93,131
-------- --------
$183,530 189,473
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Operations
Three and Six Months Ended June 30, 2004 and 2003
(Unaudited)
(Dollars in Thousands, except share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues:
Sales . . . . . . . . . $ 1,770 2,543 3,857 15,870
Interest and
other income. . . . . 655 94 1,113 181
-------- -------- -------- --------
2,425 2,637 4,970 16,051
-------- -------- -------- --------
Cost and expenses:
Cost of sales . . . . . 918 2,095 1,928 14,233
Reduction of post-
retirement benefit
obligation. . . . . . (1,654) (2,426) (1,779) (4,852)
Selling, general and
administrative. . . . 2,328 2,928 3,644 6,875
Interest. . . . . . . . 152 291 298 582
Depreciation and
amortization. . . . . 264 302 537 594
-------- -------- -------- --------
2,008 3,190 4,628 17,432
-------- -------- -------- --------
Operating income (loss) . 417 (553) 342 (1,381)
Equity in income (loss)
from unconsolidated
investments . . . . . -- (146) -- (292)
-------- -------- -------- --------
Income (loss) before
income taxes. . . . . 417 (699) 342 (1,673)
Income tax benefit
(expense) . . . . . . (162) 216 (133) 539
-------- -------- -------- --------
Net income (loss) . $ 255 (483) 209 (1,134)
======== ======== ======== ========
Earnings per share:
Net income (loss) . . . $ .15 (.26) .12 (.61)
======== ======== ======== ========
The accompanying condensed notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2004 and 2003
(Unaudited)
(Dollars in Thousands)
2004 2003
-------- --------
Net cash used in operating activities . . $ (5,612) (5,757)
Cash flows from investing activities:
Property additions. . . . . . . . . . . (980) (628)
Property sales, net . . . . . . . . . . 717 2,776
Note receivable . . . . . . . . . . . . 14,366 --
Contributions to investments in
unconsolidated entities . . . . . . . -- (45)
-------- --------
Net cash provided by investing
activities. . . . . . . . . . . . . . . 14,103 2,103
Cash flows from financing activities:
Repayments of debt. . . . . . . . . . . (1,049) (56)
-------- --------
Cash used in financing activities . . . (1,049) (56)
-------- --------
Net increase (decrease) in cash
and cash equivalents. . . . . . 7,442 (3,710)
Cash and cash equivalents at
beginning of period . . . . . . 28,995 15,848
-------- --------
Cash and cash equivalents at
end of period . . . . . . . . . $ 36,437 12,138
======== ========
Supplemental disclosure of cash
flow information:
Cash paid for interest. . . . . . . . . $ 287 326
======== ========
Non-cash investing and financing activities:
Note receivable received in sale
of Lot 2. . . . . . . . . . . . . . . $ -- 14,366
Deferred gain . . . . . . . . . . . . . -- (5,304)
-------- --------
Note receivable, net. . . . . . . . . . $ -- 9,062
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands)
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, 2003. Capitalized terms used but not defined in this
quarterly report have the same meanings as the Company's 2003 Annual Report
on Form 10-K.
(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 Plan was confirmed by the Bankruptcy Court by orders dated
July 29, 2002 and October 30, 2002 (collectively, the "Order") and became
effective November 13, 2002 (the "Plan Effective Date"). Kaanapali Land
continues to work toward completion of the various requirements of the Plan
and to implement the restructuring transactions that are contemplated to be
effected under the Plan, including, among other things, the resolution of
all outstanding claims and distributions on all claims that are allowed
under the Plan.
The Company's continuing operations are in three business segments -
agriculture, property and golf. The Agriculture segment grows seed corn
under contract and leases land currently cultivated in coffee to a third
party. The Property segment primarily develops land for sale and
negotiates bulk sales of undeveloped land. The Golf segment is responsible
for the management and operation of the Waikele Golf Course. The
properties on which the Property, Agriculture and Golf segments operate are
all in the State of Hawaii. For further information on the Company's
business segments see Note 10.
PROPERTY
The Company's principal land holdings are on the island of Maui. The
Company has determined, based on its current projections for the
development and/or disposition of its land holdings, that the land holdings
are not currently recorded in an amount in excess of proceeds that the
Company expects that it will ultimately obtain from the disposition
thereof.
USE OF ESTIMATES
The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities (including disclosure of
contingent assets and liabilities) at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. 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. The results
of operations for the six months ended June 30, 2003 have been adjusted to
reflect a reduction of $1,208 in the equity in loss from unconsolidated
investments from amounts previously reported at June 30, 2003. This
adjustment was reflected in the consolidated financial statements during
the quarter ended September 30, 2003 and accordingly has no impact on
stockholder's equity in 2004.
Operating results for the three and six months ended June 30, 2004 are
not necessarily indicative of the results that may be achieved in future
periods.
RECLASSIFICATIONS
Certain amounts in the 2003 consolidated financial statements have
been reclassified to conform to the 2004 presentation.
(2) INVESTMENTS
On September 9, 2003, the Company and certain affiliates consummated a
settlement agreement with the ERS that resulted, among other things, in the
foreclosure of the Company's indirect interests in the RKGC. As a
consequence of such settlement, the Company has received certain easements
and other rights respecting certain of the golf course land, including,
among other things, drainage rights, utility line easements, access rights
and the right to reconfigure one of the golf holes to accommodate the
construction of a road to serve certain other land owned by the Company. In
2003 the Company escrowed cash as required by the settlement agreement in
the approximate amount of $1,500, primarily to satisfy certain debts to
former creditors and employees and to ensure that funds are available for
the reconfiguration of a golf hole that was needed by the Company in order
to construct a roadway on adjacent land. During the first quarter of 2004,
the Company entered into a contract for the completion of such
reconfiguration work which required the Company to deposit an additional
approximate amount of $200 into escrow. The first phase of such work has
been completed and the remaining work is currently ongoing. A portion of
the amounts so funded is to be reimbursed to the Company by AFLP which
formerly owned a majority indirect interest in the RKGC. Due to
uncertainty of collection, the receivable from AFLP has been fully
reserved.
(3) LAND SALES AND MORTGAGES RECEIVABLE
On January 31, 2003, an option to purchase Lot 2 (an approximate 11.5
acre site in the North Beach area of Kaanapali) was exercised. A non-
refundable payment was made for $2 million (before closing costs and
prorations). The remainder of the purchase price was reflected by a note
secured by a mortgage due March 31, 2004 for approximately $14,000. The
note was paid in March 2004. Approximately one-half of the proceeds of the
note is subject to adjustment based on the number of units ultimately
approved for construction on the site.
The Company is recording the sale under the cost recovery method of
accounting. The entire deferred gain will be recognized upon determination
of the final number of units approved for construction on the site.
The Company received a purchase money note from the sale of Lot 4 in
2003 in the amount of $17,000. The note is due no later than August 2006.
(4) MORTGAGE AND OTHER NOTES PAYABLE
The Company's mortgage payable was entered into by an operating
subsidiary of the Company and generally places certain specified
restrictions on the transfer of the individual subsidiary's assets, as well
as on the use of proceeds generated from operations and the sales of such
assets.
The Waikele Golf Course debt, secured by the Waikele Golf Course, had
an original principal balance of $8,500, an interest rate of LIBOR plus
3.75% (LIBOR floor of 3%), principal amortization based on a 25-year
amortization schedule and a maturity date of December 1, 2006. The loan
has certain cash flow and other financial covenants.
Effective June 1, 2004, the debt was modified pursuant to a loan
modification agreement with the lender. In accordance with the agreement,
a $1,000 principal payment was made to the lender to reduce the outstanding
principal balance of the note, the interest rate was modified to LIBOR plus
4.25% with no LIBOR floor, and the debt was extended to mature on
December 1, 2011. The loan continues to have certain cash flow and other
financial covenants.
In December 1996, Oahu MS, a wholly-owned subsidiary of Kaanapali
Land, obtained a $10,000 loan facility from City Bank. The loan, which had
been extended through December 1, 2002 with certain modifications, was
secured by a mortgage on certain property at the Oahu Sugar mill-site (the
sugar plantation was closed in 1995). On the maturity date, Oahu MS did
not pay the balance due. On January 2, 2003, City Bank filed a complaint
for foreclosure and Oahu MS asserted certain defenses. As a consequence of
court-supervised mediation commencing in August 2003, Oahu MS and Oahu
Sugar entered into a settlement of certain litigation with City Bank and
certain other parties and in December 2003 the settlement was consummated.
The settlement resulted in Oahu MS no longer having title to the property
as well as the Company being released from its obligations relating to the
mortgage encumbered by the property; however, City Bank also released
certain other security to Oahu MS. Certain contingencies to the final
effectiveness of such settlement were satisfied during the first quarter of
2004 and the settlement is now final.
(5) RENTAL ARRANGEMENTS
The Company leases various office space with average annual rental of
approximately $250 per year. Leases expire at various times through August
2005. Although the Company is a party to certain other leasing
arrangements, none of them are material.
(6) EMPLOYEE BENEFIT PLANS
(a) PENSION PLANS
The Company participates in a defined benefit pension plan that covers
substantially all its eligible employees. The 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) for the
three and six months ended June 30, 2004 and 2003 (which are reflected as
other income in the consolidated statements of operations) are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2004 2003 2004 2003
-------- -------- -------- --------
Service cost. . . . . . . $ 38 -- 38 --
Interest cost . . . . . . 1,328 -- 1,328 --
Expected return on plan
assets. . . . . . . . . (2,080) -- (2,080) --
Recognized net actuarial
gain. . . . . . . . . . -- -- -- --
Amortization of prior
service cost. . . . . . 464 -- 464 --
Special termination
benefit . . . . . . . . 81 118 104 1,133
-------- -------- -------- --------
Net periodic pension
expense (credit). . . . $ (169) 118 (146) 1,133
======== ======== ======== ========
(b) RETIREE HEALTH AND LIFE INSURANCE BENEFITS
In addition to providing pension benefits, KLC Land and certain of its
affiliates currently provide certain healthcare and life insurance benefits
to certain eligible retired employees. Where such benefits are offered,
substantially all employees may become eligible for such benefits if they
reach a specified retirement age while employed by KLC Land (or the
applicable affiliate) and if they meet a certain length of service
criteria. The postretirement healthcare plans are contributory and contain
cost-sharing features such as deductibles and copayments. However, these
features, as they apply to bargaining unit retirees, are subject to
collective bargaining provisions of a labor contract between each such
entity and the International Longshoremen's & Warehousemen's Union as they
may have been amended or settled through agreements or memoranda executed
with the union at about the time each operating facility was closed. The
postretirement life insurance plan is non-contributory.
Each relevant entity continues to fund its benefit costs on a
pay-as-you-go basis, and each entity expects to continue funding its post-
retirement health care obligations until the end of 2004, which is a date
on or after the date when its required cost maintenance period as defined
under Internal Revenue Code Section 420 expires. These entities believe
that they generally have no obligation to continue the post-retirement life
insurance benefits, and most terminated such benefits effective at the end
of 2003. Retiree medical benefits for most of these entities are expected
to terminate at the end of 2004. Kaanapali Land has not assumed any
obligation to fund the cost of these benefits on behalf of any of its
affiliates.
Net periodic postretirement benefit credit for the three and six
months ended June 30, 2004 includes the following components:
Three Months Six Months
Ended Ended
June 30, June 30,
2004 2004
------------ ----------
Service cost. . . . . . . . . . . . . . . . $ 6 6
Interest cost . . . . . . . . . . . . . . . 142 142
Amortization of net gain. . . . . . . . . . (1,677) (1,677)
Recognized settlement gain. . . . . . . . . (125) (250)
--------- --------
Net periodic postretirement
benefit credit. . . . . . . . . . . . . . $ (1,654) (1,779)
======== ========
The retiree health and life insurance benefits plan recognized credits
of $2,426 and $4,852 for the three and six months ended June 30, 2003,
respectively.
The relevant entities have elected to defer recognition of the
effects, if any, of the Medicare Prescription Drug Improvement and
Modernization Act of 2003 on the actuarial projections and assumptions
utilized by the plans.
(7) INCOME TAXES
The statutes of limitations have expired with respect to the Company's
Federal tax returns for all years through 1997. The examination of the
Company's Federal tax returns for the periods 1998-2000 has been completed.
As a result of this examination, the IRS has proposed adjustments in taxes
of approximately $7,400 (before interest), which the Company intends to
contest. The statutes of limitations with respect to the Company's tax
returns for 1998 through 2003 remain open. The Company believes adequate
provisions for Federal income taxes have been recorded for all years.
(8) 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. In proceedings filed prior to the Petition Date where a Debtor is
a defendant, such proceedings were stayed as against such Debtor by the
filing of the Reorganization Case. Those proceedings may now continue
since the Plan Effective Date has occurred so long as the plaintiffs
therein filed timely claims under the Plan. However, any judgments
rendered therein would be subject to the distribution provisions of the
Plan, which would in most cases result in the entitlement of such claims to
proceeds that are substantially less than the face amount of such
judgments. 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. Proceedings
against subsidiaries or affiliates of Kaanapali Land that are not Debtors
were not stayed by the Plan and may proceed.
Oahu Sugar Company, LLC, successor by merger to Oahu Sugar Company,
Limited ("Oahu Sugar") and Oahu MS Development Corp. were involved in
certain litigation arising out of and in connection with the sale of
certain sugar cane processing equipment at the Waipahu mill. That certain
litigation was concluded in March 2004. For a more complete discussion of
that litigation, please see the company's previous periodic reporting.
On June 3, 2003, Trustees filed a Complaint against Oahu MS, a
subsidiary of Kaanapali Land, and City Bank in Trustees Under the Will and
the Estate of Bernice Paugahi Bishop, deceased, also known as Kamehameha
Schools v. Amfac Property Development Corp., et al, in the Circuit Court of
the First Circuit, State of Hawaii, Civil No. 03-1-1154-05, seeking, among
other things, cancellation of its leases with APDC, collection of unpaid
net rents on the leases, and appointment of a receiver to collect future
subrents under the subleases. Concurrent therewith, Trustees filed a
motion for appointment of receiver. Oahu MS filed its answer on June 24,
2003.
On July 2, 2003, Oahu MS filed a demand for arbitration of Trustees'
claims with the American Arbitration Association ("AAA"), and on July 3,
2003, APDC filed a motion to dismiss, or in the alternative, to stay
plaintiffs' complaint pending arbitration. On July 2, 2003, Trustees filed
a motion for partial summary judgment against all defendants. Both motions
were set to be heard on August 11, 2003. Prior to that date, however, the
Court informally advised the parties that it would likely enforce the
arbitration provisions contained in the leases, and the parties thereafter
reached agreement on a stipulation staying the case pending arbitration.
The parties thereafter entered into mediation and have reached a settlement
in principle, pending the collection of various information necessary to
the completion thereof. There are no assurances that the settlement will
be consummated.
On or about February 23, 2001 Kekaha Sugar Co., Ltd., a subsidiary of
Kaanapali Land, received a letter from the Hawaii Department of Health
("HDOH") assigning the Kekaha Sugar Co., Ltd. site a high priority status
based on HDOH's review of available environmental data. In the letter,
HDOH identified five major areas of potential environmental concern
including the former wood treatment plant, the herbicide mixing plant, the
seed dipping plant, the settling pond, and the Kekaha Sugar Mill. While
setting forth specific concerns, the HDOH reserved the right to designate
still further areas of potential concern which might require further
investigation and possible remediation. HDOH further reserved the right to
modify its prioritization of the site should conditions warrant. The
assignment of the high priority status will likely result in a high degree
of oversight by the HDOH as the issues raised are studied and addressed.
Kekaha Sugar Co., Ltd. has responded to the letter. The United States
Environmental Protection Agency has performed a visual inspection of the
property and indicated there will be some testing performed. HDOH has
performed some testing at the site and results are pending. Kekaha Sugar
Co., Ltd. is substantially without assets and further pursuit of this
matter by HDOH could have a material adverse effect on the financial
condition of Kekaha Sugar Co., Ltd.
On or about February 23, 2001, Lihue Plantation, a subsidiary of
Kaanapali Land, received a similar letter from the HDOH assigning the LPCo
site a high priority status based on HDOH's review of available
environmental data. In the letter, HDOH identified four major areas of
potential environmental concern including the Lihue Plantation herbicide
mixing plant, the seed dipping plant, the settling pond and the Lihue Sugar
Mill. While setting forth specific concerns, the HDOH reserved the right
to designate still further areas of potential concern which might require
further investigation and possible remediation. HDOH further reserved the
right to modify its prioritization of the site should conditions warrant.
As noted above, the high priority assignment will likely result in a high
degree of oversight by the HDOH as the issues raised are studied and
addressed. Lihue Plantation is substantially without assets, other than
the two mills and associated power plant and further pursuit of this matter
by HDOH could have a material adverse effect on the financial condition of
LPCo.
Pioneer Mill, a subsidiary of Kaanapali Land, is engaged in an ongoing
cleanup arising out of the discovery of petroleum contamination found at
the Pioneer Mill site. The Pioneer Mill site has been assigned a high
priority and the HDOH has shown an interest in the environmental conditions
relating to or arising out of the former operations of Pioneer Mill. These
issues will have to be addressed as they are raised. Pioneer Mill has
received a report on the results of environmental testing conducted on the
site by the United States Environmental Protection Agency and HDOH.
Pioneer Mill has taken action to address issues raised by the testing and
has submitted a report to HDOH seeking a no further action letter relating
to this site. Pioneer Mill is awaiting a response from HDOH. There are no
assurances that the no further action letter will be issued. EPA has
designated HDOH as the oversight agency for Pioneer Mill.
As a result of an administrative order issued to Oahu Sugar, a
subsidiary of Kaanapali Land, by the HDOH, Order No. CH 98-001, dated
January 27, 1998, Oahu Sugar is currently engaged in environmental site
assessment of lands it leased from the U.S. Navy and located on the Waipio
Peninsula. Oahu Sugar has submitted a Remedial Investigation Report to the
HDOH. The HDOH has provided comments which indicate additional testing may
be required. Oahu Sugar has responded to these comments with additional
information. Oahu Sugar is substantially without assets and further
pursuit of this matter by HDOH could have a material adverse effect on the
financial condition of Oahu Sugar. On January 9, 2004, the United States
Environmental Protection Agency, Region IX (hereinafter, "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 seeks, 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 has
responded to the information requests. Oahu Sugar is substantially without
assets and the pursuit of any action, informational, enforcement, or
otherwise, could have a material adverse effect on the financial condition
of Oahu Sugar.
The IRS filed a claim in the bankruptcy proceedings in the aggregate
amount of approximately $20,600 for taxes, interest and penalties related
to the years 1998-2000. However, the Company has entered into a
stipulation with the IRS whereby the IRS has withdrawn its claim due to the
fact that the Plan leaves the IRS unimpaired relative to any taxes that may
be due. As a result of its examination relative to the years 1998-2000 the
IRS has proposed adjustments in taxes of approximately $7,400 (before
interest). The Company intends to contest the proposed deficiency.
However, there can be no assurance that the Company will be successful in
such contest and, although the Company has reserved for potential tax
liabilities on its financial statements, to the extent that the Company is
unsuccessful in defending against any such claims, the amount for which the
Company could be liable could be material.
Kaanapali Land, as successor by merger to other entities, and D/C
Distribution Corporation ("D/C"), a subsidiary of Kaanapali Land, have been
named as defendants in personal injury actions allegedly based on exposure
to asbestos. A number of cases against such subsidiary are pending on the
mainland and are alleged based on such subsidiary's prior business
operations. Each company believes that it has meritorious defenses against
these actions, but can give no assurances as to the ultimate outcome of
these cases. In the case of D/C, there can be no certainty that it will be
able to satisfy all of its liabilities for these cases, as it is without
assets to satisfy any material existing or future judgments, there can be
no assurances that these cases (or any of them), if adjudicated in a manner
adverse to the subsidiary, will not have a material adverse effect on the
financial condition of such subsidiary. Kaanapali Land does not believe
that it has liability, directly or indirectly, for such subsidiary's
obligations.
Northbrook Corporation ("Northbrook"), a predecessor by merger to
Kaanapali Land was named in a lawsuit filed in August 2003 in the Circuit
Court of Cook County, Chicago, Illinois, styled Silverado Golf & Country
Club, Inc. v. JMB Realty Corporation and Northbrook Corporation. The
lawsuit sought unspecified damages and alleges that the defendants engaged
in fraudulent conduct in connection with the administration and termination
of a defined benefit pension plan that had been sponsored by Northbrook
Corporation and certain affiliates and predecessors. The complaint has
since been amended. In the eight count amended complaint, plaintiff seeks
unspecified general damages, the imposition of a constructive trust, an
accounting, attorneys' fees and costs, interest, punitive damages and such
other further relief as is deemed appropriate by the court under the
circumstances. Plaintiff seeks return of approximately $1,000 in pension
related costs paid by it over the period 1989-1994, the return of all
pension related costs paid by it since 1995, and all fees, costs and other
consideration charged to or received by defendants from plaintiff since
1988. The participants in the pension plan included employees of an
affiliate who were engaged in employment at the Silverado Country Club &
Resort, in Napa, California (the "Resort"). The Resort was and continues
to be operated pursuant to a Management Agreement between the plaintiff and
Xanterra Parks & Resorts, L.L.C. ("Xanterra"), a former subsidiary of
Northbrook that continues to be under common control with the defendants.
The plaintiffs are also pursuing their claims in a separate action against
Xanterra that is currently being arbitrated in San Francisco, California.
The defendants in the Chicago action vigorously deny all of the plaintiff's
claims. Although the amended complaint has only recently been filed and an
answer has not yet been filed, the defendants intend to defend, among other
things, on the basis that it had no relationship with the plaintiff and no
duties to them whatsoever and that the plaintiff was not a participating
employer in the pension plan and otherwise had no interest therein. In
addition, to the extent that the California arbitration is decided in favor
of Xanterra, such decision would provide further defenses for Kaanapali
Land (as successor by merger to Northbrook). However, there can be no
assurance that the plaintiffs will not ultimately prevail on some or all of
their claims.
Other than as described above and the Reorganization Case 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.
(9) CALCULATION OF NET INCOME PER SHARE
The following tables set forth the computation of net income (loss)
per share - basic and diluted:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2004 2003 2004 2003
-------- -------- -------- --------
(Amounts in thousands except per share amounts)
NUMERATOR:
Net income (loss) . . $ 255 (483) 209 (1,134)
======== ======== ======== ========
DENOMINATOR:
Denominator for net
income (loss) per
share - basic and
diluted. . . . . . . 1,792 1,863 1,792 1,863
======== ======== ======== ========
Net income (loss)
per share -
basic and diluted. . $ .15 (.26) .12 (.61)
======== ======== ======== ========
(10) BUSINESS SEGMENT INFORMATION
As described in Note 1, the Company operates in three 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 from 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 profit is comprised of total revenue less operating
expenses. In computing operating profit, none of the following items have
been added or deducted: general corporate revenues and expenses, interest
expense, income taxes, and equity in income (loss) from unconsolidated
investments.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues:
Property. . . . . . . . $ 546 812 1,072 12,625
Agriculture . . . . . . 563 249 1,299 672
Golf. . . . . . . . . . 931 1,008 2,000 2,144
Corporate . . . . . . . 385 568 599 610
-------- -------- -------- --------
$ 2,425 2,637 4,970 16,051
======== ======== ======== ========
Operating Profit (loss):
Property. . . . . . . . $ (267) (590) (525) (1,428)
Agriculture . . . . . . 193 (223) 623 (77)
Golf. . . . . . . . . . 156 142 352 349
-------- -------- -------- --------
Operating income (loss) . 82 (671) 450 (1,156)
Corporate . . . . . . . . 487 409 190 357
Interest expense. . . . . (152) (291) (298) (582)
Equity in income (loss)
from unconsolidated
investments . . . . . . -- (146) -- (292)
-------- -------- -------- --------
Loss from continuing
operations before
income taxes. . . . . . $ 417 (699) 342 (1,673)
======== ======== ======== ========
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
General
In addition to historical information, this Report contains forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations about its businesses and the markets in which the Company
operates. Such forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties or other
factors which may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Actual operating results may be affected by various factors including,
without limitation, changes in national and Hawaiian economic conditions,
competitive market conditions, uncertainties and costs related to the
imposition of conditions on receipt of governmental approvals and costs of
material and labor, and actual versus projected timing of events all of
which may cause such actual results to differ materially from what is
expressed or forecast in this report.
The Debtors shall continue to exist after the Plan Effective Date as
separate legal entities. Except as otherwise provided in the Order or the
Plan, the Debtors have been discharged from all claims and liabilities
existing through the Plan Effective Date. As such, all persons and
entities who had receivables, claims or contracts with the Debtors that
first arose prior to the Petition Date and have not previously filed timely
claims under the Plan or have not previously reserved their right to do so
in the Reorganization Case are precluded from asserting any claims against
the Debtors or their assets for any acts, omissions, liabilities,
transactions or activities that occurred before the Plan Effective Date.
On November 14, 2002, pursuant to the Plan, all of the KLC Debtors
executed and delivered to Kaanapali Land a certain Secured Promissory Note
in the principal amount of $70 million. Such note matures on October 31,
2011 and carries an interest rate of 3.04% compounded semi-annually. The
note, which is prepayable, is secured by substantially all of the real
property owned by the KLC Debtors, pursuant to a certain Mortgage, Security
Agreement and Financing Statement, dated as of November 14, 2002 and placed
on record in December 2002. The note has been eliminated in the
consolidated financial statements because the obligors are consolidated
subsidiaries of Kaanapali Land.
In addition to such Secured Promissory Note, certain Non-Debtor KLC
Subsidiaries continue to be liable to Kaanapali Land under certain
guarantees (the "Guarantees") that they had previously provided to support
certain Senior Indebtedness (as defined in the Plan) and the Certificate of
Land Appreciation Notes ("COLA Notes") formerly issued by Amfac/JMB Hawaii,
Inc. (as predecessor to KLC Land). Although such Senior Indebtedness and
COLA Notes were discharged under the Plan, the Guarantees of the Non-Debtor
KLC Subsidiaries were not. Thus, to the extent that the holders of the
Senior Indebtedness and COLA Notes did not receive payment on the
outstanding balance thereof from distributions made under the Plan, the
remaining amounts due thereunder remain obligations of the Non-Debtor KLC
Subsidiaries under the Guarantees. Under the Plan, the obligations of the
Non-Debtor KLC Subsidiaries under such Guarantees were assigned by the
holders of the Senior Indebtedness and COLA Notes to Kaanapali Land on the
Plan Effective Date. Kaanapali Land has notified each of the Non-Debtor
KLC Subsidiaries that are liable under such Guarantees that their
respective guarantee obligations are due and owing and that Kaanapali Land
reserves all of its rights and remedies in such regard. Given the
financial condition of such Non-Debtor KLC Subsidiaries, however, it is
unlikely that Kaanapali Land will realize payments on such Guarantees that
are more than a small percentage of the total amounts outstanding
thereunder or that in the aggregate will generate any material proceeds to
the Company. These Guarantee obligations have been eliminated in the
consolidated financial statements because the obligors are consolidated
subsidiaries of Kaanapali Land, which is now the sole obligee thereunder.
As of June 30, 2004, the Company had cash of approximately $36
million, which is available for working capital requirements, including
future operating expenses, and the Company's obligations for Kaanapali 2020
development costs, environmental remediation costs, including those on
former mill-sites, other potential environmental costs, potential tax
liabilities resulting from the IRS audits, retiree medical insurance
benefits (which are generally expected to be paid through the end of 2004),
and existing and possible future litigation. The primary business of
Kaanapali Land is the land development of the Company's assets on the
Island of Maui. The Kaanapali 2020 development plan will take many years
at significant expense to fully implement, although the material portion of
such anticipated expenses are not currently subject to any contractual
commitments. Proceeds from land sales are the Company's only source of
significant cash proceeds and the Company's ability to meet its liquidity
needs over the longer term is dependent on the timing and amount of such
proceeds.
The Company's current indebtedness includes a mortgage loan secured
by the Waikele Golf Course. Effective June 1, 2004, the debt was modified
pursuant to a loan modification agreement with the lender. In accordance
with the agreement, a $1,000,000 principal payment was made to the lender
to reduce the outstanding principal balance of the note to $7.2 million,
the interest rate was modified to LIBOR plus 4.25% (5.58% per annum at June
30, 2004) with no LIBOR floor, and the debt was extended to mature on
December 1, 2011.
The Company's continuing operations have in recent periods been
primarily reliant upon the net proceeds of sales of developed and
undeveloped land parcels. A purchase money note receivable related to Lot
2 in the amount of approximately $14.4 million was paid in March 2004.
Approximately one-half of the proceeds of the note is subject to adjustment
based upon the number of units ultimately approved for construction on Lot
2. A purchase money note related to Lot 4 in the amount of approximately
$17 million is due no later than August 2006. If such note is paid upon
maturity, the Company expects that it will have adequate liquidity for the
foreseeable future and the Company expects that it now has sufficient
liquidity to fund the Company's operations until that time. However, there
can be no assurance that the cash proceeds relating to Lot 4 will be
realized or that the proceeds from the Lot 2 note will not be adjusted down
upon final approval of the development plan on Lot 2.
Although the Company does not currently believe that it has
significant liquidity problems over the near term, should the Company prove
to be unable to satisfy its liquidity requirements from its existing
resources 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. Therefore, there can be no assurance
that there will be any available financing, and a lack of such financing if
needed would have a material adverse effect on the operations of the
Company.
RESULTS OF OPERATIONS
Reference is made to the footnotes to the financial statements for
additional discussion of items addressing comparability between years.
Note receivable, net decreased in the accompanying balance sheets due
to the collection of the note receivable received in the sale of Lot 2.
Other assets increased in the accompanying balance sheets due to the
payments of insurance premiums for the next twelve months which are
recorded as prepaid insurance and amortized over the twelve month period.
The increase is also due to an increase in the required amount of deposit
with the state of California for workers compensation insurance.
The accumulated post-retirement benefit obligation decreased due in
part to benefits paid but primarily due to the effect of the expected
termination of the post-retirement healthcare obligations at the end of
2004. Such reductions have been reflected as reduction of post-retirement
benefit obligation in the Condensed Consolidated Statement of Operations.
Mortgage payable decreased in the accompanying balance sheets due to
the debt modification agreement reached with the lender of the Waikele Golf
Course. In conjunction with the loan modification, a principal payment of
$1,000 was made to the lender to decrease the outstanding principal balance
of the note.
The decrease in sales and cost of sales for the three and six months
ended June 30, 2004 compared to the same period in 2003 is primarily due to
the sale of Lot 2 during the first quarter of 2003 and the sale of various
small parcels of land during the second quarter of 2003.
Interest income increased primarily as a result of income earned on
notes receivable arising from 2003 property sales.
Selling, general and administrative decreased primarily as a result of
the recovery from an insurance company of amounts previously expensed by
the Company relating to the defense of certain liability claims as well as
a decrease in legal fees incurred during the first six months of 2004 as a
result of the settlement of ERS and other litigation during 2003.
Interest decreased due to the settlement with City Bank which resulted
in the Company being released from its obligations relating to the mortgage
with City Bank.
The change in equity in income (loss) from unconsolidated investments
is primarily due to the Company's settlement with the ERS that resulted,
among other things, in the foreclosure of the Company's indirect interest
in the RKGC.
The decrease in income tax benefit for the six months ended June 30,
2004 is a result of the decrease in the Company's loss from continuing
operations.
INFLATION
Due to the lack of significant fluctuations in the level of inflation
in recent years, inflation generally has not had a material effect on real
estate development.
In the future, high rates of inflation may adversely affect real
estate development generally because of their impact on interest rates.
High interest rates not only increase the cost of borrowed funds to the
Company, but can also have a significant effect on the affordability of
permanent mortgage financing to prospective purchasers. However, high rates
of inflation may permit the Company to increase the prices that it charges
in connection with real property sales, subject to general economic
conditions affecting the real estate industry and local market factors, and
therefore may be advantageous where property investments are not highly
leveraged with debt or where the cost of such debt has been previously
fixed.
ITEM 4. CONTROLS AND PROCEDURES
The principal executive officer and the principal financial officer of
the Company have evaluated the effectiveness of the Company's disclosure
controls and procedures as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the
period covered by this report. Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed was recorded, processed,
summarized and reported within the time periods specified in the applicable
rules and form of the Securities and Exchange Commission.
There was no change in internal control over financial reporting that
occurred during the period covered by this report that materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 8 to the Condensed Consolidated Financial
Statements included in Part I of this report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.1 Amended and Restated Limited Liability Company Agreement
of Kaanapali Land, LLC dated November 14, 2002 filed as
an exhibit to the Company's Form 10 filed May 1, 2003 and
hereby incorporated by reference.
31.1. Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) is filed herewith.
31.2. Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) is filed herewith.
32. Certifications pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 are filed herewith.
(b) No reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by the report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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/ Gailen J. Hull
---------------------
By: Gailen J. Hull
Senior Vice President
Date: August 13, 2004