SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2006
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission file #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 if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
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 is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
accredited filer and large accelerated filer in Rule 12b-2 of the Exchange
Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company (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 April 30, 2006, the registrant had 1,792,613 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 . . . . . . . . . . . . . . . . . . . . 13
Item 4. Controls and Procedures. . . . . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 16
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 17
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . 18
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
March 31, 2006 and December 31, 2005
(Dollars in Thousands, except share data)
(Unaudited)
A S S E T S
-----------
March 31, December 31,
2006 2005
--------- -----------
Cash and cash equivalents . . . . . . . $ 49,094 51,677
Receivables, net. . . . . . . . . . . . 4,699 4,735
Property, net . . . . . . . . . . . . . 93,304 92,322
Prepaid pension costs . . . . . . . . . 27,846 27,473
Other assets. . . . . . . . . . . . . . 11,819 11,668
-------- --------
$186,762 187,875
======== ========
L I A B I L I T I E S
---------------------
Accounts payable and accrued
expenses. . . . . . . . . . . . . . . $ 1,797 1,351
Deferred income taxes . . . . . . . . . 27,751 28,197
Accumulated postretirement benefit
obligation. . . . . . . . . . . . . . 2,734 2,716
Other liabilities . . . . . . . . . . . 36,117 36,551
-------- --------
Total liabilities . . . . . . . 68,399 68,815
Commitments and contingencies
S T O C K H O L D E R S' E Q U I T Y
-------------------------------------
Common stock, at 3/30/06 and
12/31/05 non par value
(shares authorized - 4,500,000;
shares issued 1,792,613). . . . . . . -- --
Additional paid-in capital. . . . . . . 5,357 5,357
Accumulated earnings. . . . . . . . . . 113,006 113,703
-------- --------
Total stockholders' equity. . 118,363 119,060
-------- --------
$186,762 187,875
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2006 and 2005
(Unaudited)
(Dollars in Thousands, except per share data)
2006 2005
-------- --------
Revenues:
Sales . . . . . . . . . . . . . . . . . . $ 1,254 2,511
Interest and other income . . . . . . . . 884 421
-------- --------
2,138 2,932
-------- --------
Cost and expenses:
Cost of sales . . . . . . . . . . . . . . 657 966
Selling, general and administrative . . . 2,365 1,415
Interest. . . . . . . . . . . . . . . . . -- 208
Depreciation and amortization . . . . . . 259 263
-------- --------
3,281 2,852
-------- --------
Operating income (loss) from
continuing operations before
income taxes. . . . . . . . . . . . . . (1,143) 80
Income tax benefit (expense). . . . . . . 446 (31)
-------- --------
Net income (loss) . . . . . . . . . . $ (697) 49
======== ========
Earnings per share:
Net income (loss) . . . . . . . . . . . . $ (.39) .03
======== ========
The accompanying condensed notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2006 and 2005
(Unaudited)
(Dollars in Thousands)
2006 2005
-------- --------
Net cash provided by (used in)
operating activities. . . . . . . . . . . $ (1,342) (1,282)
Cash flows from investing activities:
Property additions. . . . . . . . . . . . (1,241) (630)
-------- --------
Net cash provided by (used in)
investing activities. . . . . . . . . . . (1,241) (630)
Cash flows from financing activities:
Repayments of debt. . . . . . . . . . . . -- (7,178)
-------- --------
Cash used in financing activities . . . . -- (7,178)
-------- --------
Net increase (decrease) in cash
and cash equivalents. . . . . . . (2,583) (9,090)
Cash and cash equivalents at
beginning of period . . . . . . . 51,677 45,744
-------- --------
Cash and cash equivalents at
end of period . . . . . . . . . . 49,094 36,654
======== ========
Supplemental disclosure of cash
flow information:
Cash paid for interest. . . . . . . . . $ -- 168
======== ========
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, 2005. Capitalized terms used but
not defined in this quarterly report have the same meanings as the
Company's 2005 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"). After the Plan
Effective Date, Kaanapali Land continued to implement the restructuring
transactions that were contemplated to be effected under the Plan,
including, among other things, the resolution of all outstanding claims and
distributions on all claims that were allowed under the Plan. On August
31, 2005, pursuant to a motion for entry of final decree, the bankruptcy
cases were closed.
The Company's continuing operations are in three business segments -
Agriculture, Property and Golf. The Agriculture segment grows seed corn
and soybeans under contract and leases land currently cultivated in coffee
to a third party, while maintaining additional coffee acreage for possible
future use. 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 Company
ceased operations at the Waikele Golf Course effective March 1, 2006 for
approximately six months to allow for renovation of the golf course greens
and facilities. The Property, Agriculture and Golf segments operate
exclusively in the State of Hawaii.
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 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 disposition
thereof.
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 three months ended March 31, 2006 are not
necessarily indicative of the results that may be achieved in future
periods.
(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 Kaanapali 2020 area. This
project, called Kaanapali Coffee Farms, consists of 58 agricultural lots
that are being offered to individual buyers. The Company has begun
accepting reservations on certain of these lots. In conjunction with the
final approval, the Company was required to obtain two subdivision
performance bonds in the amounts of approximately $18,600 and $4,700 and
was required to secure the bonds with a cash deposit of $8,300 into an
interest bearing collateral account. The funds will be withdrawn from the
collateral account by the Company upon completion of the subdivision
improvements.
(3) MORTGAGE AND OTHER NOTES PAYABLE
A subsidiary of Kaanapali Land ("Holder") holds a mortgage loan
secured by Waikele Golf Course. The mortgage loan was amended March 31,
2006 upon which the accrued interest was added to principal and the Holder
agreed to make future advances under the note in an amount not to exceed
$3,000 for purposes of funding the golf course improvements. Interest on
the principal balance accrues at an adjustable rate of prime plus 1%. The
principal and accrued interest, which are prepayable, are due March 1,
2015. As of March 31, 2006 the note had an outstanding principal balance
of $7,739. The note has been eliminated in the consolidated financial
statements because the obligor and maker are consolidated subsidiaries of
Kaanapali Land.
(4) 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 months ended March 31, 2006 and 2005 are as follows:
2006 2005
-------- --------
Service cost. . . . . . . . . . . . . . . . $ 7 16
Interest cost . . . . . . . . . . . . . . . 622 634
Expected return on plan assets. . . . . . . (1,175) (1,060)
Recognized net actuarial gain . . . . . . . 130 235
-------- --------
Net periodic pension credit . . . . . . . . $ (416) (175)
======== ========
(b) RETIREE HEALTH AND LIFE INSURANCE BENEFITS
In addition to providing pension benefits, a subsidiary of KLC Land
currently provides certain healthcare and life insurance benefits to
certain eligible retired employees. The postretirement healthcare plan is
contributory and contains cost-sharing features such as deductibles and
copayments. The postretirement life insurance plan is non-contributory.
Net periodic postretirement benefit credit for the three months ended
March 31, 2006 and 2005 includes the following components:
2006 2005
-------- --------
Service cost. . . . . . . . . . . . . . . . $ -- 6
Interest cost . . . . . . . . . . . . . . . -- 42
Amortization of net gain. . . . . . . . . . 33 (14)
Recognized settlement gain. . . . . . . . . (15) --
-------- --------
Net periodic postretirement
benefit cost (credit) . . . . . . . . . . $ 18 34
======== ========
The calculation of the accumulated postretirement benefit cost or the
net periodic postretirement benefit cost does not reflect the effects of
the Medicare Prescription Drug Improvement and Modernization Act of 2003
(the "Act").
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. The deferred compensation
liability represented in the Rabbi Trust and assets funding such deferred
compensation liability are consolidated in the Company's balance sheet.
(5) INCOME TAXES
Federal tax return examinations have been completed for all years
through 2000. Refunds aggregating approximately $4,700 are due for
previous payments of taxes and interest. The statutes of limitations with
respect to the Company's tax returns for 2001 and subsequent years remain
open. 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.
(6) COMMITMENTS AND CONTINGENCIES
Material legal proceedings of the Company are described below.
Unless otherwise noted, the parties adverse to the Company in the legal
proceedings described below have not made a claim for damages in a
liquidated amount and/or the Company believes that it would be speculative
to attempt to determine the Company's exposure relative thereto, and as a
consequence believes that 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 could continue since
the Plan Effective Date had occurred, so long as the plaintiffs therein
filed timely under the Plan. However, any judgments rendered therein were
subject to the distribution provisions of the Plan, which resulted in the
entitlement of such claims to proceeds that were 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. 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 may proceed. However, one such
subsidiary, Oahu Sugar, filed a subsequent petition for liquidation under
Chapter 7 of the Bankruptcy Code in April 2005, as described below.
On or about February 23, 2001 Kekaha Sugar Co., Ltd., a company that
was, prior to its dissolution, 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. Kekaha Sugar Co., Ltd. was substantially
without assets and was dissolved. 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
("EPA") 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.
On or about February 23, 2001, the Lihue Plantation Company, now
known as LPC Corporation ("LPCo") 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 relative to LPCo's former
operations including the 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. LPCo is substantially without
assets and further pursuit of this matter by HDOH could have a material
adverse effect on the financial condition of LPCo.
The purchaser of the Kekaha and Lihue Plantation Sugar Mills
properties in January 2005 assumed any obligations for environmental
matters concerning the property it purchased. However, there can be no
assurance that such purchaser will have sufficient assets to satisfy a
claim should any substantial liabilities result.
Pioneer Mill was engaged in a modest cleanup operation arising out of
the discovery of petroleum contamination found at the Pioneer Mill site.
The Pioneer Mill site was assigned a high priority by the HDOH and the HDOH
has shown an interest in the environmental conditions relating to or
arising out of the former operations of Pioneer Mill. EPA designated HDOH
as the oversight agency for Pioneer Mill. Pioneer Mill received a report
on the results of environmental testing conducted on the site by the EPA
and HDOH. However, Pioneer Mill's cleanup efforts to date have satisfied
HDOH and Pioneer Mill received a no further action letter during the fourth
quarter of 2004. It is possible that further cleanup operations may become
necessary in connection with the ongoing demolition of the former sugar
mill buildings on the site.
As a result of an administrative order issued to Oahu Sugar by the
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 which
indicated that additional testing may be required. Oahu Sugar responded to
these comments with additional information. On January 9, 2004, 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 was in
the process of responding 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.
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, 11 U.S.C. Subsection 101-1330 on
April 19, 2005, Case No. 05-15100. 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 and it is not believed that any
other affiliates have any responsibility for the debts of Oahu Sugar.
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 sent two requests for information to Kaanapali Land regarding
Kaanapali Land's organization and relationship, if any, to entities that
may have, historically, operated on the site. Kaanapali Land responded to
the requests for information. It is not clear what EPA proposes to do with
the information that has been provided. EPA has not designated Kaanapali
Land as a potentially responsible party.
Federal tax return examinations have been completed for all years
through 2000. Refunds aggregating approximately $4,700 are due for
previous payments of taxes and interest. The statutes of limitations with
respect to the Company's tax returns for 2001 and subsequent years remain
open. 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.
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. 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 alleges that it is an insurance company to whom D/C has
tendered for defense and indemnity various personal injury lawsuits
allegedly based on exposure to asbestos containing products. Plaintiff
alleges 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
seeks, 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 have been 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 is
entitled to recoupment and reimbursement of some or all of the amounts it
has paid for defense and/or indemnity; and that D/C has breached its
obligation of cooperation with plaintiff. D/C has filed an answer and an
amended cross-claim. The litigation is in its early stages and D/C
believes that it has meritorious defenses and positions, and intends to
vigorously defend. In February 2006, in order to simplify its
administration and facilitate an additional capital contribution by
Kaanapali Land, D/C merged into a newly-formed Illinois limited liability
company named D/C Distribution, LLC.
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. There are in excess of 70 cases against such
subsidiary that are pending on the mainland and are allegedly 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 or future judgments, if any. 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.
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.
At March 31, 2006, the Company's only known material contractual
obligations is approximately $3,200 for the demolition of the sugar mill
buildings on the Pioneer Mill site.
(7) CALCULATION OF NET INCOME PER SHARE
The following tables set forth the computation of net income (loss)
per share - basic and diluted:
2006 2005
-------- --------
(Amounts in thousands
except per share amounts)
NUMERATOR:
Net income (loss) . . . . . . . . . . . . . $ (697) 49
======== ========
DENOMINATOR:
Number of shares outstanding
basic and diluted. . . . . . . . . . . . . 1,793 1,793
======== ========
Net income (loss) per share -
basic and diluted. . . . . . . . . . . . . $ (.39) .03
======== ========
(8) 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, as well as corporate assets.
Operating income (loss) is comprised of total revenue less 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.
2006 2005
-------- --------
Revenues:
Property. . . . . . . . . . . . . . . . . $ 556 1,308
Agriculture . . . . . . . . . . . . . . . 559 406
Golf. . . . . . . . . . . . . . . . . . . 688 939
Corporate . . . . . . . . . . . . . . . . 335 279
-------- --------
$ 2,138 2,932
======== ========
Operating Profit (loss):
Property. . . . . . . . . . . . . . . . . $ (112) 605
Agriculture . . . . . . . . . . . . . . . 17 165
Golf. . . . . . . . . . . . . . . . . . . (116) 156
-------- --------
Operating income (loss) . . . . . . . . . . (211) 926
Corporate . . . . . . . . . . . . . . . . . (932) (678)
Interest expense. . . . . . . . . . . . . . -- (178)
-------- --------
Income (loss) from continuing
operations before income taxes. . . . . . $ (1,143) 80
======== ========
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 international, 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.
Unless wound up by the Company or merged, the Debtors continued 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 August 31, 2005, pursuant to a motion
for entry of final decree, the bankruptcy cases were closed.
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 remaining
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. Nevertheless, Kaanapali Land intends to assert its claims in
the Chapter 7 bankruptcy proceeding of Oahu Sugar in order that it may
recover substantially all of the assets remaining in the bankruptcy estate,
if any, that become available for creditors of Oahu Sugar. Any amounts so
received would not be material 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 March 31, 2006, the Company had cash and cash equivalents of
approximately $49 million, which is available for, among other things,
working capital requirements, including future operating expenses, and the
Company's obligations for engineering, planning, regulatory and development
costs including roadway construction, drainage and utilities, environmental
remediation costs on existing and former properties, the cost of
renovations of the golf course (discussed below), potential tax liabilities
resulting from IRS audits, retiree medical insurance benefits for Pioneer
Mill Company, and existing and possible future litigation.
The primary business of Kaanapali Land is the investment in and
development of the Company's assets on the Island of Maui. The various
development plans will take many years at significant expense to fully
implement, 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 is dependent on the timing
and amount of such proceeds.
The Company ceased operations at the Waikele Golf Course effective
March 1, 2006 for approximately six months to allow for renovations of the
golf course greens and facilities. The cost of renovations and the shut-
down of operations is not expected to have a material adverse effect on the
overall financial condition of the Company.
A subsidiary of Kaanapali Land ("Holder") holds a mortgage loan
secured by Waikele Golf Course. The mortgage loan was amended March 31,
2006 upon which the accrued interest was added to principal and the Holder
agreed to make future advances under the note in an amount not to exceed
$3,000 for purposes of funding the golf course improvements. Interest on
the principal balance accrues at an adjustable rate of prime plus 1%. The
principal and accrued interest, which are prepayable, are due March 1,
2015. As of March 31, 2006 the note had an outstanding principal balance
of $7,739. The note has been eliminated in the consolidated financial
statements because the obligor and maker are consolidated subsidiaries of
Kaanapali Land.
The Company's continuing operations have in recent periods been
primarily reliant upon the net proceeds of sales of developed and
undeveloped land parcels.
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 Kaanapali 2020 area. This
project, called Kaanapali Coffee Farms, consists of 58 agricultural lots
that are being offered to individual buyers. The Company has begun
accepting reservations on certain of these lots which are expected to be
converted to contracts during the second quarter of 2006. The Company
expects to begin closing on the lot sales and commence the land
improvements on the project during the second or third quarter of 2006. It
is anticipated that the land improvements will be completed within an
approximate one year period. In conjunction with the final approval, the
Company was required to obtain two subdivision performance bonds in the
amounts of approximately $18.6 million and $4.7 million and was required to
secure the bonds with a cash deposit of $8.3 million into an interest
bearing collateral account. The funds will be withdrawn from the
collateral account by the Company upon completion of the subdivision
improvements. While construction contracts have not yet been entered into,
it is expected that on-site and off-site construction commitments will
exceed the aggregate of the two subdivision bonds.
During April 2006 the Company became aware of an unsolicited tender
offer for shares made jointly by Sutter Capital Management, LLC and
MacKenzie Patterson Fuller, LP to purchase up to 8,000 Class A Shares
(approximately 4.9%) of the outstanding Class A Shares in the Company for
$1 per share. Pacific Trails, the manager of the Company, determined that
the offer was inadequate and not in the best interests of the shareholders.
Accordingly, Pacific Trails recommended that the shareholders not accept
the offer and not tender their Class A Shares pursuant to such offer.
Although the Company does not currently believe that it has
significant liquidity problems over the near term, should the Company be
unable to satisfy its liquidity requirements from its existing resources 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.
RESULTS OF OPERATIONS
Reference is made to the footnotes to the financial statements for
additional discussion of items addressing comparability between years.
The decrease in deferred income taxes and the income tax benefit for
the three months ended March 31, 2006 is a result of the decrease in the
Company's income from continuing operations.
The decrease in sales and cost of sales for the three months ended
March 31, 2006 is primarily due to the sale of the mill sites and
associated lands on the Island of Kauai during the first quarter of 2005.
The decrease is also due to the Waikele Golf Course closing on March 1,
2006 for renovations.
The increase in selling, general and administrative expenses for the
three months ended March 31, 2006 is primarily due to the reduction of an
accrual for asbestos related liabilities during the first quarter of 2005,
an increase in legal fees and other professional fees, and a payment made
during the first quarter of 2006 for federal income tax.
Interest expense decreased due to the repayment to the third party
lender of the Waikele Golf mortgage in full during the first quarter of
2005.
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 6 to the Condensed Consolidated Financial Statements
included in Part I of this report.
ITEM 1A. RISK FACTORS
There has been no known material changes from risk factors as
previously disclosed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.
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: May 12, 2006