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 September 30, 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 October 31, 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 . . . . . . . . . . . . . . . . . . . . 15
Item 4. Controls and Procedures. . . . . . . . . . . . . . 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 18
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . 18
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 19
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . 20
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
September 30, 2006 and December 31, 2005
(Dollars in Thousands, except share data)
(Unaudited)
A S S E T S
-----------
September 30, December 31,
2006 2005
------------- -----------
Cash and cash equivalents . . . . . . . $ 42,912 51,677
Receivables, net. . . . . . . . . . . . 4,708 4,735
Property, net . . . . . . . . . . . . . 97,432 92,322
Prepaid pension costs . . . . . . . . . 28,595 27,473
Other assets. . . . . . . . . . . . . . 11,787 11,668
-------- --------
$185,434 187,875
======== ========
L I A B I L I T I E S
---------------------
Accounts payable and accrued
expenses. . . . . . . . . . . . . . . $ 3,800 1,351
Deferred income taxes . . . . . . . . . 31,313 28,197
Accumulated postretirement benefit
obligation. . . . . . . . . . . . . . 2,770 2,716
Other liabilities . . . . . . . . . . . 36,133 36,551
-------- --------
Total liabilities . . . . . . . 74,016 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 9/30/06 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. . . . . . . . . . 106,061 113,703
-------- --------
Total stockholders' equity. . 111,418 119,060
-------- --------
$185,434 187,875
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2006 and 2005
(Unaudited)
(Dollars in Thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Revenues:
Sales . . . . . . . . . $ 5,170 7,272 6,945 33,584
Interest and
other income. . . . . 832 519 2,311 1,224
-------- -------- -------- --------
6,002 7,791 9,256 34,808
-------- -------- -------- --------
Cost and expenses:
Cost of sales . . . . . 3,500 973 4,784 16,543
Selling, general and
administrative. . . . 2,445 2,423 7,796 5,638
Interest. . . . . . . . -- -- -- 168
Depreciation and
amortization. . . . . 267 257 788 785
-------- -------- -------- --------
6,212 3,653 13,368 23,134
-------- -------- -------- --------
Operating income (loss)
from continuing
operations before
income taxes. . . . . (210) 4,138 (4,112) 11,674
Income tax expense. . . (2,752) (1,600) (3,530) (4,600)
-------- -------- -------- --------
Net income (loss) . $ (2,962) 2,538 (7,642) 7,074
======== ======== ======== ========
Earnings per share:
Net income (loss) . . . $ (1.65) 1.42 (4.26) 3.95
======== ======== ======== ========
The accompanying condensed notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2006 and 2005
(Unaudited)
(Dollars in Thousands)
2006 2005
-------- --------
Net cash provided by (used in)
operating activities. . . . . . . . . . . $ (202) 24,592
Cash flows from investing activities:
Property additions. . . . . . . . . . . . (8,563) (1,990)
Cash flows from financing activities:
Repayments of debt. . . . . . . . . . . . -- (7,178)
-------- --------
Net increase (decrease) in cash
and cash equivalents. . . . . . . (8,765) 15,424
Cash and cash equivalents at
beginning of period . . . . . . . 51,677 45,744
-------- --------
Cash and cash equivalents at
end of period . . . . . . . . . . $ 42,912 61,168
======== ========
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, such
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 or provides harvesting rights to a
third party on certain lands currently cultivated in or used for the
processing of coffee, 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 five months to allow for renovation of certain golf course greens
and facilities. The golf course resumed operations on September 1, 2006.
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 (which excludes the
golf course), 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 and nine months ended September 30,
2006 are not necessarily indicative of the results that may be achieved in
future periods.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2006, the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109
("FIN 48"), to create a single model to address accounting for uncertainty
in tax positions. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. This Interpretation
also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48
is effective for fiscal years beginning after December 15, 2006. We are
currently evaluating the impact of this Interpretation on our results of
operations and financial position.
In September 2006, the FASB issued SFAS No. 158, Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans -- an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
requires an employer to recognize the over funded or under funded status of
a defined benefit postretirement plan as an asset or liability in its
statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years that begin after
December 15, 2006. We are currently evaluating the impact of this Standard
on our results of operations and financial position.
(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. 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, which is reported in Other Assets in the consolidated
balance sheet. The funds will be withdrawn from the collateral account by
the Company based upon stage of completion of the subdivision improvements
and the release of the bonds. During July and early August 2006 the
Company closed on the sale of three lots at Kaanapali Coffee Farms for
aggregate net sales proceeds of $4,426. It also entered into a joint
venture agreement with a local builder for the design, construction and
sale of residential improvements on another lot.
(3) MORTGAGE AND OTHER NOTES PAYABLE
A subsidiary of Kaanapali Land ("Holder") holds a mortgage note
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 September 30, 2006 the note had an outstanding principal and
accrued interest balance of $9,143. 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), included
in selling, general and administrative in the consolidated statements of
operations for the three and nine months ended September 30, 2006 and 2005
are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Service cost. . . . . . . $ 7 16 21 48
Interest cost . . . . . . 622 634 1,866 1,902
Expected return on
plan assets . . . . . . (1,175) (1,060) (3,525) (3,180)
Recognized net
actuarial gain. . . . . 130 235 390 705
-------- -------- -------- --------
Net periodic
pension credit. . . . . $ (416) (175) (1,248) (525)
======== ======== ======== ========
(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 cost for the three and nine
months ended September 30, 2006 and 2005 includes the following components:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Service cost. . . . . . . $ -- 5 -- 15
Interest cost . . . . . . 33 42 99 126
Amortization of net gain. (15) (13) (45) (39)
-------- -------- -------- --------
Net periodic postretire-
ment benefit cost . . . $ 18 34 54 102
======== ======== ======== ========
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 2002. Refunds aggregating approximately $4,700 for years through
2000 are due for previous payments of taxes and interest and are reflected
as a component of receivables in the consolidated balance sheets. No
liability for Federal taxes was determined for 2001 or 2002; however, in
connection with the settlement of those years reached in 2006, the Company
agreed to adjust certain tax attributes, including the tax basis of assets.
The effect in 2006 on the Company's consolidated balance sheet was to
increase deferred tax liabilities by approximately $2,000. Unrelated to
the tax settlement, valuation reserves have been established for
approximately $2,200 in the third quarter of 2006 for net operating loss
carryforwards due to the uncertainty of realization. Income tax expense
was also recorded for the quarter ended September 30, 2006 due to the
finalization of the Company's 2005 tax return and a payment made in regard
to the settlement of a prior year state tax matter of approximately $300.
The statutes of limitations with respect to the Company's tax returns for
2003 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 resume after
the Plan Effective Date, 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. ("KSCo"), 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. KSCo 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. KSCo 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 it is not known
whether such test results, if any, will require any further response
activities. However, as KSCo was substantially without assets and has
dissolved, the ability of KSCo to perform any requested actions is
doubtful.
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 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. Further routine cleanup operations in connection with the
demolition of the former sugar mill buildings on the site were conducted
with respect to an underground storage tank discovered on the site. Such
work has been completed as of the date of this report.
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 has sent three requests for information to Kaanapali Land
regarding, among other things, Kaanapali Land's organization and
relationship, if any, to entities that may have, historically, operated on
the site and with respect to operations conducted on the site. Kaanapali
Land has responded to these 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 2002. Refunds aggregating approximately $4,700 for years through
2000 are due for previous payments of taxes and interest and are reflected
as a component of receivables in the consolidated balance sheets. No
liability for Federal taxes was determined for 2001 or 2002; however, in
connection with the settlement of those years reached in 2006, the Company
agreed to adjust certain tax attributes, including the tax basis of assets.
The effect in 2006 on the Company's consolidated balance sheet was to
increase deferred tax liabilities by approximately $2,000. Unrelated to
the tax settlement, valuation reserves have been established for
approximately $2,200 in the third quarter of 2006 for net operating loss
carryforwards due to the uncertainty of realization. Income tax expense
was also recorded for the quarter ended September 30, 2006 due to the
finalization of the Company's 2005 tax return and a payment made in regard
to the settlement of a prior year state tax matter of approximately $300.
The statutes of limitations with respect to the Company's tax returns for
2003 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. While there are only a few such cases that name
Kaanapali Land, there are in excess of 60 cases against D/C that are
pending on the mainland and are allegedly based on D/C'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 D/C, will not have a material adverse
effect on the financial condition of D/C. Kaanapali Land does not believe
that it has liability, directly or indirectly, for D/C's obligations.
Kaanapali Land does not presently believe that the cases in which it is
named will result in any material liability to Kaanapali Land; however,
there can be no assurance in this regard.
On August 30, 2006, a third party complaint was filed against, KLC
Land Company, LLC, Amfac/JMB Hawaii, LLC, and Amfac/JMB Hawaii, Inc., and
Amfac Distribution Corporation in an action entitled The Queen Emma
Foundation v. Lenox Resources, Inc. and Alan Hornstein, Civil No. CV05-
00546 HG KSC. In the third party action, third party plaintiff seeks to
recover a share of clean up costs for contamination allegedly discharged by
one or more of the third party defendants at a former commercial site.
Third party plaintiff seeks, among other things, an unspecified amount of
money, attorneys' fees and costs. Third party defendants have been advised
of a settlement in principle that has been reached without any monetary
contribution by the subject third party defendants. There are no
assurances that the settlement will in fact be consummated. In the event
it is not, third party defendants will defend themselves, vigorously.
Other than as described above, the Company is not involved in any
material pending legal proceedings, other than ordinary routine litigation
incidental to its business. The Company and/or certain of its affiliates
have been named as defendants in several pending lawsuits. While it is
impossible to predict the outcome of such routine litigation that is now
pending (or threatened) and for which the potential liability is not
covered by insurance, the Company is of the opinion that the ultimate
liability from any of this litigation will not materially adversely affect
the Company's consolidated results of operations or its financial
condition.
At September 30, 2006, the Company's principal contractual
obligations are approximately $750 for the completion of the demolition of
the sugar mill buildings on the Pioneer Mill site and approximately $28,750
for the completion of land improvements in conjunction with the Kaanapali
Coffee Farms project.
The Company has received notice from the Hawaii Department of Land
and Natural Resources ("DLNR") that it would inspect all significant dams
and reservoirs in Hawaii, including those maintained by the Company on Maui
in connection with its agricultural operations. To date, the DLNR has
cited certain maintenance deficiencies concerning two of the Company's
reservoirs, consisting primarily of overgrowth of vegetation that make
inspection difficult and could impact drainage. The DLNR has required the
vegetation clean-up as well as the Company's plan for future maintenance,
inspections, etc. The Company is currently soliciting bids for such work
and working on the required plans.
On October 15, 2006, a significant earthquake occurred that was felt
in most parts of the state. As a consequence of such earthquake, the DLNR,
in conjunction with the U.S. Army Corps of Engineers has inspected each
reservoir and identified certain minor damage to each reservoir. In
addition, Company personnel are as time permits inspecting various portions
of its Maui water source and transmission assets to determine if any other
damage of significance has occurred, but has so far found no material
issues. While the damage to the smaller reservoir cited by the recent DLNR
inspection will not require any immediate action, it is unclear at this
time whether the DLNR will require any work on the larger reservoir even
though the damage is located in a portion of the reservoir that is
presently unused. There can be no assurance that the expense of doing such
required work will not be material.
(7) 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
(Amounts in thousands except per share amounts)
NUMERATOR:
Net income (loss) . . . . $ (2,962) 2,538 (7,642) 7,074
======== ======== ======== ========
DENOMINATOR:
Number of shares
outstanding
basic and diluted . . . 1,793 1,793 1,793 1,793
======== ======== ======== ========
Net income (loss)
per share -
basic and diluted . . . $ (1.65) 1.42 (4.26) 3.95
======== ======== ======== ========
(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.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Revenues:
Property. . . . . . . . $ 5,136 6,314 6,171 30,308
Agriculture . . . . . . 363 285 1,388 1,048
Golf. . . . . . . . . . 350 925 1,054 2,816
Corporate . . . . . . . 153 267 643 636
-------- -------- -------- --------
$ 6,002 7,791 9,256 34,808
======== ======== ======== ========
Operating Profit (loss):
Property. . . . . . . . $ 1,879 5,718 1,598 14,748
Agriculture . . . . . . (114) (45) (98) 542
Golf. . . . . . . . . . (604) 47 (1,442) 307
-------- -------- -------- --------
Operating income (loss) . 1,161 5,720 58 15,597
Corporate . . . . . . . . (1,371) (1,582) (4,170) (3,755)
Interest expense. . . . . -- -- -- (168)
-------- -------- -------- --------
Income (loss) from
continuing operations
before income taxes . . $ (210) 4,138 (4,112) 11,674
======== ======== ======== ========
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, such 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 conjunction with the sale of the Kaanapali Coffee Farm lots during
the third quarter of 2006, Kaanapali Land released the security on the sold
lots in exchange for compensation of 15% of the sales price from the
selling entity. Such selling entity is a wholly-owned subsidiary 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 September 30, 2006, the Company had cash and cash equivalents
of approximately $43 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, 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. A significant portion of such anticipated expenses are
currently subject to contractual commitments, however, significant
additional costs may be incurred. 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 five months to allow for renovations of the golf course
greens and facilities. The cost of renovations and the shut-down of
operations did not have a material adverse effect on the overall financial
condition of the Company. The golf course resumed operations on
September 1, 2006.
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 September 30, 2006 the note had an outstanding principal and
accrued interest balance of $9.1 million. 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 closed on the
sale of three lots and commenced the land improvements on the project in
July and early August 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 based upon
stage of completion of the subdivision improvements and release of the
bonds. As of September 30, 2006 the Company has remaining contractual
obligations for up to approximately $28.7 million for land improvements,
including those in conjunction with the Kaanapali Coffee Farms project.
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 sales and cost of sales for the three and nine months
ended September 30, 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
and the sale of Lot 3 during the second quarter of 2005. The decrease is
also due to the Waikele Golf Course closing on March 1, 2006 for
renovations. The decrease in sales and increase in cost of sales for the
three months ended September 30, 2006 is due to the receipt during the
third quarter of 2005 of $6 million of proceeds from the sale of Lot 3
pursuant to the purchase price adjustment agreement and the sale of 3
Kaanapali Coffee Farms lots during the third quarter of 2006.
The increase in selling, general and administrative expenses for the
three and nine months ended September 30, 2006 is primarily due to an
increase in the number of outstanding claims for personal injury actions
based on exposure to asbestos during 2006 as compared to the same period in
2005, an increase in legal fees and other professional fees, and an
increase in salary and salary related expenses.
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.
In addition to the tax effect on operations, income tax expense for
the three and nine months ended September 30, 2006 includes the effects on
the Company's consolidated balance sheets of an increase in deferred tax
liabilities of approximately $2,000 as a result of the completions of the
2001 and 2002 Federal tax return examinations. Unrelated to the tax
settlement, valuation reserves have been established for approximately
$2,200 in the third quarter of 2006 for net operating loss carryforwards
due to the uncertainty of realization. Income tax expense was also
recorded for the quarter ended September 30, 2006 due to the finalization
of the Company's 2005 tax return and a payment made in regard to the
settlement of a prior year state tax matter of approximately $300.
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: November 13, 2006