SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the fiscal year
ended December 31, 2006 Commission File Number #0-50273
KAANAPALI LAND, LLC
(Exact name of registrant as specified in its charter)
Delaware 01-0731997
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Limited Liability Company Interests (Class A Shares)
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(Title of Class)
Indicate by check mark whether the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the 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 "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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ X ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Nonaccelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. Not applicable.
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 March 1, 2007, the registrant had 1,792,613 shares of which
161,100.17 were Class A shares.
Documents incorporated by reference: None
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EXPLANATORY NOTE
This amendment is filed solely to clarify disclosure presented in
Item 1A. Risk Factors of the original Annual Report on Form 10-K filed
March 30, 2007. No other changes to the Form 10-K of KAANAPALI LAND, LLC
have been made, and this Form 10-K/A does not reflect events occurring
after the filing of the original Report or modify or update those
disclosures affected by subsequent events.
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ENVIRONMENTAL MATTERS.
The Company is subject to environmental and health safety laws and
regulations related to the ownership, operation, development and
acquisition of real estate, or the operation of former business units.
Under those laws and regulations, the Company may be liable for, among
other things, the costs of removal or remediation of certain hazardous
substances. In addition, the Company may find itself having to defend
against personal injury lawsuits based on exposure to such substances
including asbestos related liabilities. Those laws and regulations often
impose liability without regard to fault. The Company is not aware of any
environmental condition on any of its properties which is likely to have a
material adverse effect on its consolidated financial position or results
of operations; however, no assurance can be given that any such condition
does not exist or may not arise in the future. Reference is made to
Item 3. Legal Proceedings for a description of certain legal proceedings
related to environmental conditions.
ITEM 1A. RISK FACTORS
Kaanapali Land faces numerous risks, including those set forth below.
Reference is made to Item 1. Business and Item 3. Legal Proceedings
for an item specific detailed discussion of some of the risk factors facing
Kaanapali Land, LLC.
Risk factors include a number of factors that could negatively impact
Kaanapali Land's property activities. Any of the risks may have a material
adverse effect on the Company's success, consolidated financial position or
results of operations.
RISKS RELATED TO HAWAIIAN REAL ESTATE AND DEVELOPMENT MARKETS
The Kaanapali 2020 Development Plan (including, without limitation)
Kaanapali Coffee Farms and Puukolii Mauka) and the development of the
Wainee land, as well as the Company's other development activities, are,
apart from the risks associated with the entitlement process described
above, subject to the risks generally incident to the ownership and
development of real property. These include the possibility that cash
generated from sales will not be sufficient to meet the Company's
continuing obligations. This could result from inadequate pricing or pace
of sales of properties or changes in costs of construction or development;
increased government mandates; adverse changes in Hawaiian economic
conditions, such as increased costs of labor, marketing and production,
restricted availability of financing; adverse changes in local, national
and/or international economic conditions (including adverse changes in
exchange rates of foreign currencies for U.S. dollars); adverse effects of
international political events, such as additional terrorist activity in
the U.S. or abroad that lessen travel, tourism and investment in Hawaii;
the need for unanticipated improvements or unanticipated expenditures in
connection with environmental matters; changes in real estate tax rates and
other expenses; delays in obtaining permits or approvals for construction
or development and adverse changes in laws, governmental rules and fiscal
policies; acts of God, including earthquakes, volcanic eruptions, floods,
droughts, tsunamis and hurricanes; and other factors which are beyond the
control of the Company. Because of these risks and others, real estate
ownership and development is subject to unexpected increases in costs.
The Company may, from time to time and to the extent economically
advantageous, sell rezoned, undeveloped or partially developed parcels,
such as portions of the Kaanapali 2020 Development Plan lands, the former
Pioneer Mill site and/or the Wainee land. It intends to develop the balance
of its lands for residential, resort, affordable housing, limited
commercial and recreational purposes.
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Any increase in interest rates or downturn in the international,
national or Hawaiian economy could affect the Company's profitability and
sales. The downturn in the Asian economy, particularly the Japanese
economy, has had a profound effect on the Hawaiian real estate market.
However, the Kaanapali resort area has historically enjoyed a significant
mainland tourist market in the United States and Canada, which has
resulted, beginning in the late 1990's, in a strong market for resort
housing in the area. The September 11 attacks had a material adverse effect
on tourism in the Kaanapali area immediately following the attacks, but the
market rebounded during the period from 2002 into 2005 and the areas of
primary and secondary residential homes, condominiums and time share units
were relatively strong during this period. Markets have turned down
significantly during the past fifteen months, which has negatively impacted
the volume of transactions completed in West Maui. At present the Company
is unable to predict whether current market conditions will materially
impact pricing for its properties, but such conditions have negatively
impacted the number of lots sold during the past 12 months. No assurance
can be given, however, as to whether current market conditions will again
improve, or when, or as to whether pricing for the Company's land assets
will ultimately soften.
The Company's real estate activities may be adversely affected by
possible changes in the tax laws, including changes which may have an
adverse effect on resort and residential real estate development. High
rates of inflation 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 developers, but also have a
significant effect on the affordability of permanent mortgage financing to
prospective purchasers. High rates of inflation may permit the Company to
increase the prices that it charges in connection with land sales, subject
to economic conditions in the real estate industry generally and local
market factors. There can be no assurance that Hawaiian real estate values
will rise, or that, if such values do rise, the Company's properties will
benefit.
RISKS RELATING TO NATURAL EVENTS
The Company's development lands are located in an area that is
susceptible to hurricanes and seismic activity. In addition, during certain
times of year, heavy rainfall is not uncommon. These events may adversely
impact the Company's development activities and infrastructure assets, such
as roadways, reservoirs, water courses and drainage ways. Significant
events may cause the Company to incur substantial expenditures for
investigation and restoration of damaged structures and facilities.
Flooding, drought, wind and other natural perils can adversely impact
agricultural production on the Company's lands. In addition, similar events
elsewhere in Hawaii may cause regulatory responses that impact all
landowners. For example, the Company 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.
Inspections were performed in April and October 2006. 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 degrade the integrity of reservoir slopes
and impact drainage. The DLNR has required the vegetation clean-up as well
as the Company's plan for future maintenance, inspections and emergency
response. Revised versions of the required plans were submitted to DLNR in
December 2006.The Company has obtained bids for portions of the required
remedial work and expects to commence same during the second quarter of
2007.
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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. Bureau of Reclamation has inspected each
reservoir and identified certain minor damage. In addition, Company
personnel have inspected various portions of its Maui water source and
transmission assets to determine if any other damage of significance has
occurred, but the Company has so far found no material damage. 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.
RISKS RELATED TO THE HAWAIIAN GOLF MARKET
A subsidiary of Kaanapali Land owns the Waikele Golf Course on Oahu.
The performance of golf courses in Hawaii depends heavily on the strength
of the tourism industry in Hawaii. Thus, Kaanapali Land is subject to the
risks generally associated with operating tourism-related businesses. These
include adverse changes in national and international economic conditions
(including adverse changes in exchange rates of foreign currencies for U.S.
dollars) and in national and international political situations that
constrain travel, tourism and investment in Hawaii. The performance of golf
courses in Hawaii is also affected by competition from comparable courses
in the surrounding areas, which include a number of courses that have
opened, reopened or been significantly upgraded in recent years. In
addition, the Debtors are aware of an additional new golf course that is
currently being constructed to the west of the Waikele Golf Course, as well
as two other Oahu golf courses that are currently in the planning phase,
which may or may not ultimately be built. There can be no assurance that
additional courses will not be developed that will compete with the Waikele
Golf Course.
In addition to market risks, Waikele Golf Course operations are
subject to operating risks such as adverse weather conditions, including
heavy prolonged rains and hurricanes, employee-related issues such as labor
shortages and disruptions (including, but not limited to disruptions of
food and beverage service by the third-party restaurant operator who leases
space in the clubhouse from the Company), blight or other diseases
affecting grass or other vegetation and costs of merchandise, equipment and
supplies.
The Waikele Golf Course is not affiliated with an existing resort,
but is located in a high-density residential area. The Waikele Golf Course
has historically had a significant amount of Japanese tourist play as well
as a high level of Hawaii resident play from the surrounding residential
areas. During the 1980's and into the mid-1990's, Asian visitors comprised
as much as half of the total rounds played at certain courses in Hawaii.
With the downturn in the Japanese economy, there has been a significant
drop in Asian visitors and this has had a material effect on Hawaiian golf
course rounds. The mainland tourism market was very strong, particularly on
the neighboring islands, prior to the terrorist attacks of September 11,
but this had little direct impact on the Waikele Golf Course. Since
September 11, the Asian visitor levels in Hawaii dropped precipitously and
golf course rounds have dropped as much as fifty percent at some Hawaii
golf courses. Asian tourist play is controlled by a relatively small number
of tour operators who include golf as part of their tour packages. These
operators are extremely price sensitive, which limits the ability of golf
courses such as Waikele to increase greens fees. While Asian tourist
visitation to Hawaii has rebounded somewhat in the past two years, it does
not appear that this rebound has given a significant boost to the number of
golf rounds being played on Oahu.
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Since the initial reduction in the Japanese visitor levels in the
mid-1990's, many courses have attempted to offset some of the loss from the
tourism market by attracting local Hawaiian resident play. The Waikele Golf
Course has been successful at increasing the Hawaii resident rounds at the
course; however, Hawaii residents receive a significant discount on fees at
most courses, known as "Kamaiina rates", and Kamaiina rounds are therefore
less profitable than other rounds.
In order to reverse the downward trend in rounds played at Waikele
Golf Course, particularly by visiting tourists from Asia and elsewhere, the
Company embarked on a $1.2 million renovation project in 2006, which
resulted in the golf course being closed for approximately five months in
2006. This renovation included the reconstruction of all greens and a
number of tees, plus a modest renovation of the golf course clubhouse.
RISKS RELATING TO AGRICULTURE
While agricultural revenues are relatively insignificant to the
Company's financial success, competition in the agriculture business
segment affects the prices the Company may obtain for the land and other
assets it leases to third parties for the production of agricultural
products. The Company currently earns a modest profit on its contract with
Monsanto for the production of seed corn on a portion of its Kaanapali 2020
Development Plan land. Regulatory, political, economic and scientific
issues, in addition to the normal risks attendant to the growing cycle for
any crop, may all weigh in to make such contract uneconomic for Monsanto,
with the result that ongoing revenues to the Company could be impaired in
the future. Such is also the case with the Company's coffee crop, in
particular because the Company incurs all the risks relating to the cost of
growing and maintaining the trees and producing the crop (except for a
minor portion of the coffee land that is leased to a third party who
maintains the trees on such land), and a portion of the market risk
attendant to the sale of the crop as well. That is because the harvesting
and marketing of the crop has been contracted to a third-party grower, who
will pay the Company (or the homeowners' association with respect to the
coffee land within Kaanapali Coffee Farms Phase I) only a modest fixed
amount for the privilege of taking the coffee beans, with a more
substantial payment due based on a percentage of revenues obtained from the
crop by such grower.
RISKS RELATING TO HAWAIIAN, U.S. AND WORLD ECONOMIES GENERALLY
The Company's businesses will be subject to risks generally
confronting the Hawaiian, U.S. and world economies. All of the Company's
tangible property is located in Hawaii. As a result, the Company's revenues
will be exposed to the risks of investment in Hawaii and to the economic
conditions prevalent in the Hawaiian real estate market. While the Hawaiian
real estate market is subject to economic cycles that impact tourism and
investment (particularly in the United States, Japan and other Pacific Rim
countries), it is also influenced by the level of economic development in
Hawaii generally and by external and internal political forces.
The attacks of September 11, 2001 on the World Trade Center and
Pentagon had an adverse impact on the U.S., world and Hawaiian economies,
which in turn reduced discretionary income available for travel or the
purchase of retirement or vacation homes. These events also negatively
impacted the desire of people to travel, particularly by air; the number of
international visitors to the United States, particularly from Japan upon
which Hawaii relies most-heavily, decreased as the United States became
perceived to be a higher risk destination. In addition, a perception
developed that because the United States was now at war, it no longer
sought leisure travelers from abroad. Though these attitudes have abated
somewhat in the years after the attacks and the Hawaiian economy has
rebounded, there is no assurance that future events will not occur that
would again dampen the inflow of money to Hawaii. Thus, it is clear that
Hawaii is subject to higher risks than other portions of the Untied States
due to its disproportionate reliance on air travel and tourism. The visitor
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industry is Hawaii's most important source of economic activity, accounting
for more than a quarter of Gross State Product.
Because of the foregoing considerations, it is clear that the risks
associated with the large reliance by Hawaii on a visitor base from foreign
countries will disproportionately impact the Company in future years, both
positively and negatively, as market and visitation cycles play out.
ENVIRONMENTAL RISKS AND ENVIRONMENTAL REGULATION
The Company is subject to environmental and health safety laws and
regulations related to the ownership, operation, development and
acquisition of real estate, or the operation of former business units.
Under various federal, state and local laws, ordinances and regulations, a
current or previous owner, developer or operator of real estate may be
liable for the costs of removal or remediation of certain hazardous toxic
substances at, on, or under or in its property. The costs of such removal
or remediation of such substances could be substantial. Such laws often
impose liability without regard to whether the owner or operator knew of,
or was responsible for, the actual release or presence of such hazardous or
toxic substances. The presence of such substances may adversely affect the
owner's ability to sell or rent such real estate or to borrow using such
real estate as collateral. Persons who arrange for the disposal or
treatment of hazardous or toxic substances also may be liable for the costs
of removal or remediation of such substances at the disposal or treatment
facility, whether or not such facility is owned or operated by such person.
Certain environmental laws impose liability for the release of asbestos
containing material into the air, pursuant to which third parties may seek
recovery from owners or operators of real properties for personal injuries
associated with such materials, and prescribe specific methods for the
removal and disposal of such materials. The cost of legal counsel and
consultants to investigate and defend against these claims is often high
and can significantly impact the Company's operating results, even if no
liability is ultimately shown. No assurance can be given that the Company
will not incur liability in the future for known or unknown conditions and
any significant claims may have a material adverse impact on the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
LAND HOLDINGS.
The major real properties owned by the Company are described under
Item 1. Business.
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PART IV
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are filed as part of this Amendment No. 1 to
Form 10-K/A:
(a) Exhibits.
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
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By: Gailen J. Hull
Senior Vice President
Date: April 6, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Gailen J. Hull
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By: Gailen J. Hull,
Senior Vice President
Chief Accounting Officer
and Chief Financial Officer
Date: April 6, 2007
/s/ Gary Nickele
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By: Gary Nickele,
President and
Chief Executive Officer
Date: April 6, 2007