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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 2003 Commission file #0-50273
KAANAPALI LAND, LLC
(Exact name of registrant as specified in its charter)
Delaware 01-0731997
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ X ]
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 18
Item 4. Controls and Procedures. . . . . . . . . . . . . . 21
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 21
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
KAANAPALI LAND, LLC
Condensed Consolidated Balance Sheets
June 30, 2003 and December 31, 2002
(Dollars in Thousands, except share data)
(Unaudited)
A S S E T S
-----------
June 30, December 31,
2003 2002
--------- -----------
Cash and cash equivalents . . . . . . $ 12,138 15,848
Receivables, net. . . . . . . . . . . 949 1,959
Property, net . . . . . . . . . . . . 131,737 142,832
Note receivable, net of deferred
gain of $5,304. . . . . . . . . . . 9,062 --
Prepaid pension costs . . . . . . . . 24,772 25,905
Other assets. . . . . . . . . . . . . 2,010 3,082
-------- --------
$180,668 189,626
======== ========
L I A B I L I T I E S
---------------------
Accounts payable and accrued expenses $ 8,822 10,202
Deferred income taxes . . . . . . . . 8,604 9,143
Accumulated postretirement benefit
obligation. . . . . . . . . . . . . 17,669 23,560
Other liabilities . . . . . . . . . . 51,500 51,705
Mortgage and other notes payable. . . 11,192 11,248
Investment in unconsolidated entities,
at equity . . . . . . . . . . . . . 62,728 61,273
-------- --------
Total liabilities . . . . . . 160,515 167,131
Commitments and contingencies
S T O C K H O L D E R S' E Q U I T Y
-------------------------------------
Common stock, at 6/30/03 and 12/31/02
non par value (shares authorized -
4,500,000; shares issued
1,863,213.49) . . . . . . . . . . -- --
Additional paid-in capital. . . . . . 5,357 5,357
Accumulated earnings. . . . . . . . . 14,796 17,138
-------- --------
Total stockholders' equity. 20,153 22,495
-------- --------
$180,668 189,626
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Statements of Operations
Six Months Ended June 30, 2003 and 2002
(Unaudited)
(Dollars in Thousands, except share data)
Six Months Ended
June 30,
----------------------
2003 2002
-------- --------
Revenues:
Sales . . . . . . . . . . . . . . . . . $ 4,606 4,481
Interest and other income . . . . . . . 181 14
-------- --------
4,787 4,495
-------- --------
Cost and expenses:
Cost of sales . . . . . . . . . . . . . 2,969 3,664
Reduction of post-retirement benefit
obligation. . . . . . . . . . . . . . (4,852) (4,760)
Selling, general and administrative . . 6,875 6,252
Interest. . . . . . . . . . . . . . . . 582 1,575
Depreciation and amortization . . . . . 594 1,498
Restructuring costs . . . . . . . . . . -- 1,236
-------- --------
6,168 9,465
-------- --------
Operating loss. . . . . . . . . . . . . . (1,381) (4,970)
Equity in income (loss) from
unconsolidated investments. . . . . . (1,500) 6,491
-------- --------
Income (loss) from continuing
operations before income taxes. . . . (2,881) 1,521
Income tax benefit (expense). . . . . . 539 (1,697)
-------- --------
Net loss. . . . . . . . . . . . . . $ (2,342) (176)
======== ========
Earnings per share:
Net loss. . . . . . . . . . . . . . . . $ (1.26) (44)
======== ========
The accompanying condensed notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Condensed Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002
(Unaudited)
(Dollars in Thousands)
2003 2002
-------- --------
Net cash provided by (used in)
operating activities. . . . . . . . . . $ (5,757) (11,526)
Cash flows from investing activities:
Property additions. . . . . . . . . . . (628) (89)
Property sales, net . . . . . . . . . . 2,776 --
Distributions from investments in
unconsolidated entities . . . . . . . -- 6,516
Contributions to investments in
unconsolidated entities . . . . . . . (45) --
-------- --------
Net cash provided by (used in)
investing activities. . . . . . . . . . 2,103 6,247
Cash flows from financing activities:
Net repayments of debt. . . . . . . . . (56) (49)
-------- --------
Net cash provided by (used in)
financing activities. . . . . . (56) (49)
-------- --------
Net increase (decrease) in cash
and cash equivalents. . . . . . (3,710) (5,148)
Cash and cash equivalents at
beginning of period . . . . . . 15,848 19,988
-------- --------
Cash and cash equivalents at
end of period . . . . . . . . . $ 12,138 14,840
======== ========
Supplemental disclosure of cash
flow information:
Cash paid for interest. . . . . . . . . $ 326 456
======== ========
Non-cash investing and financing activities:
Note receivable received in sale
of Lot 4. . . . . . . . . . . . . . . $ 14,366 --
Deferred gain . . . . . . . . . . . . . (5,304) --
-------- --------
Note receivable, net. . . . . . . . . . $ 9,062 --
======== ========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
KAANAPALI LAND, LLC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands)
Readers of this quarterly report should refer to the Company's audited
financial statements for the fiscal year ended December 31, 2002, which are
included in the Company's 2002 Annual Report on Form 10, as amended, (File
No. 0-50273), as certain footnote disclosures which would substantially
duplicate those contained in such audited financial statements, and which
are required by accounting principles generally accepted in the United
States for complete financial statements, have been omitted from this
report. Capitalized terms used but not defined in this quarterly report
have the same meanings as in the Company's 2002 Annual Report.
(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 ("AHI"), Certain of Its Subsidiaries
(together with AHI, the "AHI Debtors") and FHT Corporation ("FHTC " and,
together with the AHI Debtors, the "Debtors") under Chapter 11 of the
Bankruptcy Code, dated June 11, 2002 (as amended, the "Plan").
The Plan was confirmed by the Bankruptcy Court by orders dated
July 29, 2002 and October 30, 2002 (collectively, the "Order") and became
effective November 13, 2002 (the "Plan Effective Date"). Kaanapali Land
continues to work toward completion of the various requirements of the Plan
and to implement the restructuring transactions that are contemplated to be
effected under the Plan, including, among other things, the resolution of
all outstanding claims and distributions on all claims that are allowed
under the Plan.
The assets and liabilities of Kaanapali Land are essentially the same
as those of Northbrook and its subsidiaries and, thus, Northbrook is
considered to be the predecessor entity of Kaanapali Land.
The accompanying condensed consolidated financial statements include
the accounts of Kaanapali Land and all of its subsidiaries and its
predecessor (collectively, the "Company"). All significant intercompany
transactions and balances have been eliminated in consolidation.
The Company's continuing operations are in three business segments -
agriculture, property and golf. The Golf segment includes that of Amfac
Property Investment Corp. ("APIC"), an equity investee. Though APIC
continues to own the Royal Kaanapali Golf Courses, a receiver was appointed
to operate them on March 19, 2002 and it is anticipated that APIC will no
longer have title to such golf courses after consummation of the settlement
with the Employees' Retirement System of the State of Hawaii ("ERS"), as
described in Note 8.
PROPERTY
The Company's principal land holdings are on the island of Maui. The
Company has determined, based on its current projections for the
development and/or disposition of its land holdings, that the land holdings
are not currently recorded in an amount in excess of proceeds that the
Company expects that it will ultimately obtain from the disposition
thereof.
USE OF ESTIMATES
The 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.
RECLASSIFICATIONS
Certain amounts in the 2002 consolidated financial statements have
been reclassified to conform to the 2003 presentation.
(2) INVESTMENTS
The amounts recorded as investment in unconsolidated entities relate
to the Company's direct and former indirect investment in APIC.
Kaanapali Land remains obligated under certain circumstances to fund
costs related to the settlement agreement with the ERS described below. In
May 2003, the Company funded $283 toward these obligations and in July 2003
the Company funded an additional $591. Remaining funding obligations are
currently estimated to be approximately $600. A portion of the
aforementioned amounts is anticipated to be reimbursed by AFLP under the
Funding Agreement entered into by Kaanapali Land, AFLP and certain other
affiliated entities in October 2002. An additional approximate $1,200 is
expected to be paid or distributed to former bargaining unit and non-
bargaining unit employees should the foreclosure be consummated. The
Company continues to record its investment in unconsolidated entities due
to its potential funding obligations and because the Company is awaiting
final consummation of the ERS settlement agreement. Upon resolution of
these matters, the Company expects to record a gain on disposition of its
investment for financial reporting purposes to the extent of its investment
in unconsolidated entities.
See Footnote 8 for additional discussion.
(3) LAND SALES AND MORTGAGE RECEIVABLE
On January 31, 2003, an option to purchase Lot 2 (an approximate 11.5
acre site in the North Beach area of Kaanapali) was exercised. A non-
refundable payment was made for $2 million (before closing costs and
prorations). The remainder of the purchase price is secured by a note due
March 31, 2004 for approximately $14.4 million, a portion of which is
subject to adjustment based on the number of units approved for
construction on the site.
The Company is recording the sale under the cost recovery method of
accounting. The full note has been recorded, offset by the entire deferred
gain which will be recognized once cash receipts from the purchaser exceed
the cost of the property.
(4) MORTGAGE AND OTHER NOTES PAYABLE
Each component of the Company's mortgage and other notes payable was
entered into by the separate operating subsidiaries of the Company and
generally places certain specified restrictions on the transfer of an
individual subsidiary's assets, as well as on the use of proceeds generated
from operations and the sales of such assets.
The Waikele Golf Course debt, secured by the Waikele Golf Course, had
an original principal balance of $8,500, an interest rate of LIBOR plus
3.75%, principal amortization based on a 25-year amortization schedule and
a maturity date of December 1, 2006. The loan has certain cash flow and
other financial covenants.
As a result of insufficient cash flow, as defined, from the operations
of the golf course, the lender has required that operating cash flow after
debt service, as defined, be placed with them as a deposit. For the period
April to June 2003, $78 has been remitted to the lender. Subject to future
operations, such deposit will be either returned or used to pay-down the
principal balance of the loan.
In December 1996, Oahu MS, a wholly-owned subsidiary of Kaanapali
Land, obtained a $10,000 loan facility from City Bank. The loan, which had
been extended through December 1, 2000 with certain modifications, is
secured by a mortgage on certain property at the Oahu Sugar mill-site (the
sugar plantation was closed in 1995). Such extended loan bore interest at
the bank's base rate plus 1.25%. In January 2001, Oahu MS reached an
agreement with the Bank for an extension until December 1, 2001 with a
principal payment of $150 upon execution of the agreement leaving a
remaining outstanding principal balance of $2,850. On December 1, 2001,
Oahu MS reached an agreement with the bank for an additional extension
until March 1, 2002. On June 28, 2002, City Bank and Oahu MS entered into
an agreement extending the loan for an additional nine months to December
1, 2002 at City Bank's base rate plus 2%. On the maturity date, Oahu MS
did not pay the balance due. On January 2, 2003, City Bank filed a
complaint for foreclosure. In January 2003, Oahu MS and City Bank
commenced settlement discussions. Although City Bank argues that no
agreement has been reached between the two parties, Oahu MS contends that a
valid and enforceable settlement agreement has been reached as to all
material terms providing for a modification and extension of the terms of
the loan in question. City Bank terminated negotiations regarding the form
of the Loan Modification and Extension Agreement on March 10, 2003. Oahu
MS does not have the funds necessary to pay the remaining balance of the
loan without sale of the remaining mill site land. If such loan cannot be
further extended, it would likely result in Oahu MS no longer having an
ownership interest in the property. Without regard to any offsetting
claims asserted by Oahu MS as described above, as this mortgage loan is a
recourse obligation of Oahu MS, any deficiency remaining on such loan upon
consummation of a foreclosure would continue to be a liability of Oahu MS.
The net book value of the mill site land securing the loan is less than the
outstanding balance of the indebtedness.
(5) RENTAL ARRANGEMENTS
The Company has rented, as lessee, various land, facilities and
equipment under operating leases. Most land leases provided for renewal
options and minimum rentals plus contingent payments based on revenues or
profits. Certain leases where Debtors were the lessee were rejected
pursuant to the Plan, which reduced any pre-Petition Date and prospective
liability of the Company for them to claims that were allowed under the
Plan, if entitled to distributions of cash or Class A Shares of Kaanapali
Land as provided in the Plan.
(6) EMPLOYEE BENEFIT PLANS
(a) PENSION PLANS
The Company participates in a defined benefit pension plan that covers
substantially all its eligible employees. The Plan is sponsored and
maintained by Kaanapali Land in conjunction with other plans providing
benefits to employees of Kaanapali Land and its affiliates.
(b) RETIREE HEALTH AND LIFE INSURANCE BENEFITS
In addition to providing pension benefits, AHI and certain of its
affiliates currently provide certain healthcare and life insurance benefits
to certain eligible retired employees. Where such benefits are offered,
substantially all employees may become eligible for such benefits if they
reach a specified retirement age while employed by AHI (or the applicable
affiliate) and if they meet a certain length of service criteria. The
postretirement healthcare plan is contributory and contains cost-sharing
features such as deductibles and copayments. However, these features, as
they apply to bargaining unit retirees, are subject to collective
bargaining provisions of a labor contract between each such entity and the
International Longshoremen's & Warehousemen's Union as they may have been
amended or settled through agreements or memoranda executed with the union
at about the time each operating facility was closed. The postretirement
life insurance plan is non-contributory.
Each relevant entity continues to fund benefit costs for both plans on
a pay-as-you-go basis, and each entity expects to continue funding its
post-retirement health care obligations until the end of 2004, which is a
date on or after the date when its legal "Maintenance of Effort" obligation
relative to the health care portion expires. These entities believe that
they generally have no obligation to continue the post-retirement life
insurance benefits, and most intend to terminate such benefits effective at
the end of 2003. Kaanapali Land has not assumed any obligation to fund the
cost of these benefits on behalf of any of its affiliates. Unrecognized
net actuarial gain related to the reduction in the post-retirement life and
medical benefits as a result of the expected termination of the benefits at
the end of 2003 and 2004, respectively, is being recognized ratably as a
reduction of costs at June 30, 2003.
(7) INCOME TAXES
U.S. Federal tax return examinations have been completed for years
through 1997. The Company believes adequate provisions for income tax have
been recorded for all years. The Company's Federal tax returns for the
periods 1998-2000 are currently being examined. The statutes of
limitations with respect to the Company's tax returns for 1998 through 2002
remain open.
(8) COMMITMENTS AND CONTINGENCIES
Material legal proceedings of the Company are described below. Unless
otherwise noted, the parties adverse to the Company in the legal
proceedings described below have not made a claim for damages in a
liquidated amount and/or the Company believes that it would be speculative
to attempt to determine the Company's exposure relative thereto, and as a
consequence believes that an estimate of the range of potential loss cannot
be made. In proceedings filed prior to the Petition Date where a Debtor is
a defendant, such proceedings were stayed as against such Debtor by the
filing of the Reorganization Case. Those proceedings may now continue
since the Plan Effective Date has occurred so long as the plaintiffs
therein filed timely claims under the Plan. However, any judgments
rendered therein would be subject to the distribution provisions of the
Plan, which would in most cases result in the entitlement of such claims to
proceeds that are substantially less than the face amount of such
judgments. Any claims that were not filed on a timely basis under the Plan
have been discharged by the Bankruptcy Court and thus the underlying legal
proceedings should not result in any liability to the Debtors. Proceedings
against subsidiaries or affiliates of Kaanapali Land that are not Debtors
were not stayed by the Plan and may proceed.
The Borrowers have been engaged in settlement negotiations with ERS
since 2000, which negotiations have resulted in the execution of the ERS
Settlement Agreement in March 2003. Although the Borrowers believe that
the transactions contemplated by the ERS Settlement Agreement will be
consummated during the third quarter of 2003, the ERS Settlement Agreement
is subject to contingencies. However, the most important remaining
contingency (apart from the closing itself) was removed on August 5, 2003,
when the state court entered an order and judgment confirming the sale to
ERS in foreclosure pursuant to the auction held in June 2003, for a bid
price of $60,000. Assuming no appeals of such order and judgment are filed
and no other remaining contingencies prevent the consummation of the
settlement agreement, such foreclosure sale and the consummation of the
settlement agreement are expected to occur during September 2003. As a
consequence of such contingencies, there can be no assurance as to the
consummation of such settlement agreement. Consummation of the ERS
Settlement Agreement and the transactions contemplated therein would
provide the Company with easements and other rights that it considers
adequate for the development or sale of certain of its land assets, but
would also result in the Company having no further interest in the RKGC.
In October 2002, in anticipation of the finalization of the ERS
Settlement Agreement, Kaanapali Land, AHI and certain related entities
entered into a Funding Agreement (the "Funding Agreement") with APIC, AFI
and AFI's parent, Amfac Finance Limited Partnership ("AFLP") that specifies
how amounts paid by Kaanapali Land as "Funding Entity" under such
settlement agreement will be treated. Kaanapali Land was willing to enter
into the Funding Agreement because, among other things, the ERS had
threatened to file a significant claim (in an amount that has not been
specified by ERS) in the Reorganization Case against the Borrowers who are
Debtors, which claim, if allowed in whole or significant part would likely
cause a material adverse impact on the Company and its prospects for
successfully implementing the Plan. Although the Debtors believe that any
such claim would be without merit, either in whole or substantial part,
there could be no assurance that it would not ultimately be allowed in a
significant amount. The existence of the Funding Agreement made it
possible to enter into the ERS Settlement Agreement, which in turn has
significantly reduced, if not eliminated, the risk that any such claim will
be filed by ERS under the Plan. Generally, 1/6 of the funded amounts shall
be treated as capital contributions to AHI and Pioneer Mill and then to
APIC, on account of their respective stock ownership in APIC. The
remaining 5/6 of such amounts shall be treated as a loan by Kaanapali Land
to AFLP, which will then be treated as having been contributed by AFLP,
through AFI, to APIC on account of AFI's stock ownership in APIC. The
ability of AFLP to reimburse Kaanapali Land for such loan amounts depends
on the recovery by AFLP of a judgment it has obtained in certain litigation
that is unrelated to the Company. There can be no assurance that AFLP will
ultimately realize on such judgment or that it will obtain proceeds
relative thereto or otherwise in an amount sufficient to satisfy the loan
from Kaanapali Land.
Concurrently with the execution of the ERS Settlement Agreement, APIC
entered into a mutual release agreement with the union representing the
bargaining unit employees employed by APIC at the time the receivership
commenced. Such agreement shall, upon consummation of the ERS Settlement
Agreement, result in certain amounts being paid or distributed to such
employees in return for releases by each of them and the union in favor of
APIC and the Company. APIC intends to handle its former non-bargaining
unit employees employed at the RKGC at such time in substantially the same
manner. However, there can be no assurance that such settlement will be
consummated, nor that all eligible former employees will take advantage of
it. The total amount estimated to be paid to APIC's former employees as a
consequence of such settlement is approximately $1.24 million.
In connection with the Reorganization Case, the ERS, the Debtors and
APIC, during the third quarter of 2002, entered into a Stipulation approved
by the Bankruptcy Court, which as amended from time to time and approved by
the Bankruptcy Court since originally entered, among other things,
currently (i) provides for an extension of the bar date by which the ERS
must file any claims it may have against any of the Debtors until five (5)
business days after written notice from the Debtors and (ii) reserves the
rights of the ERS and the Debtors with respect to objections that the ERS
may have to the treatment of its claims under the Plan and further provides
that such objections, if asserted, will be resolved by the Bankruptcy Court
following confirmation of the Plan in the manner as set forth in the
Stipulation. The consummation of the ERS Settlement Agreement would result
in the release and waiver of any claims that the ERS might have against the
Debtors in the Reorganization Case.
On September 20, 1996, Oahu Sugar Company, LLC, successor by merger to
Oahu Sugar Company, Limited ("Oahu Sugar") and a subsidiary of Kaanapali
Land, filed a lawsuit, Oahu Sugar v. Walter Arakaki and Steve Swift, Case
No. 96-3880-09, in the Circuit Court of the First Circuit, State of Hawaii.
In the lawsuit, Oahu Sugar, which is a Non-Debtor AHI Subsidiary, alleged
that it entered into an agreement to sell to defendants certain sugar cane
processing equipment at Oahu Sugar's sugar cane mill in Waipahu. Oahu
Sugar alleged that defendants failed to timely dismantle and remove the
equipment, as required by the agreement, and that defendants were obligated
to pay Oahu Sugar rent for the area occupied by the equipment beyond the
time provided for by the parties. Oahu Sugar further alleged that it
provided notice to defendants that Oahu Sugar was entitled to treat the
equipment as abandoned property and to sell the equipment, because the
equipment had not been removed from the property in a timely fashion, as
required by the parties' agreement. In its complaint, Oahu Sugar sought,
among other things, declaratory relief that it was entitled to treat the
equipment as abandoned, damages for breach of contract, and rent under an
unjust enrichment theory.
Defendants filed an answer, as amended, denying the substantive
allegations of Oahu Sugar's complaint and asserting various affirmative
defenses. In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar. In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment. In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.
Oahu Sugar's declaratory relief claim was settled in advance of trial.
Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims. The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict. On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2.6 million in damages on their counterclaim. On March 2,
2000, the trial court entered a judgment against Oahu Sugar for the $2.6
million in damages awarded by the jury. In addition, the trial court
awarded counterclaimants $751 thousand in attorneys' fees, $28 thousand in
costs and $866 thousand in prejudgment interest. Oahu Sugar's post trial
motions for judgment as a matter of law and for a new trial were denied.
Oahu Sugar filed a notice of appeal. The defendants began efforts to
collect the amounts awarded to them. Defendants caused garnishee summons
to be issued to various affiliated and unaffiliated entities. The
defendants scheduled a debtor's examination for August 23, 2000 which was
not concluded. The Hawaii Supreme Court scheduled the case for an
appellate conference and mediation that was unsuccessful. Then, on
January 3, 2001, the Hawaii Supreme Court entered an order dismissing the
appeal. The Supreme Court held that it lacked jurisdiction over the appeal
because the judgment entered on March 2, 2000 was legally defective in that
it did not identify the claim for which judgment was entered or dismiss all
of the other claims and counterclaims of the parties. In light of the
order of the Hawaii Supreme Court, the parties filed legal briefs before
the trial court to have the court determine, among other things, whether a
corrected judgment consistent with the jury verdict may be entered as of
March 2, 2000 or a new judgment order is required. After hearing the
arguments of the parties, on March 19, 2001, the trial court ruled that it
would not enter a corrected judgment as of March 2, 2000 and that a new
judgment order will be required. On April 12, 2001, the court entered the
new judgment order on the counterclaims providing for the payment of
approximately $2.6 million in damages, $730 thousand in attorneys' fees,
$28 thousand in costs, $867 thousand in prejudgment interest, and
additional prejudgment interest from January 20, 2000 through April 12,
2001. From and after entry of the order, post-judgment interest will
accrue on the unpaid balance at the statutory rate of ten percent per annum
until paid in full. Oahu Sugar is pursuing an appeal and the opposing side
has filed a cross appeal seeking further relief on any potential retrial of
the matter. The case is fully briefed and awaits a decision by the Hawaii
Supreme Court. Oahu Sugar continues to believe that it is entitled to
affirmative relief on its complaint and that it has meritorious defenses to
the counterclaim that it has pursued on appeal. The Company, however, can
provide no assurances that it will be successful in obtaining affirmative
relief or overturning the verdict against Oahu Sugar. This verdict, if
upheld, could have a material adverse effect on the Oahu Sugar's financial
condition.
On or about December 15, 2000, Oahu Sugar and Oahu MS Development
Corp. ("Oahu MS", f/k/a Amfac Property Development Corp.), subsidiaries of
Kaanapali Land, among others, were named in a lawsuit entitled Walter
Arakaki and Steve Swift v. Oahu Sugar Company, Limited et al, Civil No. 00-
1-3817-12, and filed in the Circuit Court of the First Circuit of Hawaii.
In the complaint, as amended, plaintiffs seek a declaration that certain
conveyances of real estate made by Oahu Sugar or Oahu MS, since December
1996, were allegedly fraudulent transfers made in violation of the common
law, the Hawaii fraudulent transfer act, and rights which they claim arose
in connection with the claims they filed in Oahu Sugar v. Walter Arakaki
and Steve Swift, Case No. 96-3880-09, discussed above (hereinafter,
"underlying matter"). Plaintiffs seek, among other things, injunctive and
declaratory relief, compensatory damages, punitive damages, orders of
attachment against sales proceeds, voidance of certain transfers,
foreclosure and other remedies in connection with various transfers of real
estate made by Oahu Sugar to Oahu MS the Young Men's Christian Association
of Honolulu ("YMCA"), and the Filipino Community Center, Inc. ("FCC"),
among others, all over the years 1996-2000. Although the amount of damages
sought in this case are unspecified, the case arises in connection with the
plaintiffs' efforts to realize on their judgment in the earlier action
against Oahu Sugar described above. The YMCA and FCC have also been named
defendants in this action and have filed cross-claims for relief against
Oahu Sugar and Oahu MS for alleged breach of warranty of title, indemnity
and contribution in connection with their respective transactions, and
seeking, among other things, damages, attorneys' fees, costs, and
prejudgment interest. Oahu Sugar and Oahu MS have filed answers to the
complaint, as amended, and the cross-claims. On May 3, 2001, plaintiffs
filed an amended complaint dropping the remedy of foreclosure in connection
with certain property transferred to the YMCA and adding various
allegations including, without limitation, allegations regarding the final
judgment entered in the underlying matter. The case is proceeding and is
set for mediation in August 2003 and for trial in April 2004. Oahu Sugar
and Oahu MS believe they have meritorious defenses and intend to pursue
their defenses vigorously. However, there can be no assurances that this
case, when once adjudicated, will not have a material adverse effect on the
financial condition of Oahu Sugar or Oahu MS.
The Company believes that Oahu Sugar has meritorious defenses to the
above referenced pending lawsuits that continue to be pending and Oahu
Sugar will defend itself vigorously. However, as Oahu Sugar is
substantially without assets to satisfy any material existing or future
judgment, there can be no assurances that these cases (or any of them), if
adjudicated in a manner adverse to Oahu Sugar, will not have a material
adverse effect on the financial condition of Oahu Sugar.
On October 23, 2002, Oahu MS was named in a civil action entitled City
Bank v. Amfac Property Development Corp., et al, pending in the Circuit
Court of the First Circuit, State of Hawaii, Civil No. 02-2494-10. In this
case, plaintiff seeks injunctive relief and declaratory relief to cease
actions preventing City Bank and its consultants from gaining access to the
mortgaged property for environmental testing. In addition, the complaint
seeks unspecified damages as may be shown at trial, costs, interest and
reasonable attorneys' fees, and such other further relief as the Court
awards. Although plaintiff filed a Motion for Preliminary Injunction, no
hearing was held on the motion. A stipulation for dismissal without
prejudice was entered on July 9, 2003.
On January 2, 2003, Oahu MS was named in a civil action entitled City
Bank v. Amfac Property Development Corp., et al, pending in the Circuit
Court of the First Circuit, State of Hawaii, Civil No. 03-1-0005-01. In
this case, plaintiff seeks foreclosure of property owned by Oahu and
encumbered by a mortgage in favor of Plaintiff. City Bank made a $10.0
million loan to APDC under a loan agreement dated December 18, 1996. City
Bank claims that as a result of alleged defaults, the entire amount of the
presently unpaid obligations under the loan documents is due and remains
due and payable. It alleges that the amount due as of December 2, 2002 is
$2,873 plus a per diem charge of $1 accruing on the unpaid principal, until
payment is made and/or interest changes, plus advances and expenses
incurred in connection with the action. In its complaint, City Bank seeks
all amounts allegedly due and owing to City Bank, together with legal
interest thereafter to accrue thereon and all advances, costs and
attorneys' fees; a foreclosure decree and sale; the appointment of a
receiver to conduct an environmental audit on a specified portion of the
secured property and to collect rents being paid on a portion of the
mortgaged properties; the entry of an order of deficiency against APDC to
the extent such exists after sale with execution to follow thereon; and
such other relief as the court may deem proper. This action has been
consolidated with Walter Arakaki and Steve Swift v. Oahu Sugar Company,
Limited, et. al. Civil No. 00-1-3817-12. Together with the Complaint, City
Bank filed a Motion for Appointment of Receiver alleging that it is
entitled to have a receiver appointed for an environmental audit on the
mortgaged property and collection of all net rental income assigned to City
Bank. With regard to the assignments, on June 28, 2002, Oahu MS and City
Bank executed three assignments of net rental income as security for the
loan Oahu MS had obtained from City Bank in 1996 ("Assignments"). Two of
the Assignments pertained to leases with the Trustees Under the Will and of
the Estate of Bernice Pauahi Bishop, Deceased, also known as Kamehameha
Schools ("Trustees"): Lease Number 24,710 ("Bougainville Assignment"), and
Lease Number 24,720 ("Halawa Assignment"). The third Assignment pertained
to leases with Queens's Hospital located on Bougainville Industrial Park
and the Halawa Light Industrial Park ("Queen's Assignment"). The three
Assignments gave City Bank certain rights in the net rental income derived
from each of the properties. This motion was granted.
The parties commenced settlement discussions in January 2003.
Although City Bank argues that no agreement has been reached between the
two parties, Oahu MS contends that a valid and enforceable settlement
agreement has been reached as to all material terms providing for a
modification and extension of the terms of the loan in question.
On May 12, 2003, City Bank filed a motion for partial summary judgment
against all defendants and interlocutory decree of foreclosure and for
entry of final judgment pursuant to Hawaii Rules of Civil Procedure 54(b),
seeking foreclosure on the Assignments. The motion was granted at the
hearing on June 16, 2003, although no order has yet been filed.
Soon thereafter, on June 5, 2003, Trustees filed a motion to intervene
in order to assert their interests in the rental income from the Halawa and
Bougainville Assignments. Trustees' Motion was granted on July 23, 2003,
and Trustees filed their answer to complaint in this action on July 24,
2003, with a Cross-Claim against Oahu MS.
Recently, Trustees, City Bank and Oahu MS reached agreement on the
terms of a stipulation pertaining to the receivership. Mediation of this
and the consolidated matter is set for late August 2003.
On June 3, 2003, Trustees filed a Complaint against Oahu MS and City
Bank in TRUSTEES UNDER THE WILL AND THE ESTATE OF BERNICE PAUGAHI BISHOP,
DECEASED, ALSO KNOWN AS KAMEHAMEHA SCHOOLS V. AMFAC PROPERTY DEVELOPMENT
CORP., ET AL, in the Circuit Court of the First Circuit, State of Hawaii,
Civil No. 03-1-1154-05, seeking, among other things, cancellation of its
leases with APDC (the leases are the subject matter of the Halawa and
Bougainville Assignments discussed above), collection of unpaid net rents
on the leases, and appointment of a receiver to collect future subrents
under the subleases. Concurrent therewith, Trustees filed a motion for
appointment of receiver. Oahu MS filed its answer on June 24, 2003.
On July 2, 2003, Oahu MS filed a demand for arbitration of Trustees'
claims with the American Arbitration Association ("AAA"), and on July 3,
2003, APDC filed a motion to dismiss, or in the alternative, to stay
plaintiffs' complaint pending arbitration. On July 2, 2003, Trustees filed
a motion for partial summary judgment against all defendants. Both motions
were set to be heard on August 11, 2003. Prior to that date, however, the
Court informally advised the parties that it would likely enforce the
arbitration provisions contained in the leases, and the parties thereafter
reached agreement on a stipulation staying the case pending arbitration.
On or about February 23, 2001 Kekaha Sugar Co., Ltd., a subsidiary of
Kaanapali Land, received a letter from the Hawaii Department of Health
("HDOH") assigning the Kekaha Sugar Co., Ltd. site a high priority status
based on HDOH's review of available environmental data. In the letter,
HDOH identified five major areas of potential environmental concern
including the former wood treatment plant, the herbicide mixing plant, the
seed dipping plant, the settling pond, and the Kekaha Sugar Mill. While
setting forth specific concerns, the HDOH reserved the right to designate
still further areas of potential concern which might require further
investigation and possible remediation. HDOH further reserved the right to
modify its prioritization of the site should conditions warrant. The
assignment of the high priority status will likely result in a high degree
of oversight by the HDOH as the issues raised are studied and addressed.
Kekaha Sugar Co., Ltd. has responded to the letter. The United States
Environmental Protection Agency performed a visual inspection of the
property and indicated there will be some testing performed. HDOH has
performed some testing at the site and results are pending. Kekaha Sugar
Co., Ltd. is substantially without assets and further pursuit of this
matter by HDOH could have a material adverse effect on the financial
condition of Kekaha Sugar Co., Ltd.
On or about February 23, 2001, Lihue Plantation received a similar
letter from the HDOH assigning the LPCo site a high priority status based
on HDOH's review of available environmental data. In the letter, HDOH
identified four major areas of potential environmental concern including
the Lihue Plantation herbicide mixing plant, the seed dipping plant, the
settling pond and the Lihue Sugar Mill. While setting forth specific
concerns, the HDOH reserved the right to designate still further areas of
potential concern which might require further investigation and possible
remediation. HDOH further reserved the right to modify its prioritization
of the site should conditions warrant. As noted above, the high priority
assignment will likely result in a high degree of oversight by the HDOH as
the issues raised are studied and addressed.
Oahu MS has discovered chlorinated solvents in the groundwater at the
former Oahu Sugar Waipahu Sugar Mill site. The contamination does not
appear in high concentrations. Oahu MS' recommendation for remediation
using hydrogen-releasing compounds has been rejected by the HDOH. Oahu MS
may have to do further work at the site. At this point, Oahu MS is unable
to identify with certainty the treatment options, if any, that the HDOH may
require or approve for the site, or the costs of same.
Pioneer Mill is engaged in an ongoing cleanup arising out of the
discovery of petroleum contamination found at the Pioneer Mill site. The
Pioneer Mill site has been assigned a high priority and the HDOH has shown
an interest in the environmental conditions relating to or arising out of
the former operations of Pioneer Mill. These issues will have to be
addressed as they are raised. Currently, Pioneer Mill has received a
report on the results of environmental testing conducted on the site by the
United States Environmental Protection Agency and HDOH. Pioneer Mill is
currently making arrangements to address the issues evidenced by the test
results.
As a result of an administrative order issued to Oahu Sugar by the
Hawaii Department of Health, Order No. CH 98-001, dated January 27, 1998,
Oahu Sugar is currently engaged in environmental site assessment of lands
it leased from the U.S. Navy and located on the Waipio Peninsula. Sampling
is underway and the investigation is otherwise still in its preliminary
stages. Oahu Sugar has submitted a Remedial Investigation Report to the
HDOH. The HDOH has provided comments which indicate additional testing may
be required.
The IRS filed a claim in the bankruptcy proceedings in the aggregate
amount of approximately $20,600 for taxes, interest and penalties related
to the years 1998-2000. The Company has contacted the IRS to request that
it withdraw its claim due to the fact that the Plan leaves the IRS
unimpaired relative to any taxes that may be due. The Company has entered
into a stipulation with the IRS to such effect which was filed with the
bankruptcy court in August 2003 for hearing during the third quarter 2003.
In any event, the IRS audit of the period covered by the claim is in its
preliminary stages and no deficiencies in taxes have been proposed by the
auditors. The Company intends to dispute vigorously any IRS claim for
additional taxes, whether asserted by means of the claim filed in the
bankruptcy proceeding, arising in the pending audit, or in future audits.
However, there can be no assurance that the Company will be successful in
such defense and, although the Company has reserved for potential tax
liabilities on its financial statements, to the extent that the Company is
unsuccessful in defending against any such claims, either in the bankruptcy
court or in connection with the IRS audits, the amount for which the
Company could be liable could have a material adverse effect on the
Company, given its relatively modest cash position.
EC Managers, Inc., a subsidiary of Kaanapali Land, and general partner
of EC Partners, L.P., formerly known as Arvida/JMB Partners, L.P.-II (the
"Partnership"), has been named a defendant in a lawsuit filed on January
11, 1996 in the Circuit Court in and for the Eighteenth Judicial Circuit,
Seminole County, Florida entitled Land Investment I, Ltd., Heathrow Land &
Development Corporation, Heathrow Shopping Center Associates and Paulucci
Investments v. Arvida/JMB Managers-II, Inc., Arvida/JMB Partners, L.P.-II,
Arvida Company and JMB Realty Corporation, Case No. 96-62-CA-15E. The
complaint, as amended, includes counts for breach of the management
agreement, fraud in the inducement and conspiracy to commit fraud in the
inducement, breach of the Heathrow partnership agreement and constructive
trust in connection with the purchase and management of the Heathrow
development. Plaintiffs seek, among other things, unspecified compensatory
damages, punitive damages, prejudgment interest, attorneys' fees, costs,
and such other relief as the Court deems appropriate. Substantial fact
discovery has been conducted to date and the defendants expect further
substantial discovery, both of fact and expert witnesses, to take place.
On June 24, 1999, the Court granted partial summary judgment in favor
of the plaintiffs against Arvida Company, finding that Arvida Company owed
plaintiffs a fiduciary duty as a broker and advisor under the management
agreement. The ruling did not reach the issue of the statute of
limitations defense nor whether any such duties were owed in connection
with the Partnership's acquisition of an interest in the Heathrow
development through the Heathrow partnership.
Trial of this case is expected in November, 2003.
Kaanapali Land, as successor by merger, and D/C Distribution, a
subsidiary of Kaanapali Land, have been named as defendants in personal
injury actions allegedly based on exposure to asbestos. There are
approximately 110 cases against such subsidiary that are pending on the
mainland and are alleged based on such subsidiary's prior business
operations. Each company believes that it has meritorious defenses against
these actions, but can give no assurances as to the ultimate outcome of
these cases. In the case of the subsidiary, there can be no certainty that
such subsidiary will be able to satisfy all of its liabilities for these
cases. As the subsidiary is without assets to satisfy any material
existing or future judgments, there can be no assurances that these cases
(or any of them), if adjudicated in a manner adverse to the subsidiary,
will not have a material adverse effect on the financial condition of such
subsidiary. Kaanapali Land does not believe that it has liability,
directly or indirectly, for such subsidiary's obligations.
Other than as described above and the Reorganization Case as described
above, the Company is not involved in any material pending legal
proceedings, other than ordinary routine litigation incidental to its
business. The Company and/or certain of its affiliates have been named as
defendants in several pending lawsuits. While it is impossible to predict
the outcome of such routine litigation that is now pending (or threatened)
and for which the potential liability is not covered by insurance, the
Company is of the opinion that the ultimate liability from any of this
litigation will not materially adversely affect the Company's consolidated
results of operations or its financial condition.
(9) CALCULATION OF NET INCOME PER SHARE
The following tables set forth the computation of net income (loss)
per share - basis and diluted:
Six Months Ended
June 30,
----------------------
2003 2002
---------- ----------
(Amounts in thousands
except per share amounts)
NUMERATOR:
Net loss. . . . . . . . . . . . . . . . . . . $ (2,342) (176)
========== ==========
DENOMINATOR:
Denominator for net income (loss) per
share - basic and diluted. . . . . . . . . . $ 1,863 4
========== ==========
Net loss per share - basic and diluted. . . . $ (1.26) (44)
========== ==========
(10) SUBSEQUENT EVENTS
On August 5, 2003, the Company ("Seller") closed the sale of Lot 4 (an
approximate 40 acre site in the North Beach area of Kaanapali) for a
purchase price of $33,000. $16,000 of the purchase price was paid in cash
(before closing costs and prorations) at closing and the balance was
delivered in the form of a promissory note in the original principal amount
of $17,000. The promissory note is secured by a first mortgage encumbering
Lot 4, and it is due on the earlier to occur of (i) August 4, 2006, or (ii)
sixty days following the issuance by the County of Maui of certain
entitlements for the development of any portion of Lot 4. The note bears
interest at the rate of 8% per annum from August 5, 2003 through and
including August 4, 2005. From August 5, 2005 until paid, the note bears
interest at the rate of 10% per annum. Interest payments are to be paid
monthly. The Company expects to recognize approximately $13,400 of gain
for financial reporting purposes.
Certain access easement rights have been granted to the purchaser over
the adjacent parcel (Lot 3) that is owned by the Company and the Company
has agreed to pay a portion of the cost of the access road. The Company
has also agreed to make available to the purchaser up to 55,000 cubic yards
of fill to be used on Lot 4 or Lot 3 if the purchaser exercises its option,
as discussed below. Under certain circumstances, an affiliate of Kaanapali
Land may be required to make additional land fill available to the
purchaser.
At closing, the Company also granted to the purchaser an option to
purchase Lot 3, which expires two years after the closing date on Lot 4.
The option price consists of a base price of $22,500, which is subject to
potential adjustment upward depending on the number of units permitted to
be developed on Lot 3 and Lot 4, and also an adjustment for inflation if
the option is exercised after January 1, 2005. There can be no assurance
that such option will be exercised or the timing thereof.
ADJUSTMENTS
In the opinion of the Company, all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation have been
made to the accompanying figures as of June 30, 2003 and for the six months
ended June 30, 2003 and 2002. Operating results for the six months ended
June 30, 2003 are not necessarily an indication of results that may be
expected for the year ended December 31, 2003.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
General
In addition to historical information, this Report contains forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations about its businesses and the markets in which the Company
operates. Such forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties or other
factors which may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Actual operating results may be affected by various factors including,
without limitation, changes in national and Hawaiian economic conditions,
competitive market conditions, uncertainties and costs related to the
imposition of conditions on receipt of governmental approvals and costs of
material and labor, and actual versus projected timing of events all of
which may cause such actual results to differ materially from what is
expressed or forecast in this report.
Pursuant to the terms and conditions of the Plan and except as
otherwise determined in compliance with the Plan or the Order, the Debtors
shall continue to exist after the Plan Effective Date as separate legal
entities. Except as otherwise provided in the Order or the Plan, the
Debtors have been discharged from all claims and liabilities existing
through the Plan Effective Date. As such, all persons and entities who had
receivables, claims or contracts with the Debtors that first arose prior to
the Petition Date and have not previously filed timely claims under the
Plan or have not previously reserved their right to do so in the
Reorganization Case are precluded from asserting any claims against the
Debtors or their assets for any acts, omissions, liabilities, transactions
or activities that occurred before the Plan Effective Date.
On November 14, 2002, pursuant to the Plan, all of the AHI Debtors
executed and delivered to Kaanapali Land a certain Secured Promissory Note
in the principal amount of $70 million. Such note matures on October 31,
2011 and carries an interest rate of 3.04% compounded semi-annually. The
note, which is prepayable, is secured by substantially all of the real
property owned by the AHI 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 AHI
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 AHI). Although such Senior Indebtedness and COLA
Notes were discharged under the Plan, the Guarantees of the Non-Debtor AHI
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 AHI
Subsidiaries under the Guarantees. Under the Plan, the obligations of the
Non-Debtor AHI Subsidiaries under such Guarantees were assigned by the
holders the Senior Indebtedness and COLA Notes to Kaanapali Land on the
Plan Effective Date. Kaanapali Land has notified each of the Non-Debtor
AHI 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 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. 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.
Those persons and entities that were not affiliated with Northbrook
and were holders of COLAs (Certificate of Land Appreciation Notes) on the
date that the Plan was confirmed by the Bankruptcy Court, and their
successors in interest, are expected to represent approximately 9.5% of the
ownership of the Company when all distributions under the Plan are
completed. The COLAs were originally issued in 1988 for approximately $385
million. The net proceeds from the COLAs were applied toward the purchase
of the net assets of Amfac Hawaii. As of the time of the bankruptcy filing,
the COLAs were reduced to approximately $142 million including accrued
interest (including those held by Northbrook and its affiliates).
Approximately $112 million of such amount represented COLAs held by non-
affiliates that were entitled to cash or Class A Shares of the Company.
The primary business of Kaanapali Land is the land development of the
Company's assets on the Island of Maui. The Kaanapali 2020 development
plan will take many years at significant expense to fully implement,
although the material portion of such anticipated expenses are not
currently subject to any contractual commitments.
As of August 18, 2003, the Company had cash of approximately $24,700,
(including approximately $15.4 million from the proceeds of the Lot 4 sale
in August 2003) which is available for working capital requirements,
including future operating expenses, and the Company's obligations for
Kaanapali 2020 development costs, environmental remediation costs,
including those on former mill-sites, other potential environmental costs,
costs pursuant to the ERS settlement agreement, retiree medical insurance
benefits (which are generally expected to be paid through the end of 2004),
and existing and possible future litigation. Reference is made to the
footnotes to the financial Statements. 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's current indebtedness includes an $8.4 million mortgage
loan secured by the Waikele Golf Course which has a maturity date of
December 1, 2006, with an interest rate of 6.75% per annum at December 31,
2002. The Company currently expects to service and ultimately refinance
such loan in the ordinary course of business. Oahu MS, a subsidiary of
Kaanapali Land, is also the borrower under a $2.8 million mortgage loan
which had been due and payable since December 1, 2002. At its maturity,
this loan carried an interest rate of 6.29% per annum; however, the lender
asserts that interest continues to accrue at the default rate of 18% per
annum from and after such maturity date. The Company and the lender have
engaged in negotiations regarding a possible further extension of the loan,
which resulted in a dispute between the parties concerning whether a valid
and enforceable settlement agreement resulted therefrom. Oahu MS does not
have the funds necessary to pay the remaining balance of the loan. If such
loan cannot be further extended or otherwise settled it would likely result
in Oahu MS no longer having an ownership interest in the property. The
lender has commenced foreclosure proceedings that would lead to such result
if the foreclosure were consummated.
Although the Company does not currently believe that it has any
liquidity problems over the near term, should the Company be unable to
satisfy its liquidity requirements from proceeds of land sales 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; and therefore there can be no assurance that
there will be any available financing and a lack of such financing would
have a material adverse effect on the operations of the Company.
RESULTS OF OPERATIONS
Reference is made to the footnotes to the financial statements for
additional discussion of items addressing comparability between years.
Property, net decreased and note receivable, net increased in the
accompanying balance sheets due to the sale of Lot 2.
The accumulated post-retirement benefit obligation decreased due in
part to benefits paid but primarily due to the effect of the expected
termination of the post-retirement life insurance benefits at the end of
2003 and the health care obligations at the end of 2004. Such reductions
have been reflected as a reduction of cost items in the Statement of
Operations.
Interest decreased principally due to the discharge of the COLA's and
the Senior Indebtedness pursuant to the emergence of the Debtors from
bankruptcy in 2002 and the restructuring transactions contemplated by the
Plan.
Depreciation decreased principally due to the cessation of the Kauai
Power Plant operations during the first quarter of 2003.
Restructuring costs for the six months ended June 30, 2002 represent
costs incurred in the bankruptcy process. These costs were aggregated with
liability reductions to recognize the extraordinary gain on reorganization
recorded in the fourth quarter of 2002.
Equity in income from unconsolidated investments in 2002 includes the
Company's share of operations from a hotel property and the gain from the
sale of the interests in the hotel in May, 2002.
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.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of
these financial statements requires management to make estimates and
judgements that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. These estimates are based on historical experience and on
various other assumptions that management believes are reasonable under the
circumstances; additionally management evaluates these results on an on-
going basis. Management's estimates form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Different estimates could be made under
different assumptions or conditions, and in any event, actual results may
differ from the estimates.
The Company reviews its property for impairment of value. This
includes considering certain indications of impairment such as significant
changes in asset usage, significant deterioration in the surrounding
economy or environmental problems. If such indications are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying value, the Company will adjust the carrying value
down to its estimated fair value. Fair value is based on management's
estimate of the property's fair value based on discounted projected cash
flows.
There are various judgments and uncertainties affecting the
application of these and other accounting policies, including the
liabilities related to asserted and unasserted claims and the utilization
of net operating losses. Materially different amounts may be reported
under different circumstances or if different assumptions were used.
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 June 30, 2003.
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 in this report was recorded, processed, summarized and reported
within the time period specified in the applicable rules and form of the
Securities and Exchange Commission for this report.
PART II. OTHER INFORMATION
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.
(1) Previously filed as exhibits to Amfac Hawaii,
LLC's Registration Statement on Form S-1 (as amended)
under the Securities Act of 1933 (File No. 33-24180) and
hereby incorporated by reference.
(b) No reports on Form 8-K were filed during the last quarter
of the period covered by this report.
SIGNATURE
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: Gailen J. Hull
Senior Vice President
Date: August 26, 2003