KAANAPALI LAND LLC (KANP) — 10-K

Filed 2026-03-25 · Period ending 2025-12-31 · 29,666 words · SEC EDGAR

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# KAANAPALI LAND LLC (KANP) — 10-K

**Filed:** 2026-03-25
**Period ending:** 2025-12-31
**Accession:** 0001079973-26-000354
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1230058/000107997326000354/)
**Origin leaf:** c62d22abd5b6d5c1ce8c3f50b064b16680c3fae838fcadbb94374a79a7c466b2
**Words:** 29,666



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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K**
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[X] | 
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Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2025 | |
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or
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[ ] | 
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the transition period from _____ to _____
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Commission file number:0-50273 | |
**Kaanapali Land, LLC**
(Exact name of registrant as specified in its
charter)
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Delaware
(State or other jurisdiction
of incorporation or organization) | 
01-0731997
(I.R.S. Employer Identification No.) | |
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900 N. Michigan Ave., Chicago, Illinois
(Address of principal executive offices) | 
60611
(Zip Code) | |
Registrant's telephone number, including area
code 312-915-1987
Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class | 
Trading Symbol(s) | 
Name of each exchange on
which registered | |
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N/A | 
N/A | 
N/A | |
Securities registered pursuant to Section 12(g)
of the Act:
**Limited Liability Company Interests (Class
A Shares)**
(Title of Class)
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 if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]
1
[(table of contents)](#TableOfContents)
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 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 submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
[ X ] No [ ]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definition of "large accelerated filer," "accelerated filer,""smaller reporting company," and emerging
growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | 
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Accelerated filer | 
[] | 
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Non-accelerated filer | 
[X] | 
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Smaller reporting company | 
[X] | 
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Emerging growth company | 
[] | 
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section13(a) of the Exchange Act.Yes [ ] No [ ]
Indicate by check mark whether the registrant
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. [ ]
If securities are registered pursuant to Section12(b)
of the Act, indicate by checkmark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. [ ]
Indicate by check
mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
[ ]
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.
As of March 25, 2026, the registrant had 1,792,613
Common Shares and 52,000 ClassC Shares outstanding.
Documents incorporated by reference: None
2
[(table of contents)](#TableOfContents)
**Table of Contents**
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Part I | 
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Item 1. | 
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Business | 
4 | |
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Item 1A. | 
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Risk Factors | 
13 | |
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Item 1B. | 
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UnresolvedStaffComments | 
20 | |
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Item 1C. | 
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Cybersecurity | 
20 | |
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Item 2. | 
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Properties | 
21 | |
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Item 3. | 
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Legal Proceedings | 
21 | |
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Item 4. | 
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Mine Safety Disclosures | 
21 | |
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Part II | 
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Item 5. | 
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MarketforRegistrantsCommonEquity,RelatedStockholdersMattersandIssuerPurchases
ofEquitySecurities | 
21 | |
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Item 6. | 
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[Reserved] | 
22 | |
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Item 7. | 
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 
22 | |
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Item 7A. | 
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Quantitative and Qualitative Disclosures About Market Risk | 
28 | |
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Item 8. | 
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Financial Statements and Supplementary Data | 
29 | |
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Item 9. | 
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 
51 | |
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Item 9A. | 
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Controls and Procedures | 
51 | |
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Item 9B. | 
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Other Information | 
51 | |
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Item 9C. | 
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ` | 
51 | |
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Part III | 
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Item 10. | 
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Directors, Executive Officers and Corporate Governance | 
52 | |
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Item 11. | 
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Executive Compensation | 
53 | |
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Item 12. | 
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SecurityOwnershipofCertainBeneficialOwnersandManagementandRelatedStockholderMatters | 
54 | |
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Item 13. | 
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Certain Relationships and Related Transactions, and Director Independence | 
54 | |
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Item 14. | 
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Principal Accountant Fees and Services | 
55 | |
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Part IV | 
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Item 15. | 
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Exhibit and Financial Statement Schedules | 
56 | |
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Item 16. | 
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Form 10-K Summary | 
57 | |
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Signatures | 
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58 | |
3
[(table of contents)](#TableOfContents)
**Part I**
**Item 1. Business**
Kaanapali Land, LLC ("Kaanapali
Land" or the Company), a Delaware limited liability company, operates in two primary business segments: (i) Property
and (ii) Agriculture. The Company operates through a number of subsidiaries, each of which is owned directly or indirectly by Kaanapali
Land.
KLC Land is the direct subsidiary
of Kaanapali Land through which the Company conducts substantially all of its remaining operations. KLC Land conducts substantially all
of its business through various subsidiaries. Those subsidiaries with remaining assets of significant net value include KLC Holding Corp.
("KLC"), Pioneer Mill Company, LLC ("PMC"), and Kaanapali Land Management Corp. ("KLMC" formerly known as
Kaanapali Development Corp.). Kaanapali Land has elected to be taxable as a corporation.
All dollar amounts are in
thousands of dollars unless otherwise noted.
**Project Planning and Development.**
The Company's real estate development approach, for land that it holds for development rather than investment, is designed to enhance
the value of its properties in phases. In most instances, the process begins with the preparation of market and feasibility studies that
consider potential uses for the property, as well as costs associated with those uses. The studies consider factors such as location,
physical characteristics, demographic patterns, anticipated absorption rates, transportation, infrastructure costs, both onsite and offsite,
and regulatory and environmental requirements.
For any property targeted
for development, the Company will generally prepare a land plan that is consistent with the findings of the studies and then commence
the process of applying for the entitlements necessary to permit the use of the property in accordance with the land plan. The length
and difficulty of obtaining the requisite entitlements by government agencies, as well as the cost of complying with any conditions attached
to the entitlements, are significant factors in determining the viability of the Company's projects. Applications for entitlements may
include, among other things, applications for state land use reclassification, Maui County (the County) community plan amendments,
changes in zoning, and if applicable, subdivision.
**Pioneer Mill Site.**
The Company owns approximately 21 acres in Lahaina, known as the Pioneer Mill Site, which is zoned primarily industrial. This is the former
site of PMCs sugar mill on Maui and was the site of the coffee mill operation. In addition, portions of this parcel were subject
to various short-term license agreements with third parties that generated income for the Company. As discussed below, the site was negatively
impacted by the Lahaina wildfire, which occurred in August 2023.
4
[(table of contents)](#TableOfContents)
On June 13, 2024, PMC entered
into a property sale agreement (PMC Sales Agreement) with an unrelated third party for the sale of four parcels of land,
aggregating approximately 21 acres (the PMS land parcels) located in Lahaina, Hawaii. Pursuant to the PMC Sales Agreement,
the sales price for the PMS land parcels was $20 million, and the closing of the sale of the PMS land parcels was subject to the due diligence
period. On October31, 2024, pursuant to a Third Amendment to the PMC Sales Agreement, the deadline was extended to November 29,
2024 for the purchaser to deliver the Notice to Proceed and such notice was properly received. The purchaser deposited a total of $2 million
into an escrow account, managed by a title company, established for the sale of the property. The sale of the property closed on March
10, 2026 and at closing PMC received $19.9 million in cash.
**Lahaina Wildfire**. The Companys
Pioneer Mill Site has been negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Companys offices
and coffee mill were located on the site as well as various other structures and a building which was leased to an unrelated third party
and used to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties
that generated income for the Company. The Companys offices, coffee store building, coffee mill and warehouses, as well as most
of the personal property of the licensees was destroyed. The damage to the coffee mill has disrupted the coffee farming operations and
prevented the Company from processing and selling the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and
outsourced pulping and drying to an unaffiliated coffee mill on Maui that became operational in January 2025. Separately, the Company
assembled a temporary dry mill at a short term leased warehouse, where it is hulling, grading, and bagging coffee. Coffee sales resumed
in December 2025. The widespread destruction to Lahaina town and the surrounding area has also adversely affected the long-term economy
on Maui, especially the businesses and economy in west Maui where the Companys operations exist. The Pioneer Mill Site was leased by a U.S. Army Corps of Engineers (USACE) contractor
and was used as a base yard for the clean-up of residential lots impacted by the fires in Lahaina, which clean-up has been completed.
The contractors lease term expired July 23, 2025 and the contractor has vacated the property.
During 2023, the Company initiated
claims with its insurance carriers and in October 2023 the Company received an initial, unallocated advance payment of $1 million. In
June 2024, the Company received approximately $4.9 million and in August 2024 received approximately $1.1 million from its insurance carrier.
The Companys insurance coverage for business interruption relating to the fire expired in August 2025. The Companys insurance
carrier has compensated the Company for the majority of its losses relating to business interruption through July 2025 for the lack of
coffee sales in the coffee farming operations and loss of income for licensees at the Pioneer Mill site as well as partial payments for
initial estimates of losses relating to structures and equipment destroyed in the fire and other claim related costs. The Company has
completed the design of the relocation of its coffee mill to agriculture land owned by the Company and is currently assessing bids it
received in March 2026 to determine feasibility of rebuilding the coffee mill. There can be no assurances the Company
will be fully compensated for losses incurred to structures destroyed in the fire or that insurance proceeds will be sufficient to rebuild
the coffee mill or other structures. Additionally, the Company could experience losses that exceed its insured limits, and further claims
for certain losses could be denied or subject to deductibles or exclusions under its insurance policies. The Company has relocated its
offices to temporary office facilities located on its lands in Kaanapali.
5
[(table of contents)](#TableOfContents)
**Kaanapali 2020 Development
Plan.** The Company's developable lands are located on the west side of the Island of Maui in the State of Hawaii. The majority of the
developable lands are located near to the Kaanapali resort area. The Kaanapali development lands have been the subject of a community-based
planning process that commenced in 1999 for the Kaanapali 2020 Development Plan. The Kaanapali 2020 Development Plan includes a mix of
residential (including workforce affordable housing), commercial, quasi-public facilities, recreation, agriculture, rural, and open space.
Any development plan for any of the Company's land, including the Kaanapali 2020 Development Plan, will be subject to approval and regulation
by various state and County agencies and governing entities, especially insofar as the nature and extent of zoning, and improvements necessary
for site infrastructure, building, transportation, water management, environmental and health are concerned. A substantial portion of
the Companys Kaanapali 2020 Development Plan land will require state district boundary amendments and county general plan and community
plan amendments, as well as rezoning approvals. In Hawaii, the governmental entities may impose limits or controls on growth in their
communities during the review and consideration of the various entitlement processes mainly through restrictive conditions, including
limitations on density, impact fees, infrastructure contribution, among others, all of which may materially affect utilization of the
land and the costs associated with developing the land. In addition, the County currently requires certain percentages and levels of affordability
to be included in proposed residential developments or subdivisions of land, thereby affecting the feasibility of these projects. There
can be no assurance that the Company will be successful in obtaining the necessary zoning and related entitlements for development of
any currently unentitled Maui lands. At this time, the only Kaanapali 2020 Development Plan land that has sufficient entitlements to commence
development is the Puukolii Village Mauka development, as described below.
The current regulatory approval
process for a development project takes a number of years or more and involves substantial expense. The applications generally require
the submission of comprehensive plans that involve the use of consultants and other professionals. A substantial portion of the Company's
Kaanapali 2020 Development Plan land will require state district boundary amendments and county general plan and community plan amendments,
as well as rezoning approvals. There is no assurance that all necessary approvals and permits will be obtained with respect to the current
projects or future projects of the Company. Generally, entitlements are extremely difficult to obtain in Hawaii. There is often significant
opposition to proposed developments from numerous local groups, environmental organizations, various community and civic groups, condominium
associations and politicians advocating no-growth policies, among others. Any such group with standing can challenge submitted applications,
which may substantially delay the process. Generally, once the applications are deemed acceptable, the various governing agencies involved
in the entitlement process commence consideration of the requested entitlements. The applicable agencies often impose conditions, which
may be costly and time consuming, on any approvals of the entitlements. The substantial time and expense of obtaining entitlements and
the uncertainty of success in obtaining the entitlements could have a material adverse effect on the Company's success.
At the state level, all land
in Hawaii is divided into four land use classifications: urban, rural, agricultural and conservation. The majority of the Kaanapali 2020
Development Plan land is currently classified as either agricultural or conservation.
6
[(table of contents)](#TableOfContents)
Despite the hurdles mentioned
above, the Company remains hopeful that it will generally be able to develop that portion of its land for which it can obtain classification
as an urban district from the State Land Use Commission. However, it is uncertain whether the Company will be able to obtain all necessary
entitlements or, if so, how long it will take, and it cannot be predicted what the market will be for such land (or the associated development
costs) at such time. Conservation land is land that has been considered by the state as necessary for preserving natural conditions as
well as to protect water resources and cannot be developed. Lands within agricultural and rural districts have limited development potential,
especially as it relates to density and use. Pursuant to the Kaanapali 2020 Development Plan, the Company intends to apply to the State
Land Use Commission for reclassification of a portion of the agricultural lands to urban, and perhaps some rural, but does not intend
to apply for reclassification of the conservation lands.
During 2012, the County updated
its General Plan which projects general growth of the County over the next few decades. This update included a new component with maps
which show directed growth areas. The County recognized the Kaanapali 2020 Development Plan to be within the urban growth limits identified
in these directed growth maps. Development of the Kaanapali 2020 Development Plan lands in accordance with the Kaanapali 2020 Development
Plan will require, in addition to state land use reclassification of some of the land from agriculture to urban, appropriate designation
under the County community plan, and the appropriate County zoning designation included in the Maui County General Plan noting it as an
urban growth area. In December 2021, the West Maui Community Plan (WMCP),which consists of a vision statement, goals, policies,
and actions to guide growth and preservation in West Maui, was updated and became part of the General Plan. The Company is evaluating
the effect, if any, the changes to the WMCP will have on its development plans. Obtaining any and all of these approvals can involve a
substantial amount of time and expense, and approvals may need to be resubmitted if there is any subsequent, material deviation in current
approved plans or significant objections by the responsible government agencies. There are no assurances that the Company can obtain approvals
or deviations.
In connection with any successful
petition to change any of the various land use classifications (state land use district, county community plan, county zoning) of the
Kaanapali 2020 Development Plan, the Company may be required to make significant improvements in public facilities (such as roads), to
dedicate property for public use, to provide employee/workforce housing units and to make other concessions, monetary or otherwise. The
ability of the Company to perform its development activities may also be adversely affected by restrictions that may be imposed by government
agencies and the surrounding communities because of inadequate public facilities, such as roads, water management areas and sewer facilities,
and by local opposition to continued growth. The Lahaina wildfires have caused, and may continue to cause, further delays in the Companys
planned developments. However, as part of the Kaanapali 2020 Development Plan, the Company has included a number of community members
and local government officials in the development planning process and has earned significant community support for its preliminary Kaanapali
2020 Development Plan. It also believes that it enjoys general local community support for its Puukolii Village Mauka concept. The Company
hopes that carrying on with this process will continue to generate substantial support from local government and the community for the
Company's development plans.
There can be no assurance
that all necessary approvals will be obtained, that modifications to those plans will not require additional approvals, or that such additional
approvals will be obtained, nor can there be any assurance as to the timing of such events.
7
[(table of contents)](#TableOfContents)
In September 2014, KLMC, pursuant
to a property and option purchase agreement (Purchase Agreement) with Newport Hospital Corporation (NHC) sold
an approximately 14.9 acre parcel in West Maui. The Purchase Agreement included an Infrastructure Improvement Agreement (as subsequently
amended) which commits KLMC to fund up to $0.6 million, depending on various factors, for off-site roadway, sewer and electrical improvements
that will also provide service to other KLMC properties. KLMC may, at its discretion, design, construct, install, and complete all or
portions of the off-site road, sewer and/or electrical improvements, in which case the developer shall pay to KLMC the total costs thereof,
less the KLMC committed amount. In relation to such sewer line improvement, KLMC has entered into a contract for $1.1 million to install
the sewer line. KLMC has paid $1.1 million on the contract which has been recorded as a receivable, less KLMCs sewer line commitment
of $0.2 million. In accordance with the Infrastructure Improvement Agreement, the receivable accrues interest of 6.5% and is secured by
the property. Due to the receipt of a Demand for Arbitration, discussed below, the Company recorded credit loss reserves in the amount
of $0.1 million and $1 million for the years ended December31, 2025 and 2024, respectively, on its receivable with NHC based on
its evaluation of the probability of default that exists at NHC. The total amount of the credit loss reserve of approximately $1.1 million
represents the entire receivable amount and interest incurred as of December31, 2025. In conjunction with the Infrastructure Improvement
Agreement, the Company retains certain approval rights relating to the uses and designs of the site to ensure the uses and designs are
aligned with the Companys planned master development. If such uses result in a dispute with the developer of the site, development
of the site could be delayed. The 14.9 acre site is intended to be used for a critical access hospital, skilled nursing facility, assisted
living facility, and independent living facility.
On August 5, 2024, NHC
served KLMC with a Demand for Arbitration administered by Dispute Prevention and Resolution, Inc. (DPR), relating to
the Infrastructure Improvement Agreement and NHCs development of the site. NHC alleges, among other things, that KLMC
wrongfully caused significant delays, increased costs and related damages to NHC with respect to NHCs planning and
construction of the infrastructure improvements required of NHC under the Infrastructure Improvement Agreement (as subsequently
amended). NHC seeks judgment for declaratory relief that the Infrastructure Improvement Agreement between NHC and KLMC is void; in
the alternative, for reformation of the Infrastructure Improvement Agreement; for award of damages in an amount to be proven at
arbitration; for attorneys fees and costs; for prejudgment and post-judgment interest on any monetary award; and for such
other and further relief as the arbitrator deems appropriate. On October 25, 2024, KLMC filed an Answering Statement to NHCs
Demand for Arbitration and KLMCs counterclaim against NHC. On November 5, 2024, DPR confirmed the assignment of a mutually
agreed upon arbitrator. The pre-arbitration discovery process is ongoing. The parties mutually agreed to defer the arbitration
proceedings as the parties evaluate an alternative to arbitration. The arbitration proceedings have been rescheduled for
July13, 2026, if the parties are unable to agree to an alternative to arbitration. KLMC will continue to vigorously defend. However, there
can be no assurance that the eventual outcome of the arbitration will not result in any material liability or a material impact on
business and financial results for KLMC.
A relatively small portion
(approximately 300 acres) of the Kaanapali 2020 Development Planning area owned by the Company, known as Puukolii Village Mauka, comprised
of two parcels known as Puukolii Village Mauka and another parcel adjacent to Puukolii Village Mauka, received entitlements in 1993 under
the terms of a superseded law that fast tracked entitlements for planned mixed use developments that contained the requisite percentage
of affordable housing units. The requirements imposed on the Company relative to these entitlements proved uneconomic and thus the developments
were not pursued. The Company proposed revisions to certain entitlement conditions as well as the development agreement with the applicable
state agencies and is continuing to plan for the development of the Puukolii Village Mauka area, which will, if ultimately developed,
include certain affordable and market housing units, a small commercial area, a school, a park and associated improvements. From 2007
through 2009, the Company received various approvals of its proposed revisions of entitlement conditions and of the development agreement
including the addition of the County housing department as a party to the development agreement.
8
[(table of contents)](#TableOfContents)
The Company is continuing with its planning for the
development of Puukolii Village, a 241-acre residential development site in the region south of Kaanapali Coffee Farms. The conceptual
master plan is comprised of 20 developable parcels planned for 940 units including a mix of affordable and market priced homes, both single
and multi-family, mixed use commercial, parks, school, and community facilities. Puukolii Village is fully entitled. Critical to the Companys
ability to develop Puukolii Village is the Companys ability to secure water use permits from the State of Hawaii Commission on
Water Resource Management (CWRM). The purveyor for potable water for the Kaanapali service area, which would supply water to Puukolii
Village, is in the process of submitting an application to CWRM for a permit to secure the water needed to service the development. In
August 2025, the Company submitted an application to CWRM for a permit to secure the water needed to service Puukolii Village. The Company
cannot provide any assurance that CWRM will approve such permit application for the amount of water needed or CWRM could impose conditions
on such use that might affect the feasibility of the development. See below for further discussion of CWRM. In conjunction with the potential
development of Puukolii Village and in coordination with the possible development by an unrelated third party of the 14.9 acre site to
be used for a critical access hospital, as noted above, the Company entered into a contract to install a sewer line from the Puukolii
Village site to the critical care hospital site. The developer of the critical access hospital site is obligated to reimburse KLMC for
the cost of the portion of the sewer line fronting the critical care hospital site less KLMCs obligated share of the cost. (See
discussion above).
The Company is in the planning
stages for the development of a 295-acre parcel in the region mauka of the Kaanapali Coffee Farms (KCF Mauka). The parcel
is to be comprised of 61 agricultural lots that will be offered to individual buyers. The Company expects to develop the parcel in phases
and all phases have been submitted to the County for subdivision approval. The Company continues to work with the County to resolve certain
of the Countys comments relating to the subdivision. The Companys understanding is that all outstanding comments from the
County have been resolved verbally with County staff. The final approval letter has been pending and additional efforts are being made
to secure the approval. Upon final subdivision approval of all phases and receipt of final plat of the first phase from the County, which
requires a bond in the amount of the cost to develop the first phase, the Company plans to pre-sell the undeveloped lots in the first
phase. The Company expects to market the lots in the first phase upon receiving final approvals from the County, subject to various contingencies,
including, but not limited to, governmental and market factors and the availability of a bond to secure the first phase of the development.
Also critical to the Companys ability to develop KCF Mauka is the Companys ability to secure water use permits from the
State of Hawaii Commission on Water Resource Management (CWRM). The purveyor for potable water for the Kaanapali service area, which would
supply water to KCF Mauka, is in the process of submitting an application to CWRM for a permit to secure the water needed to service the
development. The Company cannot provide any assurance that CWRM will approve such permit application for the amount of water needed or
CWRM could impose conditions on such use that might affect the feasibility of the development. See below for further discussion of CWRM.
Therefore, there can be no assurance the Company will be able to meet such timetable, that the subdivision will ultimately be approved
or that the lots will sell for prices deemed advantageous by the Company.
KLMC is a party to an agreement
with the State of Hawaii for the development of the Lahaina Bypass Highway. Approximately 2.4 miles of this two lane state highway have
been completed. Construction to extend the southern terminus was completed mid-2018. The northern portion of the Bypass Highway, which
extends to KLMCs lands, is in the early stage of planning. Under certain circumstances, which have not yet occurred, KLMC remains
committed for approximately $1.1 million of various future costs relating to the planning and design of the uncompleted portion of the
Bypass Highway. Under certain conditions, which have not yet been met, KLMC has agreed to contribute an amount not exceeding $6.7 million
toward construction costs. Any such amount contributed would be reduced by the value of KLMCs land actually contributed to the
State for the Bypass Highway.
9
[(table of contents)](#TableOfContents)
These potential commitments have
not been reflected in the accompanying consolidated financial statements. While the completion of the Bypass Highway would add value to
KLMCs lands north of the town of Lahaina, there can be no assurance that it will be completed or when any future phases will be
undertaken.
On August 4, 2025 a fire
occurred on approximately 30 acres of land owned by KLMC. The fire burned grassland as well as various structures which were formerly
used as a repair shop and storage outbuildings for the former Sugar Cane Train operated by an unrelated third party. Several train cars
were also damaged in the fire. The net book value of the assets that were damaged in the fire was $0, and as a result, no impairment was
recognized. The Company has initiated a claim with its insurance carrier and continues to assess the damage and related financial impact
to its operations but is currently not aware of any material adverse effect to its current operations.
**Agriculture**
**Current Operations.**
Agricultural operations consist primarily of cultivation, milling and sale of coffee. The coffee farming operation includes manpower and
equipment required to fertilize, prune and maintain the coffee plantations as well as equipment required to harvest the coffee cherry.
As discussed above, the coffee mill was destroyed in the Lahaina wildfire. The Company has completed the design stage of building a new
mill at its farm in Kaanapali, and has received bids from construction contractors in March 2026 for the construction of the mill and
is assessing the bids and consulting with its insurance carrier. The mill, if built, is not expected to be completed in time for the 2026
coffee harvest. The coffee fields were not destroyed in the fire. The Company also maintains and operates a system of irrigation infrastructure
including development tunnels, ditches, tunnels, siphons, flumes and reservoirs required to irrigate the Companys agricultural
operations and future planned developments with non-potable water.
The Company sells milled
green coffee under the brand name Mauigrown Coffee mainly to interisland Hawaii customers, generally roasters who have retail coffee shops,
and also sell to grocery stores and online. Based on availability, green coffee is also shipped and sold to mainland and international
customers, including roasters, dealers, and traders. Portions of the coffee farms are operated as part of the 336-acre Kaanapali Coffee
Farms agricultural subdivision, in which a portion of each lot owned by the lot owner is used for their single-family dwelling, while
the remainder of the lot containing coffee trees is farmed by the Company. The Company has entered into certain agreements with the Kaanapali
Coffee Farms Lot Owners Association in this regard. The planned 295-acre, second phase of Kaanapali Coffee Farms, named KCF Mauka, will
be within the coffee farming area as well. The Company continues to plant additional acreage of coffee on its agricultural land not currently
included in the developable lands of Kaanapali 2020 Development Plan.
Coffee production and yields are subject to many factors, including coffee berry borer (CBB),
coffee leaf rust (CLR) and weather related factors, including rainfall and the availability of sufficient irrigation water
flowing through its irrigation system. Yields may be reduced in years of drought when irrigation water and rainfall is insufficient. Reference
is made to Item 1A. Risk Factors for risks relating to agriculture. The Company purchases crop insurance annually which reduces certain
coffee crop production risks. The Company received crop insurance proceeds in 2025 related to losses sustained to the 2024 coffee crop
due to an insured event. Additionally, the Company filed an insurance claim in 2026, due to low production yields in the 2025 harvest
resulting from severe draught, CBB and CLR.
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The coffee is sold as Maui
origin specialty coffee (as defined by the Specialty Coffee Association) as is most coffee produced in Hawaii. Hawaiian
coffees generally command a higher price per pound green than many other specialty coffees produced around the world but there can be
no assurance such prices will continue or that coffee prices or yields will be sufficient to cover all costs of production and sales.
In addition to the Companys
commercial coffee farming operations, the Company grows bananas and citrus. The Company also has approximately 660 acres of fenced pasture
for cattle grazing as well as approximately 40 acres of fenced pasture for goat grazing. The Companys banana operation currently
consists of approximately 14 acres. The bananas are sold by the Company to certain customers for distribution on Maui. KLMC also grows
and sells a small amount of various citrus including grapefruit and lemons. These are sold to various local venders to be sold at farmers
markets on Maui. Although the Company realizes minor amounts of revenue relating to these agricultural operations there are certain property
tax advantages with land engaged in active agriculture.
For a description of financial
information by segment, please read Note 7 to the attached consolidated financial statements included in Item 8, which information is
incorporated herein by reference.
**Employees**
At March 1, 2026, Kaanapali
Land and its subsidiaries employed a total of 22 employees. Certain corporate services are provided by Pacific Trail Holdings, LLC (Pacific
Trail) and its affiliates. Pacific Trail owns approximately 76% of the Common Shares of Kaanapali Land. Kaanapali Land reimburses
Pacific Trail and its affiliates for these services and related overhead at cost.
**Trademarks and Service
Marks**
The Company maintains a variety
of trademarks and service marks that support each of its business segments. These marks are filed in various jurisdictions, including
the United States Patent and Trademark Office, the State of Hawaii Department of Commerce and Consumer Affairs and foreign trademark offices.
The trademarks and service marks protect, among other things, the use of the term "Kaanapali" and related names in connection
with the developments in the vicinity of the Kaanapali Resort area on Maui and the various trade names and service marks obtained in connection
with the Company's coffee operations. Certain trademarks, trade names and service marks have also been registered in connection with the
Kaanapali Coffee Farms development. Also protected are certain designs and logos associated with the names protected. Certain marks owned
by the Company have been licensed to third parties, however, the income there from is not material to the Company's financial results.
To the extent deemed advantageous in connection with the Company's ongoing businesses, to satisfy contractual commitments with respect
to certain marks or where the Company believes that there are future licensing opportunities with respect to specific marks, the Company
intends to maintain such marks to the extent necessary to protect their use relative thereto. The Company also intends to develop and
protect appropriate marks in connection with its future land development and agricultural activities.
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**Market Conditions and
Competition**
There are a number of factors
that historically have negatively impacted Kaanapali Land's property activities, including market conditions, the difficulty in obtaining
regulatory approvals, the high cost of required infrastructure and the Company's ability to maintain operating surplus in its other business
segment. In addition, the Lahaina wildfire could eventually cause a weakening of the west Maui real estate market, which could negatively
impact the Company. As a result, the planned use of many of the Company's land holdings and the ability to generate cash flow from these
land holdings have become long-term in nature, and the Company has found it necessary to sell certain parcels in order to raise cash rather
than realize their full economic potential through the entitlement process.
There are several developers,
operators, real estate companies and other owners of real estate that compete with the Company in its property business on Maui, many
of which have greater resources. The number of competitive properties in a particular market could have a material adverse effect on the
Company's success. In addition, many properties previously purchased from the Company by retail buyers are listed for resale and could
provide additional competition to the Company in future years.
**Government Regulations
and Approvals**
The current regulatory approval
process for a project can take many years and involves substantial expense. There is no assurance that all necessary approvals and permits
will be obtained with respect to the Company's current and future projects. Generally, entitlements are extremely difficult to obtain
in Hawaii. Many different agencies at the state and County level are involved in the entitlement process. There is often significant opposition
from numerous local groups - including environmental organizations, various community and civic groups, condominium associations and politicians
advocating no-growth policies, among others. Certain ordinances adopted by the County of Maui have placed additional requirements on developers,
some of which may be difficult or expensive to satisfy. Other proposed ordinances that have not yet passed may place moratoria on new
development. It is currently unknown to what extent new legislative initiatives will impact the cost or timing of the Company's planned
developments.
By letters dated October 28, 2022,
the State of Hawaii Commission on Water Resource Management (CWRM) officially designated all six Aquifer System Areas of
the Lahaina Aquifer Sector, Maui, as Ground Water Management Areas, as of August 6, 2022. CWRM notified the Company that by August 5,
2023, the Company would need to apply for ground and surface water use permits to continue the Company's use of certain wells that are
integral to the Company's entire operations. The permits, when or if granted and subject to various conditions, would preserve the Company's
existing water uses as of August 6, 2022. The Company has submitted such applications for permits. The Company cannot provide any assurances
that CWRM will approve such permit applications for the amounts of water the Company seeks or impose conditions on such use that might
affect the Companys operations. If CWRM should fail to approve the Companys water requests or impose onerous conditions
on its use, CWRMs actions could delay the Companys development in substantial and material respects and affect the Companys
operations and finances. Further, in the event permits adequate to the Company's plans are not
received timely or at all, there could be negative impacts on the west Maui real estate market as a whole and the development and sale
of the Company's lands on the Island of Maui, thereby materially and adversely affecting the Company's operations, land sales, land values,
results, and financial position.
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Kaanapali Land continues
to work toward the necessary entitlements for the Kaanapali 2020 Development Plan. While some of these lands have some form of entitlements,
it is anticipated that at least a substantial portion of the land will require state district boundary amendments and Community Plan amendments,
as well as rezoning approvals. In January 2009 the Company received approval of revisions to its development plans for the Puukolii Village
Mauka parcels. The Kaanapali 2020 Development Plan is recognized within the urban growth areas identified in the growth maps of the Maui
County General Plan. Approximately 1,500 acres of the Company's Maui land which is contiguous to Kaanapali 2020 Development Plan land
is located toward the top of mountain ridges and in gulches is classified as conservation, which precludes most other use. This conservation
land, and other land that will be designated as open space, is an important component of the overall project, allowing for the protection
of water and other natural resources, and its existence is expected to influence obtaining the entitlements for the remaining land.
**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, the destruction
that occurred at the Pioneer Mill Site as a result of the Lahaina wildfire, 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 substances including asbestos
related liabilities. Regarding asbestos related liabilities, Kaanapali Land, as successor to other entities and D/C Distribution Corporation
(D/C) have been named as defendants in personal injury actions allegedly based on exposure to asbestos. Those laws and regulations
often impose liability without regard to fault. With regard to other environmental matters as generally described in the risk factors
set forth below, no assurance can be given that those matters will not have a material adverse effect on the Companys consolidated
financial position or results of operations. Reference is made to Item1A. Risk Factors and Note6 of the consolidated financial
statements included in Item8 for a description of certain legal proceedings related to environmental conditions.
**Item 1A. Risk Factors**
The Company faces numerous
risks and uncertainties, including those set forth below. The risks described below are not the only risks that the Company faces. New
risks may emerge from time to time and it is not possible to predict all such risks. These risk factors include a number of risks and
uncertainties that could negatively impact Kaanapali Land's property activities and operations. If any of the risks described below or
any potential new risks not yet identified occur, they may have a material adverse effect on the Company's business, consolidated financial
position or results of operations.
Reference is made to Item
1. Business and Item 3. Legal Proceedings for further discussion of some of the risks and uncertainties facing Kaanapali Land.
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****
**Risks Related to Hawaiian Real Estate and
Development Markets**
The Kaanapali 2020
Development Plan (including, without limitation, Kaanapali Coffee Farms and Puukolii Village Mauka), 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 the length of time to find a willing
buyer of a property for sale, inadequate pricing or declines on asset values or pace of sales of properties or disruptions and
delays in the supply of construction material or changes in costs of construction or development; increased and continuing
government mandates; adverse changes in Hawaiian economic conditions, such as increased costs resulting from high rates of
inflation, and availability of labor, increased costs of 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 geopolitical events in Europe, the Middle
East, Asia, and Russias invasion of Ukraine, additional terrorist activity in the U.S. or abroad that lessen travel, tourism
and investment in Hawaii; substantial increase in cost of travel to Hawaii due to the increase in fuel costs, fuel shortages, or
other events in the airline industry that could lessen travel and tourism in Hawaii; the spread of contagious viruses or diseases,
that could negatively impact commerce generally and travel to Hawaii; the need for unanticipated improvements or unanticipated
expenditures in connection with environmental matters; increase 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 wildfires, earthquakes, volcanic eruptions, floods, droughts, fires, tsunamis, unusually heavy or prolonged rains,
and hurricanes; and other factors which are beyond the control of the Company. Declines in asset values could result in impairment
in the carrying values of the Companys real estate assets and could have a material adverse effect on the Companys
results of operations. Because of these risks and others, real estate ownership and development is subject to unexpected increases
in costs.
During 2012, the County updated
its General Plan which projects general growth of the County over the next few decades. This update included a new component with maps
which show directed growth areas. The County recognized the Kaanapali 2020 Development Plan to be within the urban growth limits identified
in these directed growth maps. Development of the Kaanapali 2020 lands in accordance with the Kaanapali 2020 Development Plan will require,
in addition to state land use reclassification of some of the land from agriculture to urban, appropriate designation under the County
community plan, and the appropriate County zoning designation included in the Maui County General Plan noting it as an urban growth area.
In December 2021, the WMCP was updated and became part of the General Plan. The Company is evaluating the effect, if any, the changes
to the WMCP will have on its development plans. Obtaining any and all of these approvals can involve a substantial amount of time and
expense, and approvals may need to be resubmitted if there is any subsequent, material deviation in current approved plans or significant
objections by the responsible government agencies. There are no assurances that the Company can obtain approvals or deviations.
By letters dated October 28, 2022,
CWRM officially designated all six Aquifer System Areas of the Lahaina Aquifer Sector, Maui, as Ground Water Management Areas, as of August
6, 2022. CWRM notified the Company that by August 5, 2023, the Company would need to apply for ground and surface water use permits to
continue the Company's use of certain wells that are integral to the Company's entire operations. The Company has submitted such applications
for permits. The permits, when or if granted and subject to various conditions, would preserve the Company's existing water uses as of
August 6, 2022. The Company cannot provide any assurances that CWRM will approve such permit applications for the amounts of water the
Company seeks or impose conditions on such use that might affect the Companys operations. If CWRM should fail to approve the Companys
water requests or impose onerous conditions on its use, CWRMs actions could delay the Companys development in substantial
and material respects and affect the Companys operations and finances. Further, in the event
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permits adequate to the Company's plans are not received
timely or at all, there could be negative impacts on the west Maui real estate market as a whole and the development and sale of the Company's
lands on the Island of Maui, thereby materially and adversely affecting the Company's operations, land sales, land values, results, and
financial position.
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 and/or the former Pioneer Mill site. The Company currently intends to develop the balance of its
lands for residential, resort, affordable housing, limited commercial and recreational purposes. There can be no assurances that the Company
will be successful in such efforts.
Additional increases in interest
rates or downturn in the international, national or Hawaiian economy could affect the value of Company's properties and its profitability
and sales. A downturn of the economy could have a profound negative 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. A weakening of the Maui real
estate market has in the past negatively impacted, and would in the future negatively impact the Company.
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 the Company, but 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 land sales, subject to a slowdown in sales and increase in home construction
costs and to general economic conditions affecting the real estate industry 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 irrigation infrastructure, damaged structures and facilities. Climate change, flooding, drought, fires, wind, prolonged heavy
rains, and other natural perils can adversely impact agricultural production and water transmission and storage resources on lands owned
or used by the Company.
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The Companys Pioneer Mill
Site has been negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Companys offices and coffee
mill were located on the site as well as various other structures and a building which was leased to an unrelated third party and used
to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties that
generated income for the Company. The Companys offices, coffee store building, coffee mill and warehouses, as well as most of the
personal property of the licensees was destroyed. The damage to the coffee mill has disrupted the coffee farming operations and prevented
the Company from processing and selling the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and outsourced
pulping and drying to an unaffiliated coffee mill on Maui that became operational in January 2025. Separately, the Company assembled a
temporary dry mill at a short term leased warehouse, where it is hulling, grading, and bagging coffee. Coffee sales resumed in December
2025. The widespread destruction to Lahaina town and the surrounding area has also adversely affected the long-term economy on Maui, especially
the businesses and economy in west Maui where the Companys operations exist. The Pioneer Mill Site was leased by a U.S. Army Corps of Engineers (USACE) contractor and was used as
a base yard for the clean-up of residential lots impacted by the fires in Lahaina, which clean-up has been completed. The contractors
lease term expired July 23, 2025 and the contractor has vacated the property.
During 2023, the Company
initiated claims with its insurance carriers and in October 2023 the Company received an initial, unallocated advance payment of $1
million. In June 2024, the Company received approximately $4.9 million and in August 2024 received approximately $1.1 million from
its insurance carrier. The Companys insurance coverage for business interruption relating to the fire expired in August 2025.
The Companys insurance carrier has compensated the Company for the majority of its losses relating to business interruption
through July 2025 for the lack of coffee sales in the coffee farming operations and loss of income for licensees at the Pioneer Mill
site as well as partial payments for initial estimates of losses relating to structures and equipment destroyed in the fire and
other claim related costs. The Company has completed the design of the relocation of its coffee mill to agriculture land owned by
the Company and is currently assessing bids it received in March 2026 to to determine feasibility of reguilding the coffee mill. There can be no assurances the Company will be fully
compensated for losses incurred to structures destroyed in the fire or that insurance proceeds will be sufficient to rebuild the
coffee mill or other structures. Additionally, the Company could experience losses that exceed its insured limits, and further
claims for certain losses could be denied or subject to deductibles or exclusions under its insurance policies. The Company has
relocated its offices to temporary office facilities located on its lands in Kaanapali.
In addition, similar events elsewhere
in Hawaii may cause regulatory responses that impact all landowners. For example, as described in Note 6 to the consolidated financial
statements included in Item8, the Company received notice from the Hawaii Department of Land and Natural Resources ("DLNR")
that DLNR on a periodic basis would inspect all significant dams and reservoirs in Hawaii, including those maintained by the Company on
Maui in connection with its agricultural operations. A series of such inspections have taken place over the period from 2006 through the
most recent inspections that occurred in July 2024. To date, the DLNR has cited certain deficiencies concerning two of the Companys
reservoirs relating to dam and reservoir safety standards established by the State of Hawaii. These deficiencies include, among other
things, vegetative overgrowth, erosion of slopes, uncertainty of inflow control, spillway capacity, and freeboard, and uncertainty of
structural stability under certain loading and seismic conditions. The Company does not expect that additional deficiencies will be cited
as a result of the most recent inspection. The Company has taken certain corrective actions, including lowering the reservoir operating
level; as well as updating plans to address emergency events and basic operations and maintenance. Remediation of all cited deficiencies
could result in significant and costly improvements which may be material to the Company.
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The DLNR categorizes the
reservoirs as "high hazard" under State of Hawaii Administrative Rules and State Statutes concerning dam and reservoir safety.
This classification, which bears upon government oversight and reporting requirements, may materially increase the cost of managing and
maintaining these reservoirs.
**Risks Relating to Agriculture**
The Company remains engaged
in farming, harvesting, and milling operations relating to coffee orchards. The Company incurs significant risks relating to the cost
of growing and maintaining the coffee trees and producing and selling the coffee. As discussed above, the coffee mill was destroyed in
the Lahaina wildfire. The Company has completed its design of the relocation of its coffee mill to its farm in Kaanapali. The Company
has received its permits from the County of Maui related to the construction of the coffee mill and anticipates construction to start
in June 2026. The coffee fields were not damaged in the fire. The Company is experiencing rising costs in its farming operations as a
result of local labor shortages and the recent rise in inflation. The Company may be limited in its ability to increase the price it charges
to customers sufficient to realize a profit in its coffee sales and therefore, such cost increases may negatively impact the Companys
results of operations in the future and may cause disruptions in the Companys development plans. The Company also incurs the risk
that coffee farming could be materially affected because of the adverse effects on coffee yields caused by CBB, CLR or through regulatory risk, as described below. The Company relies on water sourced from its irrigation
systems, which divert water from streams and development tunnels into a network of ditches, tunnels, flumes, siphons and reservoirs. In
the event CWRM or any other regulatory body limits the Companys ability to divert stream waters to its irrigation systems, the
result could have a negative impact on the Companys ability to continue with its agricultural operations and development plans.
Several years ago, CBB, a
beetle native to Central Africa and that has existed for some time in Central and South America, was discovered on the islands of Hawaii
and Oahu. In 2017 the CBB appeared on the island of Maui. Effective May 1, 2017, the Hawaii Department of Agriculture (HDOA)
began restricting the shipping of coffee grown on Maui to other Hawaiian Islands due to the discovery of the CBB on the island. The restriction
requires specific treatment and inspection by HDOA Plant Quarantine inspectors before shipping to other islands.
In September 2020, the Company
discovered the CBB on its land. The Company has been aware of the possible spread to its crops and has maintained sound management practices.
The Company has developed an integrated management program designed to manage all aspects for cultural control of the CBB. Such program
has resulted in an increase in the costs of farming the coffee and the CBB has lowered the quantity and quality of salable coffee.
The overall effect of the
CBB is to reduce the yield and quality of the coffee bean. Farming methods have been developed to reduce the effect on the islands of
Hawaii and Oahu, and the Company has incorporated many of these practices into its integrated management program. While the Company intends
to continue to utilize the best practices available, there can be no assurance that the action by the HDOA or the spread of the CBB to
its crops will not have a material effect on its coffee operations.
In October 2020, agriculture
officials with HDOA confirmed the presence of CLR on Maui. HDOA also confirmed the presence of CLR on the island of Hawaii in November
2020. The Company found evidence of CLR on its farm in January 2021, which was subsequently confirmed by HDOA. CLR is one of the most
devastating diseases of coffee plants. It is established in all of the other major coffee-growing areas of the world but had not previously
been found in Hawaii. The HDOA has since discovered CLR in all of the coffee-growing regions of Hawaii.
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CLR can cause severe defoliation.
Infected leaves drop prematurely, greatly reducing the plants photosynthetic capacity and reducing berry growth. Long-term effects
of CLR can have a stronger impact by causing dieback, which reduces the number of productive nodes on branches, significantly impacting
the following years yield.
The Company has implemented
an integrated past management program designed to manage all aspects for cultural control of CLR. As with the CBB, such program may result
in an increase in the costs of farming the coffee and lower the quantity and quality of salable coffee, and there can be no assurance
that CLR will not have a material adverse effect on the Companys coffee operations.
****
**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.
Adverse macroeconomic
conditions continue to cause economic uncertainty and market volatility. High levels of inflation, slower growth or recession,
changes to fiscal and monetary policy, higher interest rates, high costs of fuel, currency fluctuations, challenges in the supply
chain, implementation of tariffs, and other adverse macroeconomic conditions (including those resulting from any increased
geopolitical pressure), may continue. Such uncertainty and risk may negatively impact the Companys performance and financial results,
including any potential negative impact on the values of its property holdings on Maui and future planned development and sales of
parcels of such development, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
Various factors impact the
desire of people to travel, particularly by air. Discretionary income and unemployment throughout the world also impact travel to Hawaii
and the market for real estate. Thus, Hawaii is subject to higher risks than other portions of the United States due to its disproportionate
reliance on air travel and tourism. The visitor industry is Hawaii's most important source of economic activity, accounting for a significant
portion of Gross State Product. For example, the outbreak of the COVID-19 coronavirus materially impacted and limited the travel and tourism
industry and a similar event could again trigger a prolonged adverse effect on such economic activity.
Because of the foregoing
considerations, the risks associated with the large reliance by Hawaii on a visitor base, both from foreign countries and the United States
mainland, will disproportionately impact the Company in future years, as market and visitation cycles play out.
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****
**Environmental Risks and Environmental Regulations**
****
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, 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.
Kaanapali Land, as successor by
merger to other entities, and D/C have in the past and continue to be named as defendants in personal injury actions allegedly based on
exposure to asbestos. While there are relatively few cases that name Kaanapali Land, there were a substantial number of cases that were
pending against D/C on the U.S. mainland (primarily in California). Cases against Kaanapali Land were allegedly based on its prior business
operations in Hawaii and cases against D/C were allegedly based on sale of asbestos-containing products by D/C's prior distribution business
operations primarily in California. Certain asbestos-related proofs of claims in the bankruptcy case had been withdrawn in connection
with closing the bankruptcy. Certain of these cases have been refiled subsequent to the closing of the bankruptcy. Each entity defending
these cases believes that it has meritorious defenses against these actions, but can give no assurances as to the ultimate outcome of
these cases. The defense of these cases had a material adverse effect on the financial condition of D/C as it was forced to file a voluntary
petition for liquidation. D/C emerged from bankruptcy in 2023 with no assets. Kaanapali Land does not presently believe that future cases
in which it may be named will result in any material liability to Kaanapali Land; however, there can be no assurance in that regard. Reference
is made to Note 6. Commitments and Contingencies, to the Companys consolidated financial statements included in Item 8 for additional
discussion.
**Risks Relating to the Companys Shares**
The Companys shares are
not listed on a major exchange in the United States and are instead traded via the over-the-counter broker-dealer network. Therefore,
there may be additional steps and fees when trading the Companys shares. The Companys shares have less liquidity, low trading
volume, price volatility, and may experience larger spreads between bid price and ask price.
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****
**Item 1B. Unresolved Staff Comments**
Not applicable.
**Item 1C. Cybersecurity**
The
Company utilizes an affiliated company of, its manager, Pacific Trail (IT Provider), which is a provider of financial
services to numerous affiliates of Pacific Trail, which operate in the real estate and financial services industries for its
accounting, accounts payable, treasury and related Information Technology (IT) and data processing functions. The
Companys financial systems and related controls, procedures, risk management, and including IT systems is integrated with
that of the affiliated companies (together the Affiliated Group).
Cybersecurity and cybersecurity
risk management are important aspects of operations and a focus area for the Affiliated Group. Cybersecurity risks are evaluated on an
ongoing basis by the Affiliated Group and its IT Provider, both internally and with the assistance of external firms.
The Company engages a national
technology firm in an effort to maintain and continually update its cybersecurity posture and keep current with evolving cybersecurity
risks. The IT Providers cybersecurity program is examined on a regular basis, and new procedures and tools are adopted on an ongoing
basis to address the changing cybersecurity landscape. The IT Providers technology team tests the effectiveness of its tools with
periodic exercises, including Penetration (PEN) tests. Risk is assessed to identify and manage risks that could affect its ability to
provide reliable processing to the Affiliated Group. This process requires IT Provider to identify significant risks based upon the following:
(a)managements internal knowledge of and perceived risks to the IT environment, (b)significant changes to the internal
and the third-party vendor IT environments, (c)input received annually from its consultants and external auditors based on its auditors
review of the IT operating environment, (d)managements review of Service Organization Controls (SOC) reports received from
vendors housing critical applications, (e)regulatory requirements or operating standards that may directly impact the IT environment,
and (f)identification of threats and the evaluation of the probability and likelihood of threats. For any significant risks identified,
IT Providers management is responsible for implementing appropriate measures to monitor and manage these risks, including implementing
or revising control procedures, conducting specific consulting projects, and updating systems and processes to ensure compliance.
As many security threats
involve email and social engineering, the IT Provider has a multifaceted security training program for Affiliated Group employees. Cybersecurity
training classes are administered at least annually. Testing and assessment of employees ability to thwart attacks are performed
throughout the year, with training being targeted at areas of users weakness.
The Company does not believe
that any risks from cybersecurity threats to date, including as a result of any previous cybersecurity incidents of which the Company
is aware, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results
of operations, or financial conditions, however, there can be no assurance in that regard.
20
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The management of IT Provider
is responsible for directing and controlling operations and for establishing, communicating, and monitoring policies and procedures. The
key members of management are the President, (who has over 20 years experience in his current position) and is responsible for
overseeing delivery of the services, and the Chief Information Officer (CIO) (who has over 10 years experience in
his current position) and is responsible for overseeing the IT environment that supports the services. Importance is placed on maintaining
sound internal controls and promoting integrity and the ethical values of the Affiliated Group in all personnel. Organizational values
and behavioral standards are communicated to all personnel through policy statements and the Employee Handbook. Additionally, the President
and CIO are in daily contact with personnel at all levels and reinforce the Affiliated Groups policies, procedures, and organizational
values.
The IT Provider reports to
the President and upper level management of the Affiliated Group as part of the risk management process in which IT Provider management
identifies significant risks through discussions with Affiliated Group management and develops responses and mitigating actions to address
such risks.
**Item 2. Properties**
**Land Holdings**
The major real properties
owned by the Company are described under **Item 1. Business**. The Company believes that its real properties are adequate and suitable
for its business as presently conducted.
**Item 3. Legal Proceedings**
The information set forth
under the Commitments and Contingencies section in Note 6 to the consolidated financial statements, included in Part II,
Item 8 of this report, is incorporated herein by reference.
****
**Item 4. Mine Safety Disclosures**
None.
**Part II**
**Item 5.Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities**
As of March 1, 2026, there
were approximately 569 holders of record of the Company's 1,792,613 Common Shares and 52,000 Class C Shares. Shares mean
shares of the Company which represents membership interests in the Company. The Company has no outstanding options, warrants to purchase
or securities convertible into, common equity of the Company. There is no established public trading market for the Company's shares.
The Company has elected to be treated as a corporation for federal and state income tax purposes. As a consequence, under current law,
holders of shares in the Company will not receive direct allocations of profits or losses relating to the financial results of the Company
as they would for the typical limited liability company that elects to be treated as a partnership for tax purposes. In addition, any
distributions that may be made by the Company will be treated as dividends. However, no dividends were paid by the Company in 2025 and
the Company does not anticipate making any distributions for the foreseeable future.
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**Item 6. [Reserved]**
**Item 7.Managements Discussion
and Analysis of Financial Condition and**
**Results
of Operations**
All references to "Notes"
herein are to Notes to Consolidated Financial Statements contained in this report. Information is not presented on a reportable segment
basis in this section because in the Company's judgment such discussion is not material to an understanding of the Company's business.
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. These statements include expectations concerning, among other things, the Companys land development
plans, including anticipated timing, strategy and initiatives, the expected outcome of legal proceedings, and the impact of
macroeconomic conditions. 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, natural events, including the Lahaina wildfire
discussed below, the effect of geopolitical, economic and market conditions in Hawaii and globally, including the rate of inflation,
changes to fiscal and monetary policy, interest rate and currency fluctuations, increase in fuel costs, pressure on the global
banking system, competitive market conditions, the implementation of increased new or retaliatory tariffs, delays, uncertainties and
costs related to the receipt of governmental approvals, including the risk that an approval is obtained subject to conditions that
are not anticipated, 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.
**Lahaina Wildfire**
The Companys Pioneer Mill
Site has been negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Companys offices
and coffee mill were located on the site as well as various other structures and a building which was leased to an unrelated third party
and used to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties
that generated income for the Company. The Companys offices, coffee store building, coffee mill and warehouses, as well as most
of the personal property of the licensees was destroyed. The damage to the coffee mill has disrupted the coffee farming operations and
prevented the Company from processing and selling the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and
outsourced pulping and drying to an unaffiliated coffee mill on Maui that became operational in January 2025. Separately, the Company
assembled a temporary dry mill at a short term leased warehouse, where it is hulling, grading, and bagging coffee. Coffee sales resumed
in December 2025. The widespread destruction to Lahaina town and the surrounding area has also adversely affected the long-term economy
on Maui, especially the businesses and economy in west Maui where the Companys operations exist. The Pioneer Mill Site was leased by a U.S. Army Corps of Engineers (USACE) contractor
and was used as a base yard for the clean-up of residential lots impacted by the fires in Lahaina, which clean-up has been completed.
The contractors lease term expired July 23, 2025 and the contractor has vacated the property.
22
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During 2023, the Company
initiated claims with its insurance carriers and in October 2023 the Company received an initial, unallocated advance payment of $1
million. In June 2024, the Company received from its insurance carrier approximately $4.9 million and in August 2024 received
approximately $1.1 million. Additionally, in January 2026, the Company received approximately $4 million from its insurance carrier
for claims that were submitted related to the losses that were incurred during 2023. The Companys insurance coverage for
business interruption relating to the fire expired in August 2025. The Companys insurance carrier has compensated the Company
for the majority of its losses relating to business interruption through July 2025 for the lack of coffee sales in the coffee
farming operations and loss of income for licensees at the Pioneer Mill site as well as partial payments for initial estimates of
losses relating to structures and equipment destroyed in the fire and other claim related costs. The Company has completed the
design of the relocation of its coffee mill to agriculture land owned by the Company and is currently assessing bids it received in
March 2026 to determine feasibility of rebuilding the coffee mill. There can be no assurances the Company will be fully compensated
for losses incurred to structures destroyed in the fire or that insurance proceeds will be sufficient to rebuild the coffee mill or
other structures. Additionally, the Company could experience losses that exceed its insured limits, and further claims for certain
losses could be denied or subject to deductibles or exclusions under its insurance policies. The Company has relocated its offices
to temporary office facilities located on its lands in Kaanapali.
**Inflation and Interest Rates**
High rates of inflation adversely
affect real estate development generally because of their impact on interest rates. However, high rates of inflation may permit the Company
to increase the prices that it charges in connection with land sales, subject to a slowdown in sales and increase in home construction
costs and to general economic conditions affecting the real estate industry and local market factors.
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. Interest rates are subject to change, including as a result of mandatory fiscal policy decisions, adverse macroeconomic
conditions, and market volatility, which, in turn, could cause adverse financial impacts to the Company and real estate development generally.
**Water Use Permits**
By letters dated October 28, 2022,
CWRM officially designated all six Aquifer System Areas of the Lahaina Aquifer Sector, Maui, as Ground Water Management Areas, as of August
6, 2022. CWRM notified the Company that by August 5, 2023, the Company would need to apply for ground and surface water use permits to
continue the Company's use of certain wells that are integral to the Company's entire operations. The Company has submitted such applications
for permits. In response to the Companys applications for permits, the Company received letters dated July19, 2024 from CWRM
requesting additional information for both of the Companys ground water and surface water applications. Such responses were due
within 30 days of the date of the letters. The Company obtained an extension for its responses to the letters and such responses were
subsequently submitted. The permits, when or if granted and subject to various conditions, would preserve the Company's existing water
uses as of August 6, 2022. The Company cannot provide any assurances that CWRM will approve such permit applications for the amounts of
water the Company seeks or impose conditions on such use that might affect the Companys operations. If CWRM should fail to approve
the Companys water requests or impose onerous conditions on its use, CWRMs actions could delay the Companys development
in substantial and material respects and affect the Companys operations and finances. Further, in the event permits adequate to
the Company's plans are not received timely or at all, there could be negative impacts on the west Maui real estate market as a whole
and the development and sale of the Company's lands on the Island of Maui, thereby materially and adversely affecting the Company's operations,
land sales, land values, results, and financial position.
23
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****
**Pension Plan**
In 2023, the Company terminated
its former Pension Plan (the Pension Plan) and transferred $5 million to a qualified replacement plan (QRP).
Such assets are maintained in a suspense account within the QRP pending allocation to plan participants. The assets will be allocated
to the participants in the QRP who were participants in the terminated Pension Plan and the employees of certain affiliates of the Company
and were concluded as eligible participants per the Employee Retirement Income Security Act (ERISA) required for QRPs. Such
allocations are planned to be allocated ratably over a period not to exceed seven years to comply with regulatory requirements. In February
2025 and 2024, approximately $1.1 million and $1 million, respectively, was allocated to the participants in the QRP.
**Land Development**
In September 2014, Kaanapali Land
Management Corp. (KLMC), pursuant to a property and option purchase agreement (Purchase Agreement) with Newport
Hospital Corporation (NHC), sold a parcel of approximately 14.9 acres in West Maui. The Purchase Agreement included an Infrastructure
Improvement Agreement (as subsequently amended) which committed KLMC to fund up to $0.6 million depending on various factors, for off-site
roadway, sewer and electrical improvements that will also provide service to other KLMC properties. KLMC may, at its discretion, design,
construct, install, and complete all or portions of the off-site road, sewer and/or electrical improvements, in which case the developer
shall pay to KLMC the total costs thereof, less the KLMC committed amount. In relation to such sewer line improvement, KLMC entered into
a contract for $1.1 million to install the sewer line. KLMC has paid $1.1 million on the contract which has been recorded as a receivable,
less KLMCs sewer line commitment of $0.2 million. In accordance with the Infrastructure Improvement Agreement, the receivable accrues
interest of 6.5% and is secured by the property. Due to the receipt of a Demand for Arbitration, discussed below, the Company recorded
credit loss reserves in the amount of $0.1 million and $1 million for the years ended December 31, 2025 and 2024, respectively, on its
receivable with NHC based on its evaluation of the probability of default that exists at NHC. The total amount of the credit loss reserve
of approximately $1.1 million represents the entire receivable amount and interest incurred as of December 31, 2025. In conjunction with
the Infrastructure Improvement Agreement, the Company retains certain approval rights relating to the uses and designs of the site to
ensure the uses and designs are aligned with the Companys planned master development. If such uses result in a dispute with the
developer of the site, development of the site could be delayed. The 14.9 acre site is intended to be used for a critical access hospital,
skilled nursing facility, assisted living facility, and independent living facility.
On August 5, 2024, NHC served KLMC with a Demand for Arbitration, administrated by Dispute Prevention
and Resolution, Inc. (DPR), relating to the Infrastructure Improvement Agreement and NHCs development of the site.
NHC alleges, among other things, that KLMC wrongfully caused significant delays, increased costs and related damages to NHC with respect
to NHCs planning and construction of the infrastructure improvements required of NHC under the Infrastructure Improvement Agreement
(as subsequently amended). NHC seeks judgment for declaratory relief that the Infrastructure Improvement Agreement between NHC and KLMC
is void; in the alternative, for reformation of the Infrastructure Improvement Agreement; for award of damages in an amount to be proven
at arbitration; for attorneys fees and costs; for prejudgment and post-judgment interest on any monetary award; and for such other
and further relief as the arbitrator deems appropriate. On October 25, 2024, KLMC filed an Answering Statement to NHCs Demand for
Arbitration and KLMCs counterclaim against NHC. On November 5, 2024, DPR confirmed the assignment of a mutually agreed upon arbitrator.
The pre-arbitration discovery process is ongoing. The parties mutually agreed to defer the arbitration proceedings as the parties evaluate
an alternative to arbitration. The arbitration proceedings have been rescheduled for July13, 2026, if the parties are unable to
agree to an alternative to arbitration. KLMC will continue to vigorously defend. However, there can be no assurance that the eventual
outcome of the arbitration will not result in any material liability or a material impact on business and financial results for KLMC.
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On June 13, 2024, Pioneer
Mill Company, LLC. (PMC), entered into a property sale agreement (PMC Sales Agreement) with an unrelated
third party for the sale of four parcels of land, aggregating approximately 21 acres (the PMS land parcels) located in
Lahaina, Hawaii. Pursuant to the PMC Sales Agreement, the sales price for the PMS land parcels was $20 million and the closing of the
sale of the PMS land parcels is subject to the due diligence period. On October 31, 2024, pursuant to a Third Amendment to the PMC
Sales Agreement, the deadline was extended to November 29, 2024 for the purchaser to deliver the Notice to Proceed and such notice
was properly received. The purchaser deposited a total of $2 million into an escrow account, managed by a title company, established
for the sale of the property. The sale of the property closed on March10,
2026 and at the closing PMC received $19.9 million in cash.
The Company is in the
planning stages for the development of a 295-acre parcel in KCF Mauka. The parcel is to be comprised of 61 agricultural lots that
will be offered to individual buyers. The Company expects to develop the parcel in phases and all phases have been submitted to the
County for subdivision approval. The Company has been working with the County to resolve certain of the Countys comments
relating to the subdivision. The Companys understanding is that all outstanding comments from the County have been resolved
verbally with County staff. The final approval letter has been pending and additional efforts are being made to secure the approval.
Upon final subdivision approval of all phases and receipt of final plat of the first phase from the County, which requires a bond in
the amount of the cost to develop the first phase, the Company can pre-sell the undeveloped lots in the first phase. The Company
expects to market the lots in the first phase upon receiving final approvals from the County, subject to various contingencies,
including, but not limited to, governmental and market factors and the availability of a bond to secure the first phase of the
development. Also critical to the Companys ability to develop KCF Mauka is the Companys ability to secure water use
permits from the State of Hawaii Commission on Water Resource Management (CWRM). The purveyor for potable water for the Kaanapali
service area, which would supply water to KCF Mauka, is in the process of submitting an application to CWRM for a
permit to secure the water needed to service the development. The Company cannot provide any assurance that CWRM will approve such
permit application for the amount of water needed or CWRM could impose conditions on such use that might affect the feasibility of
the development. See below for further discussion of CWRM. Therefore, there can be no assurance the Company will be able to meet
such timetable, that the subdivision will ultimately be approved or that the lots will sell for prices deemed advantageous by the
Company.
The Company is continuing
with its planning for the development of Puukolii Village, a 241-acre residential development site in the region south of Kaanapali
Coffee Farms. The conceptual master plan is comprised of 20 developable parcels planned for 940 units including a mix of affordable
and market priced homes, both single and multi-family, mixed use commercial, parks, school, and community facilities. Puukolii
Village is fully entitled. Critical to the Companys ability to develop Puukolii Village is the Companys ability to
secure water use permits from the State of Hawaii Commission on Water Resource Management (CWRM). The purveyor for potable water for
the Kaanapali service area, which would supply water to Puukolii Village, is in the process of submitting an application to CWRM for
a permit to secure the water needed to service the development. In August 2025, the Company submitted an application to CWRM for a
permit to secure the water needed to service Puukolii Village. The Company cannot provide any assurance that CWRM will approve such
permit application for the amount of water needed or CWRM could impose conditions on such use that might affect the feasibility of
the development. In conjunction with the potential development of Puukolii Village and in coordination with the possible development
by an unrelated third party of the 14.9 acre site to be used for a critical access hospital, as noted above, the Company entered
into a contract to install a sewer line from the Puukolii Village site to the critical care hospital site. The developer of the
critical access hospital site is obligated to share in the sewer line cost for the portion of the sewer line fronting the critical
care hospital site (see discussion above).
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**Comparison of Results of Operations**
The increase in inventory
as of December 31, 2025 as compared to December 31, 2024 and the related decrease in cost of sales for the year ended December 31, 2025
as compared to the year ended December 31, 2024 is primarily due to the capitalization of the costs of growing coffee during the year
ended December 31, 2025 as compared to the costs of growing coffee being expensed as cost of sales for the year ended December 31, 2024
due to the Companys inability to process the 2024 coffee crop due to the destruction of the Companys coffee mill in the
Lahaina wildfire.
The decrease in retirement
plan investments as of December 31, 2025 as compared to December31, 2024, is primarily due to the QRP allocation that was made to
plan participants during the first quarter of 2025.
The increase in accounts
payable and accrued expenses as of December 31, 2025 as compared to December31, 2024, is primarily due to the timing of coffee milling
expenses relative to the year ended December31, 2025.
The decrease in selling,
general and administrative expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 is due to the
credit loss reserve established during 2024 related to the Companys receivable from Newport Hospital Corporation.
The increase in crop insurance
proceeds for the year ended December 31, 2025 as compared to the year ended December 31, 2024 is due to crop insurance proceeds received
during in May 2025 related to an insured event that occurred during the 2024 crop year.
The decrease in net gain
on property damage and lost profits, net of insurance claims for the year ended December 31, 2025 as compared to the year ended December
31, 2024 is due to the recognition of an insurance advance during the first quarter of 2024 to purchase mill replacement equipment received
from the Companys insurance carriers as a result of the Lahaina wildfire.
See also the notes to the
condensed consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, for additional discussion
of items addressing comparability between years.
**Liquidity and Capital Resources**
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. Reference is made to Item 1. Business, and other footnotes to the consolidated financial
statements included in Item8. Financial Statements and Supplementary Data. 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.
26
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The Company's operations
have in recent periods been primarily reliant upon the net proceeds of sales of developed and undeveloped land parcels.
The Company had cash
and cash equivalents of approximately $16 million as of December31, 2025, which is available for, among other things, working
capital requirements, including future operating expenses, the possible rebuilding of the coffee mill and replacement of equipment
and structures destroyed in the Lahaina wildfire, and the Company's obligations for engineering, planning, regulatory and
development costs, drainage and utilities, environmental remediation costs on existing and former properties, potential liabilities
resulting from tax audits, and existing and possible future litigation. The Company does not anticipate making any distributions for
the foreseeable future.
The Companys liquidity
is influenced by many factors, including the coverage and timing of insurance proceeds, the impact of the Lahaina wildfire (including
on the marketability of property), coffee sales, and completion of property sales on acceptable terms, if at all. Although the Company
believes that it has sufficient liquidity to fund its operations and capital needs over the near term, should the Company be unable to
satisfy its liquidity requirements from its existing resources and future property 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.
**Critical Accounting Estimates**
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, assumptions, and judgments 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 impact of a change in these estimates, assumptions, and judgments could materially affect
the amounts reported in the Companys consolidated financial statements.
The Company reviews its property
for impairment of value if events or circumstances indicate that the carrying amount of its property may not be recoverable. Such reviews
contain uncertainties due to assumptions and judgments considering certain indicators 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. If significant changes occur in future periods, future operating results could be materially impacted.
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Deferred income taxes are accounted
for in accordance with FASB ASC Topic 740 Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Topic 740 requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion of the
deferred income tax asset will not be realized. The Company has a deferred tax asset related to federal net operating losses (NOLs) of
$9,220, of which $4,063 has been subject to a valuation allowance. Such allowance is subject to assumptions and judgment. If the Company
generates taxable income in future years and the Company determines that the valuation allowance is no longer required, the tax benefit
for the remaining deferred tax asset will be recognized at that time. Reference is made to Note 4. Provision for Income Taxes, to the
consolidated financial statements included in Item8. Financial Statements and Supplemental Data, for further discussion.
Material legal proceedings of
the Company include Kaanapali Land, as successor by merger to other entities, and D/C have in the past and continue to be named as defendants
in personal injury actions allegedly based on exposure to asbestos. Cases against Kaanapali Land are allegedly based on its prior business
operations in Hawaii and cases against D/C are allegedly based on sale of asbestos-containing products by D/C's prior distribution business
operations primarily in California. Predicting the outcome of such claims and estimating the costs and exposure requires the Company to
make estimates, assumptions, and judgments that could result in actual costs to be materially different from such estimates. Reference
is made to Note6. Commitments and Contingencies, to the consolidated financial statements included in Item8. Financial Statements
and Supplemental Data, for further discussion.
**Item 7A. Quantitative and Qualitative Disclosures
About Market Risk**
The Company's future earnings,
cash flows and fair values relevant to financial instruments are dependent upon prevailing market rates. Market risk is the risk of loss
from adverse changes in market prices and interest rates. The Company manages its market risk by matching projected cash inflows from
operating properties, financing activities, and investing activities with projected cash outflows to fund capital expenditures and other
cash requirements. The Company does not enter into financial instruments for trading purposes.
****
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****
**Item 8. Financial Statements and Supplementary
Data**
**Kaanapali Land, LLC**
**Index**
Report of Independent Registered Public Accounting
Firm (PCAOB ID Number 248)
Consolidated Balance Sheets, December 31, 2025
and 2024
Consolidated Statements of Operations for the
years ended December 31, 2025 and 2024
Consolidated Statements of Equity for the years
ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the
years ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
The Managing Member and Stockholders
Kaanapali Land, LLC
**Opinion on the financial statements**
We have audited the accompanying consolidated balance sheets of Kaanapali
Land LLC (a Delaware limited liability company) and subsidiaries (the Company) as of December 31, 2025 and 2024, the related
consolidated statements of operations, equity, and cash flows for each of the two years in the period ended December 31, 2025, and the
related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.
****
**Basis for opinion**
These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
****
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****
****
**Critical audit matters**
Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Companys auditor
since 2015.
Dallas, Texas
March 25, 2026
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****
**Kaanapali Land, LLC**
**Consolidated Balance Sheets**
****
**December 31, 2025 and 2024**
*(Dollars in Thousands, except share data)*
| 
| 
| 
| 
| 
| 
| |
| 
| 
2025 | 
| 
2024 | |
| 
Assets | |
| 
Cash and cash equivalents | 
$ | 
15,787 | 
| 
$ | 
23,082 | |
| 
Inventory | 
| 
1,877 | 
| 
| 
-- | |
| 
Property, net | 
| 
64,296 | 
| 
| 
62,992 | |
| 
Retirement plan investments | 
| 
3,292 | 
| 
| 
4,255 | |
| 
Other assets, net | 
| 
497 | 
| 
| 
638 | |
| 
Total assets | 
$ | 
85,749 | 
| 
$ | 
90,967 | |
| 
| 
| 
| 
| 
| 
| |
| 
Liabilities | |
| 
Accounts payable and accrued expenses | 
$ | 
786 | 
| 
$ | 
355 | |
| 
Deposits and deferred gains | 
| 
957 | 
| 
| 
997 | |
| 
Deferred income taxes | 
| 
4,801 | 
| 
| 
5,769 | |
| 
Other liabilities | 
| 
2,072 | 
| 
| 
2,063 | |
| 
| 
| 
| 
| 
| 
| |
| 
Total liabilities | 
| 
8,616 | 
| 
| 
9,184 | |
| 
| 
| 
| 
| 
| 
| |
| 
Commitments and contingencies (Note 6) | 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| |
| 
Equity | |
| 
Common equity, at 12/31/2025 and 12/31/2024
Shares authorized Common shares unlimited, Class
C shares
52,000;Common
shares issued and outstanding 1,792,613
at 12/31/2025
and 12/31/2024, Class C shares issued and
outstanding
52,000 at 12/31/2025 and 12/31/2024 | 
| 
-- | 
| 
| 
-- | |
| 
Additional paid-in capital | 
| 
5,471 | 
| 
| 
5,471 | |
| 
Accumulated earnings | 
| 
71,662 | 
| 
| 
76,312 | |
| 
| 
| 
| 
| 
| 
| |
| 
Total shareholders equity | 
| 
77,133 | 
| 
| 
81,783 | |
| 
| 
| 
| 
| 
| 
| |
| 
Total liabilities and shareholders equity | 
$ | 
85,749 | 
| 
$ | 
90,967 | |
The accompanying notes are an integral part of
the consolidated financial statements.
32
[(table of contents)](#TableOfContents)
**Kaanapali Land, LLC**
**Consolidated Statements of Operations**
****
**Years ended December 31, 2025 and 2024**
*(Dollars in Thousands except Per Share Amounts)*
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
2025 | 
| 
2024 | 
| |
| 
Revenues: | 
| 
| 
| 
| 
| 
| |
| 
Sales and lease income | 
$ | 
623 | 
| 
$ | 
506 | 
| |
| 
Interest and other income | 
| 
1,022 | 
| 
| 
1,445 | 
| |
| 
| 
| 
1,645 | 
| 
| 
1,951 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cost and expenses: | 
| 
| 
| 
| 
| 
| |
| 
Cost of sales | 
| 
1,851 | 
| 
| 
2,774 | 
| |
| 
Selling, general and administrative | 
| 
5,037 | 
| 
| 
6,516 | 
| |
| 
Depreciation and amortization | 
| 
133 | 
| 
| 
205 | 
| |
| 
| 
| 
7,021 | 
| 
| 
9,495 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Operating loss before other income and income taxes | 
| 
(5,376) | 
| 
| 
(7,544) | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Other income: | 
| 
| 
| 
| 
| 
| |
| 
Crop insurance proceeds | 
| 
682 | 
| 
| 
-- | 
| |
| 
Net gain on property damage and lost profits,
net of insurance
claims | 
| 
-- | 
| 
| 
6,243 | 
| |
| 
| 
| 
682 | 
| 
| 
6,243 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Loss before income taxes | 
| 
(4,694) | 
| 
| 
(1,301) | 
| |
| 
Income tax benefit | 
| 
968 | 
| 
| 
210 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net loss | 
$ | 
(3,726) | 
| 
$ | 
(1,091) | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net loss per share basic and diluted | 
$ | 
(2.02) | 
| 
$ | 
(0.59) | 
| |
The accompanying notes are an integral part of
the consolidated financial statements.
33
[(table of contents)](#TableOfContents)
**Kaanapali Land, LLC**
**Consolidated Statements of Equity**
****
**Years ended December 31, 2025 and 2024**
*(Dollars in Thousands)*
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
Common
Stock | 
| 
Additional
Paid-In
Capital | 
| 
Accumulated
(Deficit)
Earnings | 
| 
| 
Total
Stockholders
Equity | 
| |
| 
Balance December 31, 2023 | 
| 
$ | 
-- | 
| 
$ | 
5,471 | 
| 
$ | 
78,240 | 
| 
| 
$ | 
83,711 | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Distribution for retirement
plan contribution for
employees of affiliates
under common control | 
| 
| 
-- | 
| 
| 
-- | 
| 
| 
(837) | 
| 
| 
| 
(837) | 
| 
| |
| 
Net loss | 
| 
| 
-- | 
| 
| 
-- | 
| 
| 
(1,091) | 
| 
| 
| 
(1,091) | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Balance December 31, 2024 | 
| 
| 
-- | 
| 
| 
5,471 | 
| 
| 
76,312 | 
| 
| 
| 
81,783 | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Distribution for retirement
plan contribution for
employees of affiliates
under common control | 
| 
| 
-- | 
| 
| 
-- | 
| 
| 
(924) | 
| 
| 
| 
(924) | 
| 
| |
| 
Net loss | 
| 
| 
-- | 
| 
| 
-- | 
| 
| 
(3,726) | 
| 
| 
| 
(3,726) | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Balance December 31, 2025 | 
| 
$ | 
-- | 
| 
$ | 
5,471 | 
| 
$ | 
71,662 | 
| 
| 
$ | 
77,133 | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
The accompanying notes are an integral part of
the consolidated financial statements.
34
[(table of contents)](#TableOfContents)
**Kaanapali Land, LLC**
**Consolidated Statements of Cash Flows**
****
**Years ended December 31, 2025 and 2024**
*(Dollars in Thousands)*
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
2025 | 
| 
2024 | 
| |
| 
Cash flows from operating activities: | 
| 
| 
| 
| 
| 
| |
| 
Net loss | 
$ | 
(3,726) | 
| 
$ | 
(1,091) | 
| |
| 
Adjustments to reconcile net loss to net cash provided
by
(used in) operating activities: | 
| 
| 
| 
| 
| 
| |
| 
Proceeds from business interruption and casualty loss insurance | 
| 
-- | 
| 
| 
(5,970) | 
| |
| 
Interest from retirement plan investments | 
| 
(135) | 
| 
| 
(207) | 
| |
| 
Depreciation and amortization | 
| 
133 | 
| 
| 
205 | 
| |
| 
Credit loss reserve | 
| 
62 | 
| 
| 
988 | 
| |
| 
Provision
for inventory | 
| 
778 | 
| 
| 
-- | 
| |
| 
Deferred income taxes | 
| 
(968) | 
| 
| 
(210) | 
| |
| 
Insurance proceeds from business interruption | 
| 
-- | 
| 
| 
3,827 | 
| |
| 
Changes in operating assets and liabilities: | 
| 
| 
| 
| 
| 
| |
| 
Inventory | 
| 
(2,546) | 
| 
| 
-- | 
| |
| 
Other assets | 
| 
79 | 
| 
| 
(134) | 
| |
| 
Accounts payable, accrued expenses, deposits,
deferred gains and
other | 
| 
400 | 
| 
| 
(187) | 
| |
| 
Net cash used in operating activities | 
| 
(5,923) | 
| 
| 
(2,779) | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash flows from investing activities: | 
| 
| 
| 
| 
| 
| |
| 
Property additions | 
| 
(1,577) | 
| 
| 
(2,997) | 
| |
| 
Property disposals | 
| 
31 | 
| 
| 
-- | 
| |
| 
Insurance proceeds from casualty loss | 
| 
-- | 
| 
| 
2,416 | 
| |
| 
Proceeds from retirement plan investments | 
| 
1,098 | 
| 
| 
1,019 | 
| |
| 
Net cash provided by (used in) investing activities | 
| 
(448) | 
| 
| 
438 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash flows from financing activities: | 
| 
| 
| 
| 
| 
| |
| 
Distribution for retirement plan contribution
for employees of
affiliates
under common control | 
| 
(924) | 
| 
| 
(837) | 
| |
| 
Net cash used in financing activities | 
| 
(924) | 
| 
| 
(837) | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net decrease in cash and cash equivalents | 
| 
(7,295) | 
| 
| 
(3,178) | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash and cash equivalents at beginning of year | 
| 
23,082 | 
| 
| 
26,260 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash and cash equivalents at end of year | 
$ | 
15,787 | 
| 
$ | 
23,082 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Supplemental Cash Flow Information: | 
| 
| 
| 
| 
| 
| |
| 
Income taxes paid | 
$ | 
-- | 
| 
$ | 
62 | 
| |
The accompanying notes are an integral part of
the consolidated financial statements.
35
[(table of contents)](#TableOfContents)
**Kaanapali Land, LLC**
**Notes to Consolidated Financial Statements**
*(Dollars in Thousands)*
**(1) Summary of Significant Accounting Policies**
**Basis of Presentation**
The accompanying consolidated
financial statements include the accounts of Kaanapali Land, LLC and all of its subsidiaries and its predecessors (collectively, the "Company")
(Kaanapali Land). All significant intercompany transactions and balances have been eliminated in consolidation.
****
There are 1,792,613 Common
Shares and 52,000 Class C Shares issued, all of which are outstanding at December 31, 2025.
The Company's continuing
operations are in two business segments - Agriculture and Property. The Agriculture segment primarily engages in farming, harvesting and
milling operations relating to coffee orchards and also cultivates, harvests and sells bananas and citrus fruits and engages in certain
ranching operations. The Property segment primarily develops land for sale and negotiates bulk sales of undeveloped land. The Property
and Agriculture segments operate exclusively in the State of Hawaii. For further information on the Company's business segments see Note
7. Business Segment Information.
****
**Property**
Property is stated at cost.
Depreciation is based on the straight-line method over the estimated economic lives of 15-40 years for the Company's depreciable land
improvements, 3-18 years for machinery and equipment. Maintenance and repairs are charged to operations as incurred. Significant betterments
and improvements are capitalized and depreciated over their estimated useful lives.
| 
| 
| 
| 
| 
| 
| |
| 
| 
2025 | 
| 
2024 | |
| 
Property, net: | 
| 
| 
| 
| 
| |
| 
Land and land improvements | 
$ | 
61,098 | 
| 
$ | 
60,942 | |
| 
Buildings | 
| 
1,030 | 
| 
| 
812 | |
| 
Machinery and equipment | 
| 
7,503 | 
| 
| 
6,405 | |
| 
| 
| 
69,631 | 
| 
| 
68,159 | |
| 
Accumulated depreciation | 
| 
(5,335) | 
| 
| 
(5,167) | |
| 
| 
| 
| 
| 
| 
| |
| 
Property, net | 
$ | 
64,296 | 
| 
$ | 
62,992 | |
The Company's significant
property holdings are on the island of Maui consisting of approximately 3,900 acres, of which approximately 1,500 acres is classified
as conservation land which precludes development. The Company evaluates its long lived assets for impairment when events or changes in
circumstances indicate that the carrying amount may not be recoverable. Based on managements current projections for the development
and/or disposition of its property holdings, including consideration of market conditions and expected proceeds, the Company has determined
that the carrying amounts of its property holdings are recoverable as of the reporting date.
36
[(table of contents)](#TableOfContents)
Inventory of land held for
sale, if any, is carried at the lower of cost or fair market value, less costs to sell, which is based on current and foreseeable market
conditions, discussions with real estate brokers and review of historical land sale activity (Level 2 and 3). The Company has determined
that none of its properties currently meet held for sale criteria. Land is currently utilized for commercial specialty coffee farming
operations which also support the Companys land development program, as well as, farming bananas, citrus, other farm products,
and ranching operations. Additionally, miscellaneous parcels of land had been leased or licensed to third parties on a short term basis
prior to the Lahaina wildfire, as discussed below.
The Companys Pioneer
Mill Site has been negatively impacted by the Lahaina, Hawaii wildfires that occurred on August 8, 2023. The Companys offices and
coffee mill were located on the site as well as various other structures and a building which was leased to an unrelated third party and
used to operate a coffee store. The Company also utilized portions of the property for short term license agreements with third parties
that generated income for the Company. The Companys offices, coffee store building, coffee mill and warehouses, as well as most
of the personal property of the licensees was destroyed. The damage to the coffee mill has disrupted the coffee farming operations and
prevented the Company from processing and selling the 2023 and 2024 year coffee crop. In 2025, the Company harvested its coffee crop and
outsourced pulping and drying to an unaffiliated coffee mill on Maui that became operational in January 2025. Separately, the Company
assembled a temporary dry mill at a short term leased warehouse, where it is hulling, grading, and bagging coffee. Coffee sales resumed
in December 2025. The widespread destruction to Lahaina town and the surrounding area has also adversely affected the long-term economy
on Maui, especially the businesses and economy in west Maui where the Companys operations exist. The Pioneer Mill Site was leased by a U.S. Army Corps of Engineers (USACE) contractor
and was used as a base yard for the clean-up of residential lots impacted by the fires in Lahaina, which clean-up has been completed.
The contractors lease term expired July23, 2025 and the contractor has vacated the property.
During 2023, the
Company initiated claims with its insurance carriers and in October 2023 the Company received an initial, unallocated advance
payment of $1,000.
In June 2024, the Company received $4,882
and in August 2024 received $1,088
from its insurance carrier. The Companys insurance coverage for business interruption relating to the fire expired in August
2025. The Companys insurance carrier has compensated the Company for the majority of its losses relating to business
interruption through July 2025 for the lack of coffee sales in the coffee farming operations and loss of income for licensees at the
Pioneer Mill site as well as partial payments for initial estimates of losses relating to structures and equipment destroyed in the
fire and other claim related costs. The Company has completed the design of the relocation of its coffee mill to agriculture land
owned by the Company and is currently assessing bids it received in March 2026 to determine feasibility of rebuilding the coffee mill.
There can be no assurances the Company will be fully compensated for losses incurred to structures destroyed in the fire or that
insurance proceeds will be sufficient to rebuild the coffee mill or other structures. Additionally, the Company could experience
losses that exceed its insured limits, and further claims for certain losses could be denied or subject to deductibles or exclusions
under its insurance policies. The Company has relocated its offices to temporary office facilities located on its lands in
Kaanapali.
On August 4, 2025 a fire
occurred on approximately 30 acres of land owned by KLMC. The fire burned grassland as well as various structures which were formerly
used as a repair shop and storage outbuildings for the former Sugar Cane Train operated by an unrelated third party. Several train cars
were also damaged in the fire. The net book value of the assets that were damaged in the fire was $0, and as a result, no impairment was
recognized. The Company has initiated a claim with its insurance carrier and continues to assess the damage and related financial impact
to its operations but is currently not aware of any material adverse effect to its current operations.
37
[(table of contents)](#TableOfContents)
The Company reviews its property
for impairment of value if events or circumstances indicate that the carrying amount of its property may not be recoverable. Such reviews
contain uncertainties due to assumptions and judgments considering certain indicators of impairment such as significant changes in asset
usage, significant deterioration in the surrounding economy or environmental problems.
Provisions for impairment losses
related to long-lived assets, if any, are recognized when expected future cash flows are less than the carrying values of the assets.
If indicators of impairment are present, the Company evaluates the carrying value of the related long-lived assets in relationship to
the future undiscounted cash flows of the underlying operations or anticipated sales proceeds. The Company adjusts the net book value
of property to fair value if the sum of the expected undiscounted future cash flow or sales proceeds is less than book value. Assets held
for sale are recorded at the lower of the carrying value of the asset or fair value less costs to sell.
As a result of the fires, the
Company performed an impairment evaluation of its asset groups to determine if provisions for impairment losses should be recognized.
Based on the evaluation and continued monitoring, the Company concluded a provision for impairment should not be recognized for the year
ended December31, 2025.
**Use of Estimates**
The preparation of financial
statements in conformity with generally accepted accounting principles in the United States (GAAP) 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.
**Cash and Cash Equivalents**
The Company considers as
cash equivalents all investments with maturities of three months or less when purchased. Included in this balance as of December31,
2025 is a money market fund for $14,232 that is considered to be a fair value hierarchy Level1 investment. Interest and other income
include interest earned on the money market funds. The Companys cash balances are maintained primarily in two financial institutions.
Such balances significantly exceed the Federal Deposit Insurance Corporation insurance limits. Management does not believe the Company
is exposed to significant risk of loss on cash and cash equivalents.
**Inventory**
The costs of growing
crops, including but not limited to labor, fertilization, fuel, crop nutrition, irrigation, depreciation, and processing are
capitalized into inventory throughout the respective crop year. Such costs, valued using an average cost per pound method, are
expensed as cost of sales when the crops are sold. Inventory is stated at the lower of cost or net realizable value. The Company
recorded a provision for inventory of $778,
recorded within cost of goods sold in the consolidated statement of operations as of December31, 2025, as a result of severe
draught, coffee berry borer and coffee leaf rust.
Inventory consists of dry
parchment coffee, which has not yet been hulled and green coffee, which has been hulled, sorted, graded, and bagged for sale. Inventory,
as of December31, 2025, is presented in the table below (in thousands):
| 
Dry parchment coffee | 
$ | 
1,479 | |
| 
Green coffee | 
| 
398 | |
| 
Inventory | 
$ | 
1,877 | |
Coffee crop inventory was
not capitalized as of December31, 2024 due to the wildfires.
38
[(table of contents)](#TableOfContents)
**Allowance for Credit Loss
Reserve**
Allowances for credit loss
are based on the Companys assessment of the collectability of receivables considering delinquency status and related aging, if
applicable, and an evaluation of expected risk of credit loss based on current conditions and reasonable and supportable forecasts of
future economic conditions over the life of receivable. Account balances would be charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. The Companys exposure to credit losses on accounts
receivable is limited to its receivable from Newport Hospital Corporation (NHC). The Company established a reserve for credit
loss based on the receipt of a Demand for Arbitration received from NHC. The Company recorded credit loss reserves in the amount of $62
and $988 for the years ended December31, 2025 and 2024, respectively. The credit loss reserve is recorded within other assets, net
in the consolidated balance sheet at December 31, 2025. Reference is made to Note 2. Land Development for further discussion.
**Subsequent Events**
The Company has performed
an evaluation of subsequent events from the date of the financial statements included in this annual report through the date of its filing
with the Securities and Exchange Commission. For further information see Note 9. Subsequent Events.
**Revenue Recognition**
In accordance with the core
principle of Accounting Standards Codification (ASC) 606, revenue from real property sales is recognized at the time of
closing when control of the property transfers to the buyer. After closing of the sale transaction, the Company has no remaining performance
obligation. When the sale does not meet the requirements for full profit recognition, all or a portion of the profit is deferred until
such requirements are met.
Other revenues in the scope
of ASC 606 are recognized when control of goods or services transfers to the customers, in the amount that the Company expects to receive
for the transfer of goods or provision of services.
Revenue recognition standards
require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled to receive in exchange. The revenue recognition standards have implications for
all revenues, excluding those that are under the specific scope of other accounting standards.
The Companys revenues
that were subject to revenue recognition standards for the years ended December31, 2025 and 2024 were $375 and $300, respectively,
related to agricultural products and other sales.
The revenue recognition standards
require the use of a five-step model to recognize revenue from customer contracts. Thefive-step model requires that the Company
(i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, including variable consideration to the extent that it is probable that a significant future reversal willnotoccur,
(iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as)
the Company satisfies the performance obligation.
39
[(table of contents)](#TableOfContents)
**Lease Accounting**
The Companys lease
arrangements, both as lessor and as lessee, are short-term leases. The Company leases land to tenants under operating leases, and the
Company leases property, primarily office, storage and coffee milling space, from lessors under operating leases. During the years ended
December 31, 2025 and 2024, the Company recognized $248 and $206, respectively, of lease income, substantially comprised of non-variable
lease payments. During the years ended December31, 2025 and 2024, the Company recognized $310 and $205, respectively, of lease expense,
substantially comprised of non-variable lease payments.
**Recently Adopted Accounting
Pronouncements**
In December 2023, the FASB issued
ASU No. 2023-09 (ASU 2023-09),Income Taxes (Topic 740): Improvement to Income Tax Disclosuresto enhance the
transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.
ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. The adoption of ASU 2023-09 is
disclosed in the Companys Note 4. Provision for Income Taxes.
****
**Recently Issued Accounting Pronouncements**
In October 2023, the FASB issued
ASU No. 2023-06 (ASU 2023-06),Disclosure Improvements - Codification Amendment in Response to the SECs Disclosure
Update and Simplification Initiative. This ASU modified the disclosure and presentation requirements of a variety of codification topics
by aligning them with the SECs regulations. The amendments to the various topics should be applied prospectively, and the effective
date will be determined for each individual disclosure based on the effective date of the SECs removal of the related disclosure.
If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not
become effective. Early adoption is prohibited. While the Company is currently evaluating the effect that implementation of this update
will have on its consolidated financial statements, no significant impact is anticipated.
In November 2024, the FASB issued
ASU No. 2024-03 (ASU 2024-03), Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of
Income Statement Expenses. This ASU requires entities to improve the disclosures about business expenses and provide more detailed information
about the types of expenses in commonly presented expense captions. In addition, the amendments in the ASU improve financial reporting
by requiring that entities disclose additional information about specific expense categories in the notes to financial statements at interim
and annual reporting periods. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, and requires retrospective application to all prior periods presented in the financial
statements. Early adoption is permitted. While the Company is currently evaluating the effect that implementation of this update will
have on its consolidated financial statements, no significant impact is anticipated.
40
[(table of contents)](#TableOfContents)
**Other Liabilities**
Other liabilities are comprised
of estimated liabilities for losses, commitments and contingencies related to various divested assets or operations. These estimated liabilities
include the estimated effects of certain asbestos related claims, obligations related to former officers and employees such as pension,
post-retirement benefits and workmen's compensation. Management's estimates are based, as applicable, on taking into consideration claim
amounts filed by third parties, life expectancy of beneficiaries, advice of consultants, negotiations with claimants, historical settlement
experience, the number of new cases expected to be filed and the likelihood of liability in specific situations. Management periodically
reviews the adequacy of each of its loss contingency amounts and adjusts such as it determines the appropriate loss contingency amount
to reflect current information. Reference is made to Note6. Commitments and Contingencies for further discussion.
**Provision for Income Taxes**
The Companys provision
for income taxes is accounted for under the asset and liability method which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets
and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial
reporting amounts (temporary differences) at enacted tax rates in effect for the years in which the differences are expected to reverse.
A valuation allowance reduces deferred tax assets when it is more likely than not some portion or all of the deferred tax assets, including
net operating losses, will not be realized. As of December31, 2025 and 2024, there were no uncertain tax positions that had a material
impact on the Company's consolidated financial statements.
**(2) Land Development**
In September 2014, Kaanapali Land
Management Corp. (KLMC), pursuant to a Property and option purchase agreement (Purchase Agreement) with Newport
Hospital Corporation (NHC), sold a parcel of approximately 14.9 acres in West Maui. The Purchase Agreement included an Infrastructure
Improvement Agreement (as subsequently amended) which commits KLMC to fund up to $583, depending on various factors, for off-site roadway,
sewer and electrical improvements that will also provide service to other KLMC properties. KLMC may, at its discretion, design, construct,
install, and complete all or portions of the off-site road, sewer and/or electrical improvements, in which case the developer shall pay
to KLMC the total costs thereof, less the KLMC committed amount. In relation to such sewer line improvement, KLMC entered into a contract
for $1,137, as amended, to install the sewer line. KLMC paid $1,115 on the contract which has been recorded as a receivable, less KLMCs
sewer line commitment of $208. In accordance with the Infrastructure Improvement Agreement, the receivable accrues interest of 6.5% and
is secured by the 14.9 acre property. Due to the receipt of a Demand for Arbitration, discussed in Note 6. Commitments and Contingencies,
the Company recorded credit loss reserves in the amount of $62 and $988 for the years ended December31, 2025 and 2024, respectively,
on its receivable with NHC based on its evaluation of the probability of default that exists at NHC. The total amount of the credit loss
reserve of $1,050 represents the entire receivable amount and interest incurred as of December 31, 2025. The credit loss reserve is recorded
within Other assets, net in the consolidated balance sheet as of December31, 2025 and 2024. In conjunction with the Infrastructure
Improvement Agreement, the Company retains certain approval rights relating to the uses and designs of the site to ensure the uses and
designs are aligned with the Companys planned master development. If such uses result in a dispute with the developer of the site,
development of the site could be delayed. The 14.9 acre site is intended to be used for a critical access hospital, skilled nursing facility,
assisted living facility, and independent living facility.
41
[(table of contents)](#TableOfContents)
On June 13, 2024, Pioneer
Mill Company, LLC. (PMC), entered into a property sale agreement (PMC Sales Agreement) with an unrelated
third party for the sale of four parcels of land, aggregating approximately 21 acres (the PMS land parcels) located in
Lahaina, Hawaii. Pursuant to the PMC Sales Agreement, the sales price for the PMS land parcels was $20,000,
and the closing of the sale of the PMS land parcels was subject to the due diligence period. On October 31, 2024, pursuant to a
Third Amendment to the PMC Sales Agreement, the deadline was extended to November29, 2024 for the purchaser to deliver the
Notice to Proceed and such notice was properly received. The purchaser deposited a total of $2,000
into an escrow account, managed by a title company, established for the sale of the property. The sale of the property closed on
March10, 2026 and at the closing of the transaction, PMC received $19,900 in cash from the buyer for the sale (subject to
adjustment for closing costs, escrow agent fees, and applicable prorated items pursuant to the PMC Sales Agreement). 
Project costs associated
with the development and construction of real estate projects are capitalized and classified as Property, net. Such capitalized costs
are not in excess of the projects' estimated fair value as reviewed periodically or as considered necessary. In addition, interest, insurance
and property tax are capitalized to qualifying assets during the period that such assets are undergoing activities necessary to prepare
them for their intended use.
For development projects,
capitalized costs are allocated using the direct method for expenditures that are specifically associated with the lot being sold and
the relative-sales-value method for expenditures that benefit the entire project.
**(3) Retirement Plan Investments**
****
In 2023, the Company terminated
its defined benefit pension plan (the Pension Plan) and transferred $5,000 to a qualified replacement plan (QRP).
In accordance with U.S. GAAP, the amount transferred to the QRP is reflected as Retirement plan investments on the Companys consolidated
balance sheet as of December31, 2025. Such assets are considered to be a fair value hierarchy Level 1 investment, and are maintained
in a suspense account within the QRP pending allocation to plan participants. The assets will be allocated to the participants in the
QRP who were participants in the terminated Pension Plan and the employees of certain affiliates, all of which have some degree of common
ownership with the Company and were concluded as eligible participants per the Employee Retirement Income Security Act (ERISA)
requirements for QRPs. Such allocations are planned to be allocated ratably over a period not to exceed seven years to comply with regulatory
requirements. On February 10, 2025, approximately $1,098 was allocated to the participants in the QRP. Approximately $174 was allocated
to participants in the terminated Pension Plan and is reflected in general and administrative expenses in the consolidated statement of
operations for the year ended December 31, 2025 and approximately $924 was allocated to employees of affiliated companies and is reflected
as a distribution from accumulated earnings on the consolidated balance sheet as of December 31, 2025. On February26, 2024, approximately
$1,019 was allocated to the participants in the QRP. Approximately $182 was allocated to participants in the terminated Pension Plan and
is reflected in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2024 and
approximately $837 was allocated to employees of affiliated companies and is reflected as a distribution from accumulated earnings on
the consolidated balance sheet as of December 31, 2024.
42
[(table of contents)](#TableOfContents)
The Company maintains a nonqualified
deferred compensation arrangement (the "Rabbi Trust") which provides certain former directors of Amfac Hawaii, LLC (now known
as KLC Land Company, LLC, a direct subsidiary of Kaanapali Land through which the Company conducts substantially all of its operations)
and their spouses with pension benefits. The deferred compensation liability of $243 and $271, included in Other liabilities, and assets
funding such deferred compensation liability of $18 and $15, included in Other assets, are consolidated in the Company's consolidated
balance sheet as of December31, 2025 and 2024, respectively.
****
**(4)Provision
for Income Taxes**
The Companys income
from operations is derived solely from within the United States (U.S.). The Companys income tax expense (benefit)
are presented in the table below (in thousands):
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
Year Ended December 31, | |
| 
| 
| 
2025 | 
| 
2024 | |
| 
Current: | 
| 
| 
| 
| 
| 
| |
| 
Federal | 
| 
$ | 
-- | 
| 
$ | 
-- | |
| 
State | 
| 
| 
-- | 
| 
| 
-- | |
| 
Total current tax expense | 
| 
| 
-- | 
| 
| 
-- | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Deferred: | 
| 
| 
| 
| 
| 
| |
| 
Federal | 
| 
| 
(961) | 
| 
| 
(283) | |
| 
State | 
| 
| 
(7) | 
| 
| 
73 | |
| 
Total deferred tax expense | 
| 
| 
(968) | 
| 
| 
(210) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Income tax benefit | 
| 
$ | 
(968) | 
| 
$ | 
(210) | |
The Company did not pay income
taxes or have unrecognized tax benefits for the year ended December31, 2025.
The reconciliation of the
U.S. federal income tax provision at the statutory federal income tax rate of 21% for the year ended December 31, 2025, to our provision
for income taxes are presented the table below (dollars in thousands):
| 
| 
Year Ended December 31, 2025 | |
| 
| 
| 
Amount | 
| 
Percentage | |
| 
U.S. federal statutory tax rate | 
| 
$ | 
(985) | 
| 
| 
21.0% | |
| 
State income taxes | 
| 
| 
(235) | 
| 
| 
5.0% | |
| 
Nontaxable or nondeductible items: | 
| 
| 
| 
| 
| 
| |
| 
Change
in valuation allowance | 
| 
| 
221 | 
| 
| 
-4.7% | |
| 
Other | 
| 
| 
31 | 
| 
| 
-0.7% | |
| 
Income
tax benefit and
Effective
income tax rate | 
| 
$ | 
(968) | 
| 
| 
20.6% | |
The states that contribute
to the tax effect in the state income taxes category include Illinois and Hawaii for 2025.
43
[(table of contents)](#TableOfContents)
The table above reflects
the ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which was adopted prospectively for the
year ended December 31, 2025. Reference is made to Note 1. Summary of Significant Accounting Policies for further discussion regarding
the adoption of ASU 2023-09.
The reconciliation of the
U.S. federal income tax provision at the statutory federal income tax rate of 21% for the year ended December 31, 2024 to income tax expense/(benefit)
attributable to income from continuing operations, as previously disclosed, prior to the adoption of ASU 2023-09, is presented the table
below (dollars in thousands):
| 
| 
| 
| 
| |
| 
| 
| 
2024 | |
| 
Federal provision at 21% | 
| 
$ | 
(275) | |
| 
State provision at 5% | 
| 
| 
(66) | |
| 
| 
| 
| 
| |
| 
State NOLs generated | 
| 
| 
127 | |
| 
| 
| 
| 
| |
| 
Other | 
| 
| 
4 | |
| 
Income tax benefit | 
| 
$ | 
(210) | |
Deferred income taxes reflect
the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. The deferred tax effects of temporary differences at December31, 2025 and 2024 are as
follows:
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
December 31, | 
| |
| 
| 
| 
2025 | 
| 
2024 | 
| |
| 
Deferred tax assets: | 
| 
| 
| 
| 
| 
| 
| |
| 
Loss contingencies related primarily
to losses on
divestitures | 
| 
$ | 
600 | 
| 
$ | 
590 | 
| |
| 
Loss carryforwards | 
| 
| 
11,602 | 
| 
| 
10,774 | 
| |
| 
Other, net | 
| 
| 
177 | 
| 
| 
172 | 
| |
| 
Total deferred tax assets | 
| 
| 
12,379 | 
| 
| 
11,536 | 
| |
| 
Less valuation allowance | 
| 
| 
6,446 | 
| 
| 
6,549 | 
| |
| 
Total deferred tax assets | 
| 
| 
5,933 | 
| 
| 
4,987 | 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Deferred tax liabilities: | 
| 
| 
| 
| 
| 
| 
| |
| 
Property, plant and equipment, principally
due to purchase
accounting adjustments,
net of impairment charges | 
| 
| 
10,734 | 
| 
| 
10,756 | 
| |
| 
Total deferred tax liabilities | 
| 
| 
10,734 | 
| 
| 
10,756 | 
| |
| 
Net deferred tax liability | 
| 
$ | 
4,801 | 
| 
$ | 
5,769 | 
| |
44
[(table of contents)](#TableOfContents)
As of December 31, 2025, the Company
has a deferred tax asset related to federal NOLs of $9,220 ($43,901 of gross NOLs), of which $4,063 has been subject to a valuation allowance.
The NOLs originated in 2006 through 2017 will expire over 20 years. The NOLs originated in 2018 and later years will not expire. As of
December 31, 2025, the Company has a deferred tax asset related to state NOLs of $2,383 ($47,658 of gross NOLs), all of which has been
subject to a valuation allowance. The state NOLs expire in various years through 2045.
The statutes of limitations
with respect to the Company's taxes for 2022 and more recent years remain open to examinations by tax authorities, subject to possible
utilization of loss carryforwards from earlier years. Notwithstanding the foregoing, all NOLs generated and not yet utilized are subject
to adjustment by the Internal Revenue Service (IRS). 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 is liable, the Companys results of operations may be affected adversely and materially.
The One Big Beautiful Bill
Act (the OBBBA) was enacted on July 4, 2025. The OBBBA includes the reinstatement of 100% bonus depreciation, immediate
expensing of domestic research and experimental expenditures and modifications to the interest deduction limitations. The effect of the
OBBBA did not have a material impact on the Companys income tax benefit or income tax account balances for the year ended December
31, 2025.
****
****
**(5)Transactions
with Affiliates**
An affiliated insurance agency,
JMB Insurance Agency, Inc., which has some degree of common ownership with the Company, earns insurance brokerage commissions in connection
with providing the placement of insurance coverage for certain of the properties and operations of the Company. The total of such commissions
for the years ended December 31, 2025 and 2024 was approximately $51 and $50, respectively.
The Company reimburses affiliates
of Pacific Trail Holdings, LLC, the owner of approximately 76.4% of the Companys Common Shares, for general overhead expense and
for direct expenses incurred on its behalf, including salaries and salary-related expenses incurred in connection with the management
of the Company's operations. Generally, the entity that employs the person providing the services receives the reimbursement. Substantially
all of such reimbursable amounts were incurred by JMB Realty Corporation or its affiliates, 900FMS, LLC, 900Work, LLC, and JMB Financial
Advisors, LLC, all of which have some degree of common ownership with the Company. The total costs recorded in cost of sales and selling,
general and administrative expenses in the consolidated statement of operations for the years ended 2025 and 2024 were $1,254 and $1,339,
respectively, all of which was paid as of December31, 2025.
The Company maintains a suspense
account within the QRP pending allocation to the employees of certain affiliates, all of which have some degree of common ownership with
the Company and were concluded as eligible participants per ERISA requirements for QRPs. The total allocation of $924 and $837, which
occurred during the first quarter of 2025 and 2024, respectively, was recorded as a reduction in accumulated earnings in the consolidated
balance sheet as of December 31, 2025 and 2024. Reference is made to Note3. Retirement Plan Investments, for discussion regarding
the QRP.
****
****
45
[(table of contents)](#TableOfContents)
****
**(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.
Kaanapali Land and a subsidiary
of the Company, D/C Distribution Corporation (D/C) have in the past and continue to be named as defendants in personal injury
actions allegedly based on exposure to asbestos. While there were relatively few cases that name Kaanapali Land, there were a substantial
number of cases that were pending against D/C on the U.S. mainland (primarily in California). Cases against Kaanapali Land were allegedly
based on its prior business operations in Hawaii and cases against D/C were allegedly based on sale of asbestos-containing products by
D/Cs prior distribution business operations primarily in California. D/C emerged from bankruptcy in 2023 with no assets. However,
personal injury claimants have asserted, and may in the future assert, asbestos-related claims against D/C. In that regard, the Company
maintains a contingent liability relating to the continued filings of asbestos claims. Such filings are not expected to have a material
adverse effect on the Company, but no assurance can be given.
The Company has received
notice from Hawaiis Department of Land and Natural Resources (DLNR) that DLNR on a periodic basis would inspect all
significant dams and reservoirs in Hawaii, including those maintained by the Company on Maui in connection with its agricultural operations.
A series of such inspections have taken place over the period from 2006 through July 2024. To date, the DLNR cited certain deficiencies
concerning two of the Companys reservoirs relating to dam and reservoir safety standards established by the State of Hawaii. These
deficiencies include, among other things, vegetative overgrowth, erosion of slopes, uncertainty of inflow control, spillway capacity,
and freeboard, and uncertainty of structural stability under certain loading and seismic conditions. The Company has taken certain corrective
actions, including lowering the reservoir operating level; as well as updating plans to address emergency events and basic operations
and maintenance. In 2018, the Company contracted with an engineering firm to develop plans to address certain DLNR cited deficiencies
on one of the Companys reservoirs. Remediation plans for addressing all deficiencies have been submitted to DLNR. In 2012, the
State of Hawaii issued new Hawaii Administrative Rules for Dams and Reservoirs which require dam owners to obtain from DLNR Certificates
of Impoundment (permits) to operate and maintain dams or reservoirs. Obtaining such permits requires owners to completely
resolve all cited deficiencies. Therefore, the process may involve further analysis of dam and reservoir safety requirements, which will
involve continuing engagement with specialized engineering consultants, and ultimately could result in significant and costly improvements
which may be material to the Company.
The DLNR categorizes the
reservoirs as "high hazard" under State of Hawaii Administrative Rules and State Statutes concerning dam and reservoir safety.
This classification, which bears upon government oversight and reporting requirements, may materially increase the cost of managing and
maintaining these reservoirs. The Company does not believe that this classification is warranted for either of the reservoirs and has
initiated a dialogue with DLNR in that regard. In April 2008, the Company received further correspondence from DLNR that included the
assessment by their consultants of the potential losses that result from the failure of these reservoirs. In April 2009, the Company filed
a written response to DLNR to correct certain factual errors in its report and to request further analysis on whether such "high
hazard" classifications are warranted. It is unlikely that the high hazard designation will be changed.
46
[(table of contents)](#TableOfContents)
On August 5, 2024, NHC served KLMC with a Demand for Arbitration administrated by Dispute Prevention
and Resolution, Inc. (DPR), relating to the Infrastructure Improvement Agreement and NHCs development of the site.
NHC alleges, among other things, that KLMC wrongfully caused significant delays, increased costs and related damages to NHC with respect
to NHCs planning and construction of the infrastructure improvements required of NHC under the Infrastructure Improvement Agreement
(as subsequently amended). NHC seeks judgment for declaratory relief that the Infrastructure Improvement Agreement between NHC and KLMC
is void; in the alternative, for reformation of the Infrastructure Improvement Agreement; for award of damages in an amount to be proven
at arbitration; for attorneys fees and costs; for prejudgment and post-judgment interest on any monetary award; and for such other
and further relief as the arbitrator deems appropriate. On October 25, 2024, KLMC filed an Answering Statement to NHCs Demand for
Arbitration and KLMCs counterclaim against NHC. On November 5, 2024, DPR confirmed the assignment of a mutually agreed upon arbitrator.
The pre-arbitration discovery process is ongoing. The parties mutually agreed to defer the arbitration proceedings as the parties evaluate
an alternative to arbitration. The arbitration proceedings have been rescheduled for July13, 2026, if the parties are unable to
agree to an alternative to arbitration. KLMC will continue to vigorously defend. However, there can be no assurance that the eventual
outcome of the arbitration will not result in any material liability or have a material impact on business and financial results for KLMC.
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.
The Company often seeks insurance
recoveries under its policies for costs incurred or expected to be incurred for losses or claims under which the policies might apply.
Coffee production and yields are subject to many factors, particularly weather related factors, including rainfall and the availability
of sufficient irrigation water flowing through its irrigation system. Yields may be reduced in years of drought when irrigation water
and rainfall is insufficient. The Company purchases crop insurance annually which reduces certain coffee crop production risks. In May
2025, the Company received $682 in crop insurance proceeds related to an insured event that occurred during the 2024 crop year. This amount
has been recorded within crop insurance proceeds in the Companys consolidated statement of operations for the year ended December
31, 2025. Additionally, as a result of the Lahaina wildfire, the Company received an initial, unallocated advance payment of $1,000 from
its insurance carrier. In June 2024, the Company received an insurance payment of $4,882 and in August 2024, received $1,088, both of
which are recorded within net gain on property damage and lost profits, net of insurance claims in the consolidated statement of operations
for the year ended December31, 2024. Reference is made to Note1. Property, for further discussion regarding the Lahaina wildfire.
Kaanapali Land Management Corp.
(KLMC) is a party to an agreement with the State of Hawaii for the development of the Lahaina Bypass Highway. Approximately
2.4 miles of this two lane state highway have been completed. Construction to extend the southern terminus was completed mid-2018. The
northern portion of the Bypass Highway, which extends to KLMCs lands, is in the early stage of planning. Under certain circumstances,
which have not yet occurred, KLMC remains committed for approximately $1,100 of various future costs relating to the planning and design
of the uncompleted portion of the Bypass Highway. Under certain conditions, which have not yet been met, KLMC has agreed to contribute
an amount not exceeding $6,700 toward construction costs. Any such amount contributed would be reduced by the value of KLMCs land
actually contributed to the State for the Bypass Highway.
47
[(table of contents)](#TableOfContents)
These potential commitments have
not been reflected in the consolidated financial statements. While the completion of the Bypass Highway would add value to KLMCs
lands north of the town of Lahaina, there can be no assurance that it will be completed or when any future phases will be undertaken.
**(7)Business
Segment Information**
The Companys reportable
segments are components of the Company that engage in certain business activities. The Company measures and evaluates operating segments
based on revenues and operating income (loss). The internal reporting of these operating segments is based, in part, on the reporting
and review process used in the evaluation of operating income (loss). The internal reporting is used for such review process by the Companys
chief operating decision maker (CODM), its President. The CODM primarily uses operating income (loss), a measure that is
determined in accordance with U.S. GAAP, to evaluate segment income (loss) when making decisions about allocating resources to the segments.
As described in Note 1. Summary
of Significant Accounting Policies, the Company has two reportable business segments, Property and Agriculture. The Companys Property
segment consists primarily of revenue received from land sales and development, and lease and licensing agreements. The Companys
Agricultural segment currently consists primarily of coffee farming and milling operations and sales of coffee, other farm related operations,
and revenue derived from licensing agreements.
The Corporate amounts include
interest earned on the Companys investments and costs that are not allocated to segments including direct expenses and general
overhead expenses reimbursed to Pacific Trail, certain professional fees, insurance expenses and other expenses.
Net gain on property damage and
lost profits, net of insurance claims is a result of the Companys losses caused by the destruction of the Lahaina wildfires.
The Company has determined its
significant segment expense categories based on amounts used, in part, by the Companys CODM when making decisions about allocating
resources to the segments.
Reportable segment revenues and
significant reportable segment expense categories and amounts included in the Companys measure of operating profit (loss) by business
segment are presented in the tables below.
48
[(table of contents)](#TableOfContents)
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
2025 | 
| 
2024 | |
| 
Property | 
| 
| 
| 
| 
| 
| |
| 
Revenue | 
| 
$ | 
333 | 
| 
$ | 
311 | |
| 
Less: | 
| 
| 
| 
| 
| 
| |
| 
Operating costs and expenses | 
| 
| 
1,047 | 
| 
| 
1,022 | |
| 
Property tax | 
| 
| 
138 | 
| 
| 
125 | |
| 
Credit loss reserve expense | 
| 
| 
61 | 
| 
| 
988 | |
| 
Depreciation | 
| 
| 
75 | 
| 
| 
63 | |
| 
Other selling, general, and administrative expenses | 
| 
| 
1,039 | 
| 
| 
1,045 | |
| 
Property operating loss before income taxes | 
| 
| 
(2,027) | 
| 
| 
(2,932) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Agriculture | 
| 
| 
| 
| 
| 
| |
| 
Revenue | 
| 
| 
435 | 
| 
| 
217 | |
| 
Less: | 
| 
| 
| 
| 
| 
| |
| 
Cost of goods sold | 
| 
| 
1,827 | 
| 
| 
2,593 | |
| 
Property tax | 
| 
| 
20 | 
| 
| 
18 | |
| 
Other selling, general, and administrative expenses | 
| 
| 
280 | 
| 
| 
164 | |
| 
Depreciation | 
| 
| 
58 | 
| 
| 
142 | |
| 
Agriculture operating loss before income taxes | 
| 
| 
(1,750) | 
| 
| 
(2,700) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Operating loss | 
| 
| 
(3,777) | 
| 
| 
(5,632) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Crop insurance proceeds | 
| 
| 
682 | 
| 
| 
-- | |
| 
Net gain on property
damage and lost profits,
net
of insurance claims | 
| 
| 
-- | 
| 
| 
6,243 | |
| 
Corporate operating income (loss) before income taxes | 
| 
| 
(1,599) | 
| 
| 
(1,912) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Income (loss) before income taxes | 
| 
$ | 
(4,694) | 
| 
$ | 
(1,301) | |
Identifiable assets by business
segment are those assets that are used in the Companys operations in each segment. Agricultural identified assets include land
classified as agricultural or conservation for State and County purposes. Corporate assets consist principally of cash and cash equivalents
and receivables related to previously divested businesses.
49
[(table of contents)](#TableOfContents)
Identifiable assets, capital expenditures,
and depreciation and amortization by business segment are presented in the tables below.
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
2025 | 
| 
2024 | |
| 
Identifiable Assets: | 
| 
| 
| 
| 
| 
| |
| 
Property | 
| 
$ | 
10,012 | 
| 
$ | 
12,220 | |
| 
Agriculture | 
| 
| 
58,303 | 
| 
| 
58,299 | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
68,315 | 
| 
| 
70,519 | |
| 
Corporate | 
| 
| 
17,434 | 
| 
| 
20,448 | |
| 
| 
| 
$ | 
85,749 | 
| 
$ | 
90,967 | |
| 
Capital Expenditures: | 
| 
| 
| 
| 
| 
| |
| 
Property | 
| 
$ | 
312 | 
| 
$ | 
1,016 | |
| 
Agriculture | 
| 
| 
1,265 | 
| 
| 
1,981 | |
| 
| 
| 
$ | 
1,577 | 
| 
$ | 
2,997 | |
| 
Depreciation and Amortization: | 
| 
| 
| 
| 
| 
| |
| 
Property | 
| 
$ | 
75 | 
| 
$ | 
63 | |
| 
Agriculture | 
| 
| 
58 | 
| 
| 
142 | |
| 
| 
| 
$ | 
133 | 
| 
$ | 
205 | |
**(8)Calculation
of Net Income Per Share**
The
following tables set forth the computation of net income (loss) per share - basic and diluted:
| 
| 
| 
Year Ended
December 31,
2025 | 
| 
Year Ended
December 31,
2024 | |
| 
| 
| 
(Amounts in thousands except per share amount) | |
| 
Numerator: | 
| 
| 
| 
| 
| 
| |
| 
Net income (loss) | 
| 
$ | 
(3,726) | 
| 
$ | 
(1,091) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Denominator: | 
| 
| 
| 
| 
| 
| |
| 
Number of weighted average shares basic and diluted | 
| 
| 
1,845 | 
| 
| 
1,845 | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net income (loss) per share basic and diluted | 
| 
$ | 
(2.02) | 
| 
$ | 
(0.59) | |
As of December 31, 2025,
the Company had issued and outstanding 1,792,613 Common Shares and 52,000 Class C Shares. The ClassC Shares have the same rights
as the Common Shares except that the ClassC Shares will not participate in any distributions until the holders of the Common Shares
have received aggregate distributions equal to $19 per share, subject to customary antidilution adjustments. Net income per share data
is based on the aggregate 1,844,613 outstanding shares.
**(9) Subsequent Events**
In January 2026, the
Company received a payment of $4,038
from its insurance carrier related to insured losses the Company incurred during 2023 in connection with the Lahaina wildfire.
In February 2026, approximately
$1,162 was allocated to the participants in the qualified replacement plan.
On March 10, 2026, PMC closed
on the sale of four parcels of land, aggregating approximately 21 acres and received $19,900 in cash for the sale at closing (subject
to adjustments for closing costs, escrow agent fees, and applicable prorated items pursuant to the sale agreement).
50
[(table of contents)](#TableOfContents)
****
**Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure**
None.
**Item 9A. Controls and Procedures**
**Disclosure Controls and Procedures**
The principal executive officer
and the principal financial officer of the Company have evaluated the effectiveness of the Companys disclosure controls and procedures
as defined in Rule13a-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 Companys 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 Security and
Exchange Commission (SEC).
**Managements Report on Internal Control
Over Financial Reporting**
The Companys management
is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f)
under the Exchange Act. Under the supervision and with the participation of management including the principal executive officer and the
principal financial officer management conducted an evaluation of the effectiveness of internal control over financial reporting based
on the framework in Internal Control - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective
can only provide reasonable assurances with respect to financial statement preparation and presentation.
Based on the Companys
evaluation under the framework in Internal Control Integrated Framework (2013 Framework), management concluded that its internal
control over financial reporting was effective as of December31, 2025.
****
**Changes in Internal Control Over Financial
Reporting**
There have not been any changes
in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
**Item 9B. Other Information**
Not applicable.
**Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections**
None
51
[(table of contents)](#TableOfContents)
**Part III**
**Item 10. Directors, Executive Officers
and Corporate Governance**
The sole managing member
of Kaanapali Land, LLC is Pacific Trail, which is also Kaanapali Land's largest shareholder. Pacific Trail manages the business of Kaanapali
Land pursuant to the terms of the Companys Amended and Restated Limited Liability Agreement (LLC Agreement). Although
the executive officers of Kaanapali Land are empowered to manage its day-to-day business affairs, under the Companys LLC Agreement,
most significant actions of Kaanapali Land outside the ordinary course of business must first be authorized by Pacific Trail, which is
responsible and has full power and authority to do all things deemed necessary and desirable by it to conduct the business of Kaanapali
Land. Pacific Trail may be removed as manager in certain specified circumstances. As of December31, 2025, the executive officers
and certain other officers of the Company were as follows:
| 
Name | 
| 
Position Held with the Company | |
| 
Stephen A. Lovelette | 
| 
President, Chief Executive Officer and Chief Financial Officer | |
| 
Richard Helland | 
| 
Vice President and Principal Accounting Officer | |
Certain of these officers
are also officers and/or directors of JMB Realty Corporation ("JMB") and numerous affiliated companies of JMB (hereinafter collectively
referred to as "JMB affiliates"). JMB affiliates outside of the Company have not materially engaged in the agriculture business
and have primarily purchased, or made mortgage loans securing, existing commercial, retail, office, industrial and multi-family residential
rental buildings or have owned or operated hotels on various other hospitality businesses. However, certain partnerships sponsored by
JMB and other affiliates of JMB were previously engaged in land development activities including planned communities, none of which are
in Hawaii.
The following sets forth
certain business experience during the past five years of such officers of the Company.
Stephen Lovelette (age 69)
has been the President of KLC Land and Kaanapali Land since March 2019. Since March 2019, Mr. Lovelette has been Chief Executive Officer
of Kaanapali Land and since June 2018, Mr. Lovelette has been Chief Financial Officer of Kaanapali Land. Mr. Lovelette is in charge of
implementing the Kaanapali 2020 Development Plan. Mr. Lovelette has been associated with JMB and its affiliates for over 30 years. Mr.
Lovelette holds a bachelor's degree from The College of the Holy Cross and an MBA from Seton Hall University. In addition, Mr. Lovelette
has extensive experience in corporate finance and has been responsible for obtaining substantial financial commitments from institutional
lenders relating to the assets of JMB and its affiliates. During the past five years, Mr. Lovelette has also been a Managing Director
of JMB.
It is currently anticipated
that Stephen Lovelette will continue to devote approximately 25 to 50 percent of his time to the operations of the Company. The percentage
is largely dependent upon potential land sale transactions, the entitlement processes relating to various land parcels and other matters
(including attention devoted to litigation, overhead, staffing and operations).
Richard Helland (age 69)
has been a Vice President of the Company since July 2004. Mr.Helland has been Principal Accounting Officer since June 2018. He holds
a bachelors degree from Illinois State University and is a Certified Public Accountant. Mr. Helland has substantial experience
in the management and reporting functions of both public and private entities.
52
[(table of contents)](#TableOfContents)
In light of the fact that
the Company's shares are not publicly traded, the Company is a limited liability company and the rights of members are governed by the
Companys LLC Agreement, the Company has determined that it is not necessary to have a separately designated audit committee, compensation
committee, an audit committee financial expert, or a code of ethics that applies to its principal executive, financial or accounting officers
as those terms are defined in the rules and regulations of the SEC or an insider trading policy governing the purchase, sale and/or other
dispositions of the Companys shares.
**Item 11. Executive Compensation**
Certain officers of the Company
listed in **Item 10** above are officers of JMB and are compensated by JMB or an affiliate thereof (other than the Company and its
subsidiaries). The Company will reimburse JMB, Pacific Trail and their affiliates for any expenses incurred while providing services to
the Company.
**Summary Compensation Table**
| 
Name (1) | 
| 
Principal Position | 
| 
Year | 
| 
Salary
($) (2) | 
| 
All Other 
Compensation
($) | 
| 
Total
($) | |
| 
Stephen A. Lovelette | 
| 
President, Chief Executive
Officer and Chief Financial
Officer | 
| 
2025 | 
| 
363,889 | 
| 
-- | 
| 
363,889 | |
| 
| 
| 
| 
2024 | 
| 
445,278 | 
| 
-- | 
| 
445,278 | |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
(1)Mr.
Lovelette is the Companys only executive officer.
(2)Salary
amounts for Mr. Lovelette represents the portion of total compensation allocated and charged to the Company. The Company does not have
a compensation committee as compensation is determined by the Companys manager. Executive officer compensation was determined through
deliberations with Pacific Trail representatives.
The Company does not have
a specific policy or practice on the timing of awards of stock options, stock appreciation rights, or similar option-like instruments
in relation to the disclosure of material nonpublic information by the Company, as the Company does not currently grant such awards.
53
[(table of contents)](#TableOfContents)
**Item 12.Security Ownership of
Certain Beneficial Owners and Management and**
**Related
Stockholder Matters**
The following sets forth,
as of March 25, 2026, the beneficial ownership of the Companys Common Shares and Class C Shares by the Companys named executive
officer and each shareholder known to us to be the beneficial owner of more than 5% of the Companys outstanding Common Shares and
Class C Shares. The percentage of beneficial ownership is based on the number of Common Shares and Class C Shares set forth on the cover
page of this report.
| 
Title of Class | 
| 
Name and Address 
of Beneficial Owner | 
| 
Amount and Nature 
of Beneficial Ownership | 
| 
Percent
of Class | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Common Shares | 
| 
Pacific Trail Holdings, LLC
900 North Michigan Avenue
Chicago, IL 60611 | 
| 
1,369,295 Common Shares
owned directly (1) (2) | 
| 
76.4% | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Common Shares | 
| 
Stephen A. Lovelette
900 North Michigan Avenue
Chicago, IL 60611 | 
| 
96,480 Common Shares
owned directly (2) | 
| 
5.4% | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Class C Shares | 
| 
Stephen A. Lovelette
900 North Michigan Avenue
Chicago, IL 60611 | 
| 
52,000 Class C Shares
owned directly (2) | 
| 
100.0% | |
| 
(1) | 
| 
The sole managing member of Pacific Trail, Pacific Trail Holdings, Inc. ("PTHI"), may be deemed to beneficially own the Common Shares owned by Pacific Trail. PTHI disclaims beneficial ownership with respect to any of the shares owned by Pacific Trail. Each of the shareholders of PTHI may be deemed to own the Common Shares owned by Pacific Trail. Each of such shareholders, being Gary Nickele, Gailen J. Hull and Stephen A. Lovelette, disclaims beneficial ownership with respect to any of the shares owned by Pacific Trail. The addresses of PTHI and Messrs. Nickele, Hull and Lovelette are the same as for Pacific Trail. | |
| 
| 
| 
| |
| 
(2) | 
| 
As of March25, 2026, there were approximately 1,792,613 Common Shares and 52,000 ClassC Shares issued and outstanding. | |
No other person including any officer of the
Company is known by the Company to beneficially own in excess of 5% of the Common Shares issued, outstanding and distributed.
**Item 13. Certain Relationships and Related
Transactions, and Director Independence**
An affiliated insurance agency,
JMB Insurance Agency, Inc., which has some degree of common ownership with the Company, earns insurance brokerage commissions in connection
with providing the placement of insurance coverage for certain of the properties and operations of the Company. The total of such commissions
for the year ended December 31, 2025 was approximately $51 thousand, all of which was paid as of December31, 2025.
54
[(table of contents)](#TableOfContents)
The Company reimburses Pacific
Trail and its affiliates for general overhead expense and for direct expenses incurred on its behalf, including salaries and salary-related
expenses incurred in connection with the management of the Company's operations. Generally, the entity that employs the person providing
the services receives the reimbursement. Substantially all of such reimbursable amounts were incurred by JMB Realty Corporation or its
affiliates, 900FMS, LLC, 900Work, LLC, and JMB Financial Advisors, LLC, all of which have some degree of common ownership with the Company.
The total costs for the year ended December 31, 2025 was approximately $1.3 million, all of which was paid as of December31, 2025.
The Company maintains a suspense account within the
QRP pending allocation to the employees of certain affiliates, all of which have some degree of common ownership with the Company and
were concluded as eligible participants per ERISA requirements for QRPs. The total allocation for the year ended December 31, 2025 was
approximately $1 million.
In light of the fact that
the Company's shares are not publicly traded, is a limited liability company, and has no independent outside directors or managers, it
has no formal policy or procedure for the review, approval or ratification of related party transactions that are required to be disclosed
pursuant to Item 404 of Regulation S-K.
**Item 14. Principal Accountant Fees and Services**
In March 2015, the managing
member of the Company approved the engagement of Grant Thornton, LLP (Grant Thornton) as the Companys independent
registered public accounting firm. The fees billed by Grant Thornton for services performed for each of the years ended December 31, 2025
and 2024 are as follows:
**(1)Audit
Fees**
The fees incurred for
the years ended December 31, 2025 and 2024 professional services for the audit of the Companys consolidated financial statements
were approximately $268 thousand and $255 thousand, respectively.
**(2) Audit
Related Fees**
None.
**(3)Tax
Fees**
None.
**(4)All
Other Fees**
None.
All audit and permitted non-audit
services proposed to be performed by the Companys independent registered public accounting firm are approved by the managing member
of the Company before the service is undertaken.
55
[(table of contents)](#TableOfContents)
**Part IV**
****
**Item 15. Exhibits and Financial Statement
Schedules**
****
| 
| 
(a) | 
Exhibits. | |
| 
| 
| 
2.1 | 
Order Confirming Second Amendment Joint Plan of Reorganization Dated June1, 2002, including as an exhibit thereto, the Second Amended Joint Plan of Reorganization of Amfac Hawaii, LLC, Certain of its Subsidiaries and FHT Corporation Under Chapter11 of the Bankruptcy Code incorporated herein by reference the Amfac Hawaii, LLC Current Report on Form 8-K for July 29, 2002 dated August 13, 2002 (File No. 33-24180). | |
| 
| 
| 
| 
| |
| 
| 
| 
2.2 | 
Second Amended Disclosure Statement with Respect to Joint Plan of Reorganization of Amfac Hawaii, LLC, Certain of its Subsidiaries and FHT Corporation Under Chapter11 of the Bankruptcy Code, incorporated herein by reference from the Amfac Hawaii, LLC Current Report on Form 8-K for July29, 2002 dated August 13, 2002 (File No. 33-24180). | |
| 
| 
| 
| 
| |
| 
| 
| 
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. | |
| 
| 
| 
| 
| |
| 
| 
| 
3.2 | 
Consent Decree entered into as of April16, 2021, for the United States of America by U.S. Department of Justice and U.S. Environmental Protection Agency and by Kaanapali Land, LLC and Oahu Sugar Company, LLC filed as an exhibit to the Companys report on Form8-K filed April22, 2021, and hereby incorporated by reference. | |
| 
| 
| 
| 
| |
| 
| 
| 
4.1 | 
Description of the Registrants Common Shares is filed herewith. | |
| 
| 
| 
| 
| |
| 
| 
| 
10.1 | 
Service Agreement, dated November 18, 1988, between Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.; Amfac Property Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali Water Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited; The Lihue Plantation Company; Oahu Sugar Company, Limited; Pioneer Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co., Ltd.; and Waiahole Irrigation Company, Limited and JMB Realty Corporation, incorporated herein by reference to the Amfac Hawaii, LLC Annual Report on Form 10-K filed on March 22, 1989 (File No. 33-24180) for the year ended December 31, 1988. | |
| 
| 
| 
| 
| |
| 
| 
| 
10.2* | 
Property Purchase Agreement between Pioneer Mill Company, LLC and Pioneer Mill Site LLC dated June 13, 2024, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed August 13, 2024, and hereby incorporated by reference. | |
| 
| 
| 
| 
| |
| 
| 
| 
10.3 | 
Amendment to Property Purchase Agreement between Pioneer Mill Company, LLC and Pioneer Mill Site LLC, dated August 12, 2024, filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed November 12, 2024, and hereby incorporated by reference. | |
56
[(table of contents)](#TableOfContents)
| 
| 
| 
| 
| |
| 
| 
| 
21 | 
List of Subsidiaries is filed herewith. | |
| 
| 
| 
| 
| |
| 
| 
| 
31 | 
Certification of Chief Executive Officer and 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 furnished herewith. | |
| 
| 
| 
| 
| |
| 
| 
| 
101.SCH | 
Inline XBRL Taxonomy Extension Schema Document | |
| 
| 
| 
| 
| |
| 
| 
| 
101.CAL | 
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 
| 
| 
| 
| |
| 
| 
| 
101.LAB | 
Inline XBRLTaxonomy Extension Label Linkbase Document | |
| 
| 
| 
| 
| |
| 
| 
| 
101.DEF | 
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 
| 
| 
| 
| |
| 
| 
| 
101.PRE | 
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 
| 
| 
| 
| |
| 
| 
| 
104 | 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| 
| 
| 
| 
| |
| 
| 
| 
(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. | |
* Certain exhibits and schedules
to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Kaanapali Land, LLC agrees to furnish to the U.S.
Securities and Exchange Commission or its staff, upon request, a copy of any omitted exhibits and schedules.
**Item 16. Form 10-K Summary**
None.
57
[(table of contents)](#TableOfContents)
****
**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 Managing Member) | |
| 
| 
| 
| |
| 
| 
| 
/s/ Richard Helland | |
| 
| 
By: | 
Richard Helland
Vice President | |
| 
| 
Date: | 
March 25, 2026 | |
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/ Richard Helland | |
| 
| 
By: | 
Richard Helland
Vice President and Principal Accounting Officer | |
| 
| 
Date: | 
March 25, 2026 | |
| 
| 
| 
| |
| 
| 
| 
| |
| 
| 
| 
| |
| 
| 
| 
/s/ Stephen A. Lovelette | |
| 
| 
By: | 
Stephen A. Lovelette
President, Chief Executive Officer and
Chief Financial Officer | |
| 
| 
Date: | 
March 25, 2026 | |