SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the fiscal year ended
December 31, 1999 Commission File Number 33-24180
AMFAC/JMB HAWAII, L.L.C.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Hawaii 36-3109397
----------------------- ------------------------------------
(State of organization) (I.R.S. Employer Identification No.)
For the fiscal year ended December 31, 1999
Commission File Number 33-24180-01
AMFAC/JMB FINANCE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3611183
----------------------- ------------------------------------
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
--------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-440-4800
See Table of Additional Registrants Below.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.
As of March 15, 2000, all of Amfac/JMB Hawaii L.L.C.'s membership interest
is solely owned by Northbrook Corporation, an Illinois corporation, and not
traded on a public market.
As of March 15, 2000, Amfac/JMB Finance, Inc. had 1,000 shares of Common
Stock outstanding. All such Common Stock is owned by Northbrook
Corporation and not traded on a public market.
The Additional Registrants listed on the following page meet the conditions
set forth in General Instruction 11(a) and (b) of Form 10-K and therefore
are filing this form with reduced disclosure format.
Certain pages of the prospectus of the registrant dated December 5, 1988
and filed with the Commission pursuant to Rules 424(b) and 424(c) under the
Securities Act of 1933 are incorporated by reference in Part III of this
Annual Report on Form 10-K.
ADDITIONAL REGISTRANTS (1)
Address, including,
zip code,
Exact name of State or other IRS and telephone number,
registrant as jurisdiction of Employer including area code of
specified in its incorporation or Identification registrant's principal
Charter organization Number executive offices
- --------------- --------------- ------------ -----------------------
Amfac Land Hawaii 99-0185633 900 North Michigan Avenue
Company, Limited Chicago, Illinois 60611
312/440-4800
Amfac Property Hawaii 99-0150751 900 North Michigan Avenue
Development Corp. Chicago, Illinois 60611
312/440-4800
Amfac Property Hawaii 99-0202331 900 North Michigan Avenue
Investment Chicago, Illinois 60611
Corp. 312/440-4800
H. Hackfeld Hawaii 99-0037425 900 North Michigan Avenue
& Co., Ltd. Chicago, Illinois 60611
312/440-4800
Kaanapali Estate Hawaii 99-0176334 900 North Michigan Avenue
Coffee, Inc. Chicago, Illinois 60611
312/440-4800
Kekaha Sugar Hawaii 99-0044650 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
The Lihue Hawaii 99-0046535 900 North Michigan Avenue
Plantation Chicago, Illinois 60611
Company, 312/440-4800
Limited
Oahu Sugar Hawaii 99-0105277 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Pioneer Mill Hawaii 99-0105278 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Puna Sugar Hawaii 99-0051215 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Waiahole Hawaii 99-0144307 900 North Michigan Avenue
Irrigation Chicago, Illinois 60611
Company, 312/440-4800
Limited
Waikele Golf Hawaii 99-0304744 900 North Michigan Avenue
Club, Inc. Chicago, Illinois 60611
312/440-4800
1) The Additional Registrants listed are wholly-owned subsidiaries of
the registrant and are guarantors of the registrant's Certificate
of Land Appreciation Notes due 2008.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . 9
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . 15
PART II
Item 5. Market for the Company's and
Finance's Common Equity and Related
Security Holder Matters. . . . . . . . . . . . . 16
Item 6. Selected Financial Data. . . . . . . . . . . . . 16
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 17
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk. . . . . . . . . . . . . . . . 31
Item 8. Financial Statements and Supplementary Data. . . 32
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . 69
PART III
Item 10. Managers and Executive Officers of
the Registrant . . . . . . . . . . . . . . . . . 69
Item 11. Executive Compensation . . . . . . . . . . . . . 71
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . 72
Item 13. Certain Relationships and Related Transactions . 72
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. . . . . . . . . . . . . . . 77
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 78
PART I
ITEM 1. BUSINESS
Amfac/JMB Hawaii, L.L.C. (the "Company") is a Hawaii limited liability
company. The Company is wholly-owned by Northbrook Corporation
("Northbrook"). The primary business activities of the Company are land
development and sales, golf course management and agriculture. The Company
owns approximately 31,000 acres of land located on the islands of Maui and
Kauai in the State of Hawaii. Most of this land is held by the Company's
wholly-owned subsidiaries. In addition to its owned lands, the Company
leases approximately 45,000 acres of land used primarily in conjunction
with its agricultural operations. The Company's operations are subject to
significant government regulation.
In early March 1997, the Company restructured its operations into the
following six separate operating divisions: Sugar, Golf, Coffee, Water,
Land Management and Real Estate Development. The Company also formed a
corporate services division to provide accounting, MIS, human resources,
tax and other administrative services for the six operating divisions. At
December 31, 1999, the Company and its subsidiaries employed 652 persons.
In February 1998, the Company relocated the headquarters for its real
estate development division from Honolulu to Kaanapali, Maui. Due to poor
market conditions on Kauai, the focus of the Company's land development
operations is on Maui. The office relocation resulted in one-time
termination and relocation costs of approximately $.5 million during 1998.
Annual recurring cost savings are expected to be approximately $.7 million
from lower compensation, rent and other employee-related costs. The
Company hired a new division president, a Maui resident, for the Maui
development office which should improve coordination of the Company's
planning and entitlement efforts.
The Company is the successor to Amfac/JMB Hawaii, Inc. ("A/J Hawaii").
On March 3, 1998, A/J Hawaii was merged (the "Merger") with and into the
Company pursuant to an Agreement and Plan of Merger dated February 27, 1998
by and between A/J Hawaii and the Company (which was then named Amfac/JMB
Mergerco, L.L.C.). The Merger was consummated to change the Company's
entity form from a corporation to a limited liability company. The Company
was a nominally capitalized limited liability company which was formed on
December 24, 1997, solely for the purpose of effecting the Merger. In the
Merger, the Company succeeded to all the assets and liabilities of A/J
Hawaii in accordance with the Hawaii Business Corporation Act and the
Hawaii Uniform Limited Liability Company Act. In addition, A/J Hawaii, the
Company, Bank One (the "Trustee") and various guarantors entered into a
Second Supplemental Indenture dated as of March 1, 1998. Pursuant to the
Second Supplemental Indenture, the Company expressly assumed all
obligations of A/J Hawaii under the Indenture dated as of March 14, 1989,
as amended (the "Indenture") by and among A/J Hawaii, the Trustee and the
guarantors named therein and the holders of the Certificates of Land
Appreciation Notes due 2008 Class A (the "Class A COLAs") and the holders
of the Certificates of Land Appreciation Notes Class B (the "Class B COLAs"
and, collectively with the Class A COLAs, the "COLAs"). The Merger did not
require the consent of the holders of the COLAs under the terms of the
Indenture. The Company has succeeded to A/J Hawaii's reporting obligations
under the Securities Exchange Act of 1934, as amended. Unless otherwise
indicated, references to the Company prior to March 3, 1998 shall mean A/J
Hawaii and A/J Hawaii's subsidiaries.
The Company will continue until at least December 31, 2027, unless
earlier dissolved. The Company's sole member, Northbrook, is not obligated
for any debt, obligation or liability of the Company.
The real estate development, golf course and agricultural operations
of the Company comprise its three primary industry segments, "Property",
"Golf" and "Agriculture", respectively. The Company segregates total
revenues, operating income (loss), total assets, capital expenditures and
depreciation and amortization by each industry segment. The Company owns no
patents, trademarks, licenses or franchises which are material to its
business.
All references to "Notes" are to Notes to the Consolidated Financial
Statements contained in this report.
PROPERTY SEGMENT.
The Company's Property segment is responsible for the following
operations: land planning; obtaining land use, zoning and other
governmental approvals; development activities; and the selling or
financing of developed and undeveloped land parcels. Land Management and
Real Estate Development operations make up the Property segment. In
general, the Company maintains and manages its land holdings until: (i)
conditions are favorable for their sale, or (ii) a feasible development
plan can be formed and approved. Once the Company has obtained the
necessary development approvals ("entitlements"), the Company may elect to
either sell the land with its entitlements or develop all or a portion of
the land. In the past, the Company has typically done "horizontal"
development work, including site work (e.g., grading, excavation) and
installation of infrastructure (i.e., roadways and utilities). Once the
horizontal development is complete, the Company usually sells the
"improved" development parcels to homebuilders, shopping center developers
and others who will complete the "vertical" development of the site
consistent with the Company's original development plans and the
entitlements.
SALES OF AGRICULTURAL PROPERTIES. The Company has placed a
substantial portion of its land holdings on the market to generate cash to
finance the Company's operations and to meet debt service requirements.
Currently, a 1,580-acre agricultural parcel on Maui, a 460-acre agri-
cultural parcel and a 14-acre industrial parcel on Kauai are under contract
for sale. The contracts have due diligence investigation periods which
allow the prospective purchaser to terminate the agreements. There can be
no assurance that the signed contracts will in fact close under their
current terms or any other terms or that the Company will be successful in
selling this land or other lands at acceptable prices. During 1999, 1998
and 1997, the Company generated approximately $9.3 million, $26.4 million
and $7.4 million, respectively, in revenue primarily from the sale of
unentitled, agricultural and conservation land parcels.
DEVELOPMENT. Company management actively monitors development
opportunities for its land holdings. As development opportunities arise,
management typically prepares feasibility analyses to assess the profit
potential of the development. As part of the feasibility analyses, factors
considered are the location and physical characteristics of the property,
demographic patterns and perceived market demand, estimated project costs,
regulatory and environmental constraints and availability of utilities and
governmental services.
The Company may decide to develop the property itself or to sell the
property in bulk (with or without entitlements). Once a decision is made
to proceed with a development project, approvals must be obtained from both
the State and County governments in Hawaii. The State of Hawaii Land Use
Commission has classified all lands in Hawaii as urban, agricultural or
conservation. In general, only lands classified as urban can be developed.
Although in some cases agricultural lands can be used for lower density
residential developments, agricultural lands are typically not developed.
Conservation lands cannot be developed, and are typically located in
heavily forested, mountainous regions and along the coastline.
There are multiple layers of approvals required from the County
governments in Hawaii. Initially, a project must be included in the
"General" or "Community" plan for the applicable County. Next, the
developer must apply for formal zoning. In general, zoning classifications
are more detailed than either the State urbanization designation or the
general or community plans. Zoning normally addresses the specific use of
each parcel of land and the density of the development. The impact of the
development on the local community is normally assessed as part of the
zoning process. Zoning approvals in Hawaii are typically accompanied by
impact fees and required improvements to public facilities and
infrastructure, such as roadways, schools, utilities and parks that must be
paid for by the developer.
For oceanfront parcels, a special management area ("SMA") permit must
also be obtained from the County government. The SMA permitting process
allows the County an additional opportunity to review potential
environmental, ecological and other impacts from the development, and may
also result in additional conditions on, or concessions from, the
developer.
The ability of the Company to develop its properties may be materially
adversely affected by State or County restrictions or conditions that might
be imposed in certain communities having either inadequate public
infrastructure or local opposition to continued growth.
After all of the discretionary approvals described above have been
received, a subdivision approval must be obtained along with certain other
permits such as grading and building permits. Normally, these approvals are
more ministerial in nature. However, the Company has experienced certain
problems obtaining these permits in the past and, in one instance, has had
to pay an impact fee to obtain a grading permit for one of its golf
courses.
The following table shows the entitlement status of the Company's land
holdings (in acres) as of December 31, 1999.
State Classification County Zoning
--------------------- ----------------------------------------
Urban Agri. Cons. Hotel Com. Res. Agri. Cons.
----- ------ ------ ----- --------- ----- ------ -----
Maui 922 6,191 4,886 106 25 1,044 5,939 4,886
Kauai 705 8,704 9,760 -- 333 301 8,666 9,868
Oahu 154 -- -- -- 15 -- -- 139
Hawaii 24 -- -- -- 4 20 -- --
----- ------ ------ ----- ----- ----- ------ ------
Total 1,805 14,895 14,646 106 377 1,365 14,605 14,893
===== ====== ====== ===== ===== ===== ====== ======
Explanations for the abbreviations used above are as follows:
Agri. - Agricultural
Com. - Commercial/Industrial
Res. - Residential (single or multi-family)
Cons. - Conservation/Preservation/Open space
The Company's development projects are described in Item 2 below.
The Company plans to focus its future development activities on its
Maui land holdings located adjacent to the Kaanapali Beach Resort. As a
result, the primary competition for the Company's development activities is
expected to come from similar types of master-planned resort developments
at the Kapalua and Wailea resorts on Maui. To a lesser extent, competition
also comes from other master-planned resort communities located on the
islands of Kauai and Hawaii, as well as from other states or countries
offering resort-type properties.
MARKET CONDITIONS, REGULATORY APPROVALS AND DEVELOPMENT COSTS. There
are a number of current factors that have negatively impacted the Company's
development and land sale activities, including the market conditions, the
difficulty in obtaining regulatory approvals and the high development cost
of required infrastructure. As a result, the planned development 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.
The Hawaii economy experienced a downturn beginning in late 1990 after
the Persian Gulf War, a recession in Japan and a slowdown in California's
economy. The real estate market in Hawaii was negatively impacted by these
events as demonstrated by general decreases in the volume of real estate
transactions and a stagnation or decrease in the value and pricing for
certain types of real estate. Economic trends in recent years in Japan and
much of Southeast Asia contributed to poor market conditions. The Company
believes that improvements in tourism arrivals and the length of stay (in
Hawaii) are also important to improving Hawaii's economy and its real
estate market.
Although there can be no assurance that Hawaii's real estate market
will improve in the near term, there have been recent improvements in
certain sectors, especially in the areas of primary and secondary
residential homes and condominiums. There has also been a number of sales
of resort properties during the past couple years at improved prices over
those experienced in the early and mid-1990's, but still at levels below
replacement cost of many of the properties. Despite these improvements,
the real estate market, and especially the market for unimproved land, has
not improved to levels experienced during the late 1980's. Additionally,
there can be no assurance that any possible recovery of Hawaii's real
estate market can be sustained.
The current regulatory approval process for a development project can
take three to five years or more 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. There is often
significant opposition to proposed developments from numerous groups -
including native Hawaiians, environmental organizations, various community
and civic groups, condominium associations and politicians advocating
no-growth policies, among others.
The Company is subject to a number of statutes imposing registration,
filing and disclosure requirements with respect to its residential real
property developments including, among others, the Federal Interstate Land
Sales Full Disclosure Act, the Federal Consumer Credit Protection Act,
federal and state environmental statutes and the State Uniform Land Sales
Practices Act.
GOLF SEGMENT.
The Company's Golf segment is responsible for the management and
operation of the Company's golf course facilities. The Company owns three
18-hole golf courses. To be competitive, the Company offers discounted
rates for Hawaii residents. Improvements in the number of tourist arrivals
and length of stay (in Hawaii) may be critical to improving performance of
the Company's golf courses. There can be no assurance that such
improvements will occur in the near term.
Due to insufficient cash flow generated by the two Kaanapali golf
courses and because of disagreements with its lender over lender's failure
to grant required easements, the Company did not pay the required interest
payment due on January 1, 2000 on the $66 million loan secured by these
golf courses. The lender issued a default notice, and the Company is
currently pursuing renegotiation of the loan. (See note 6 of Notes to
Consolidated Financial Statements of the Company.)
The Company's two golf courses located at the Kaanapali Beach resort
on West Maui face strong competition from other resort courses on Maui,
such as those at Kapalua and Wailea. The Company's golf course located at
Waikele in central Oahu competes with other privately owned and municipal
golf courses on Oahu. To a lesser extent, all three of the Company-owned
courses face competition from golf courses on the other islands in the
State of Hawaii.
A significant portion of golf revenues for the Company's 18-hole
course on Oahu have been from eastbound (primarily Japanese) tour groups.
Recent economic trends in Japan and much of Southeast Asia have contributed
to fewer Far East visitors and less rounds being played at the higher
visitor rates.
AGRICULTURE SEGMENT.
The Company's Agriculture segment is responsible for activities
related to the cultivation, processing and sale of sugar cane and coffee.
Agriculture's revenues are primarily derived from the sale of raw sugar.
Approximately 3,600 acres of the Company's land holdings and approximately
13,000 acres of land leased by the Company are currently under cultivation.
The remaining approximately 59,400 acres of land owned and/or leased by the
Company are predominantly conservation land and land appurtenant to the
cultivation of sugar cane and do not generate significant revenues.
The Company owns and operates two sugar plantations on Kauai. The
principal competitive factors in the Company's sugar business are sugar
prices and yields, and labor and delivery costs.
SALES & PRICING. The Company's sugar plantations sell all their raw
sugar production to the Hawaiian Sugar and Transportation Company ("HSTC"),
which is an agricultural cooperative owned by the major Hawaii producers of
raw sugar (including the Company). Pursuant to a long term supply contract
expiring in the year 2003, HSTC is required to sell, and the California and
Hawaiian Sugar Company ("C&H") is required to purchase, all raw sugar
produced by HSTC's cooperative members. HSTC remits to its cooperative
members the remaining proceeds from its sugar sales after storage, delivery
and administrative costs. The Company recognizes revenues and related cost
of sales upon delivery of its raw sugar by HSTC to C&H.
Since HSTC operates as the storage and transportation "arm" of the
Hawaii sugar growers, C&H is the ultimate and sole customer for the
Company's raw sugar. The domestic raw sugar price is a price that includes
delivery "f.o.b." to New York, New York. As C&H's refinery is located in
Crockett, California, there are considerable delivery cost savings that
accrue to HSTC and the Company. These delivery costs savings result in a
"locational" discount given to C&H in the long-term supply contract. If C&H
ceased purchasing the Hawaii growers' raw sugar, HSTC would be free to sell
raw sugar to various sugar refineries located on the east coast and along
the Gulf of Mexico. It is unlikely that HSTC would provide the "locational"
discount to these prospective customers if C&H ceased being the sole
customer. Accordingly, the higher costs of storage and delivery would
probably be offset by a higher selling price. However, in the absence of
C&H, there is no guarantee that HSTC or the Company would be able to locate
buyers for raw sugar at acceptable prices.
The price of raw sugar that the Company receives is based upon the
price of domestic sugar as currently controlled by U.S. Government price
support legislation, less the "locational" discount described above and
less HSTC's storage, delivery and administrative costs. On April 4, 1996,
President Clinton signed the Federal Agriculture Improvement and Reform Act
of 1996 ("the Act"). The Act, which expires in 2002, sets a target price
range for raw sugar. The target raw sugar price, established by the
government, is supported primarily by setting quotas to restrict the
importation of raw sugar to the U.S. There can be no assurance that the
government price supports will not be reduced or eliminated entirely in the
future. Such a reduction or an elimination of price supports could have a
material adverse effect on the Company's sugar operations, and possibly
could cause the Company to consider shutting down its remaining sugar cane
operations. The price of raw sugar has fallen from approximately 22
cents/lb. to 17 cents/lb. for current deliveries. Futures prices for 2000
range from 18 cents/lb. to 19 cents/lb. The Company has hedged
(effectively pre-sold) a portion of the 1999 deliveries and did not
experience any material impact in 1999 resulting from the current year's
raw sugar price reduction. At the current price levels, the Company
anticipates receiving approximately $3.9 million less in net sugar proceeds
from its 2000 harvest than originally forecasted. As the futures prices
for 2000 have generally not exceeded the Company's break-even price, the
Company is only 5% hedged for year 2000 deliveries. Given that the U.S.
government has not recently maintained the domestic sugar price in the
"target" range currently approximately 21.5 cents to 23 cents per pound),
if current price levels for sugar continue, it is doubtful that the Company
will be able to sustain its sugar operations on Kauai for more than another
year or two. [See Liquidity and Capital Resources section for discussion
of current prices for raw sugar.]
The Company enters into commodities futures contracts and options in
sugar as deemed appropriate to reduce the risk of future price fluctuations
in raw sugar. These futures contracts and options are accounted for as
hedges and, accordingly, gains and losses are deferred and recognized in
the cost of sales for sugar. The Company's hedging activity does not have
a material impact on the Company.
SUGAR OPERATIONS IN HAWAII. The sugar industry in Hawaii has
experienced significant difficulties for a number of years. Growers in
Hawaii have long struggled with high costs of production, which have led to
the closure of most of Hawaii's plantations, including the Company's Oahu
Sugar plantation in 1995 and its Pioneer Mill Company on Maui in 1999.
Transportation costs of raw sugar to the C&H refinery are also significant.
Over the years, the Company has implemented numerous cost reduction and
consolidation plans.
After lengthy negotiations with the union in April 1998, the union
membership at the two Kauai plantations ratified a two-year contract which
included a 10% reduction in wages as well as other concessions. The two-
year contract, which covers approximately 89% of the Kauai plantation
workforce, expired on January 31, 2000 and has been extended on a day-to-
day basis. The extension agreement allows either party to cancel upon
three days notice. Renewal of the contract is currently being negotiated;
however, there can be no assurance that the prior concessions and any
additional changes that may be necessary will be obtained. The absence of
these concessions and/or changes would cause the Company to consider the
possible shutdown of its sugar operations on Kauai. Although the prior
concessions provided a meaningful, positive impact on operations, they did
not provide the type of structural changes necessary to provide for long-
term profitability and a secure future for the Company's sugar operations.
Decisions regarding the future of the Company's sugar operations on
Kauai will be made on a year-to-year basis after taking into account the
actual operating results and forecasts for the upcoming year. There can be
no assurance that the Company will continue with sugar production in the
future.
The Company completed its final harvest of sugar cane at Pioneer Mill
on Maui in September 1999 in conjunction with its shut down of operations.
Pioneer Mill had consistently incurred losses in prior years and it was
expected that those losses would continue in the future. The Company
intends to use portions of the land at Pioneer Mill for alternative crops.
The Company's estimated future costs to shut down sugar operations at
Pioneer Mill are not expected to have a material adverse effect on the
financial condition of the Company.
DIVERSIFIED AGRICULTURE. The Company has considered various uses for
its agricultural lands, such as alternative crops, to address the
uncertainty of the long-term viability of the sugar industry. Although the
Company still continues to explore alternative crops, including cultivating
approximately 500 acres of specialty coffee trees on Maui, alternative
crops remain a small portion of the Company's Agriculture segment.
The Company has received "matching funds" commitments of approximately
$2 million under the federal Rural Economic Transaction Assistance - Hawaii
program. The Company planted several new agricultural crops on Kauai and
Maui using these "matching funds", including seed corn, sweet corn,
alfalfa, high biomass or energy cane, mangos, papayas and other similar
types of fruit corps. At this time, the Company has successfully planted
and cultivated these crops. However, the success of the diversified
agriculture program is contingent upon the ability of the Company to
continue to market and sell these agricultural products at favorable
prices. In total, the Company has approximately 2,000 acres devoted to
diversified agriculture, including coffee.
POWER PRODUCTION. The Company historically has been involved in the
production of energy through the burning of bagasse, the fibrous by-product
of sugar cane processing, in the sugar plantations' boilers. The Company
generates electrical energy and steam for the sugar plantations' own
consumption and for sale to the local public utilities, pursuant to power
purchase agreements entered into with the local utilities. Gross revenues
from the Company's operations at its Lihue power plant totaled
approximately $5.1 million, $4.3 million and $4.9 million for 1999, 1998
and 1997, respectively. Revenues are significantly smaller from the Kekaha
power plant (and formerly from the Pioneer Mill power plant) since the
contract with the local utility does not require the Company to commit to a
certain level of capacity for power production and, therefore, the Company
receives a significantly lower rate for its power sales.
The Lihue Plantation Company ("Lihue Plantation") on Kauai recently
suffered a breakdown of its power-generating turbine. The Company believes
that the turbine repair costs and lost profits are covered by insurance
(although there can be no assurance that all or any portion of the repair
costs and lost profits will be so covered). In addition, Kauai Electric
has indicated its intention to suspend power capacity payments to Lihue
Plantation until the turbine repairs are completed and the power plant is
again generating power. It is too uncertain at this time to predict
whether the ultimate outcome of such matters will have a material adverse
effect on the Company.
WATER RESOURCES. The Company must maintain access to significant
water sources to conduct its agricultural operations and, in many cases,
must demonstrate a sufficient supply of water in order to obtain land
development permits. To distribute most of this water, the Company owns
extensive civil engineering improvements including tunnels, ditches,
reservoirs and pumps. The Company believes that it has sufficient water
resources for its present and planned uses; however, there can be no
assurance that the Company will be able to retain or obtain sufficient
water rights to support all of its current or future agricultural and land
development plans. Currently, on the islands of Kauai and Maui, the Company
controls over 100 million gallons of water per day, most of which is on
land which the Company owns and the remainder on land which is leased by
the Company. Most of the Company's water is currently used for irrigating
sugar cane and other agricultural crops.
As the Company's sugar production decreases, the Company's water needs
also decrease. Subject to significant state regulatory restrictions, excess
water may be used for other purposes and the Company is exploring
alternative uses for such water on Maui. Waiahole Irrigation Company,
Limited ("WIC"), a wholly-owned subsidiary of the Company, previously owned
and operated a water collection and transmission system on the island of
Oahu commonly referred to as the "Waiahole Ditch" (a series of tunnels and
ditches constructed in the early 1900's). The Waiahole Ditch has the
capacity to transport approximately 27 million gallons of water per day
from the windward part of Oahu to the central Oahu plain leeward of the
Ko'olau mountain range. This water was used by the Company's Oahu Sugar
operations from the early 1900s until 1995, when the plantation was closed.
After the closure of Oahu Sugar, WIC negotiated an agreement in June
1998 with the State of Hawaii pursuant to which the State purchased the
Waiahole Ditch from WIC for $8.5 million (which included 450 acres of
conservation land). The sale was consummated in July 1999 (with a payment
by WIC of approximately $2.5 million to a third party to resolve its water
claim related to the Waiahole Ditch).
In February 1999, the Company signed a stock purchase agreement for
the sale of Kaanapali Water Corporation, the Company's water utility
business on West Maui for $5.5 million. This water utility serves the
Kaanapali Beach Resorts. The sale received the approval of the State of
Hawaii Public Utilities Commission and successfully closed on May 25, 1999.
AMFAC/JMB FINANCE, INC.
Amfac/JMB Finance, Inc. ("AJF") is a wholly-owned subsidiary of
Northbrook Corporation ("Northbrook"). The sole business of AJF was to
repurchase Class B COLAs on June 1, 1999 from those holders who "put" their
Class B COLAs pursuant to the terms of a repurchase agreement between the
Company and AJF (the "Repurchase Agreement"). The Company agreed to cause
AJF to perform its obligations under the Repurchase Agreement. In
connection with such repurchase obligations of AJF, Northbrook agreed to
contribute sufficient capital or make loans to AJF pursuant to an agreement
(the "Keep-Well Agreement"), to enable AJF to meet its repurchase
obligations of the COLAs under the Repurchase Agreement. As of December
31, 1998, the Company elected to exercise its right to redeem and,
therefore, was obligated to purchase any and all Class B COLAs pursuant to
the June 1, 1999 Redemption Offer at a price of $410 per Class B COLA. The
Company agreed to exercise its option to redeem Class B COLAs that are
"put" to AJF for repurchase in partial consideration for (a) the agreements
by the Company's affiliates, Fred Harvey Transportation Company ("Fred
Harvey") and AF Investors, to defer until December 31, 2001 all interest
accruing from January 1, 1998 through December 31, 2001 and relating to the
approximately $100,000 of Senior Indebtedness of the Company then owing to
Fred Harvey and the approximately $48,000 of Senior Indebtedness of the
Company then owing to AF Investors; and (b) Northbrook agreeing to cause
approximately $55,100 of the Company's indebtedness that was senior to the
COLAs to be contributed to the capital of the Company. In connection with
the foregoing deferral of interest and contribution of capital, the Company
agreed to allow the senior debt held by Northbrook and its affiliates to be
secured by assets of the Company. Pursuant to the Company's election to
redeem the Class B COLAs submitted for repurchase, the Company assumed
AJF's liability for the June 1, 1999 Class B COLA repurchase obligation.
Because AJF's sole business ended with the June 1, 1999 Class B COLA
repurchase, AJF is being eliminated as a registrant for periods after 1999.
For a description of such obligations pursuant to the Repurchase Agreement
and the Keep-Well Agreement, see Notes 2 and 3 of Notes to Balance Sheets
of AJF. For a description of the COLAs, see Note 5 of Notes to Consolidated
Financial Statements of the Company.
ITEM 2. PROPERTIES
LAND HOLDINGS.
The major real properties owned by the Company are described below by
island.
(a) OAHU.
On the island of Oahu, the Company owns approximately 150 acres of
land classified as urban. After the closure of the Oahu Sugar plantation
in 1995, the Company began developing the 64-acre mill site located in
Waipahu, which is approximately 10 miles west of downtown Honolulu near
Pearl Harbor. The Company received county zoning approval for a light
industrial subdivision on the property.
In November 1998, the Company sold a portion of this mill site
property, which served as collateral for a $10 million loan from City Bank
for an approximate sales price of $7.7 million in cash (plus 2% of the
gross sales price of subsequent parcel sales of all or any portion of the
property by the purchaser) and paid $6 million of the sales proceeds as a
principal reduction on the loan. The purchaser assumed responsibility for
completion of the infrastructure requirements for this portion of the mill-
site development project. Initially, the Company received a one-year
extension of the $4 million remaining balance of the loan, which is secured
by another parcel at the mill-site. The extended loan bore interest at the
bank's base rate (8.50% at December 31, 1999) plus 1.25% and matured on
December 1, 1999. Subsequently, the Company reached a further agreement
with the bank for an additional one year extension for $3 million of the $4
million loan balance. The new extended loan bears interest at the bank's
base rate plus 1.25% and matures on December 1, 2000.
The Company is marketing the remaining mill site land in bulk. The
Company does not anticipate expending funds for additional infrastructure
at this development.
The Company also owns the Waikele Golf Course located at the Company's
completed Waikele project. Waikele is located directly north of the Oahu
Sugar mill site development in central Oahu. The Waikele Golf Course has
experienced a significant drop in play from eastbound (primarily Japanese)
tour groups which has depressed rounds played, average rate and, as a
result, net operating income. The Company has developed and implemented
marketing plans to return the golf course to its previous levels of
profitability. However, these programs have had limited success to date
due to additional competition from new and existing golf courses and
continued softness in the Japanese tour group market. At this point, it is
difficult to predict if and when previous levels of sales and profitability
can be achieved again. The Waikele Golf Course generated approximately
$4.5 million, $5.0 million and $5.8 million, respectively, in revenues
during 1999, 1998 and 1997.
(b) MAUI.
The Company owns approximately 12,000 acres of land on the island of
Maui, most of which are classified as agricultural land (approximately
6,200 acres) and conservation land (approximately 4,900 acres) for State
and County purposes. All of the Company's land holdings are located in West
Maui near the Lahaina and the Kaanapali Beach Resort areas.
In general, the development of the Company's land on Maui is expected
to be long-term in nature as it is intended for resort and resort-related
uses, which for most of the 1990's has been a relatively slow market.
However, recent demand for the Company's homesite inventory at Kaanapali
Golf Estates has improved and the Company has completed the sale of two
parcels during the past six months and is working with prospective buyers
on other parcels.
The Company has determined that the focus of its future development
efforts should be on its Kaanapali/Honokowai land holdings (approximately
3,200 acres) on Maui. Although additional governmental approvals are
required for most of these lands, approximately 900 acres of the Company's
Kaanapali/Honokowai land holdings already have some form of entitlements.
The Company believes its development efforts are best concentrated in this
area where it has certain development approvals already secured and where
successful resort development has occurred during the past thirty years.
Earlier in 1999, the Company began a new approach to planning for its
Kaanapali lands referred to as community-based planning ("CBP"). This
process works to involve members from all aspects of the West Maui
community in developing an acceptable plan for the Company's Kaanapali land
holdings. CBP differs from simply obtaining public input in that CBP
actually gives the community a direct role in the Company's planning
process. CBP has been used successfully in several communities on the
mainland such as in Weston, Florida. Management is optimistic that a plan
can be developed that meets the Company's long-term financial objectives
and will be supported by a broad cross section of the community.
The Company's Kahoma and Launiupoko properties (in total,
approximately 6,800 acres) are considered to be better suited in the near
term for alternative agricultural uses and possibly for lower density,
rural developments. The Company has decided to sell certain portions of
these land holdings as unentitled parcels, and may consider selling
additional portions of these lands based upon market conditions and the
cash needs of the Company. (See also discussion of land sales in
"Management Discussion and Analysis of Financial Condition and Results of
Operations - General".)
The Company owns and operates the Royal Kaanapali Golf Courses
("RKGC"), which are two 18-hole golf courses located at the Kaanapali Beach
Resort on West Maui. The courses occupy approximately 320 acres of land.
The two Kaanapali golf courses generated approximately $10.3 million, $9.5
million and $9.8 million, respectively, in revenues during 1999, 1998 and
1997. (Reference is made to Note 6 concerning the default notice issued as
of January 1, 2000 by the lender concerning the indebtedness secured by the
golf courses.)
The primary development projects located in the Kaanapali/Honokowai
area that are currently owned by the Company are:
Project Acres Uses Status
- ------- ----- ---- ------
Kaanapali
Golf Estates 132 Single family residential Actively selling/
pending infra-
structure
North Beach
Lot #1 14 280 Unit time share resort Fully zoned
North Beach 82 Hotel/condo/time share Requires project
Lots #2, 3 & 4 SMA approvals
North Beach
Mauka 318 Golf/retail/time share/condo Has community
plan approvals
and project
district designa-
tion; needs
urbanization
& revised zoning
Puukolii
Village 249 Single and multi-family Pending major
residential/retail/commer- infrastructure
cial/community/civic
Each of these projects is described in greater detail below.
KAANAPALI GOLF ESTATES. The Company is marketing Kaanapali Golf
Estates ("KGE"), a residential community that is part of the Kaanapali
Beach Resort in West Maui. KGE is divided into several parcels and the
Company has sold approximately 160 homesites (through individual lot and
bulk parcel sales) as of December 31, 1999.
In May 1997, the Company obtained final subdivision approval for a 32-
lot subdivision of one such parcel, referred to as "Parcel 17B". The
Company commenced on-site construction of the subdivision improvements for
Parcel 17B in August 1997 and completed these improvements in March 1998 at
a cost of approximately $1.7 million. During 1997, the Company generated
revenues of approximately $2.8 million from the sale of 18 lots at
Parcel 17B. During 1998, the Company generated revenue of approximately
$2.3 million from the sale of the remaining 14 lots at Parcel 17B.
In May 1998, the Company sold Parcel 18, an 18-lot subdivision in KGE,
in bulk for $1.8 million.
In October 1999, the Company sold in bulk the 17-acre Parcel 21 for
$4.5 million. In January 2000, the Company sold the 17-acre Parcel 16 for
$3.5 million.
NORTH BEACH. In October 1998, the Company received the final Maui
County approval (an SMA permit) needed to develop the Kaanapali Ocean
Resort ("KOR"), a 280 unit time share project on the 14 acre Lot 1 ("KOR
Site") of Kaanapali North Beach. In connection with obtaining the final
approvals for KOR, the Company signed a settlement agreement with certain
Maui citizens who were opposing the project in "contested case hearings".
Additionally, several opposing citizens who did not enter into the
settlement agreement signed letters agreeing to withdraw from the contested
case hearings. The Company submitted the (ultimately approved) settlement
agreement to the Maui Planning Commission in October 1998. Key provisions
of the KOR entitlements and the settlement agreement include the Company's
obligation to provide a new 10-acre open space area on North Beach, a
maximum limit of 1,950 units density on North Beach (versus the prior 3,200
units) and a requirement to implement certain drainage improvements
associated with the development of the Company's remaining Kaanapali lands.
Concurrent with construction of KOR, the Company is required to begin
construction of improvements for a 13-acre public park at Wainee, Maui.
The park land and improvements will be donated by the Company to the County
of Maui.
In 1998, the Company completed the purchase of Tobishima Pacific,
Inc.'s ("TPI") 50% ownership interest in North Beach. The Company and TPI
were unable to agree on key operating decisions related to the development
of KOR and the future development plan for the entire North Beach property.
To break the deadlock on these issues, the Company exercised a buy/sell
option using a $12 million stated purchase price, and TPI elected to sell
its interest. The Company financed with TPI 80% of the purchase price for
TPI's interest in North Beach and signed a note and first mortgage in favor
of TPI for $9.6 million for the balance. The note is payable in five
equal, annual principal installments beginning in September 1999, with
interest of 8.5% payable quarterly. In January 1999, the Company paid TPI
$2.2 million on its note to release Lot #1 for KOR and the new 10-acre open
space area at North Beach. A $1.9 million payment was also made in
September 1999, as required under the terms of the note.
In February 1997, the Company formed a limited partnership with an
experienced time share management team to proceed with the planning and
development of KOR. The limited partnership was unable to obtain financing
for KOR on a basis acceptable to the Company. As a result, in February
2000, a subsidiary of the Company purchased all of the interests of the
limited partnership and entered into negotiations with several larger
timeshare companies. The Company anticipates admitting to the limited
partnership one of these larger timeshare companies with a majority
ownership interest.
If the Company is successful in structuring such a partnership, it is
expected that the new partner will provide the necessary equity for KOR
financing.
NORTH BEACH MAUKA. The Company has plans for an additional 18-hole
golf course, condominiums, commercial/retail and residential uses. The
Company also plans to evaluate adding a significant time-share component to
the development plans for this 318-acre parcel. Currently, the Company has
Community Plan approvals and R-3 zoning (residential, minimum 10,000 square
foot lots) for North Beach Mauka. State urbanization is required, along
with final zoning and subdivision.
PUUKOLII VILLAGE. The Company has regulatory approval to develop a
project, known as "Puukolii Village", on approximately 249 acres located
"Mauka" ("towards the mountains") of Kaanapali Beach Resort. A significant
portion of this project will be affordable housing. Development of most of
Puukolii Village cannot commence until after completion of the planned
Lahaina/Kaanapali bypass highway. As such, development of this parcel is
expected to be long term.
MAUI INFRASTRUCTURE COSTS. In connection with certain of the
Company's land use approvals on Maui, the Company has agreed to provide
employee and affordable housing and to participate in the funding of the
design and construction of the planned Lahaina/Kaanapali bypass highway.
The Company has entered into an agreement with the State of Hawaii
Department of Transportation covering the Company's participation in the
design and construction of the bypass highway. In conjunction with state
urbanization of the Company's Kaanapali Golf Estates project, the Company
committed to spend up to $3.5 million (of which approximately $.8 million
has been spent as of December 31, 1999) toward the design of the highway.
Due to lengthy delays by the State in the planned start date for the bypass
highway, the Company recently funded approximately $1.1 million for the
engineering and design of the widening of the existing highway through the
Kaanapali Beach Resort. The Company believes this $1.1 million will be
credited against the $3.5 million commitment discussed above. The Company
has also committed another $6.7 million for the construction of the bypass
highway, subject to the Company obtaining future entitlements on Maui and
the actual construction of the bypass highway. The development and
construction of the bypass highway is expected to be a long-term project
that will not be completed until the year 2007 or later.
The Company has reached an agreement with Maui County pursuant to
which the Company has agreed to exchange the Pioneer Mill office building
and five acres of agricultural land for affordable, employee housing
credits. The Company has received sufficient credits for its planned KOR
development and the development of single family homes on parcels in the
Kaanapali Golf Estates.
(c) KAUAI.
The Company owns approximately 19,200 acres of land on the island of
Kauai, the vast majority of which is classified and zoned, by the State of
Hawaii and the County of Kauai respectively, as agricultural and
conservation lands. There are large contiguous parcels which comprise the
bulk of these Kauai land holdings, located in Lihue/Hanamaulu on the
eastern side of Kauai. Large portions of the agricultural lands are
currently used for sugar cane cultivation, and portions of the conservation
lands are utilized by the Company's sugar plantations to collect, store and
transmit irrigation water from mountainous areas to the sugar cane fields.
The Company has state urbanization and county zoning for a 552 acre
master-planned community known as the Lihue/Hanamaulu Town Expansion, which
includes approximately 1,800 affordable and market rate residential units,
commercial and industrial facilities and a number of community and other
public uses. The Company does not plan to pursue subdivision and building
permits for this project until the real estate market on Kauai improves.
The Company has 478 acres of land currently listed for sale on Kauai.
The Company may consider selling additional portions of these lands based
upon market conditions and the cash needs of the Company. (See also
discussion of land sales in the "Liquidity and Capital Resources" section
below.)
LEASES.
The Company's two plantation subsidiaries lease agricultural lands
from unrelated third parties. Such leases vary in length from
month-to-month to six years and cover parcels of land ranging in size from
one acre to over 20,000 acres. Certain of such leases provide the Company,
as lessee, with licenses for water use. Almost all of the leased land of
the Company is used in connection with the cultivation of sugar cane. Most
of the leases provide that the Company pay fixed annual minimum rents
(ranging from $10 to $28 per usable acre), plus additional rents based upon
a percentage of gross receipts above a specified level. During the past
three years, the Company has paid only minor amounts of percentage rent on
the leases (listed below). There is no assurance that any of the Company's
leases will be renewed.
The following summary lists the material land leases of the Company's
subsidiaries, as lessees, and certain material terms thereof:
Sugar Cane
Expiration Acreage in Gross Minimum
Plantation Date Cultivation Acreage Rent
---------- ------------- ----------- ------- --------
Kekaha month to month 6,798 27,720 $251,500
Lihue month to month 4,054 6,200 $ 56,370
Lihue 12/15/02 0 3,106 $ 20,630
Lihue 10/31/00 1,083 4,406 $ 19,132
Lihue 6/28/06 418 670 $ 9,208
Pioneer 3/12/01 0 2,509 $100,937
Lihue 11/28/01 831 831 $ 8,310
OTHER PROPERTY.
In addition to the real property discussed above, the Company also
owns two sugar mills, each with its own power plant. The mills and power
plants are located in Kekaha and Lihue, Kauai. Each of these facilities is
involved in the production of raw sugar from sugar cane and the production
of electrical and steam power. Management plans to mill the entire year
2000 crop at the Lihue sugar mill. As a result, the normal off-season
repair work was not performed at the Kekaha factory, which is sitting idle.
Depending upon management's evaluation of the actual operating efficiencies
and cost savings from milling the entire crop at Lihue, management will
make a final decision on whether or not to permanently close the Kekaha
Mill or whether to re-open it for the year 2001 harvest.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to the Commitments and Contingencies Section of
Notes to Consolidated Financial Statements for a detailed discussion
regarding lawsuits which allegedly arose out of the operations of the Oahu
Sugar Company, Limited ("Oahu Sugar"), a subsidiary of the Company, which
discussion is hereby incorporated herein by reference.
On September 20, 1996, Oahu Sugar filed a lawsuit, Oahu Sugar v.
Walter Arakaki and Steve Swift, Case No. 96-3880-09, in the Circuit Court
of the First Circuit, State of Hawaii. In the lawsuit, Oahu Sugar alleged
that it entered into an agreement to sell to defendants certain sugar cane
processing equipment at Oahu Sugar's sugar cane mill in Waipahu. Oahu
Sugar alleged that defendants failed to timely dismantle and remove the
equipment, as required by the agreement, and that defendants were obligated
to pay Oahu Sugar rent for the area occupied by the equipment beyond the
time provided for by the parties. Oahu Sugar further alleged that it
provided notice to defendants that Oahu Sugar was entitled to treat the
equipment as abandoned property and to sell the equipment, because the
equipment had not been removed from the property in a timely fashion, as
required by the parties' agreement. In its complaint, Oahu Sugar sought,
among other things, declaratory relief that it was entitled to treat the
equipment as abandoned, damages for breach of contract, and rent under an
unjust enrichment theory.
Defendants filed an answer, as amended, denying the substantive
allegations of Oahu Sugar's complaint and asserting various affirmative
defenses. In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar. In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment. In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.
Oahu Sugar's declaratory relief claim was settled in advance of trial.
Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims. The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict. On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2.6 million in damages on their counterclaim. On March 22,
2000, the trial court entered judgment against Oahu Sugar for the $2.6
million in damages awarded by the jury. In addition, the trial court
awarded counterclaimants $751,000 in attorneys' fees, $28,000 in costs and
$866,000 in prejudgment interest. Oahu Sugar has filed post trial motions
for judgment as a matter of law and for a new trial. If the trial court
does not grant Oahu Sugar substantial relief, Oahu Sugar intends to pursue
an appeal (subject to satisfying bonding requirements). Oahu Sugar
continues to believe that it is entitled to affirmative relief on its
complaint and that it has meritorious defenses to the counterclaim that it
intends to appeal. The Company, however, can provide no assurances that it
will be successful in obtaining affirmative relief or overturning the
verdict against Oahu Sugar. This verdict, if upheld, could have a material
adverse effect on the Oahu Sugar's financial condition.
On October 7, 1999, Oahu Sugar Company was named in a lawsuit
entitled, Akee, et al. v. Dow Chemical Company, et al., Civil No. 99-3757-
10, and filed in Hawaii State Court (Circuit Court of the First Circuit of
Hawaii). Oahu Sugar has been served. This multiple plaintiff toxic tort
case names Oahu Sugar and a number of additional defendants including
several large chemical, petroleum and agricultural companies. Plaintiffs
attempt to allege several causes of action related to personal injuries
arising from exposure to allegedly multiple toxic fumigants. Plaintiffs
allege that Oahu Sugar and other defendants used these fumigants in their
agricultural operations and that the fumigants have contaminated the air,
soil and water in the area surrounding their residences. Plaintiffs seek
damages for various unspecified personal injuries/illnesses, emotional
distress, lost wages and wrongful deaths as well as damages for
unlawful/unfair or deceptive practices and punitive damages.
On September 30, 1999, Oahu Sugar was one of several defendants named
in a lawsuit entitled, City and County of Honolulu v. Leppert, et al.
Civil No. CV 99 00670 ACK-FIY, and filed in the federal court, District of
Hawaii. Oahu Sugar has been served. Plaintiff filed this environmental
action in an attempt to assert several causes of action including (1)
clean-up and other response costs under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"); (2) owner/operator
liability, contribution and indemnity under Hawaii statutory law; (3)
strict liability for ultrahazardous activity; and (4) negligence. Plaintiff
alleges that defendant Oahu Sugar previously operated a sugar mill on
property currently owned by plaintiff, and used pesticides, herbicides,
fumigants, petroleum products and by-products and other hazardous chemicals
which were allegedly released into the soil and/or groundwater at the
subject property. Plaintiff seeks recovery of response costs it has
incurred and to be incurred, a declaration of the rights and liabilities
for past and any future claims, damages for lost property value, technical
consulting and legal costs in investigating the property, increased
construction costs, and attorneys' fees and costs.
On September 30, 1999, Oahu Sugar was named in a lawsuit entitled,
City and County of Honolulu v. Leppert, et al., Civil No. 99-3678-09, and
filed in Hawaii State Court, Circuit Court for the First Circuit of Hawaii.
Oahu Sugar has been served. This case is the same case as the CERCLA action
above, except that it asserts causes of action under the Hawaii
Environmental Response Law, the state law equivalent of CERCLA. The alleged
specific causes of action include (1) owner/operator liability,
contribution and indemnity under Hawaii Revised Statue Section 128D-18; (2)
strict liability; (3) negligence, and, (4) declaratory relief on state
claims.
One of Oahu Sugar's insurance carriers is partially funding the
defense of these environmental-related cases, subject to a reservation of
rights. Oahu Sugar can give no assurances as to the portion of defense
costs and indemnity costs, if any, that will ultimately be borne by the
insurance carrier.
These environmental-related lawsuits are in the beginning stages of
litigation. The Company believes that Oahu Sugar has meritorious defenses
to these lawsuits and Oahu Sugar will defend itself vigorously. However,
there can be no assurances that these cases (or any of them), when once
adjudicated, will not have a material adverse effect on the financial
condition of Oahu Sugar.
The Hawaii Department of Health ("Health Department") has conducted
inspections of the plantation properties of Kekaha Sugar Co., Ltd., Lihue
Plantation Co., Ltd., and Pioneer Mill Co. As a result of the inspections,
the Health Department has noted various areas of non-compliance with
environmental law. In the case of Kekaha Sugar Co., Ltd., the Health
Department is preparing to bring a civil action against Kekaha to ensure
compliance with laws and to assess penalties, but the Health Department has
not indicated the amount of penalties it will seek. As a result of the
inspection of its properties, Lihue Plantation Co., Ltd. has received a
letter requiring certain corrective actions, but the Department of Health
has reserved the right to take further enforcement action. Pioneer Mill
Co. has not received the inspection report of the Hawaii Department of
Health and is therefore unable to determine what actions or penalties the
Hawaii Department of Health may impose.
While there can be no assurance that the above matters will be
concluded without a material adverse effect on the financial condition of
the Company, the Company believes that it has made adequate provision in
the accompanying financial statements for its reasonably estimated loss
contingencies.
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 results of operations or its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
1998 and 1999.
PART II
ITEM 5. MARKET FOR THE COMPANY'S AND AJF'S COMMON EQUITY AND
RELATED SECURITY HOLDER MATTERS
The Company is wholly-owned by Northbrook and, hence, there is no
public market for the Company's membership interest. AJF is a wholly-owned
subsidiary of Northbrook and there is no public market for AJF's Stock.
ITEM 6. SELECTED FINANCIAL DATA
AMFAC/JMB HAWAII, L.L.C.
For the years ended December 31, 1999, 1998, 1997, 1996 and 1995
(Dollars in Thousands)
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Total revenues
(c) . . . . . $ 67,872 99,654 86,383 97,406 101,607
======== ======== ======== ======== ========
Net income
(loss) (d). . $(19,873) (41,735) (25,572) (34,166) 12,708
======== ======== ======== ======== ========
Net income
(loss) per
share (b)
Total assets . $359,694 431,080 464,245 483,605 521,598
======== ======== ======== ======== ========
Amounts due
affiliates -
Senior debt
financing . . $172,965 110,325 125,290 103,579 76,911
======== ======== ======== ======== ========
Certificate of
Land Apprecia-
tion Notes. . $139,413 220,692 220,692 220,692 220,692
======== ======== ======== ======== ========
(a) The above selected financial data should be read in
conjunction with the financial statements and the related notes appearing
elsewhere in this annual report on Form 10-K.
(b) The Company is a wholly-owned subsidiary of Northbrook;
therefore, net loss per share is not presented.
(c) Total revenues includes interest income of $785 in 1999, $976
in 1998, $386 in 1997, $463 in 1996 and $1,288 in 1995.
(d) In 1999 and 1995, the Company recognized an extraordinary gain
from the extinguishment of debt of $11,265 and $32,544, respectively (after
reduction of income taxes of $7,203 and $20,807), respectively, which is
reflected in 1999 and 1995 net income (loss), respectively.
ITEM 7. MANAGEMENT'S 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.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL.
A significant portion of the Company's cash needs result from the
nature of the real estate development business, which requires a
substantial investment in preparing development plans, seeking land
urbanization and other governmental approvals and completing infrastructure
improvements prior to realizing a cash return on the investment.
Additionally, the Company's sugar operations incur a cash deficit during
the first half of the year of $10 to $15 million. This seasonal cash
deficit is due to the sugar plantations' operating costs being incurred
fairly ratably during the year, while revenues are received between May and
December, concurrent with raw sugar deliveries to the California and
Hawaiian Sugar Company ("C&H"). In addition to seasonal cash needs, in many
years cash flow from sugar operations has been negative, requiring a net
cash investment to fund the operating deficits and any capital costs. Other
significant cash needs also include overhead expenses and debt service.
As previously reported, the Company continues to face a severe
liquidity shortage. The Company has made expense cuts and deferrals where
possible. Additionally, the Company has not paid the quarterly interest
payment (due in January 2000) to the State of Hawaii Employee Retirement
System related to their $66 million loan secured by the Royal Kaanapali
Golf Courses. These measures, along with the closing of the sale of a land
parcel in Kaanapali Golf Estates in January 2000, have kept the Company
operating through the date of this report. However, management does not
expect any relief from the extremely tight cash situation, at least until a
new investor is admitted to the KOR limited partnership (as described
below).
Unfortunately, there are several large, contingent cash expenditures
that may make any relief temporary. These include:
(1) the ultimate outcome of the litigation and environmental
matters described in Item 3. "Legal Proceedings";
(2) a loss of sugar revenues resulting from an anticipated sugar
price that is 15% lower than the average price received in 1999;
(3) the uninsured portion of the costs associated with the
breakdown in February 2000 of the primary power generation equipment at the
Lihue Plantation Company power plant; and
(4) the possibility that Kauai Electric Company, if it is unable to
obtain certain land use permits, could attempt to exercise its option to
rescind its purchase of a parcel of land from the Lihue Plantation Company
(a subsidiary of the Company) and require the return of the approximately
$5 million purchase price paid to Lihue Plantation in 1992.
It is difficult to predict the ultimate outcome of these various
contingencies, any of which could have a material adverse effect on the
financial condition of the Company.
In the absence of additional land and business sales (none of which
are currently expected to close before the second quarter of 2000) or
financing from third parties (which has generally not been obtainable), the
Company believes that additional borrowings from Northbrook or its
affiliates will be necessary to meet its short-term and long-term liquidity
needs. Northbrook and its affiliates have made such borrowings available to
the Company in the past. However, there is no assurance that Northbrook or
its affiliates will have sufficient funds through the end of 2000, or in
the long-term, or that Northbrook or its affiliates will make such funds
available to the Company, to meet the Company's short-term or long-term
liquidity needs. To the extent that Northbrook or its affiliates make such
borrowings available to the Company during 2000, any such borrowings would
be required (i) to be Senior Indebtedness, (ii) to accrue interest at the
rate of prime plus 1%, and (iii) to have principal and interest fully
repayable prior to the end of year 2000. The Company has implemented other
alternatives to address the projected cash deficits for 2000. These
alternatives include expense cuts and deferrals at several of the Company's
businesses. Although these expense cuts and deferrals have improved the
Company's short-term cash situation, the Company must either complete
additional land or business sales, or receive new loans from Northbrook or
its affiliates, to provide sufficient cash to operate through the end of
2000.
In recent years, the Company has funded its significant cash
requirements primarily through senior debt borrowings from Northbrook and
one of its subsidiaries and from revenues generated by the development and
sale of its properties. Significant short-term cash requirements relate to
the funding of agricultural deficits, interest expenses and overhead
expenses. At December 31, 1999, the Company had unrestricted cash and cash
equivalents of approximately $10.0 million. The Company intends to use its
cash reserves, land sales proceeds and proceeds from new financings or
joint venture arrangements to meet its short-term liquidity requirements.
However, there can be no assurance that new financings can be obtained or
property sales completed.
The Company's land holdings on Maui and Kauai are its primary sources
of future land sale revenues. However, due to current market conditions,
the difficulty in obtaining land use approvals and the high development
costs of required infrastructure, the Company does not believe that it will
be able to generate significant amounts of cash in the short-term from the
development of these lands. As a result, the Company is also marketing
certain unentitled agricultural and conservation parcels to generate cash.
Although only small portions of the Company's lands are formally
listed for sale, management is exploring the possible sale of other parcels
with prospects that the Company has identified through its own extensive
network of contacts in the real estate business. Additionally, it is well
known throughout the real estate industry in Hawaii that the Company has
been aggressively marketing and selling land and, thus, management receives
a significant number of direct inquiries from brokers and prospective
purchasers.
Approximately 474 acres of land on Kauai and 1,580 acres on Maui are
currently under contract for sale. However, the contracts have due
diligence investigation periods which allow the prospective purchasers to
terminate the agreements. There can be no assurance that the signed
contracts for sale will in fact close under their current terms and
conditions or any other terms or that the Company will be successful in
selling this land or other land at an acceptable price.
During 1999, the Company generated approximately $14.9 million from
the sale of approximately 2,200 acres on Maui and Kauai, including the sale
of Kapaa 1400 on Kauai for $4.4 million (November 1999) and the sale of a
17 acre parcel in Kaanapali Golf Estates on Maui for $4.5 million (October
1999).
During all of 1998, the Company generated approximately $41.3 million
of land sales, of which approximately $16 million came from the sale of the
6,700 acre Kealia parcel in June 1998. The Company received $5.6 million
in cash at closing, $5.6 million from subsequent installment payments, and
the remaining $4.8 million in March 1999. The sale of the 740-acre Olowalu
parcel on Maui closed in September 1998 for a sales price of $9.6 million,
paid in full at closing. In November 1998, the Company received
approximately $7.7 million in cash from the sale of certain millsite
property at Oahu Sugar. The Company used a portion of the proceeds to pay
down $6 million on the Company's $10 million City Bank loan and received a
one-year extension on the repayment of the $4 million remaining balance.
Additionally in 1998, the Company generated approximately $4.1 million of
lot sales at Kaanapali Golf Estates and approximately $3.0 million from the
sales of primarily unentitled agricultural and conservation land parcels on
Kauai and Hawaii.
During 1997, the Company generated approximately $21.2 million of land
sales, of which $4.8 million came from Kaanapali Golf Estates on Maui; $5.2
million was from four oceanfront residential lots at Kai Ala Place; and
$7.4 million was from the sale of unentitled agricultural and conservation
land parcels on the islands of Kauai and Hawaii.
The Company continues to implement certain cost savings measures and
to defer certain development costs and capital expenditures for longer-term
projects. The Company's Property segment expended approximately $3.7
million, $7.0 million and $10.1 million in project costs during 1999, 1998
and 1997, respectively, and anticipates expending approximately $8.7
million in project costs during 2000. As of December 31, 1999, contractual
commitments related to project costs totaled approximately $.6 million.
The Company completed the purchase of its former joint venture
partner's 50% interest in the 96 acre beachfront parcel commonly referred
to as Kaanapali North Beach. The Company and Tobishima Pacific, Inc.
("TPI") were unable to agree on key operating decisions related to the
development of the Kaanapali Ocean Resort ("KOR") and the future
development plan for the entire North Beach property. To break the
deadlock on these issues, the Company exercised a buy/sell option using a
$12 million stated purchase price, and TPI elected to sell its interest.
The Company financed 80% of the purchase price for TPI's interest in North
Beach and signed a note and first mortgage in favor of TPI for $9.6
million. The note is payable in five equal, annual principal installments
beginning in September 1999, and with interest at 8.5% per annum payable
quarterly. In addition to the scheduled principal and interest payments,
in January 1999, the Company paid TPI $2.2 million on its note to release
Lot #1 for KOR and the new 10-acre public recreation area at North Beach.
The Company has made significant changes in the operations of its
sugar plantations in an effort to reduce operating costs and increase
productivity. The sugar industry in Hawaii has experienced significant
difficulties for a number of years. Growers in Hawaii have long struggled
with high costs of production, which have led to the closure of many
plantations, including the Oahu Sugar Company and more recently Pioneer
Mill Company. Transportation costs of raw sugar to the C&H refinery are
also significant. Over the years, the Company has implemented numerous
cost reduction and consolidation plans.
After lengthy negotiations with the union, in April 1998, the union
membership at the Kauai plantation ratified a two-year contract which
included a 10% reduction in wages as well as other concessions. The two-
year contract, which covers approximately 89% of the Kauai plantation
workforce, expired on January 31, 2000 and has been extended on a day-to-
day basis. The extension agreement allows either party to cancel upon
three days notice. Renewal of the contract is currently being negotiated;
however, there can be no assurance that the prior concessions and any
additional changes that may be necessary will be obtained. The absence of
these concessions and/or changes would cause the Company to consider the
possible shutdown of its sugar operations on Kauai. Although the prior
concessions provided a meaningful, positive impact on operations, they did
not provide the type of structural changes necessary to provide for long-
term profitability and a secure future for the Company's sugar operations.
The Lihue Plantation Company ("Lihue Plantation") on Kauai recently
suffered a breakdown of its power-generating turbine. The Company believes
that the turbine repair costs and lost profits are covered by insurance
(although there can be no assurance that all or any portion of the repair
costs and lost profits will be so covered). In addition, Kauai Electric
has indicated its intention to suspend power capacity payments to Lihue
Plantation until the turbine repairs are completed and the power plant is
again generating power. It is too uncertain at this time to predict
whether the ultimate outcome of such matters will have a material adverse
effect on the Company.
The Company completed its final harvest of sugar cane at Pioneer Mill
on Maui in September 1999 in conjunction with its shut down. Pioneer Mill
had consistently incurred losses in prior years and it was expected that
those losses would continue in the future. The Company intends to use
portions of the land at Pioneer Mill for alternative crops. The Company's
estimated future costs to shut down sugar operations at Pioneer Mill are
not expected to have a material adverse effect on the financial condition
of the Company.
Company management cannot predict precisely the actual cost of a
plantation shutdown until a shut down plan is developed. There are a
significant number of factors that impact the actual cost including: the
exact timing of the shutdown, potential environmental issues (currently
unknown), the market and pricing for the possible sale or lease of the
plantation's field and mill equipment, and employee termination costs
(which are subject to union negotiation). Other significant unknowns (in
the case of Kauai) relate to the costs associated with terminating the
power sale agreements with the local utility company.
The price of raw sugar has fallen from approximately 22 cents/lb. to
17 cents/lb. for current deliveries. Futures prices for 2000 range from 18
cents/lb. to 19 cents/lb. While the Company had hedged (effectively pre-
sold) a portion of the 1999 deliveries and did not experience any material
impact in 1999 resulting from the current year's raw sugar price reduction,
the Company anticipates receiving (at the current price levels)
approximately $3.9 million less in net sugar proceeds from its 2000 harvest
than originally forecasted. As the futures prices for 2000 have generally
not exceeded the Company's break-even price, the Company is only 5% hedged
for year 2000 deliveries. If the USDA continues to manage the sugar
program at the current price levels, losses will be approximately $4
million greater than projected and it is doubtful that the Company will be
able to sustain its sugar business on Kauai for more than another year or
two. As described, changes in the price of raw sugar could also impact the
level of agricultural deficits and, as a result, the annual cash needs of
the Company. Although government legislation, which is in place through
2002, sets a target price range (currently approximately 21.5 cents to 23
center per pound) for raw sugar, it is possible that such legislation could
be amended or repealed resulting in a reduction in the price of raw sugar
to world levels (currently approximately 5 cents to 6 cents/lb). Such a
reduction could also cause the Company to consider the shutdown of its
remaining sugar plantations on Kauai.
Decisions regarding the future of the Company's sugar operations will
be made on a year-to-year basis taking into account the current year's
operating results and forecasts for the upcoming year. There can be no
assurance that the Company will continue with sugar production in the
future.
As the Company's sugar production decreases, the Company's water needs
will also decrease. Subject to significant state regulatory restrictions,
excess water may be used for other purposes and the Company is exploring
alternative uses for such water. Waiahole Irrigation Company, Limited
("WIC") is a wholly-owned subsidiary of the Company and previously owned
and operated a water collection and transmission system on the island of
Oahu commonly referred to as the "Waiahole Ditch" (a series of tunnels and
ditches constructed in the early 1900's). After the closure of Oahu Sugar
in 1995, the Company negotiated an agreement in June 1998 with the State of
Hawaii pursuant to which the State purchased the Waiahole Ditch from WIC
for $8.5 million (which includes 450 acres of conservation land). The sale
was consummated in July 1999 (with a payment by WIC of approximately $2.5
million to a third party to resolve its water claim related to the Waiahole
Ditch).
In February 1999, the Company signed a stock purchase agreement for
the sale of Kaanapali Water Corporation, the Company's water utility
business on West Maui for $5.5 million. This water utility serves the
Kaanapali Beach Resorts. The sale received the approval of the State of
Hawaii Public Utilities Commission and successfully closed on May 25, 1999.
1999 Compared to 1998
During 1999, cash decreased by $15.6 million from December 31, 1998.
Net cash provided by operating activities of $3.5 million and investing
activities of $8.0, was offset by cash used in financing activities of
$27.2 million.
During 1999, net cash flow provided by operating activities was $3.5
million, as compared to $6.6 million in 1998. The $3.1 million decrease in
cash flow provided by operating activities was due primarily to (i) a $13.9
million decrease in inventories during 1999 as compared to a decrease of
$46.9 million during 1998 due to the decrease in the volume of land sales
in 1999 and a decrease in agricultural inventories primarily as a result of
the shutdown of sugar operations at the Maui plantation and a decrease in
the acres planted at the Kauai plantations, (ii) a decrease of $2.2 million
in Amounts due to affiliates as result of repayments to an affiliate
compared to a $1.6 million increase in 1998, (iii) a partial offset
resulting from a $10.3 million decrease in Receivables in 1999 related
primarily to the collection of $7.6 million in receivables related to prior
year land sales and a $2.4 million decrease in receivables related to sugar
operations compared to the $6.5 million increase in receivables in 1998,
(iv) also partially offset by an increase in Accrued expenses of $2.7
million as a result of provisions made for certain litigation matters
offset in part by a decrease in the interest accrued on the COLA notes, and
(v) an $13.5 million decrease in the Company's net loss (after adjusting
for items not requiring or providing cash) in 1999 as compared to 1998.
During 1999, net cash flow provided by investing activities was $8.0
million as compared to $15.8 million used during 1998. The $23.8 million
increase in net cash provided by investing activities was principally due
to (i) a $14.5 million decrease in property additions primarily due to the
1998 acquisition of Tobishima Pacific, Inc.'s 50% ownership interest in
North Beach (as discussed above), and (ii) a $12.2 million increase in net
property sales, disposals and retirement due primarily to the stock sale of
Kaanapali Water Corporation and the asset sale of WIC's Waiahole Ditch.
During 1999, net cash flow used in financing activities was $27.2
million compared to $26.6 million provided in 1998. The $53.8 million
decrease in cash provided from financing activities is due primarily to
$40.3 million cash used to redeem the Class B COLAs on June 1, 1999
(discussed below) offset in part by $21.3 million in cash advances from
affiliates compared to $24.8 million in cash advances from affiliates
during 1998 and a $6.7 million decrease in net long-term debt as compared
to a net increase of $1.9 million in 1998.
1998 Compared to 1997
During 1998, cash increased by approximately $17.4 million from 1997.
Net cash provided by operating activities of $6.6 million and financing
activities of $26.6 million was primarily provided by $24.8 million of
long-term senior debt financing proceeds from Northbrook and $9.6 million
of additional debt related to the acquisition of TPI's 50% ownership
interest in the 96 acre parcel at North Beach (as discussed below),
partially offset by principal loan repayments on other long-term debt of
approximately $7.7 million and cash used in investing activities of $15.8
million as discussed below.
During 1998, net cash flow provided by operating activities was $6.6
million, as compared to net cash flow used in operating activities of $10.4
million during 1997. The $17.0 million increase in net cash flow provided
by operating activities during 1998 as compared to 1997 was due primarily
to (i) a $27.7 million decrease in inventory primarily attributable to the
increase in real estate sales in 1998 as compared to 1997 and a decrease in
the real estate inventory held for sale at year-end; offset in part by (ii)
a $4.5 million increase in receivable balances in 1998 as compared to 1997
related primarily to the increase in the receivable related to the sale of
land parcels at Kealia of approximately $7.0 million offset by a decrease
in sugar receivables from C&H of approximately $1.3 million; and (iii) a
$5.4 million increase in the Company's net loss (after adjusting for items
not requiring or providing cash) in 1998 as compared to 1997.
During 1998, net cash flow used in investing activities was $15.8
million as compared to $9.0 million during 1997. The $6.8 million increase
in net cash used in investing activities was principally due to (i) an
increase in property additions of $17.6 million primarily due to the
acquisition of TPI's 50% ownership interest in North Beach for $12 million
(as discussed above); and (ii) a decrease of $6.9 million in other assets
during 1998 compared to 1997 primarily due to the reclassification of a
note receivable recorded in connection with a prior year land sale from
noncurrent to current in 1998 as compared to an increase in other assets of
$2.1 million for such note in 1997 and the reclassification of
approximately $1.8 million of other assets to inventory in 1998. The note
receivable which is due in 1999 has an outstanding balance of approximately
$1.1 million and is classified in current receivables at December 31, 1998.
During 1998, net cash flow provided by financing activities increased
to $26.6 million from $19.7 million during 1997. The $6.9 million increase
is due primarily to (i) an increase in net advances by affiliates (senior
debt) totaling $24.8 million during 1998 as compared to $16.6 million
during 1997 (see Note 4) and (ii) $9.6 million of additional debt related
to the acquisition of TPI's 50% ownership interest in the 96 acre parcel of
North Beach compared to $5.0 million of additional long-term financing
primarily related to the loan secured by the golf course owned by WGCI in
1997. These amounts were also partially offset by $7.7 million and $2.0
million of principal loan repayments on long-term debt in 1998 and 1997,
respectively.
COLA RELATED OBLIGATIONS. AJF and the Company were parties to the
Repurchase Agreement pursuant to which AJF was obligated to repurchase on
June 1, 1999 the Class B COLAs tendered by the holders thereof. Northbrook
agreed, pursuant to the Keep-Well Agreement, to contribute sufficient
capital or make loans to AJF to enable AJF to meet the COLA repurchase
obligations, if any, described above. In addition, the Company was
obligated to cause AJF to comply with AJF's repurchase obligation. AJF did
not have significant assets, and the Company was uncertain of the extent to
which AJF would be able to perform its repurchase obligation. Notwith-
standing AJF's repurchase obligations, the Company elected to redeem the
Class B COLAs that were "put" to AJF for repurchase in partial
consideration for (a) the agreements by the Company's affiliates, Fred
Harvey Transportation Company ("Fred Harvey") and AF Investors, to defer
until December 31, 2001 all interest accruing from January 1, 1998 through
December 31, 2001 and relating to the approximately $99,595 of Senior
Indebtedness of the Company then owing to Fred Harvey and the approximately
$47,693 of Senior Indebtedness of the Company then owing to AF Investors
(see below); and (b) Northbrook agreeing to cause approximately $55,100 of
the Company's indebtedness that was senior to the COLAs to be contributed
to the capital of the Company. In connection with the foregoing deferral
of interest and contribution of capital, the Company agreed to allow the
senior debt held by Northbrook and its affiliates to be secured by assets
of the Company. As a result of the contribution, in the Company's
December 31, 1998 balance sheet, the "Amounts due to affiliates - senior
debt financing" were decreased, and the Company's "Member's equity
(deficit)" was increased, by approximately $55,100. The deferral of
interest, together with this contribution to capital, were made as part of
the Company's effort to alleviate significant liquidity constraints and
continue to meet the Value Maintenance Ratio requirement under the
Indenture.
The COLAs were issued in units consisting of one Class A COLA and one
Class B COLA. As of December 31, 1999, the Company had approximately
155,271 Class A COLAs and approximately 123,554 Class B COLAs outstanding,
with a principal balance of approximately $78 million and $62 million,
respectively. At December 31, 1999, the cumulative interest paid per Class
A COLA and Class B COLA was approximately $225 and $225, respectively.
As of December 31, 1998, under the terms of the Indenture, the Company
elected to offer to redeem (the "Class B COLA Redemption Offer") all Class
B COLAs from the registered holders, thereby eliminating AJF's Class B COLA
repurchase obligation with respect to such holders as of June 1, 1999.
Pursuant to the Class B COLA Redemption Offer mailed on March 15, 1999 to
the COLA holders, and in accordance with the terms of the Indenture, the
Company was therefore obligated to purchase any and all Class B COLAs
submitted pursuant to the Class B COLA Redemption Offer at a price of $410
per Class B COLA.
The Class B COLA Redemption Offer terminated on April 15, 1999 in
accordance with its terms and with the Indenture. Approximately 162,559
Class B COLAs were submitted for repurchase pursuant to the Class B
Redemption Offer of which approximately 98,229 Class B COLAs were submitted
for repurchase by persons unaffiliated with the Company and which required
an aggregate cash payment by the Company of approximately $40.3 million on
June 1, 1999. On June 1, 1999, the Company borrowed approximately $21.3
million from AF Investors, LLC ("AF Investors") to redeem a portion of the
Class B COLAs pursuant to the Class B COLA Redemption Offer. Pursuant to
the terms of the Indenture, such amount borrowed from AF Investors is
Senior Indebtedness that matures on December 31, 2008 and bears interest at
a rate per annum of prime (8.50% at December 31, 1999) plus 1% (see
deferral of interest discussion - note 3). Additional interest may be
payable on such Senior Indebtedness upon its maturity based upon fair
market value, if any, of the Company's equity at that time. AF Investors
submitted approximately 64,330 of its 89,325 Class B COLAs for repurchase
pursuant to the Class B Redemption Offer and AF Investors agreed to take
back senior debt of the Company of approximately $26.4 million in lieu of
cash. Such Senior Indebtedness matures on December 31, 2008 and bears
interest at a rate per annum equal to the prime rate (8.50% at December 31,
1999) plus 1%. Additional interest may be payable on such Senior
Indebtedness upon its maturity based upon the fair market value, if any, of
the Company's equity at that time. AF Investors' Class B COLAs were
contributed by Amfac Finance Limited Partnership ("Amfac Finance"), an
Illinois Limited partnership and an affiliate of the Company, to AF
Investors in December 1998.
As a result of the Class B COLA repurchases, the Company retired
approximately $81.3 million face value of COLA debt and correspondingly
recognized a financial statement gain of approximately $14.6 million of
which $8.8 million is attributable to the retirement of COLA debt held by
persons unaffiliated with the Company. Such financial statement gain was
reduced by applicable income taxes of approximately $7.2 million, the
write-off of an applicable portion of deferred financing costs and other
expenses of approximately $3.8 million increased by the reversal of
previously accrued deferred contingent base interest of approximately $7.6
million resulting in a financial statement extraordinary gain of
approximately $11.3 million. The tax payable on the gain (approximately
$2.0 million) related to the Class B COLAs which were submitted for
repurchase by persons unaffiliated with the Company pursuant to the Class B
COLA Redemption Offer is not indemnified under the tax agreement with
Northbrook (see Note 1).
On January 30, 1998, Amfac Finance extended a tender offer to purchase
(the "Class B Tender Offer") up to $65.4 million principal amount of
separately certificated Class B COLAs ("Separate Class B COLAs") for cash
at a unit price of $375 to be paid by Amfac Finance on each Separate Class
B COLA tendered on or about March 24, 1998. The maximum cash to be paid
under the Class B Tender Offer was approximately $49.0 million (130,842
Separate Class B COLAs at a unit price of $375 each). Approximately 62,857
Separate Class B COLAs were submitted to Amfac Finance for repurchase
pursuant to the Class B Tender Offer, requiring an aggregate payment by
Amfac Finance of approximately $23.6 million on March 31, 1998. In
addition, on October 23, 1998, Amfac Finance extended a Tender Offer to
purchase (the "Class A/B Tender Offer") up to approximately $22.5 million
principal amount of jointly certificated Class A and B COLAs (together
"COLA Units") for cash at a unit price of $460 to be paid by Amfac Finance
on each COLA Unit on or about December 23, 1998. The maximum cash to be
paid under the Class A/B Tender Offer was approximately $12.2 million
(26,600 COLA Units at a unit price of $460 for each COLA Unit).
Approximately 26,468 COLA Units were submitted to Amfac Finance for
repurchase pursuant to the Class A/B Tender Offer, requiring an aggregate
payment by Amfac Finance of approximately $12.2 million on December 23,
1998. Neither the Class B nor the Class A/B Tender Offer reduced the
outstanding indebtedness of the Company. In December 1998, Amfac Finance
contributed its COLAs to AF Investors. The COLAs still held by AF
Investors remain outstanding pursuant to the terms of the Indenture.
Except as provided in the last sentence of this paragraph, AF Investors is
entitled to the same rights and benefits of any other holder of COLAs. As
discussed above, AF Investors submitted approximately 64,330 of its 89,325
Class B COLAs for repurchase pursuant to the Class B COLA Redemption Offer.
AF Investors agreed to take back senior debt of the Company for the portion
of Class B COLAs so put in lieu of cash. Because AF Investors is an
affiliate of the Company, AF Investors will not be able to participate in
determining whether the holders of the required principal amount of debt
under the Indenture have concurred in any direction, waiver or consent
under the terms of the Indenture.
As a result of the Class B and Class A/B Tender Offers, the Company
recognized approximately $7.9 million and $14.3 million, respectively, of
taxable gain in accordance with income tax regulations for certain
transactions with affiliates. Such gain is treated as cancellation of
indebtedness income for income tax purposes only and, accordingly, the
income taxes related to the Class B Tender Offer (approximately $3.1
million) and Class A/B Tender Offer (approximately $5.7 million) were, or
will be, indemnified by Northbrook through the tax agreement between
Northbrook and the Company (See Note 1).
Pursuant to the terms of the Indenture, the Company is required to
maintain a Value Maintenance Ratio (defined in the Indenture) of 1.05 to
1.00. Such ratio is equal to the relationship of the Company's Net Asset
Value to the sum of: (i) the outstanding principal amount of the COLAs,
(ii) any unpaid Base Interest that is required to be paid, and (iii) the
outstanding principal balance of any Indebtedness incurred to redeem COLAs
(the "COLA Obligation"). Net Asset Value represents the excess of the Fair
Market Value (as defined in the Indenture) of the gross assets of the
Company over the liabilities of the Company other than the COLA obligations
and certain other liabilities. The COLA Indenture requires the Company to
obtain independent appraisals of the fair market value of the gross assets
used to calculate the Value Maintenance Ratio as of December 31 in each
even-numbered calendar year.
The Company has received independent appraisals indicating that the
appraised value of substantially all of its gross assets as of December 31,
1998, was at least approximately $453 million. Based upon the appraisals
and, where a lower value was indicated, a contract to sell, the Company was
able to meet the Value Maintenance Ratio as of December 31, 1998. It should
be noted that, under the Indenture, the concept of Fair Market Value
generally is defined as the value that an independent arm's-length
purchaser, seeking to utilize such asset for its highest and best use,
would pay, taking into consideration the risks and benefits associated with
such use or development, current restrictions on development (including
zoning limitations, permitted densities, environmental restrictions, and
restrictive covenants) and the likelihood of changes to such restrictions;
provided, however, that with respect to any Fair Market Value determination
of all of the assets of the Company, such assets shall not be valued as if
sold in bulk to a single purchaser. Although the value of certain of its
assets as of December 31, 1999, may be lower than their value one year
earlier, the Company believes that the values were sufficient to be in
compliance with the Value Maintenance Ratio. There can be no assurance
that the Company will be able to sell its real estate assets for their
aggregate appraised value. Because of the size and diversity of the real
estate holdings of the Company and the uncertainty of the Hawaii real
estate market, it is likely that it would take a considerable period of
time for the Company to sell its assets. In recent years, the Company has
sold some of its real estate for less than their appraised value to meet
cash needs.
The Company uses the effective interest method and as such interest on
the COLAs is accrued at the Mandatory Base Interest rate (4% per annum).
The Company has not generated a sufficient level of Net Cash Flow to incur
or pay Contingent Base Interest (interest in excess of 4%) on the COLAs
(see Note 3) from 1990 through 1999. Contingent Base Interest through 2008
is due and payable only to the extent of Net Cash Flow. Net Cash Flow for
any period is generally an amount equal to 90% of the Company's net cash
revenues, proceeds and receipts after payment of cash expenditures,
excluding federal and state income taxes and after the establishment by the
Company of reserves. At December 31, 2008, certain levels of Contingent
Base Interest may also be due and payable to the extent of Maturity Market
Value. Maturity Market Value generally means 90% of the excess of the Fair
Market Value of the Company's assets at maturity over its liabilities,
including Qualified Allowance (described below), but only to the extent
earned and payable from Net Cash Flow generated through maturity) at
maturity. Approximately $83.5 million of cumulative deficiency of deferred
Contingent Base Interest related to the period from August 31, 1989 (Final
Issuance Date) through December 31, 1999 has not been accrued in the
accompanying consolidated financial statements as the Company believes that
it is not probable at this time that a sufficient level of Net Cash Flow
will be generated in the future or that there will be sufficient Maturity
Market Value as of December 31, 2008 (the COLA maturity date) to pay any
such unaccrued deferred Contingent Base Interest. The following table is a
summary of Mandatory Base Interest and deferred Contingent Base Interest
(i.e. not currently due and payable) for the years ended December 31, 1999,
1998 and 1997 (dollars are in millions):
1999 1998 1997
------ ------ ------
Mandatory Base Interest paid . . . . . . . $ 7.2 8.8 8.8
Contingent Base Interest due and paid. . . -- --
Cumulative deferred Contingent Base
Interest . . . . . . . . . . . . . . . . $ 83.5 120.7 107.4
Net Cash Flow was $0 for 1999, 1998 and 1997.
Cumulative deferred Contingent Base Interest as discussed above is
calculated based upon the face amount of Class A and Class B COLAs
outstanding. The face amount of COLAs outstanding decreased to
approximately $139.4 million at December 31, 1999 from approximately $220.7
million at December 31, 1998 resulting from the retirement of approximately
$81.3 million face of COLAs pursuant to the Class B COLA Redemption Offer
discussed below, and accordingly, the Cumulative deferred Contingent Base
Interest decreased from $120.7 million at December 31, 1998 to $83.5 at
December 31, 1999.
With respect to any calendar year, JMB Realty Corporation ("JMB"), an
affiliate of the Company, or its affiliates may receive a Qualified
Allowance in an amount equal to 1.5% per annum of the Fair Market Value of
the gross assets of the Company (other than cash and cash equivalents and
certain other types of assets as provided for in the Indenture) for
providing certain advisory services to the Company. The aforementioned
advisory services, which are provided pursuant to a 30-year Services
Agreement entered into between the Company and JMB in November 1988,
include making recommendations in the following areas: (i) the construction
and development of real property; (ii) land use and zoning changes; (iii)
the timing and pricing of properties to be sold; (iv) the timing, type and
amount of financing to be incurred; (v) the agricultural business; and (vi)
the uses (agricultural, residential, recreational or commercial) for the
land. For the years 1999, 2000 and 2001, JMB has agreed that the amount of
the Qualified Allowance to be calculated shall not exceed the lesser of the
amount described in the preceding sentence and $5 million. However, the
Qualified Allowance shall be earned and paid for each year prior to
maturity of the COLAs only if the Company generates sufficient Net Cash
Flow to pay Base Interest for such year in an amount equal to 8%. Any
portion of the Qualified Allowance not paid for any year shall cumulate
without interest and JMB or its affiliates shall be paid such deferred
amount in succeeding years, only after the payment of all Contingent Base
Interest for such succeeding year and then, only to the extent that Net
Cash Flow exceeds levels specified in the Indenture.
A Qualified Allowance for 1989 of approximately $6.2 million was paid
on February 28, 1990. Approximately $79.1 million of Qualified Allowance
related to the period from January 1, 1990 through December 31, 1999 has
not been earned and paid, and is payable only to the extent that future Net
Cash Flow is sufficient. Accordingly, because the Company does not believe
it is probable at this time that a sufficient level of Net Cash Flow will
be generated in the future to pay the Qualified Allowance, the Company has
not accrued for any Qualified Allowance payments in the accompanying
consolidated financial statements. JMB has informed the Company that no
incremental costs or expenses have been incurred relating to the provision
of these advisory services. The Company believes that using an incremental
cost methodology is reasonable. The following table is a summary of the
Qualified Allowance for the years ended December 31, 1999, 1998 and 1997
(dollars are in millions):
1999 1998 1997
------ ------ ------
Qualified Allowance calculated . . . . . . $ 5.0 9.8 10.1
Qualified Allowance paid . . . . . . . . . -- -- --
Cumulative deficiency of
Qualified Allowance at
end of year. . . . . . . . . . . . . . . $ 79.1 74.1 64.3
After the maturity date of the COLAs, JMB will continue to provide
advisory services pursuant to the Services Agreement, the Qualified
Allowance for such years will continue to be 1.5% per annum of the Fair
Market Value of the gross assets of the Company and its subsidiaries, and
the Qualified Allowance will continue to be payable from the Company's Net
Cash Flow. Upon the termination of the Services Agreement, if there has not
been sufficient Net Cash Flow to pay the cumulative deficiency in the
Qualified Allowance, if any, such amount would not be due or payable to
JMB.
Upon maturity, holders of COLAs will be entitled to receive the
remaining outstanding principal balance of the COLAs plus unpaid Mandatory
Base Interest plus additional interest equal to certain levels of unpaid
Contingent Base Interest, to the extent of the Maturity Market Value of the
Company's assets at maturity over its liabilities (including Qualified
Allowance, but only to the extent earned and payable from Net Cash Flow
generated through maturity) at maturity, which liabilities have been
incurred in connection with its operations), plus 55% of the remaining
Maturity Market Value.
RESULTS OF OPERATIONS
GENERAL:
The Company and its subsidiaries report its taxes as a part of the
consolidated tax return for Northbrook. The Company and its subsidiaries
have entered into a tax indemnification agreement with Northbrook, which
indemnifies the Company and its subsidiaries for all past, present and
future federal and state income tax liabilities (other than income taxes
which are directly attributable to cancellation of indebtedness income
caused by the repurchase or redemption of securities as provided for in or
contemplated by the Repurchase Agreement).
Current and deferred taxes have been allocated to the Company as if
the Company were a separate taxpayer in accordance with the provisions of
SFAS No. 109 - Accounting for Income Taxes. However, to the extent the tax
indemnification agreement does not require the Company to actually pay
income taxes, current taxes payable or receivable (excluding income taxes
which are directly attributable to cancellation of indebtedness income
caused by the repurchase or redemption of securities as provided for in or
contemplated by the Repurchase Agreement) have been reflected as deemed
contributions to additional paid-in capital or distributions from related
earnings (deficit)/member's equity (deficit) in the accompanying
consolidated financial statements. As such, the deferred income tax
liabilities reflected on the Company's consolidated balance sheet are not
expected to result in cash payments by the Company.
YEAR 2000. The Company has not experienced any material disruption in
its operations in connection with the century change and does not expect
any such disruption in the future. The Company has not needed to implement
contingency plans, has not had any material remediation costs and does not
anticipate that its future costs of remediation will be material. However,
there can be no assurance that disruption may not occur in the future or
that the cost of any required remediation may not be material.
SENIOR DEBT. Interest expense decreased for the year ended
December 31, 1999 as compared to the year ended December 31, 1998 due to a
lower senior debt financing from affiliates balance attributable to
Northbrook's contribution of senior debt to capital discussed above.
Interest expense increased for the year ended December 31, 1998 as compared
to the year ended December 31, 1997 due to additional senior debt financing
from affiliates.
The following table sets forth operating results by industry segment
(see Note 13), for the years indicated (in 000's):
1999 1998 1997
-------- -------- --------
Agriculture Segment:
Revenues. . . . . . . . . . . . . . . $ 30,074 34,551 41,949
Cost of sales . . . . . . . . . . . . 37,885 33,534 40,862
-------- ------- -------
(7,811) 1,017 1,087
Operating expenses. . . . . . . . . . 4,160 5,066 4,460
-------- ------- -------
Operating (loss). . . . . . . . . . . (11,971) (4,049) (3,373)
-------- ------- -------
Golf Segment:
Revenues. . . . . . . . . . . . . . . 14,832 14,485 15,618
Cost of sales . . . . . . . . . . . . 8,867 9,911 9,877
-------- ------- -------
5,965 4,574 5,741
Operating expenses. . . . . . . . . . 1,926 1,861 2,021
-------- ------- -------
Operating income. . . . . . . . . . . 4,039 2,713 3,720
-------- ------- -------
Property Segment:
Revenues. . . . . . . . . . . . . . . 22,181 49,642 28,430
Cost of sales . . . . . . . . . . . . 17,221 57,657 27,580
-------- ------- -------
4,960 (8,015) 850
Operating expenses:
Reduction to carrying value of
investments in real estate. . . . (11,360) (16,805) (2,279)
Other . . . . . . . . . . . . . . . (5,761) (7,290) (7,692)
-------- ------- -------
Operating income (loss):
Reduction to carrying value of
investments in real estate . . . . (11,360) (16,805) (2,279)
Other. . . . . . . . . . . . . . . . (801) (15,305) (6,842)
-------- ------- -------
Unallocated operating expenses
(primarily overhead). . . . . . . . . (1,760) (2,349) (3,225)
-------- ------- -------
Total operating loss . . . . . . . . . . . $(21,853) (35,795) (11,999)
======== ======= =======
The variances in the above-noted results of operations for the
Agriculture segment, Golf segment and the Property segment are discussed in
the following sections.
AGRICULTURE SEGMENT:
The Company's Agriculture segment is responsible for activities
related to the cultivation, processing and sale of sugar cane and coffee.
Agriculture's revenues are primarily derived from the Company's sale of its
raw sugar. Reference is made to the "Liquidity and Capital Resources"
section of "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for a discussion of potential uncertainties
regarding the price of raw sugar and the continuation of the Company's
sugar cane operations.
As part of the Company's agriculture operations, the Company enters
into commodities futures contracts and options in raw sugar as deemed
appropriate to reduce the risk of future price fluctuations. These futures
contracts and options are accounted for as hedges and, accordingly, gains
and losses are deferred and recognized in cost of sales as part of the
production cost.
During 1999 and 1998, agriculture revenues were $30.0 and $34.6
million, respectively.
Agricultural revenues and cost of sales decreased in 1999 as compared
to the 1998 due to the decrease in tons sold. During 1999, the Company
sold approximately 75,000 tons of sugar, a 14% decrease over the same
period in 1998 due in part to the timing of deliveries of raw sugar to
California and Hawaiian Sugar Company. The average price of sugar sold
during 1999 of approximately $348 represents a 4% decrease over the average
price during 1998. The Company harvested approximately 14,600 and 9,700
acres during 1999 and 1998, respectively.
The increase in the operating loss of $12.0 million during 1999 as
compared to $4.0 million during 1998, reflects costs associated with the
shutdown of sugar operations at certain of the Company's plantations and
the decrease in the average price of sugar sold.
1998 Compared to 1997
During 1998, agriculture revenues were $34.6 million as compared to
$41.9 million in 1997. The $7.3 million decrease was due primarily to a
decrease of $7.5 million in revenues resulting from a 20% decrease in the
tons of sugar sold in 1998 as compared to 1997, offset in part by a $.3
million increase in revenues resulting from a 1% increase in the price of
sugar to $362 per ton in 1998 as compared to $359 per ton in 1997. During
1998, approximately 87,300 tons of sugar were sold as compared to 109,000
tons of sugar in 1997. The Company harvested approximately 9,700 and
11,300 acres in 1998 and 1997, respectively.
During 1998, cost of sales were $33.5 million as compared to $40.8
million in 1997. The $7.3 million decrease was due primarily to: (i) a $7.6
million decrease in cost of sales resulting from a 20% reduction in the
tons of sugar sold in 1998 as compared to 1997 (as discussed above); offset
in part by an increase in the unit cost per ton (or $2.2 million increase
in cost of sales) due to a certain level of fixed costs which negatively
impacted the cost per ton due to the lower production volume and (ii) a
reduction of $1.7 million in reserves for future costs related to a
discontinued sugar operation.
Agriculture operating expenses were $5.1 million and $4.5 million for
1998 and 1997, respectively, and consisted primarily of depreciation
expense.
The increase in the operating loss of $4.0 million in 1998 as compared
to $3.4 million in 1997 was due primarily to the reductions in revenues and
cost of sales (as discussed above).
GOLF SEGMENT:
The Company's golf segment is responsible for the management and
operation of the two golf courses at Kaanapali Golf Courses in Kaanapali,
Maui and the Waikele Golf Club on Oahu.
1999 Compared to 1998
Golf revenues were $14.8 million during 1999 as compared to $14.5
million during 1998. Approximately 187,000 rounds of golf were played
during 1999 and 1998.
Golf cost of sales were $8.9 million during 1999 as compared to $9.9
million during 1998. The decrease in cost of sales is primarily due to the
capitalization of certain leases. Golf operating expenses of $1.9 million
during 1999 and 1998, consisted primarily of depreciation expense.
The increase in the operating income of $4.0 million during 1999 as
compared to $2.7 million during 1998 was due primarily to the increase in
revenues and decrease in cost of sales (as discussed above).
1998 Compared to 1997
During 1998, golf revenues were $14.5 million as compared to $15.6
million in 1997. The $1.1 million decrease is due primarily to a 5%
decrease in the total golf rounds played and a 1% decrease in the average
rate per round at the three courses. During 1998, approximately 187,000
rounds of golf were played as compared to 196,000 in 1997.
Golf cost of sales were $9.9 million in 1998 and 1997. Golf operating
expenses of $1.9 million and $2.0 million in 1998 and 1997, respectively,
consisted primarily of depreciation expense.
The decrease in the operating income of $2.7 million in 1998 as
compared to $3.7 million in 1997 was due primarily to the reduction in
revenues (as discussed above).
PROPERTY SEGMENT:
The Company's Property segment is responsible for land planning and
development activities; obtaining land use, zoning and other governmental
approvals and selling or financing developed and undeveloped land parcels.
1999 Compared to 1998
Revenues decreased to $22.2 million during 1999 from $49.6 million
during 1998. Revenues included land sales during 1999 of approximately
$14.9 million from the sale of approximately 2,200 acres on Maui and Kauai.
Land sales during 1998 included approximately $16 million from the sale of
the 6,700 acre Kealia parcel on Kauai, $9.6 million from the sale of the
740 acre Olowalu parcel on Maui, $4.1 million of land sales related to
Kaanapali Golf Estates, $7.7 million from the sale of certain mill-site
property at the Company's former Oahu Sugar Plantation and $3.9 million
primarily from the sale of various other land parcels on Oahu, Kauai and
Hawaii.
During 1999, property cost of sales were $17.2 million as compared to
$57.7 million during 1998. The $40.5 million decrease in costs was due
primarily to a decrease in sales volume associated with land parcels sold
(as discussed above).
Property sales and cost of sales decreased during 1999 as compared to
1998 due to lower sales volume. Operating income improved primarily due to
improved margins realized on certain property sold during 1999 as compared
to 1998 and lower general and administrative expenses.
1998 Compared to 1997
Revenues increased to $49.6 million during 1998 from $28.4 million
during 1997. Property revenues include revenues from land sales of
approximately $41.3 million and $21.2 million for 1998 and 1997,
respectively. Land sales included revenues for 1998 of approximately $16
million from the sale of the 6,700 acre Kealia parcel on Kauai, $9.6
million from the sale of the 740-acre Olowalu parcel on Maui, $4.1 million
of land sales related to Kaanapali Golf Estates, $7.7 million from the sale
of certain mill-site property at the Company's former Oahu Sugar Plantation
and $3.9 million primarily from the sale of various other land parcels on
Oahu, Kauai and Hawaii. The Company received $11.2 million of the $16
million Kealia parcel sales proceeds in three installment payments in 1998
and receive the remaining $4.8 million in March 1999.
During 1998, property cost of sales were $57.7 million as compared to
$27.6 million in 1997. The $30.1 million increase in costs was due
primarily to an increase in sales volume associated with land parcels sold
(as discussed above).
Property operating expenses were $7.3 million and $7.7 million for
1998 and 1997, respectively, and consisted primarily of employment costs
and other general and administrative expenses.
Property sales and cost of sales increased in 1998 as compared to 1997
due to higher sales volume. Operating income deteriorated primarily due to
lower margins realized on property sold during 1998.
In accordance with the provisions of the COLA Indenture, appraisals
were performed for substantially all of the assets of the Company as of
December 31, 1998 which reflected a decline in value for certain
properties. Certain of the assets appraised as of December 31, 1998 are
properties that are either being actively marketed by the Company or
properties for which the Company intends to sell in the near future. Four
of the land parcels expected to be disposed of by the Company within the
next two years, having a cost basis of approximately $20.2 million, were
estimated by the Company to have a total fair market value (less costs to
sell) of approximately $13.2 million as of December 31, 1998. Accordingly,
the Company recorded a $7 million loss in the fourth quarter of 1998
related to these properties. Additionally, the Company reduced its
carrying value of one of its land parcels in the fourth quarter of 1998 by
$9.8 million to properly reflect the estimated market value of this land
parcel.
INFLATION
Due to the lack of significant fluctuations in the level of inflation
in recent years, inflation generally has not had a material effect on real
estate development.
In the future, high rates of inflation may adversely affect real
estate development generally because of their impact on interest rates.
High interest rates not only increase the cost of borrowed funds to the
Company, but can also have a significant effect on the affordability of
permanent mortgage financing to prospective purchasers. However, high rates
of inflation may permit the Company to increase the prices that it charges
in connection with real property sales, subject to general economic
conditions affecting the real estate industry and local market factors.
High rates of inflation in oil prices could adversely affect the power
production operations at the Kauai sugar plantations. Lihue Plantation's
power purchase contract with Kauai Electric can require the plantation to
provide power to the local utility where, under certain circumstances, the
plantation would have to burn oil to meet those requirements. There can be
no assurance that the plantation would receive rates sufficient to cover
its oil costs under those circumstances.
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 prevalent 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 debt payments, capital
expenditures and other cash requirements. The Company also utilizes
certain derivative financial instruments to limit market risk. The
Company's primary risk exposure is to interest rate risk. The Company's
derivatives are used for hedging purposes rather than speculation. The
Company does not enter into financial instruments for trading purposes.
The Company's long-term debt arrangements are both fixed and variable
rate. Based upon the Company's indebtedness and interest rates at
December 31, 1999, a 1% increase in market rates would decrease future
earnings and cash flows by approximately $2.0 million. A 1% decrease in
market rates would increase future earnings and cash flows by approximately
$2.0 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMFAC/JMB HAWAII, L.L.C.
INDEX
Report of Independent Auditors
Consolidated Balance Sheets, December 31, 1999 and 1998
Consolidated Statements of Operations for the years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Member's Equity (Deficit) for
the years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 19997
Notes to Consolidated Financial Statements
SCHEDULE
Valuation and Qualifying Accounts . . . . . . . . . II
Schedules not filed:
All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the financial statements or related notes.
AMFAC/JMB FINANCE, INC.
INDEX
Report of Independent Auditors
Balance Sheets, December 31, 1999 and 1998
Notes to the Balance Sheets
Schedules not filed:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.
REPORT OF INDEPENDENT AUDITORS
The Member
AMFAC/JMB HAWAII, L.L.C.
We have audited the accompanying consolidated balance sheets of
Amfac/JMB Hawaii, L.L.C. as of December 31, 1999 and 1998, and the related
consolidated statements of operations, member's equity (deficit), and cash
flows for each of the three years in the period ended December 31, 1999.
Our audits also included the financial statement schedule listed in the
Index at Item 8. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Amfac/JMB Hawaii, L.L.C. at December 31, 1999 and 1998, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
described in the accompanying consolidated financial statements, the
Company has incurred recurring operating losses and has member's deficit of
approximately $206 million at December 31, 1999. The Company continues to
face a severe liquidity shortage and is subject to contingent cash
expenditures, including environmental and tax matters (see Notes 11 and
12). These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these
matters, including the need to complete additional land or business sales,
are also described in Note 11. The consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
ERNST & YOUNG LLP
Honolulu, Hawaii
March 17, 2000
AMFAC/JMB HAWAII, L.L.C.
Consolidated Balance Sheets
December 31, 1999 and 1998
(Dollars in Thousands)
A s s e t s
-----------
1999 1998
-------- --------
Current assets:
Cash and cash equivalents . . . . . . . . . . . $ 10,931 26,526
Receivables - net. . . . . . . . . . . . . . . 2,905 13,248
Inventories. . . . . . . . . . . . . . . . . . 31,741 29,770
Prepaid expenses . . . . . . . . . . . . . . . 1,623 2,048
-------- --------
Total current assets . . . . . . . . . . 47,200 71,592
-------- --------
Investments. . . . . . . . . . . . . . . . . . . 40 40
-------- --------
Property, plant and equipment:
Land and land improvements . . . . . . . . . . 253,352 291,617
Machinery and equipment. . . . . . . . . . . . 62,210 65,641
Construction in progress . . . . . . . . . . . 488 737
-------- --------
316,050 357,995
Less accumulated depreciation
and amortization . . . . . . . . . . . . . . 44,896 44,865
-------- --------
271,154 313,130
Deferred expenses. . . . . . . . . . . . . . . . 6,384 10,862
Other assets . . . . . . . . . . . . . . . . . . 34,916 35,456
-------- --------
$359,694 431,080
======== ========
L i a b i l i t i e s
---------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . $ 6,955 6,773
Accrued expenses . . . . . . . . . . . . . . . 9,400 6,697
Current portion of long-term debt. . . . . . . 5,184 7,166
Current portion of deferred income taxes . . . 1,481 81
Debt in default. . . . . . . . . . . . . . . . 73,004 72,397
Amounts due to affiliates. . . . . . . . . . . 12,076 12,310
Amounts due to affiliates - Senior Debt
financing. . . . . . . . . . . . . . . . . . 832 --
-------- --------
Total current liabilities. . . . . . . . 108,932 105,424
-------- --------
Amounts due to affiliates - senior debt
financing. . . . . . . . . . . . . . . . . . . 172,133 110,325
Accumulated postretirement benefit obligation. . 47,775 51,314
Long-term debt . . . . . . . . . . . . . . . . . 27,557 34,240
Other long-term liabilities. . . . . . . . . . . 16,851 25,925
Deferred income taxes. . . . . . . . . . . . . . 52,550 60,971
Certificate of Land Appreciation Notes . . . . . 139,413 220,692
-------- --------
Total liabilities. . . . . . . . . . . . 565,211 608,891
-------- --------
Commitments and contingencies (notes 3, 4, 5, 6, 7, 8, 9, and 11)
AMFAC/JMB HAWAII, L.L.C.
Consolidated Balance Sheets - Continued
M e m b e r ' s E q u i t y ( D e f i c i t )
-------------------------------------------------
1999 1998
-------- --------
Member's equity (deficit). . . . . . . . . . . . (205,517) (177,811)
-------- --------
Total member's equity (deficit). . . . . (205,517) (177,811)
-------- --------
$359,694 431,080
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Operations
Years ended December 31, 1999, 1998 and 1997
(Dollars in Thousands)
1999 1998 1997
-------- -------- --------
Revenues:
Agriculture. . . . . . . . . . . . $ 30,074 34,551 41,949
Property . . . . . . . . . . . . . 22,181 49,642 28,430
Golf . . . . . . . . . . . . . . . 14,832 14,485 15,618
-------- -------- --------
67,087 98,678 85,997
-------- -------- --------
Cost of sales:
Agriculture. . . . . . . . . . . . 37,885 33,534 40,862
Property . . . . . . . . . . . . . 17,221 57,657 27,580
Golf . . . . . . . . . . . . . . . 8,867 9,911 9,877
-------- -------- --------
63,973 101,102 78,319
Operating expenses:
Selling, general and
administrative . . . . . . . . . 7,951 9,994 11,188
Depreciation and amortization. . . 5,656 6,572 6,210
Reduction to carrying value of
investments in real estate . . . 11,360 16,805 2,279
-------- -------- --------
Total costs and expenses . . 88,940 134,473 97,996
-------- -------- --------
Operating loss . . . . . . . (21,853) (35,795) (11,999)
-------- -------- --------
Non-operating income (expenses):
Amortization of deferred costs . . (1,029) (1,238) (1,347)
Interest income. . . . . . . . . . 785 976 386
Interest expense . . . . . . . . . (29,089) (33,437) (29,649)
-------- -------- --------
(29,333) (33,699) (30,610)
-------- -------- --------
Loss before taxes and
extraordinary item . . . . . . (51,186) (69,494) (42,609)
Income tax benefit . . . . . . . (20,048) (27,759) (17,037)
-------- -------- --------
Loss before extraordinary
item . . . . . . . . . . . (31,138) (41,735) (25,572)
Extraordinary gain from
extinguishment of debt
(less applicable income
taxes of $7,203) . . . . . . . 11,265 -- --
-------- -------- --------
Net loss . . . . . . . . . . $(19,873) (41,735) (25,572)
======== ======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Member's Equity (Deficit)
Years ended December 31, 1999, 1998 and 1997
(Dollars in Thousands)
Total
Stock- Total
Retained holder's Member's
Common Paid-In Earnings Equity Equity
Stock Capital (Deficit) (Deficit) (Deficit)
------ ------- --------- --------- ---------
Balance,
December 31,
1996. . . . . . $ 1 14,384 (167,956) (153,571) --
Net loss . . . . -- -- (25,572) (25,572) --
Capital distri-
bution - current
income taxes
(note 12) . . . -- -- (11,746) (11,746) --
-------- -------- -------- -------- ---------
Balance,
December 31,
1997. . . . . . 1 14,384 (205,274) (190,889) --
Conversion to
limited
liability
Company . . . . (1) (14,384) 205,274 190,889 (190,889)
Net loss . . . . -- -- -- -- (41,735)
Capital distri-
bution - current
income taxes
(note 12) . . . -- -- -- -- (335)
Contribution of
certain senior
debt financing. -- -- -- -- 55,148
-------- -------- -------- -------- ---------
Balance,
December 31,
1998. . . . . . -- -- -- -- (177,811)
Net loss . . . . -- -- -- -- (19,873)
Capital distri-
bution - current
income taxes
(note 12) . . . -- -- -- -- (7,833)
-------- -------- -------- -------- ---------
Balance,
December 31,
1999. . . . . . $ -- -- -- -- (205,517)
======== ======== ======== ======== =========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
(Dollars in Thousands)
1999 1998 1997
-------- -------- --------
Cash flows from operating activities:
Net income (loss). . . . . . . . . $(19,873) (41,735) (25,572)
Items not requiring (providing) cash:
Depreciation and amortization. . 5,656 6,572 6,210
Amortization of deferred costs . 1,029 1,238 1,347
Equity in earnings of
investments. . . . . . . . . . -- 81 111
Income tax benefit . . . . . . . (12,845) (27,759) (17,037)
Extraordinary gain from
extinguishment of debt . . . . (18,468) -- --
Reduction to carrying value of
investments in real estate. . . 11,360 16,805 2,279
Deferred interest. . . . . . . . 607 794 1,039
Interest on advances from
affiliates . . . . . . . . . . 14,115 15,355 5,083
Other long-term liabilities. . . -- (3,288) --
Changes in:
Receivables - net. . . . . . . . 10,343 (6,505) (2,002)
Inventories. . . . . . . . . . . 13,853 46,879 19,201
Prepaid expenses . . . . . . . . 425 600 791
Accounts payable . . . . . . . . 182 484 570
Accrued expenses . . . . . . . . 2,727 (1,102) (61)
Amounts due to affiliates. . . . (2,243) 1,591 1,814
Other long-term liabilities. . . (3,319) (3,386) (4,125)
-------- -------- --------
Net cash provided by
(used in) operating
activities . . . . . . . . 3,549 6,624 (10,352)
-------- -------- --------
Cash flows from investing activities:
Property additions . . . . . . . . (3,054) (17,596) (2,766)
Property sales, disposals and
retirements - net. . . . . . . . 12,671 514 160
Investments in joint ventures
and partnerships . . . . . . . . -- -- (420)
Other assets . . . . . . . . . . . 59 2,031 (4,928)
Other long-term liabilities. . . . (1,670) (798) (1,063)
-------- -------- --------
Net cash used in
investing activities . . . 8,006 (15,849) (9,017)
-------- -------- --------
Cash flows from financing activities:
Payment to redeem and purchase
Certificate of Land
Appreciation Notes (COLAs) . . . . (40,274) -- --
Deferred expenses. . . . . . . . . . (90) (43) (244)
Current portion of long-term debt. . (1,174) -- --
Net amounts due to affiliates. . . . 21,318 24,828 16,628
Net (repayments) proceeds of
long-term debt . . . . . . . . . . (6,683) 1,851 3,364
Other costs related to extin-
guishment of debt. . . . . . . . . (247) -- --
-------- -------- --------
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Cash Flows - Continued
1999 1998 1997
-------- -------- --------
Net cash provided by
(used in) financing
activities . . . . . . . . (27,150) 26,636 19,748
-------- -------- --------
Net increase (decrease) in cash
and cash equivalents . . . . . . (15,595) 17,411 379
Cash and cash equivalents,
beginning of year. . . . . . . . 26,526 9,115 8,736
-------- -------- --------
Cash and cash equivalents,
end of year. . . . . . . . . . . $ 10,931 26,526 9,115
======== ======== ========
Supplemental disclosure of cash
flow information:
Cash paid for interest (net
of amount capitalized). . . . . . $ 14,974 17,436 24,816
======== ======== ========
Schedule of non-cash investing
and financing activities:
Transfer of property actively
held for sale to real estate
inventories and accrued costs
relating to real estate sales . $ 15,824 15,180 23,862
======== ======== ========
Disposition of debt:
Gain on extinguishment of debt . . $ 18,468 -- --
Face value of debt extinguished. . (81,279) -- --
Other costs related to
extinguishment of debt . . . . . 247 -- --
Issuance of Senior Debt to
affiliate. . . . . . . . . . . . 26,375 -- --
Write-off of Contingent Base
Interest . . . . . . . . . . . . (7,624) -- --
Write-off of deferred COLA
costs. . . . . . . . . . . . . . 3,539 -- --
-------- -------- --------
Cash paid to redeem
and purchase COLAs . . . . $(40,274) -- --
======== ======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements
(Dollars in Thousands)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BASIS OF ACCOUNTING
Amfac/JMB Hawaii, L.L.C. (the "Company") is a Hawaii limited liability
company. The Company is wholly-owned by Northbrook Corporation
("Northbrook"). The primary business activities of the Company are land
development and sales, golf course management and agriculture. The Company
owns approximately 31,000 acres of land located on the islands of Oahu,
Maui, Kauai and Hawaii in the State of Hawaii. All of this land is held by
the Company's wholly-owned subsidiaries. In addition to its owned lands,
the Company leases approximately 45,000 acres of land used primarily in
conjunction with its agricultural operations. The Company's operations are
subject to significant government regulation.
The Company is the successor to Amfac/JMB Hawaii, Inc. ("A/J Hawaii").
On March 3, 1998, A/J Hawaii was merged (the "Merger") with and into the
Company pursuant to an Agreement and Plan of Merger dated February 27, 1998
(the "Merger Agreement") by and between A/J Hawaii and the Company (which
was then named Amfac/JMB Mergerco, L.L.C.). The Merger was consummated to
change the Company's form of entity from a corporation to a limited
liability company. The Company was a nominally capitalized limited
liability company which was formed on December 24, 1997, solely for the
purpose of effecting the Merger. The Company succeeded to all the assets
and liabilities of A/J Hawaii in accordance with the Hawaii Business
Corporation Act and the Hawaii Uniform Limited Liability Company Act. In
addition, A/J Hawaii, the Company, The First National Bank of Chicago (the
"Trustee") and various guarantors entered into a Second Supplemental
Indenture dated as of March 1, 1998, pursuant to which the Company
expressly assumed all obligations of A/J Hawaii under the Indenture dated
as of March 14, 1989, as amended (the "Indenture") by and among A/J Hawaii,
the Trustee and the guarantors named therein and the holders of
Certificates of Land Appreciation Notes due 2008 Class A (the "Class A
COLAs") and the Certificates of Land Appreciation Notes Class B (the "Class
B COLAs" and, collectively, with the Class A COLAs the "COLAs"). The Merger
did not require the consent of the holders of the COLAs under the terms of
the Indenture. The Company has succeeded to A/J Hawaii's reporting
obligations under the Securities Exchange Act of 1934, as amended. Unless
otherwise indicated, references to the Company prior to March 3, 1998 shall
mean A/J Hawaii and A/J Hawaii's subsidiaries.
The Company will continue until at least December 31, 2027, unless
earlier dissolved. The Company's sole member (Northbrook) is not obligated
for any debt, obligation or liability of the Company.
The Company has three primary business segments. The agriculture
segment ("Agriculture") is responsible for the Company's activities related
to the cultivation and processing of sugar cane and other agricultural
products. The real estate segment ("Property") is responsible for
development and sales activities related to the Company's owned land, all
of which is in the State of Hawaii. The golf segment ("Golf") is
responsible for the management and operation of the Company's golf course
facilities.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
STATEMENT OF CASH FLOWS
The Company's policy is to consider all amounts held with original
maturities of three months or less in U.S. government obligations,
certificates of deposit and money market funds (approximately $9,000 and
$24,188 at December 31, 1999 and 1998, respectively) as cash equivalents
which approximates market. These amounts include $954 and $1,923 at
December 31, 1999 and 1998, respectively, which were restricted primarily
to fund debt service on long-term debt related to the acquisition of power
generation equipment.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 ("SFAS No. 107"),
"Disclosures about Fair Value of Financial Instruments", requires entities
to disclose the SFAS No. 107 value of certain on-and off-balance sheet
financial instruments for which it is practicable to estimate. Value is
defined in SFAS No. 107 as the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale. The Company believes the carrying amounts of
its financial instruments classified as current assets and liabilities in
its balance sheet approximate SFAS No. 107 value due to the relatively
short maturity of these instruments. Except for the loan secured by the
Kaanapali Golf Courses, the Company believes the carrying value of its
long-term debt (notes 4 and 6) approximates fair value. The debt secured
by the Kaanapali Golf Courses has been declared in default by the lender as
of January 1, 1999 and 2000 (see note 6), and as a consequence, the Company
considers the disclosure of the SFAS 107 value of such debt to be
impracticable. SFAS No. 107 states that quoted market prices are the best
evidence of the SFAS No. 107 value of financial instruments, even for
instruments traded only in thin markets. On March 15, 1999, pursuant to the
indenture that governs the terms of the COLAs (the "Indenture"), the
Company elected to exercise its right to redeem, and therefore was
obligated to purchase, any and all Class B COLAs submitted pursuant to the
Class B COLA Redemption Offer at a price of $.410 per Class B COLA (see
note 5). The Class B COLA Redemption Offer expired on June 1, 1999. Since
such expiration, the secondary market for COLAs has been extremely limited.
Since June 1, 1999, a limited number of COLA units have been sold in
transactions arranged by brokers for amounts ranging from approximately
$.310 to $.350 per Class B COLA and from approximately $.393 to $.505 per
combined Class A and Class B COLA. Based on the range of transactions since
June 1, 1999 and the number of COLAs outstanding (with a per unit carrying
value of $1.0 and a total carrying value of $139,413 at December 31, 1999
in the accompanying consolidated financial statements), the implied SFAS
No. 107 value of the COLAs would range from approximately $79,000 to
$133,000. However, due to restrictions on prepayment and redemption as
specified in the COLA Indenture, as well as the methodology used to
determine such value, the Company does not believe that it would be able to
refinance or repurchase all of its outstanding COLA units as of
December 31, 1999 at this value. Reference is made to note 5 for results of
the Class B COLA Redemption.
INVENTORY CAPITALIZATION AND RECOGNITION OF REVENUE FROM THE SALE OF SUGAR
The Company capitalizes all of the expenditures incurred in bringing
crops to their existing condition and location. Such capitalized
expenditures include those costs related to the planting, cultivation and
growing of sugar cane grown on the agricultural properties of the Company.
Inventory reflected in the accompanying consolidated balance sheets at
December 31, 1999 and 1998, which includes $6,308 and $11,268 respectively,
related to agricultural operations, is not in excess of its estimated net
realizable value. Reductions in the estimated net realizable value of
unsold sugar are recognized when anticipated. In determining the net
realizable value of unsold sugar, the price the Company uses is based upon
the domestic price of sugar. The Company recognizes revenue and related
cost of sales upon delivery of its raw sugar to the California and Hawaii
Sugar Company ("C&H").
The price of raw sugar that the Company receives is based upon the
price of domestic sugar (less delivery and administrative costs) as
currently controlled by U.S. Government price support legislation. On
April 4, 1996, President Clinton signed the Federal Agriculture Improvement
and Reform Act of 1996 ("the Act"). The Act, which expires in 2002, sets a
target price range for raw sugar. The target raw sugar price established by
the government, is supported primarily by the setting of quotas to restrict
the importation of raw sugar to the U.S. There can be no assurance that, in
the future, the government price support will not be reduced or eliminated
entirely. Such a reduction or an elimination of price supports could have a
material adverse affect on the Company's agriculture operations, and
possibly could cause the Company to evaluate the cessation of its remaining
sugar cane operations.
As part of the Company's agriculture operations, the Company enters
into commodities futures contracts and options in sugar as deemed
appropriate to reduce the risk of future price fluctuations in sugar. The
sugar futures contracts obligate the Company to make or receive a payment
equal to the net change in value of the contracts at its maturity. The
sugar option contracts permit, but do not require, the Company to purchase
specified numbers of futures contracts at specified prices until the
expiration dates of the contracts. The sugar futures and options contracts
are designated as hedges of the Company's firm sales commitments, are
short-term in nature to correspond to the commitment period, and are
effective in hedging the Company's exposure to changes in sugar prices
during that cycle.
These contracts are marked to market with unrealized gains and losses
deferred and recognized in earnings when realized as an adjustment to cost
of sales as part of the production cost (the deferral accounting method).
The related amounts due to or from the exchange are included in inventory.
Unrealized changes in fair value of contracts no longer effective as hedges
are recognized in income from the date the contracts become ineffective
until their expiration.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities, the application of which was
subsequently deferred by Statement No. 137. The Company expects to adopt
the Statement effective January 1, 2001. The Statement will require the
Company to recognize all derivatives on the balance sheet at fair value.
The Company does not anticipate that the adoption of this Statement will
have a significant effect on results of operations or financial position.
INVESTMENTS
Investments in certain partnerships and joint ventures, if any, over
which the Company exercises significant influence are accounted for by the
equity method. To the extent the Company engages in such activities as
general partner, the Company is contingently liable for the obligations of
its partnership and joint venture investments.
LAND DEVELOPMENT
Project costs associated with the acquisition, development and
construction of real estate projects are capitalized and classified as
construction in progress. Such capitalized costs are not in excess of the
project's estimated fair value as reviewed periodically or as considered
necessary. In addition, interest is capitalized to qualifying assets during
the period that such assets are undergoing activities necessary to prepare
them for their intended use. Such capitalized interest is charged to cost
of sales as revenue from the real estate development is recognized.
Interest costs of approximately $1,010, $766 and $1,272 have been
capitalized for the years ended 1999, 1998 and 1997, respectively.
Land actively held for sale and any related development costs
transferred from construction in progress are reported as inventories in
the accompanying consolidated balance sheets and are stated at the lower of
cost or fair value less costs to sell.
LONG-LIVED ASSETS
In March 1995, the Financial Accounting Standard Board issued
Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"),
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded
on long-lived assets used in operation when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also
addresses the accounting for long-lived assets that are expected to be
disposed of. Land held for sale of approximately $25,022 and $18,092 is
included in inventory in the accompanying consolidated balance sheet at
December 31, 1999 and 1998 and is carried at the lower of cost or fair
value less cost to sell.
During the fourth quarter of 1999, the Company reduced the carrying
value of five land parcels which it expects to dispose of within the next
year and recorded an $11,360 loss to reflect the estimated market value of
those parcels.
In accordance with the provisions of the COLA Indenture, appraisals
were performed for certain assets of the Company as of December 31, 1998,
which reflected a decline in value for certain properties. Certain of the
assets appraised as of December 31, 1998 are properties that are either
being actively marketed by the Company or properties for which the Company
intends to sell in the near future. Four of the land parcels expected to
be disposed of by the Company within the next two years, having a cost
basis of approximately $20,193, were estimated by the Company to have a
total fair market value (less costs to sell) of approximately $13,188 as of
December 31, 1998. Accordingly, the Company recorded a $7,005 loss in the
fourth quarter of 1998 related to these properties. Additionally, the
Company reduced its carrying value of one of its land parcels in the fourth
quarter of 1998 by $9,800 to properly reflect the estimated market value of
this land parcel.
The Company reduced its carrying value of one of its land parcels in
the fourth quarter of 1997 by $2.3 million to properly reflect the
estimated market value of this land parcel.
EFFECTIVE INTEREST
For financial reporting purposes, the Company uses the effective
interest rate method and accrued interest on the COLAs at 4% per annum
("Mandatory Base Interest") for the years ended December 31, 1999, 1998 and
1997.
INTEREST RATE SWAPS AND CAPS
Net interest received (paid) on contracts that qualify as hedges is
recognized over the life of the contract as an adjustment to interest
income (expense) of the hedged financial instrument.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is
based on the straight-line method over the estimated economic lives of
20-40 years for land improvements and 3-18 years for machinery and
equipment, or the lease term, whichever is less. Maintenance and repairs
are charged to operations as incurred. Renewals and significant betterments
and improvements are capitalized and depreciated over their estimated
useful lives.
DEFERRED EXPENSES
Deferred expenses consist primarily of financing costs related to the
COLAs. Such costs are being amortized over the term of the COLAs on a
straight-line basis.
RECOGNITION OF PROFIT FROM REAL PROPERTY SALES
For real property sales, profit is recognized in full when the
collectibility of the sales price is reasonably assured and the earnings
process is virtually complete. When the sale does not meet the requirements
for full profit recognition, a portion of the profit is deferred until such
requirements are met.
INCOME TAXES
The Company and its subsidiaries report their taxes as part of the
consolidated tax return of the Company's parent, Northbrook. The Company
and its subsidiaries have entered into a tax indemnification agreement
with Northbrook in which Northbrook indemnifies the Company and its
subsidiaries for responsibility for all past, present and future federal
and state income tax liabilities (other than income taxes which are
directly attributable to cancellation of indebtedness income caused by the
repurchase or redemption of securities as provided for in or contemplated
by the Repurchase Agreement).
Current and deferred taxes have been allocated to the Company as if
the Company were a separate taxpayer in accordance with the provisions of
SFAS No. 109-Accounting for Income Taxes. However, to the extent the tax
indemnification agreement does not require the Company to actually pay
income taxes, current taxes payable or receivable have been reflected as
deemed contributions to additional paid-in capital or distributions to
retained earnings (deficit)/member's equity (deficit) in the accompanying
consolidated financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
RECLASSIFICATIONS
Certain amounts in the December 31, 1997 and 1998 financial statements
have been reclassified to conform to the December 31, 1999 presentation.
Such reclassifications have not effected net loss or the deficiency in
member's deficit.
(2) ASSETS AND LIABILITIES INFORMATION
1999 1998
-------- --------
Receivables - net:
Trade accounts and notes
(net of allowance) . . . . . . . . . . . . $ 864 1,458
Sugar and molasses . . . . . . . . . . . . . 390 2,780
Other. . . . . . . . . . . . . . . . . . . . 1,651 9,010
-------- --------
$ 2,905 13,248
======== ========
Accrued expenses:
Payroll and benefits . . . . . . . . . . . . $ 1,162 2,118
Interest . . . . . . . . . . . . . . . . . . 1,905 2,892
Other. . . . . . . . . . . . . . . . . . . . 6,333 1,687
-------- --------
$ 9,400 6,697
======== ========
(3) INVESTMENTS
The Company's investments at December 31, 1999 and 1998 consist of the
following:
Ownership Carrying
Percentage Value
----------------- -----------------
Description 1999 1998 1999 1998
- ----------- -------- -------- ------- ------
Sugar Cooperatives . . . . . . . 26% 26% $ 40 40
======= ======
The Company's sugar plantation subsidiaries sell their raw sugar
production to the Hawaiian Sugar and Transportation Company ("HSTC"), which
is an agricultural cooperative owned by the major Hawaii producers of raw
sugar (including the Company), under a marketing agreement. HSTC sells the
raw sugar production to C&H pursuant to a long-term supply contract. The
terms of the supply contract do not require a specified level of production
by the Hawaii producers; however, HSTC is obligated to sell and C&H is
obligated to purchase any raw sugar produced. The Company holds a 26%
equity interest in HSTC. HSTC returns to its raw sugar suppliers proceeds
based upon the domestic sugar price less delivery and administrative
charges. The Company recognizes revenues and related cost of sales upon
delivery of its raw sugar to C&H.
The following is the condensed, combined financial statement
information (unaudited) of HSTC:
1999 1998
------- -------
HSTC HSTC
------- -------
Current assets . . . . . . . . . . . . . . . . . $31,328 16,154
Noncurrent assets. . . . . . . . . . . . . . . . -- 5
Current liabilities. . . . . . . . . . . . . . . (31,219) (16,050)
Noncurrent liabilities . . . . . . . . . . . . . -- --
------- -------
Equity . . . . . . . . . . . . . . . . . . . . . $ 109 109
======= =======
1999 1998
------- -------
Revenue . . . . . . . . . . . . . . . . . . $131,937 147,141
Cost and expenses . . . . . . . . . . . . . 12,979 13,640
-------- -------
Net income. . . . . . . . . . . . . . . . . $118,958 133,501
======== =======
(4) AMOUNTS DUE AFFILIATES - SENIOR DEBT FINANCING
The approximately $15,097 of remaining acquisition-related financing
owed to affiliates had a maturity date of June 1, 1998 and bore interest at
a rate per annum based upon the prime interest rate (8.50% at December 31,
1999), plus one percent. In addition to the $52,000 borrowed from
Northbrook in 1995 to redeem Class A COLAs pursuant to the Class A
Redemption Offer (see Note 5), the Company had also borrowed approximately
$18,746 and $9,814 during 1996 and 1995, respectively, to fund COLA
Mandatory Base Interest payments, Royal Kaanapali Golf Course debt interest
payments and other operational needs. These loans from Northbrook were
payable interest only until maturity, had a maturity date of June 1, 1998
and carried an interest rate per annum equal to the prime interest rate
plus two percent. Pursuant to the Indenture relating to the COLAs, the
amounts borrowed from Northbrook are "Senior Indebtedness" to the COLAs.
In February 1997, the above-noted affiliate loans, along with certain
other amounts due Northbrook, were converted into a new $104,759 ten year
note payable. In 1998, the $104,759 note was cancelled and bifurcated into
two nine-year notes: (i) a $99,595 note payable to Fred Harvey Transporta-
tion Company, an affiliate of Northbrook, and (ii) a $15,000 note (with an
initial balance of $7,920) payable to Northbrook. The bifurcated notes
were payable interest only until maturity, have a maturity date of February
17, 2007 and accrue interest at the prime rate plus 2%. The Company
borrowed an additional $16,628 during 1997 and $24,828 during 1998 to fund
COLA Mandatory Base Interest payments and other operational needs from a
subsidiary of Northbrook under a separate note which was payable interest
only until maturity, had a maturity date of February 17, 2007 and accrued
interest at the prime rate plus 2%.
As of December 31, 1998, the Company agreed to exercise its option to
redeem Class B COLAs that are "put" to AJF for repurchase in partial
consideration for (a) the agreements by the Company's affiliates, Fred
Harvey Transportation Company ("Fred Harvey") and AF Investors, to defer
until December 31, 2001 all interest accruing from January 1, 1998 through
December 31, 2001 and relating to the approximately $99,595 of Senior
Indebtedness of the Company then owing to Fred Harvey and the approximately
$47,693 of Senior Indebtedness of the Company then owing to AF Investors
(see below); and (b) Northbrook agreeing to cause approximately $55,148 of
the Company's indebtedness that was senior to the COLAs to be contributed
to the capital of the Company. In connection with the foregoing deferral
of interest and contribution of capital, the Company agreed to allow the
senior debt held by Northbrook and its affiliates to be secured by assets
of the Company. As a result of the contribution, in the Company's December
31, 1998 balance sheet, the "Amounts due to affiliates - senior debt
financing" were decreased, and the Company's "Member's equity (deficit)"
was increased, by approximately $55,148 The deferral of interest, together
with this contribution to capital, were made as part of the Company's
effort to alleviate significant liquidity constraints and continue to meet
the Value Maintenance Ratio requirement under the Indenture. At current
interest rates, and assuming no further advances of Senior Indebtedness,
approximately $65,676 of such deferred interest relating to all Senior
Indebtedness existing at December 31, 1999 will become due and payable on
December 31, 2001. At such time, there can be no assurance that the
Company will either (i) have unrestricted cash available for meeting such
obligation or (ii) have the ability to refinance such $65,676 obligation.
Failure to meet such obligation, if called, would cause all Senior
Indebtedness owing to Fred Harvey or other Northbrook affiliates to be
immediately due and payable. A default on Senior Indebtedness of such
magnitude could constitute an event of default under the Indenture.
On June 1, 1999, the Company borrowed approximately $21,318 from AF
Investors, LLC ("AF Investors"), an affiliate of the Company, to redeem a
portion of the Class B COLAs pursuant to the Class B COLA Redemption Offer
(see Note 5). Pursuant to the terms of the Indenture, such amount borrowed
from AF Investors is Senior Indebtedness that matures on December 31, 2008
and bears interest at a rate per annum of prime (8.50% at December 31,
1999) plus 1% (note deferral of interest discussions above). Additional
interest may be payable on such Senior Indebtedness upon its maturity based
upon fair market value, if any, of the Company's equity at that time.
Additionally, AF Investors submitted Class B COLAs pursuant to the Class B
Redemption Offer and agreed to take back senior debt in the amount of
$26,375 from the Company in lieu of cash. Such Senior Indebtedness matures
on December 31, 2008 and bears interest at a rate per annum equal to prime
plus 1% (note deferral of interest discussion above). Additional interest
may be payable on such senior debt upon its maturity based upon its fair
market value, if any, of the Company's equity at that time.
The total amount due Northbrook and its subsidiaries for Senior Debt
financing discussed above as of December 31, 1999 was $172,133, which
includes deferred interest to affiliates on senior debt of approximately
$24,845 (all of which has been deferred until December 31, 2001, as
described above). In connection with such Senior Debt Financing, the
Company incurred interest expense of approximately $14,114, $15,355 and
$12,083 for the years ended December 31, 1999, 1998 and 1997, respectively.
Under the terms of the Indenture, the amounts borrowed from Northbrook or
its affiliates are "Senior Indebtedness" to the COLAs.
In October of 1999, AF Investors paid approximately $808 to assume the
lender's position in the loan to the Lihue Plantation Company, Limited
("Lihue") which was originally used to fund the acquisition of the Lihue's
power generation equipment (see Note 6). The loan had an outstanding
balance of $808 on the date of the loan transfer and bears interest at the
rate equal to prime rate (8.50% at December 31, 1999) plus three and one
half percent. The loan is secured by the Lihue power generation equipment,
sugar inventories and receivables, certain other assets and real property
of the Company, has limited recourse to the Company and certain other
subsidiaries and is "Senior Indebtedness" as defined in the Indenture
relating to the COLAs. The outstanding balance as of December 31, 1999 of
$808 and related accrued interest of $24 is included in current
liabilities.
(5) CERTIFICATE OF LAND APPRECIATION NOTES
The COLAs are unsecured debt obligations of the Company. Interest on
the COLAs is payable semi-annually on February 28 and August 31 of each
year. The COLAs mature on December 31, 2008, and bear interest after the
Final Issuance Date (August 31, 1989) at a rate of 10% per annum ("Base
Interest") of the outstanding principal balance of the COLAs on a
cumulative, non-compounded basis, of which 6% per annum is contingent
("Contingent Base Interest") and due and payable only to the extent of Net
Cash Flow (Net Cash Flow for any period is generally an amount equal to 90%
of the Company's net cash revenues, proceeds and receipts after payment of
cash expenditures, including the Qualified Allowance (as defined in Note 6)
other than federal and state income taxes and after the establishment by
the Company of reserves) or Maturity Market Value (as defined below). The
Company has not generated a sufficient level of Net Cash Flow to incur or
pay Contingent Base Interest on the COLAs from 1990 through 1999.
Approximately $83,493 of cumulative deferred Contingent Base Interest (i.e.
not due and payable in the absence of events which have not occurred)
related to the period from August 31, 1989 (Final Issuance Date) through
December 31, 1999 has not been accrued in the accompanying consolidated
financial statements as the Company believes that it is not probable at
this time that a sufficient level of Net Cash Flow will be generated in the
future or that there will be sufficient Maturity Market Value as of
December 31, 2008 (the COLA maturity date) to pay such unaccrued and
deferred Contingent Base Interest. The following table is a summary of
Mandatory Base Interest and Contingent Base Interest for the years ended
December 31, 1999, 1998 and 1997:
1999 1998 1997
-------- ------- -------
Mandatory Base Interest paid . . . . . . . $ 7,202 8,828 8,828
Contingent Base Interest due and paid. . . $ -- -- --
Cumulative deferred Contingent Base
Interest . . . . . . . . . . . . . . . . $ 83,493 120,652 107,411
Net Cash Flow was $0 for 1999, 1998 and 1997.
Cumulative deferred Contingent Base Interest as discussed above is
calculated based upon the face amount of Class A and Class B COLAs
outstanding. The face amount of COLAs outstanding decreased to
approximately $139,413 at December 31, 1999 from approximately $220,692 at
December 31, 1998 resulting from the retirement of approximately $81,279
face of COLAs pursuant to the Class B COLA Redemption Offer discussed
below, and accordingly, the Cumulative deferred Contingent Base Interest
decreased from $120,652 at December 31, 1998 to $83,493 at December 31,
1999.
In each calendar year, principal reductions may be made from remaining
Net Cash Flow, if any, in excess of all current and unpaid deferred
Contingent Base Interest and will be made at the election of the Company
(subject to certain restrictions). The COLAs will bear additional
contingent interest in any year, after any principal reduction, equal to
55% of remaining Net Cash Flow. Upon maturity, holders of COLAs will be
entitled to receive the remaining outstanding principal balance of the
COLAs plus Unpaid Mandatory Base Interest plus additional interest equal to
certain levels of the unpaid Contingent Base Interest, to the extent of the
Maturity Market Value (Maturity Market Value generally means 90% of the
excess of the Fair Market Value (as defined in the Indenture) of the
Company's assets at maturity over its liabilities (including Qualified
Allowance, but only to the extent earned and payable from Net Cash Flow
generated through maturity) at maturity, which liabilities have been
incurred in connection with its operations), plus 55% of the remaining
Maturity Market Value.
On March 14, 1989, AJF, a wholly-owned subsidiary of Northbrook, and
the Company entered into an agreement (the "Repurchase Agreement")
concerning AJF's obligations to repurchase, on June 1, 1995 and 1999, the
COLAs upon request of the holders thereof. The COLAs were issued in two
units consisting of one Class A and one Class B COLA. As specified in the
Repurchase Agreement, the holders of Class A COLAs were entitled to request
AJF to repurchase their Class A COLAs on June 1, 1995 at a price equal to
the original principal amount of such COLAs ($.5) minus all payments of
principal and interest allocated to such COLAs. The cumulative interest
paid per Class A COLA through June 1, 1995 was $.135. Also pursuant to the
Repurchase Agreement, the holders of Class B COLAs were entitled to request
AJF to repurchase their Class B COLAs on June 1, 1999 at a price equal to
125% of the original principal amount of such COLAs ($.5) minus all
payments of principal and interest allocated to such Class B COLAs. As of
December 31, 1999, the cumulative interest paid per Class A and Class B
COLA was approximately $.225 and $.225, respectively.
On March 14, 1989, Northbrook entered into a Keep-Well Agreement with
AJF, whereby it agreed to contribute sufficient capital or make loans to
AJF to enable AJF to meet its COLA repurchase obligations described above.
As of December 31, 1998, pursuant to the Indenture, the Company elected to
exercise its right to redeem (the "Class B COLA Redemption Offer") all
Class B COLAs tendered by the registered holders pursuant to the Repurchase
Agreement, thereby eliminating AJF's Class B COLA repurchase obligations
with respect to such holders as of June 1, 1999. Pursuant to the Class B
Redemption Offer mailed on March 15, 1999 to COLA holders, and in
accordance with the terms of the Indenture, the Company was therefore
obligated to purchase any and all Class B COLAs submitted pursuant to the
Class B Redemption Offer at a price of $.410 per Class B COLA.
The Class B COLA Redemption Offer terminated on April 15, 1999 in
accordance with its terms and with the Indenture. Approximately 162,559
Class B COLAs were submitted for repurchase pursuant to the Class B COLA
Redemption Offer including approximately 98,229 Class B COLAs which were
submitted for repurchase by persons unaffiliated with the Company and
required an aggregate cash payment by the Company of approximately $40,274
on June 1, 1999. On June 1, 1999, the Company borrowed approximately
$21,318 from AF Investors to redeem a portion of the Class B COLAs pursuant
to the Class B COLA Redemption Offer. Under the terms of the Indenture,
such amount borrowed from AF Investors is Senior Indebtedness that matures
on December 31, 2008 and bears interest at a rate per annum of prime (8.50%
at December 31, 1999) plus 1% (see deferral of interest discussion above).
Additional interest may be payable on such Senior Debt upon its maturity
based upon fair market value, if any, of the Company's equity at that time.
AF Investors, an affiliate of the Company, submitted approximately 64,330
of its 89,325 Class B COLAs for repurchase pursuant to the Class B
Redemption Offer and AF Investors agreed to take back Senior Debt of the
Company in lieu of cash. Such Senior Debt matures on December 31, 2008 and
bears interest at a rate per annum equal to the prime rate (8.50% at
December 31, 1999) plus 1% (see deferral of interest discussion above).
Additional interest may be payable on such Senior Debt upon its maturity
based upon the fair market value, if any, of the Company's equity at that
time. AF Investors' Class B COLAs were contributed by Amfac Finance
Limited Partnership ("Amfac Finance"), an Illinois Limited partnership and
an affiliate of the Company, to AF Investors in December 1998.
As a result of the Class B COLA repurchases on June 1, 1999, the
Company retired approximately $81,279 face value of Class B COLA debt and
correspondingly recognized a financial statement gain of approximately
$14,630 of which $8,841 is attributable to the retirement of COLA debt held
by persons unaffiliated with the Company. Such financial statement gain
was reduced by applicable income taxes of approximately $7,203, the write-
off of an applicable portion of deferred financing costs and other expenses
of approximately $3,786 and increased by the reversal of the previously
accrued deferred contingent base interest of approximately $7,624 resulting
in a financial statement extraordinary gain of approximately $11,265. The
tax payable on the gain (approximately $2,009) related to the Class B COLAs
which were submitted for repurchase by persons unaffiliated with the
Company pursuant to the Class B COLA Redemption Offer is not indemnified
pursuant to the tax agreement with Northbrook (see Note 1).
On March 15, 1995, under the terms of the Indenture, the Company
elected to offer to redeem (the "Class A COLA Redemption Offer") all
Class A COLAs submitted by from the registered Class A COLA holders,
thereby eliminating AJF's obligation to satisfy the Class A COLA repurchase
options requested by such holders as of June 1, 1995. Pursuant to the Class
A COLA Redemption Offer, and in accordance with the terms of the Indenture,
the Company was therefore obligated to purchase any and all Class A COLAs
submitted pursuant to the Class A COLA Redemption Offer at a price of $.365
per Class A COLA. In conjunction with the Company's Class A COLA Redemption
Offer, the Company made a tender offer (the "Tender Offer") to purchase up
to approximately $68,000 principal value of the Class B COLAs at a price of
$.220 per Class B COLA from COLA holders electing to have their Class A
COLAs repurchased. Approximately 229,000 Class A COLAs were submitted for
repurchase pursuant to the Class A COLA Redemption Offer and approximately
99,000 Class B COLAs were submitted for repurchase pursuant to the Tender
Offer, requiring an aggregate payment by the Company of approximately
$105,450 on June 1, 1995. The Company used its available cash to purchase
Class B COLAs pursuant to the Tender Offer and borrowed $52,000 from
Northbrook to purchase Class A COLAs pursuant to the Redemption Offer. As
of December 31, 1999, the Company had approximately 155,271 Class A COLAs
and approximately 123,554 Class B COLAs outstanding, with a principal
balance of approximately $77,635 and $61,778, respectively.
As a result of the Class A COLA repurchases on June 1, 1995, the
Company retired approximately $164,045 in face value of COLA debt and
recognized a financial statement extraordinary gain of approximately
$32,544 (net of income taxes of $20,807, the write-off of deferred
financing costs of $10,015, the write-off of accrued Contingent Base
Interest of $5,667 and expenses of $894). Such gain was treated as
cancellation of indebtedness income for tax purposes and, accordingly, the
income taxes related to the Class A COLA Redemption Offer (approximately
$9,106) were not indemnified by the tax agreement with Northbrook (see
Note 1).
On January 30, 1998, Amfac Finance extended a Tender Offer to Purchase
(the "Class B Tender Offer") up to approximately $65,421 principal amount
of separately certificated Class B COLAs ("Separate Class B COLAs") for
cash at a unit price of $.375 to be paid by Amfac Finance on each Separate
Class B COLA on or about March 24, 1998. The maximum cash to be paid under
the Class B Tender Offer was approximately $49,066 (130,842 Separate
Class B COLAs at a unit price of $.375 for each separate Class B COLA).
Approximately 62,857 Separate Class B COLAs were submitted to Amfac Finance
for repurchase pursuant to the Tender Offer, requiring an aggregate payment
by Amfac Finance of approximately $23,571 on March 31, 1998. In addition,
on October 23, 1998, Amfac Finance extended a Tender Offer to purchase (the
"Class A/B Tender Offer") up to approximately $22,500 principal amount of
jointly certificated Class A and B COLAs (together "COLA Units") for cash
at a unit price of $.460 to be paid by Amfac Finance on each COLA Unit on
or about December 23, 1998. The maximum cash to be paid under the Tender
Offer was approximately $12,236 (26,600 COLA Units at a unit price of $.460
for each COLA Unit). Approximately 26,468 COLA Units were submitted to
Amfac Finance for repurchase pursuant to the Tender Offer requiring an
aggregate payment by Amfac Finance of approximately $12,178 on December 23,
1998. Neither the Class B nor the Class A/B Tender Offer reduced the
outstanding indebtedness of the Company. In December 1998, Amfac Finance
contributed its Class A and Class B COLAs to AF Investors. The COLAs still
held by AF Investors remain outstanding pursuant to the terms of the
Indenture. Except as provided in the last sentence of this paragraph, AF
Investors is entitled to the same rights and benefits of any other holder
of COLAs, including having the right to have AJF repurchase on June 1,
1999, the separate Class B COLAs that it owned. As discussed above, AF
Investors submitted approximately 64,330 of its 89,325 Class B COLAs for
repurchase pursuant to the Class B Redemption offer. AF Investors agreed
to take back senior debt of the Company for the portion of Class B COLAs so
put in lieu of cash. Because AF Investors is an affiliate of the Company,
AF Investors will not be able to participate in determining whether the
holders of the required principal amount of debt under the Indenture have
concurred in any direction, waiver or consent under the terms of the
Indenture.
As a result of the Class B and Class A/B Tender Offers, the Company
recognized approximately $7,857 and $14,295, respectively, of taxable gain
in accordance with income tax regulations for certain transactions with
affiliates. Such gain is treated as cancellation of indebtedness income
for income tax purposes only and, accordingly, the income taxes related to
the Class B Tender Offer (approximately $3,064) and Class A/B Tender Offer
(approximately $5,575) were, or will be, indemnified by Northbrook through
the tax agreement between Northbrook and the Company (See Note 1).
The terms of the Indenture place certain restrictions on the Company's
declaration and payment of dividends. Such restrictions generally relate to
the source, timing and amounts which may be declared and/or paid. The COLAs
also impose certain restrictions on, among other things, the creation of
additional indebtedness for certain purposes, the Company's ability to
consolidate or merge with or into other entities, and the Company's
transactions with affiliates.
(6) LONG-TERM DEBT
In June 1991, the Company obtained a five-year $66,000 loan from the
Employees' Retirement System of the State of Hawaii ("ERS"). The
nonrecourse loan is secured by a first mortgage on the Kaanapali Golf
Courses, and is "Senior Indebtedness" (as defined in the Indenture). The
loan bore interest at a rate per annum equal to the greater of (i) the base
interest rate announced by the Bank of Hawaii on the first of July for each
year or (ii) ten percent per annum through September 30, 1993 and nine
percent per annum thereafter.
In April 1996, the Company reached an agreement with the ERS to amend
the loan, extending the maturity date for five years. In exchange for the
loan extension, the ERS received the right to participate in the "Net
Disposition Proceeds" (as defined) related to the sale or the refinancing
of the golf courses or at the maturity of the loan. The ERS share of the
Net Disposition Proceeds increases from 30% through June 30, 1997, to 40%
for the period from July 1, 1997 to June 30, 1999 and to 50% thereafter.
The loan amendment effectively adjusted the interest rate as of January 1,
1995 to 9.5% until June 30, 1996. After June 30, 1996, the loan bears
interest at a rate per annum equal to 8.73%. The loan amendment requires
the Company to pay interest at the rate of 7% for the period from
January 1, 1995 to June 30, 1996, 7.5% from July 1, 1996 to June 30, 1997,
7.75% from July 1, 1997 to June 30, 1998 and 8.5% thereafter ("Minimum
Interest"). The Minimum Interest for the year ended December 31, 1999 and
1998 was $5,610 and $5,365, respectively. The accrued Minimum Interest was
$1,414 as of December 31, 1999 and 1998. The Company had paid the Minimum
Interest to the ERS on October 29, 1999 for the payments due on January 1,
April 1, and July 1, 1999, as discussed below. The scheduled minimum
payments are normally paid quarterly on the principal balance of the
$66,000 loan. The difference between the accrued interest expense and the
Minimum Interest payment due accrues interest and is payable on an annual
basis from excess cash flow, if any, generated from the Kaanapali Golf
Courses. The annual minimum interest payments have been in excess of the
cash flow generated by the Kaanapali Golf Courses. The total accrued
interest payable from excess cash flow was approximately $5,590 as of
December 31, 1999. Although the outstanding loan balance remains
nonrecourse, certain payments and obligations, such as the Minimum Interest
payments and the ERS's share of appreciation, if any, are recourse to the
Company. However, the Company's obligations to make future Minimum Interest
payments and to pay the ERS a share of appreciation would be terminated if
the Company tendered an executed deed to the golf course property to the
ERS in accordance with the terms of the loan amendment. Due to
insufficient cash flow generated by the golf courses and intransigence by
the ERS related to certain easements needed by the Company's development
operations, the Company chose not to pay to the ERS the quarterly Minimum
Interest payments beginning January 1, 1999, totaling approximately $5,610
through October 29, 1999. As expected, the Company received a default
notice from the ERS. On October 29, 1999, after receipt of consent to
certain easements, the Company paid the ERS the minimum interest payments
due beginning with the January 1, 1999 through October 1, 1999 payments
aggregating approximately $5,743 (including other miscellaneous costs).
Due to insufficient cash flow generated by the Kaanapali golf courses and
because of continued refusal by the ERS to grant required easements, the
Company did not pay to the ERS the Minimum Interest payment due on
January 3, 2000. As expected, the Company received a default notice from
the ERS and is currently pursuing renegotiation of the loan terms as well
as attempting to obtain the other easements which the Company believes the
ERS is obligated to provide.
In January 1993, Lihue obtained a ten-year $13,250 loan used to fund
the acquisition of Lihue's power generation equipment. The $13,250 loan,
constituting "Senior Indebtedness" under the COLAs' Indenture, consists of
two ten-year amortizing term loans of $10,000 and $3,250, respectively,
payable in forty consecutive installments commencing July 1, 1993 in the
principal amount of $250 and $81, respectively (plus interest). The
remaining balance of the $3,250 loan was fully repaid in January 1997. The
$10,000 loan had an outstanding balance of $808 as of October 1999 when AF
Investors paid the $808 to the original lender and assumed the lender's
position in the loan. The loan has an outstanding balance of $808 as of
December 31, 1999 and bears interest at a rate equal to the prime rate
(8.5% at December 31, 1999) plus three and one half percent. Lihue had
purchased an interest rate agreement which protects against fluctuations in
interest rates and effectively caps the prime rate at eight percent for the
first seven years of the loan agreement. The loan was secured by the Lihue
power generation equipment, sugar inventories and receivables, certain
other assets and real property of the Company, had limited recourse to the
Company and certain other subsidiaries and was "Senior Indebtedness" as
defined in the Indenture relating to the COLAs.
In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned
subsidiary of the Company that owns and operates the Waikele Golf Course,
obtained a five-year $20,000 loan facility from two lenders. The loan
consisted of two $10,000 amortizing loans. Each loan bore interest only for
the first two years and interest and principal payments based upon an
assumed 20-year amortization period for the remaining three years. The
loans bore interest at prime plus 1/2% and LIBOR (6.0% at December 31,
1999) plus 3%, respectively. In February 1997, WGCI entered into an amended
and restated loan agreement with the Bank of Hawaii, whereby the
outstanding principal amount of the loan has been increased to $25,000, the
maturity date has been extended to February 2007, the interest rate has
been changed to LIBOR plus 2% until the fifth anniversary and LIBOR plus
2.25% thereafter and principal is to be repaid based on a 30-year
amortization schedule. The loan is secured by WGCI's assets (the golf
course and related improvements and equipment), is guaranteed by the
Company, and is "Senior Indebtedness" (as defined in the Indenture). As of
December 31, 1999, the outstanding balance was $24,282, with scheduled
annual principal maturities of $265 in 2000 through 2006 and the balance of
$22,427 in 2007.
In December 1996, Amfac Property Development Corp. ("APDC"), a wholly-
owned subsidiary of the Company, obtained a $10,000 loan facility from City
Bank. The loan is secured by a mortgage on property under development at
the mill-site of Oahu Sugar (the sugar plantation was closed in 1995), and
is "Senior Indebtedness" (as defined in the Indenture). The loan bears
interest at the bank's base rate (8.50% at December 31, 1999) plus .5% and
originally was scheduled to mature on December 1, 1998. In November 1998,
APDC sold certain mill-site property which served as collateral for the
$10,000 City Bank loan for an approximate sales price of $7,690 in cash
plus 2% of the gross sales price of subsequent parcel sales of all or any
portion of the property by the purchaser. The bank required $6,000 of the
sales proceeds as a principal reduction on the loan in order to release the
collateral. APDC received a one-year extension on the $4,000 remaining
balance of the loan which is secured by another parcel at the mill-site.
The extended loan bears interest at the bank's base rate plus 1.25% and was
scheduled to mature on December 1, 1999. APDC has reached an agreement
with the bank for an additional one year extension on $3 million of the $4
million loan. APDC made a $1 million loan payment on December 2, 1999.
The new extended loan bears interest at the bank's base rate plus 1.25% and
matures on December 1, 2000.
In September 1998, the Company purchased Tobishima Pacific, Inc.'s
("TPI") 50% ownership interest in the 96-acre beachfront parcel (commonly
referred to as Kaanapali North Beach) for $12,000. The Company paid $2,400
in cash and signed a note for $9,600. The note is secured by a mortgage on
the property in favor of TPI and is "Senior Indebtedness" (as defined in
the Indenture). The note is payable in five annual installments in the
principal amount of $1,920 beginning in September 1999. The note bears
interest of 8.5% and is payable quarterly. In January 1999, the Company
paid TPI approximately $2,220 on its note to release Lot #1 for the
Kaanapali Ocean Resort and the new 10-acre public recreation area at North
Beach and an additional $1,920 in September 1999 as required under the
terms of the note. Therefore, the outstanding balance as of December 31,
1999 is approximately $5,460.
(7) RENTAL ARRANGEMENTS
As Lessee
The Company rents, as lessee, various land, facilities and equipment
under operating leases. Most land leases provide for renewal options and
minimum rentals plus contingent payments based on revenues or profits.
Included in rent expense are minimum rentals and contingent payments for
operating leases in the following amounts:
1999 1998 1997
------- ------- -------
Minimum and fixed rents. . . . . . . . $ 1,779 2,236 2,280
Contingent payments. . . . . . . . . . 1,323 1,219 1,340
Property taxes, insurance
and other charges. . . . . . . . . . 1,061 857 1,008
------- ------ ------
$ 4,163 4,312 4,628
======= ====== ======
Future minimum lease payments under noncancelable operating leases
aggregate approximately $7,802 and are due as follows: 2000, $1,714; 2001,
$1,577; 2002, $1,236; 2003, $1,104; 2004, $976 and thereafter $1,195.
There can be no assurance that any of the Company's leases will be renewed.
(8) EMPLOYEE BENEFIT PLANS
The Company participates in benefit plans covering substantially all
its employees, which provide benefits based primarily on length of service
and compensation levels. These plans are administered by Northbrook in
conjunction with other plans providing benefits to employees of Northbrook
and its affiliates.
Northbrook's policy is to fund pension costs in accordance with the
minimum funding requirements under provisions of the Employee Retirement
Income Security Act ("ERISA"). Under ERISA guidelines, amounts funded may
be more or less than the pension expense recognized for financial reporting
purposes. One of the Company's defined benefit plans, the Retirement Plan
for the Employees of Amfac, Inc. (the "Plan"), terminated effective
December 31, 1994. The settlement of the plan occurred in May 1995. The
Company replaced this plan with the "Core Retirement Award Program", a
defined contribution plan that commenced on January 1, 1995. In the new
plan, an Eligible Employee (as defined) is credited with an annual
contribution equal to 3% of the employee's qualified compensation. The new
plan's cost to the Company and the benefits provided to the participants
are comparable to the former plan.
Charges for pension and Core Retirement Award costs allocated to the
Company aggregated approximately $481, $545 and $545 for the years ended
December 31, 1999, 1998 and 1997, respectively.
In addition to providing pension benefits, the Company also provides
certain healthcare and life insurance benefits to eligible retired
employees of some of its businesses. Where such benefits are offered,
substantially all employees may become eligible for such benefits if they
reach a specified retirement age while employed by the Company and if they
meet a certain length of service criteria. The postretirement healthcare
plan is contributory and contains cost-sharing features such as deductibles
and copayments. However, these features, as they apply to bargaining unit
retirees, are subject to collective bargaining provisions of a labor
contract between the Company and the International Longshoremen's &
Warehousemen's Union. The postretirement life insurance plan is
non-contributory. The Company continues to fund benefit costs for both
plans on a pay-as-you-go basis.
For measuring the expected postretirement benefit obligation, an 11%
annual rate of increase in the per capita claims cost was assumed through
2002. This rate was assumed to decrease to 6% in 2002 and remain at that
level thereafter. The healthcare cost trend rate assumption has a
significant effect on the amount of the obligation and periodic cost
reported. An increase and (decrease) in the assumed healthcare trend rate
by 1% in 1999 would increase and (decrease) the medical plans' accumulated
postretirement benefit obligation as of December 31, 1999 by $851 and
($758), respectively, and the aggregate of the service and interest cost
components of net periodic postretirement benefit cost for the year then
ended by $98 and ($87), respectively.
Net periodic postretirement benefit cost (credit) for 1999, 1998 and
1997 includes the following components:
1999 1998 1997
Total Total Total
------- ------ ------
Service cost . . . . . . . . . . . . . $ 287 287 303
Interest cost. . . . . . . . . . . . . 1,744 1,817 1,867
Amortization of net (gain) loss. . . . (2,707) (2,907) (3,160)
Recognized curtailment (gain)
loss . . . . . . . . . . . . . . . . (871) -- --
------- ------ ------
Net periodic postretirement
benefit cost (credit) . . . . . . . . $(1,547) (803) (990)
======= ====== ======
The following table sets forth the plans' change in benefit obligation
and benefit cost as of December 31, 1999 and 1998 as follows:
December 31, December 31,
1999 1998
------------ ------------
Benefit obligation at beginning of year. $ 24,366 25,384
Service cost . . . . . . . . . . . . . . 287 286
Interest cost. . . . . . . . . . . . . . 1,744 1,818
Actuarial gains. . . . . . . . . . . . . 230 (864)
Employer contribution. . . . . . . . . . (2,219) (2,258)
Curtailment. . . . . . . . . . . . . . . (906) --
Special termination benefit. . . . . . . 226 --
---------- ----------
Benefit obligation at end of year. . . . 23,728 24,366
Unrecognized net actuarial gain. . . . . 24,047 26,948
---------- ----------
Accumulated postretirement benefit cost. $ 47,775 51,314
========== ==========
The Company currently amortizes unrecognized gains over the shorter of
10 years or the average remaining service period of active plan
participants. However, due to the significant amount of unrecognized gain
at December 31, 1999, which is included in the financial statements as a
liability, and the disproportionate relationship between the unrecognized
gain and accumulated postretirement benefit obligation at December 31,
1999, the Company may, in the future, change its amortization policy to
accelerate the recognition of the unrecognized gain. In considering such
change, the Company would need to determine whether significant changes in
the accumulated postretirement benefit obligation and unrecognized gain may
occur in the future as a result of changes in actuarial assumptions,
experience and other factors. Any future change to accelerate the
amortization of the unrecognized gain would have no effect on the Company's
cash flows, but could have a significant effect on its statement of
operations.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5% as of December 31, 1999 and
1998.
(9) TRANSACTIONS WITH AFFILIATES
With respect to any calendar year, JMB Realty Corporation ("JMB"), an
affiliate of the Company, or its affiliates may receive a Qualified
Allowance in an amount equal to: (i) approximately $6,200 during each of
the calendar years 1989 through 1993; and (ii) thereafter, 1-1/2% per annum
of the Fair Market Value (as defined in the Indenture) of the gross assets
of the Company and its subsidiaries (other than cash and cash equivalents
and Excluded Assets (as defined in the Indenture)) for providing certain
advisory services for the Company. The aforementioned advisory services,
which are provided pursuant to a 30-year Services Agreement entered into
between the Company, certain of its subsidiaries and JMB in November 1988,
include making recommendations in the following areas: (i) the construction
and development of real property; (ii) land use and zoning changes; (iii)
the timing and pricing of properties to be sold; (iv) the timing, type and
amount of financing to be incurred; (v) the agricultural business; and,
(vi) the uses (agricultural, residential, recreational or commercial) for
the land. For the years 1999, 2000 and 2001, JMB has agreed that the
amount of the Qualified Allowance to be calculated shall not exceed the
lesser of the amount described in the preceding sentence and $5 million.
However, the Qualified Allowance shall be earned and paid for each year
prior to maturity of the COLAs only if the Company generates sufficient Net
Cash Flow to pay Base Interest to the holders of the COLAs for such year of
an amount equal to 8% of the balance of the COLAs for such year; any
portion of the Qualified Allowance not paid for any year shall cumulate
without interest and JMB or its affiliates shall be paid such amount with
respect to any succeeding year, after the payment of all Contingent Base
Interest for such year, to the extent of 100% of remaining Net Cash Flow
until an amount equal to 20% of the Base Interest with respect to such year
has been paid, and thereafter, to the extent of the product of (a)
remaining Net Cash Flow, multiplied by (b) a fraction, the numerator of
which is the cumulative deficiency as of the end of such year in the
Qualified Allowance and the denominator of which is the sum of the
cumulative deficiencies as of the end of such year in the Qualified
Allowance and Base Interest. A Qualified Allowance for 1989 of
approximately $6,200 was paid on February 28, 1990. Approximately $79,102
of Qualified Allowance related to the period from January 1, 1990 through
December 31, 1999 has not been earned and paid and is payable only from
future Net Cash Flow. Accordingly, because the Company does not believe it
is probable at this time that a sufficient level of Net Cash Flow will be
generated in the future to pay the Qualified Allowance, the Company has not
accrued for any Qualified Allowance in the accompanying consolidated
financial statements. JMB has informed the Company that no incremental
costs or expenses have been incurred relating to the provision of these
advisory services. The Company believes that using an incremental cost
methodology is reasonable. The following table is a summary of the
Qualified Allowance for the years ended December 31, 1999, 1998 and 1997:
1999 1998 1997
------- ------- -------
Qualified Allowance calculated . . . . . . $ 5,000 9,776 10,082
Qualified Allowance paid . . . . . . . . . $ -- -- --
Cumulative deficiency of
Qualified Allowance at
end of year. . . . . . . . . . . . . . . $79,102 74,102 64,326
Net Cash Flow was $0 for 1999, 1998 and 1997.
After the maturity date of the COLAs, JMB will continue to provide
advisory services pursuant to the Services Agreement, the Qualified
Allowance for such years will continue to be 1-1/2% per annum of the Fair
Market Value of the gross assets of the Company and its subsidiaries and
the Qualified Allowance will continue to be payable from the Company's Net
Cash Flow. Upon the termination of the Services Agreement, if there has not
been sufficient Net Cash Flow to pay the cumulative deficiency in the
Qualified Allowance, if any, such amount would not be due or payable to
JMB.
The Company, its subsidiaries and their joint ventures reimburse
Northbrook, JMB and their affiliates for direct expenses incurred on their
behalf, including salaries and salary-related expenses incurred in
connection with the management of the Company's or its subsidiaries' and
the joint ventures' operations. The total of such costs for the years ended
1999, 1998 and 1997 was approximately $804, $669 and $658, respectively, of
which $377 was unpaid as of December 31, 1999. In addition, as of
December 31, 1999, the current portion of amounts due to affiliates
includes $9,106 and $2,009 of income tax payable related to the Class A
COLA Redemption Offer and Class B COLA Redemption Offer, respectively (see
Note 5). Also, the Company pays a non-accountable reimbursement of
approximately $30 per month to JMB or its affiliates in respect of general
overhead expense, all of which was paid as of December 31, 1999.
JMB Insurance Agency, Inc., an affiliate of JMB, earns insurance
brokerage commissions in connection with providing the placement of
insurance coverage for certain of the properties and operations of the
Company. Such commissions are comparable to those available to the Company
in similar dealings with unaffiliated third parties. The total of such
commissions for the years ended December 31, 1999, 1998 and 1997 was
approximately $568, $587 and $742, respectively, all of which was paid as
of December 31, 1999.
Northbrook and its affiliates allocated certain charges for services
to the Company based upon the estimated level of services for the years
ended December 31, 1999, 1998 and 1997 of approximately $683, $923 and
$780, respectively, of which $582 was unpaid as of December 31, 1999. The
affiliated charges for the years ended December 1999, 1998 and 1997 were
offset by $76, $17 and $189, respectively, of charges for certain
expenditures paid by the Company for Northbrook. These services and costs
are intended to reflect the Company's separate costs of doing business and
are principally related to the inclusion of the Company's employees in the
Northbrook pension plan, payment of severance and termination benefits and
reimbursement for insurance claims paid on behalf of the Company. All
amounts described above, deferred or currently payable, do not bear
interest and are expected to be paid in future periods.
In 1998, the $104,759 affiliate note (see Note 4) was cancelled and
bifurcated into two nine-year notes: (i) a $99,595 note payable to Fred
Harvey Transportation Company, an affiliate of Northbrook, and (ii) a
$15,000 note (with an initial balance of $7,920) payable to Northbrook.
The bifurcated notes were payable interest only until maturity, have a
maturity date of February 17, 2007 and accrue interest at the prime rate
plus 2%. Pursuant to the Indenture, the amounts borrowed from Northbrook
and its affiliates are "Senior Indebtedness" to the COLAs. The Company
borrowed an additional $24,828 during 1998 to fund COLA Mandatory Base
Interest payments and other operational needs from a subsidiary of
Northbrook under a separate note which is payable interest only until
maturity, had a maturity date of February 17, 2007 and accrued interest at
the prime rate plus 2%. In connection with such affiliated loans, the
Company incurred interest expense of approximately $14,114, $15,355 and
$12,083 for the years ended December 31, 1999, 1998 and 1997, respectively.
As of December 31, 1998, the Company agreed to exercise its option to
redeem Class B COLAs that are "put" to AJF for repurchase (as described in
Note 5 above), in partial consideration for (a) Fred Harvey's and AF
Investors' agreement to defer until December 31, 2001 all interest accruing
from January 1, 1998 through December 31, 2001 and relating to the
approximately $99,595 of Senior Indebtedness of the Company then owing to
Fred Harvey and the approximately $47,693 of Senior Indebtedness of the
Company then owing to AF Investors (as described in Note 4 above); and (b)
Northbrook agreeing to cause approximately $55,148 of the Company's
indebtedness that was senior to the COLAs to be contributed to the capital
of the Company. In connection with the foregoing deferral of interest and
contribution of capital, the Company agreed to allow the Senior Debt held
by Northbrook and its affiliates to be secured by assets of the Company.
As a result of the contribution, in the Company's December 31, 1998 balance
sheet, the "Amounts due to affiliates - senior debt financing" were
decreased, and the Company's "Member's equity (deficit)" was increased, by
approximately $55,148. The deferral of interest, together with this
contribution to capital, were made as part of the Company's effort to
alleviate significant liquidity constraints and continue to meet the Value
Maintenance Ratio requirement under the Indenture. At current interest
rates, and assuming no further advances of Senior Indebtedness,
approximately $65,676 of such deferred interest relating to all Senior
Indebtedness existing at December 31, 1999 will become due and payable on
December 31, 2001. At such time, there can be no assurance that the
Company will either (i) have unrestricted cash available for meeting such
obligation or (ii) have the ability to refinance such $65,676 obligation.
Failure to meet such obligation, if called, would cause all Senior
Indebtedness owing to Fred Harvey or its affiliates to be immediately due
and payable. A default on Senior Indebtedness of such magnitude could
constitute an event of default under the Indenture.
On June 1, 1999, the Company borrowed approximately $21,318 from AF
Investors, to redeem a portion of the Class B COLAs pursuant to the Class B
Redemption Offer. Pursuant to the terms of the Indenture, such amount
borrowed from AF Investors is Senior Indebtedness that matures on
December 31, 2008 and bears interest at a rate per annum of Prime (8.50% at
December 31, 1999) plus 1% (note deferral of interest discussion above).
Additional interest may be payable on such Senior Indebtedness upon its
maturity based upon fair market value, if any, of the Company's equity at
that time. Additionally, AF Investors submitted Class B COLAs pursuant to
the Class B Redemption Offer and agreed to take back senior debt in the
amount of $26,375 from the Company in lieu of cash. Such Senior
Indebtedness matures on December 31, 2008 and bears interest at a rate per
annum equal to prime plus 1% (note deferral of interest discussion above).
Additional interest may be payable on such senior debt upon its maturity
based upon its fair market value, if any, of the Company at that time. In
connection with such affiliated loans, the Company incurred interest
expense of $2,665 for the year ended December 31, 1999.
The total amount due Northbrook and its subsidiary for Senior Debt
financing as of December 31, 1999 was $172,965, which includes deferred
interest to affiliates on the senior debt of approximately $24,845 (all of
which has been deferred until December 31, 2001, as described above).
Under the terms of the Indenture, the amounts borrowed from Northbrook and
its affiliates are "Senior Indebtedness" to the COLAs.
(10) SIGNIFICANT CUSTOMER
As a result of the Company's interest in HSTC, C&H is contractually
bound to purchase all of the sugar the Company produces. If, for any
reason, C&H were to cease its operations, the Company would seek other
purchasers for its sugar.
(11) COMMITMENTS AND CONTINGENCIES
The Company continues to face a severe liquidity shortage. The
Company has made expense cuts and deferrals where possible. Additionally,
the Company has not paid the quarterly interest payment (due in January
2000) to the State of Hawaii Employee Retirement System related to their
$66 million loan secured by the Royal Kaanapali Golf Courses. These
measures, along with the closing of the sale of a land parcel in Kaanapali
Golf Estates in January 2000, have kept the Company operating through the
date of this report. However, management does not expect any relief from
the extremely tight cash situation, at least until a new investor is
admitted to the KOR limited partnership.
Unfortunately, there are several large, contingent cash expenditures
that may make any relief temporary. These include:
(1) the ultimate outcome of the litigation and environmental
matters described below;
(2) a loss of sugar revenues resulting from an anticipated sugar
price that is 15% lower than the average price received in 1999;
(3) the uninsured portion of the costs associated with the
breakdown in February 2000 of the primary power generation equipment at the
Lihue Plantation Company power plant; and
(4) the possibility that Kauai Electric Company, if it is unable to
obtain certain land use permits, could attempt to exercise its option to
rescind its purchase of a parcel of land from the Lihue Plantation Company
(a subsidiary of the Company) and require the return of the approximately
$5 million purchase price paid to Lihue Plantation in 1992.
It is difficult to predict the ultimate outcome of these various
contingencies, any of which could have a material adverse effect on the
financial condition of the Company.
In the absence of additional land and business sales (none of which
are currently expected to close before the second quarter of 2000) or
financing from third parties (which has generally not been obtainable), the
Company believes that additional borrowings from Northbrook or its
affiliates will be necessary to meet its short-term and long-term liquidity
needs. Northbrook and its affiliates have made such borrowings available to
the Company in the past. However, there is no assurance that Northbrook or
its affiliates will have sufficient funds through the end of 2000, or in
the long-term, or that Northbrook or its affiliates will make such funds
available to the Company, to meet the Company's short-term or long-term
liquidity needs. To the extent that Northbrook or its affiliates make such
borrowings available to the Company during 2000, any such borrowings would
required (i) to be Senior Indebtedness, (ii) to accrue interest at the rate
of prime plus 1%, and (iii) to have principal and interest fully repayable
prior to the end of year 2000. The Company has implemented other
alternatives to address the projected cash deficits for 2000. These
alternatives include expense cuts and deferrals at several of the Company's
businesses. Although these expense cuts and deferrals have improved the
Company's short-term cash situation, the Company must either complete
additional land or business sales, or receive new loans from Northbrook or
its affiliates, to provide sufficient cash to operate through the end of
2000.
On September 20, 1996, Oahu Sugar Company, Limited ("Oahu Sugar")
filed a lawsuit, Oahu Sugar v. Walter Arakaki and Steve Swift, Case No. 96-
3880-09, in the Circuit Court of the First Circuit, State of Hawaii. In
the lawsuit, Oahu Sugar alleged that it entered into an agreement to sell
to defendants certain sugar cane processing equipment at Oahu Sugar's sugar
cane mill in Waipahu. Oahu Sugar alleged that defendants failed to timely
dismantle and remove the equipment, as required by the agreement, and that
defendants were obligated to pay Oahu Sugar rent for the area occupied by
the equipment beyond the time provided for by the parties. Oahu Sugar
further alleged that it provided notice to defendants that Oahu Sugar was
entitled to treat the equipment as abandoned property and to sell the
equipment, because the equipment had not been removed from the property in
a timely fashion, as required by the parties' agreement. In its complaint,
Oahu Sugar sought, among other things, declaratory relief that it was
entitled to treat the equipment as abandoned, damages for breach of
contract, and rent under an unjust enrichment theory.
Defendants filed an answer, as amended, denying the substantive
allegations of Oahu Sugar's complaint and asserting various affirmation
defenses. In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar. In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment. In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.
Oahu Sugar's declaratory relief claim was settled in advance of trial.
Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims. The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict. On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2,600 in damages on their counterclaim. On March 22, 2000,
the trial court entered judgment against Oahu Sugar for the $2.6 million in
damages awarded by the jury. In addition, the trial court awarded
counterclaimants $751 in attorney fees, $28 in costs and $866 in
prejudgment interest. Oahu Sugar has filed post trial motions for judgment
as a matter of law and for a new trial. If the trial court does not grant
Oahu Sugar substantial relief, Oahu Sugar intends to pursue an appeal
(subject to satisfying bonding requirements). Oahu Sugar continues to
believe that it is entitled to affirmation relief on its complaint and that
it has meritorious defenses to the counterclaim that it intends to appeal.
The Company, however, can provide no assurances that it will be successful
in obtaining affirmative relief or overturning the verdict against Oahu
Sugar. This verdict, if upheld, could have a material adverse effect on
Oahu Sugar's financial condition.
On October 7, 1999, Oahu Sugar Company, Limited was named in a lawsuit
entitled, Akee, et al, v. Dow Chemical Company, et al., Civil No. 99-3757-
10, and filed in Hawaii State Court (Circuit Court of the First Circuit of
Hawaii). Oahu Sugar has been served. This multiple plaintiff toxic tort
case names Oahu Sugar and a number of additional defendants including
several large chemical, petroleum and agricultural companies. Plaintiffs
attempt to allege several causes of action related to personal injuries
arising from exposure to allegedly multiple toxic fumigants. Plaintiffs
allege that Oahu Sugar and other defendants used these fumigants in their
agricultural operations and that the fumigants have contaminated the air,
soil and water in the area surrounding their residences. Plaintiffs seek
damages for various unspecified personal injuries/ illnesses, emotional
distress, lost wages and wrongful deaths as well as damages for
unlawful/unfair or deceptive practices and punitive damages.
On September 30, 1999, Oahu Sugar was one of several defendants named
in a lawsuit entitled, City and County of Honolulu v. Leppert, et al.
Civil No. CV 99 00670 ACK-FIY, and filed in the federal court, District of
Hawaii. Oahu Sugar has been served. Plaintiffs filed this environmental
action to assert several causes of action including (1) clean-up and other
response costs under the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"); (2) owner/operator liability,
contribution and indemnity under Hawaii statutory law: (3) strict liability
for ultrahazardous activity; and (4) negligence. Plaintiff alleges that
defendant Oahu Sugar previously operated a sugar mill on property currently
owned by plaintiff, and used pesticides, herbicides, fumigants, petroleum
products and by-products and other hazardous chemicals which were allegedly
released into the soil and/or groundwater at the subject property.
Plaintiff seeks recovery of response costs it has incurred and to be
incurred, a declaration of the rights and liabilities for past and any
future claims, damages for lost property value, technical consulting and
legal costs in investigating the property, increased construction costs,
and attorneys' fees and costs.
On September 30, 1999, Oahu Sugar was named in a lawsuit entitled,
City and County of Honolulu v. Leppert, et al., Civil No. 99-3678-09, and
filed in Hawaii State Court, Circuit Court for the First Circuit of Hawaii.
Oahu Sugar has not been served. This case is the same case as the CERCLA
action above, except that it asserts causes of action under the Hawaii
Environmental Response Law, the state law equivalent of CERCLA. The
alleged specific causes of action include (1) owner/operator liability,
contribution and indemnity under Hawaii Revised Statue Section 128D-18; (2)
strict liability; (3) negligence, and, (4) declaratory relief on state
claims.
These environmental-related lawsuits are in the beginning stages of
litigation. The Company believes that Oahu Sugar has meritorious defenses
to these lawsuits and, Oahu Sugar will defend itself vigorously. However,
there can be no assurances that these cases (or any of them), when once
adjudicated, will not have a material adverse effect on the financial
condition of Oahu Sugar.
The Hawaii Department of Health ("Health Department") has conducted
inspections of the plantation properties of Kekaha Sugar Co., Ltd., Lihue
Plantation Co., Ltd., and Pioneer Mill Co. As a result of the inspections,
the Health Department has noted various areas of non-compliance with
environmental law. In the case of Kekaha Sugar Co., Ltd., the Health
Department is preparing to bring a civil action against Kekaha to ensure
compliance with laws and to assess penalties, but the Health Department has
not indicated the amount of penalties it will seek. As a result of the
inspection of its properties, Lihue Plantation Co., Ltd. has received a
letter requiring certain corrective actions, but the Department of Health
has reserved the right to take further enforcement action. Pioneer Mill
Co. has not received the inspection report of the Hawaii Department of
Health and is therefore unable to determine what actions or penalties the
Hawaii Department of Health may impose.
While there can be no assurance that the above matters will be
concluded without a material adverse effect on the financial condition of
the Company, the Company believes that it has made adequate provision in
the accompanying financial statements for its reasonably estimated loss
contingencies.
The Company is also involved in other various matters of ordinary
routine litigation and claims. Management, after consultation with legal
counsel, is of the opinion that the Company's liability (if any) for these
routine matters, when ultimately determined, will not have a material
adverse effect on the Company's financial position.
The Company's property segment had contractual commitments (related to
project costs) of approximately $582 as of December 31, 1999. Additional
development expenditures are dependent upon the ability to obtain financing
and the timing and extent of property development and sales.
As of December 31, 1999, certain portions of the Company's land not
currently under development are mortgaged as security for $1,530 of
performance bonds related to property development.
(12) INCOME TAXES
Total income tax expense (benefit) for the years ended December 31,
1999, 1998 and 1997 was allocated as follows:
1999 1998 1997
-------- -------- --------
Income (loss) before extra-
ordinary gain. . . . . . . . . . $(20,048) (27,759) (17,037)
Extraordinary gain . . . . . . . . 7,203 -- --
-------- -------- --------
$(12,845) (27,759) (17,037)
======== ======== ========
Income tax expense (benefit) for the years ended December 31, 1999,
1998 and 1997 consists of:
Current Deferred Total
-------- -------- --------
Year ended December 31, 1999:
U.S. federal . . . . . . . . . . . $ (6,167) (10,797) (16,964)
State. . . . . . . . . . . . . . . (1,121) (1,963) (3,084)
-------- -------- --------
$ (7,288) (12,760) (20,048)
======== ======== ========
Year ended December 31, 1998:
U.S. federal . . . . . . . . . . . $ (283) (23,205) (23,488)
State. . . . . . . . . . . . . . . (52) (4,219) (4,271)
-------- -------- --------
$ (335) (27,424) (27,759)
======== ======== ========
Year ended December 31, 1997:
U.S. federal . . . . . . . . . . . $ (9,939) (4,477) (14,416)
State. . . . . . . . . . . . . . . (1,807) (814) (2,621)
-------- -------- --------
$(11,746) (5,291) (17,037)
======== ======== ========
In 1995, income tax expense related to the COLA redemption
approximated $20,807. Of this amount, approximately $9,106 was attributable
to current taxes related to the redeemed Class A COLA's and, accordingly,
was not indemnified by Northbrook (see note 9). In 1999, income tax
expense related to the Class B COLA redemption approximated $7,203. Of
this amount, approximately $2,009 was attributable to current taxes related
to the redeemed Class B COLA's from non-affiliated COLA holders, and,
accordingly, was not indemnified by Northbrook (see note 9). Current
income tax benefit attributable to the Class B COLA's, redeemed from
affiliated COLA holders, of approximately $545 was indemnified by
Northbrook and, accordingly, was included with the 1999 current tax benefit
of $7,833 attributable to loss before extraordinary gain to derive the 1999
capital contribution related to current income taxes.
Income tax benefit differs from the amounts computed by applying the
U.S. federal income tax rate of 35 percent to pretax loss as a result of
the following:
1999 1998 1997
-------- -------- --------
Computed "expected" tax benefit. . . $(17,915) (24,324) (14,914)
Increase (reduction) in income
taxes resulting from:
Pension and Core Retirement
Award expense . . . . . . . . . . 152 232 226
State income taxes, net of
federal income tax benefit. . . . (2,056) (2,847) (1,747)
Other, net . . . . . . . . . . . . . (229) (582) 42
Charitable deduction of
appreciated property . . . . . . . -- (238) (644)
-------- -------- --------
Total . . . . . . . . . . . . . $(20,048) (27,759) (17,037)
======== ======== ========
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.
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1999 and 1998 are as follows:
1999 1998
-------- --------
Deferred tax (assets):
Postretirement benefits . . . . . . . . . . . . $(18,632) (20,012)
Interest accruals . . . . . . . . . . . . . . . (117) (3,047)
Cancellation of Debt Income on
COLA tenders. . . . . . . . . . . . . . . . . (5,306) (8,639)
Other accruals. . . . . . . . . . . . . . . . . (1,839) (2,039)
-------- --------
Total deferred tax assets . . . . . . . . (25,894) (33,737)
-------- --------
Deferred tax liabilities:
Accounts receivable related to profit
on sales of sugar. . . . . . . . . . . . . . 2,249 3,216
Inventories, principally due to
sugar production costs, capitalized
costs, capitalized interest and
purchase accounting adjustments. . . . . . . (2,698) (870)
Plant and equipment, principally due to
depreciation and purchase accounting
adjustments . . . . . . . . . . . . . . . . . 7,305 9,920
Land and land improvements, principally
due to purchase accounting adjustments. . . . 65,665 75,163
Deferred gains due to installment sales for
income tax purposes . . . . . . . . . . . . . 7,489 7,676
Investments in unconsolidated entities,
principally due to purchase accounting
adjustments. . . . . . . . . . . . . . . . . . (85) (316)
-------- --------
Total deferred tax liabilities. . . . . . . 79,925 94,789
-------- --------
Net deferred tax liability. . . . . . . . . $ 54,031 61,052
======== ========
Northbrook's tax returns have been examined by the Internal Revenue
Service (the "IRS") for the period 1992-1994, and deficiencies in excess of
$100 million, including interest thereon, have been proposed by the IRS.
Northbrook has filed a protest with respect to such proposal and the case
is pending appeal to the Appeals Division of the IRS. The statutes of
limitations with respect to Northbrook's tax returns for the years 1995
through 1998 remain open. The Company is a subsidiary of Northbrook and
accordingly is subject to tax liability exposure due to the severally
liable nature of responsibility for the payment of taxes for consolidated
tax returns. Management believes that any final adjustments related to
Northbrook's tax returns for the period 1992-1994 will not have a material
effect on the financial condition of Northbrook or that of the Company.
However, there can be no assurance as to the ultimate outcome of this
matter.
(13) SEGMENT INFORMATION
Property, Agriculture and Golf comprise the separate industry segments
of the Company. Operating income (loss)-Other consists primarily of
unallocated overhead expenses and Total assets-Other consists primarily of
cash and deferred expenses.
Total revenues, operating income (loss), assets, capital expenditures,
and depreciation and amortization by industry segment for 1999, 1998 and
1997 are set forth below:
1999 1998 1997
-------- -------- --------
Revenues:
Property . . . . . . . . . . . . $ 22,181 49,642 28,430
Agriculture. . . . . . . . . . . 30,074 34,551 41,949
Golf . . . . . . . . . . . . . . 14,832 14,485 15,618
-------- -------- --------
$ 67,087 98,678 85,997
======== ======== ========
Operating income (loss):
Property:
Reduction to carrying value
of investments in real
estate . . . . . . . . . . . $(11,360) (16,805) (2,279)
Other. . . . . . . . . . . . . (801) (15,305) (6,842)
Agriculture. . . . . . . . . . . (11,971) (4,049) (3,373)
Golf . . . . . . . . . . . . . . 4,039 2,713 3,720
Other. . . . . . . . . . . . . . (1,760) (2,349) (3,225)
-------- -------- --------
$(21,853) (35,795) (11,999)
======== ======== ========
Total assets:
Property . . . . . . . . . . . . $ 96,937 121,957 145,768
Agriculture. . . . . . . . . . . 169,433 197,288 222,693
Golf . . . . . . . . . . . . . . 76,893 77,644 76,977
Other. . . . . . . . . . . . . . 16,431 34,191 18,807
-------- -------- --------
$359,694 431,080 464,245
======== ======== ========
Capital expenditures:
Property . . . . . . . . . . . . $ 1,374 13,612 276
Agriculture. . . . . . . . . . . 1,348 2,052 2,132
Golf . . . . . . . . . . . . . . 332 1,932 345
Other. . . . . . . . . . . . . . -- -- 13
-------- -------- --------
$ 3,054 17,596 2,766
======== ======== ========
Depreciation and amortization:
Property . . . . . . . . . . . . $ 614 822 865
Agriculture. . . . . . . . . . . 3,590 4,496 3,890
Golf . . . . . . . . . . . . . . 1,315 1,250 1,410
Other. . . . . . . . . . . . . . 137 4 45
-------- -------- --------
$ 5,656 6,572 6,210
======== ======== ========
(14) Subsequent Events
See Notes 6 and 11 for additional subsequent events disclosure.
COLA Interest Payment
On February 29, 2000, an interest payment (representing Mandatory Base
Interest through February 29, 2000) of approximately $2,788 was paid to the
holders of COLAs.
Kauai Plantation Union Contract
The two-year contract, which covers approximately 89% of the Kauai
plantation workforce, expired on January 31, 2000 and has been extended on
a day-to-day basis. The extension agreement allows either party to cancel
upon three days notice. Although the concessions obtained in the recently
expired contract provided a meaningful, positive impact on operations, they
did not provide the type of structural changes necessary to provide for the
long-term profitability and a secure future for the Company's sugar
operations. Renewal of the contract is currently being negotiated;
however, there can be no assurance that the prior concessions and any
additional changes that may be necessary will be obtained. The absence of
these concessions and/or changes would cause the Company to consider the
possible shutdown of its sugar operations on Kauai.
Schedule II
AMFAC/JMB HAWAII, L.L.C.
Valuation and Qualifying Accounts
Years ended December 31, 1999, 1998 and 1997
(Dollars in Thousands)
Additions Additions
Balance at Charges to Charges to Balance at
Beginning Cost and Other End
Description of Period Expenses Accounts Deductions of Period
- ----------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1999:
- ----------------------------
Allowance for
doubtful
accounts:
Trade
accounts $ 595 1 44 552
Claims and
other -- -- -- --
------ ----- ----- ----- -----
$ 595 1 44 552
====== ===== ===== ===== =====
Year ended December 31, 1998:
- ----------------------------
Allowance for
doubtful
accounts:
Trade
accounts $ 625 76 106 595
Claims and
other -- -- -- -- --
------ ----- ----- ----- -----
$ 625 76 106 595
====== ===== ===== ===== =====
Year ended December 31, 1997:
- ----------------------------
Allowance for
doubtful
accounts:
Trade
accounts $ 318 394 -- 87 625
Claims and
other -- -- -- -- --
------ ----- ----- ----- -----
$ 318 394 -- 87 625
====== ===== ===== ===== =====
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder
AMFAC/JMB FINANCE, INC.
We have audited the accompanying balance sheets of Amfac/JMB Finance,
Inc. as of December 31, 1999 and 1998. These balance sheets are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these balance sheets based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
balance sheet is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the balance sheet. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall balance sheet presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the balance sheets referred to above present fairly,
in all material respects, the financial position of Amfac/JMB Finance, Inc.
at December 31, 1999 and 1998, in conformity with accounting principles
generally accepted in the United States.
ERNST & YOUNG LLP
Honolulu, Hawaii
March 17, 2000
AMFAC/JMB FINANCE, INC.
Balance Sheets
December 31, 1999 and 1998
(Dollars in thousands, except per share information)
A S S E T S
-----------
1999 1998
-------- --------
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . $ 1 1
======== ========
L I A B I L I T Y A N D S T O C K H O L D E R ' S E Q U I T Y
-------------------------------------------------------------------
Commitments and contingencies
(Notes 2 and 3)
Common stock, $1 par value;
authorized, issued and outstanding
- 1,000 shares . . . . . . . . . . . . . . . $ 1 1
======== ========
The accompanying notes are an integral part of these balance sheets.
AMFAC/JMB FINANCE, INC.
Notes to the Balance Sheets
December 31, 1999 and 1998
(Dollars in Thousands)
(1) ORGANIZATION AND ACCOUNTING POLICY
Amfac/JMB Finance, Inc. ("AJF") was incorporated November 7, 1988 in
the State of Illinois. AJF has had no financial operations. All of the
outstanding shares of AJF are owned by Northbrook Corporation
("Northbrook").
Because AJF's sole business ended with the June 1, 1999 Class B COLA
repurchase, AJF is being eliminated as a registrant for periods after 1999.
(2) KEEP-WELL AGREEMENT
On March 14, 1989, Northbrook entered into a keep-well agreement with
AJF, whereby it agreed to contribute sufficient capital or make loans to
AJF to enable AJF to meet the COLA repurchase obligations described below
in note 3.
On March 15, 1995, pursuant to the indenture that governs the terms of
the COLAs (the "Indenture"), Amfac/JMB Hawaii, L.L.C. (the "Company")
elected to exercise its right to redeem, and therefore was obligated to
purchase, any and all Class A COLAs submitted pursuant to the June 1, 1995
Redemption Offer at a price of $.365 per Class A COLA. Pursuant to the
Company's election to redeem the Class A COLAs submitted for repurchase,
the Company assumed AJF's maximum amount of its liability from the June 1,
1995 COLA repurchase obligation of $140,425.
On March 15, 1999, pursuant to the Indenture, the Company elected to
exercise its right to redeem, and therefore was obligated to purchase, any
and all Class B COLAs submitted pursuant to the June 1, 1999 Redemption
Offer at a price of $.410 per Class B COLA. Pursuant to the Company's
election to redeem the Class B COLAs submitted for repurchase, the Company
assumed AJF's liability from the June 1, 1999 Class B COLA repurchase
obligation (a maximum of $117,306).
(3) REPURCHASE OBLIGATION
On March 14, 1989, AJF and the Company entered into an agreement (the
"Repurchase Agreement") concerning AJF's obligation (on June 1, 1995 and
1999) to repurchase, upon request of the holders thereof, the Certificate
of Land Appreciation Notes due 2008 ("COLAs") issued by the Company. A
total aggregate principal amount of $384,737 of COLAs were issued during
the offering, which terminated on August 31, 1989. The COLAs were issued in
two units consisting of one Class A and one Class B COLA. As specified in
the Repurchase Agreement, the holders of Class A COLAs were entitled to
request AJF to repurchase their Class A COLAs June 1, 1995 at a price equal
to the original principal amount of such COLAs ($.500) minus all payments
of principal and interest allocated to such COLAs. The cumulative interest
paid per Class A COLA through June 1, 1995 was $.135. Also pursuant to the
Repurchase Agreement the holders of the Class B COLAs were entitled to
request AJF to repurchase their Class B COLAs on June 1, 1999 at a price
equal to 125% of the original principal amount of such Class B COLAs
($.500) minus all payments of principal and interest allocated to such
COLAs. As of December 31, 1999, the cumulative interest paid per Class A
and Class B COLA is approximately $.225 and $.225, respectively.
As discussed above in Note 2 of Notes to the Balance Sheets, the
Company elected to redeem the Class B COLAs submitted for repurchase,
thereby assuming AJF's repurchase obligation on June 1, 1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with the accountants during
the fiscal years 1999 and 1998.
PART III
ITEM 10. MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
As of December 31, 1999, the managers, executive officers and certain
other officers of the Company were as follows:
Position
Held with
Name the Company
---------- ------------
Judd D. Malkin Chairman
Neil G. Bluhm Vice Chairman
H. Rigel Barber Manager
Gary Grottke President and Manager
Peggy H. Sugimoto Senior Vice President and
Chief Financial Officer
Tamara G. Edwards Vice President and
Manager
Scott Nunokawa President of a significant
subsidiary
Richard Edsall Executive Vice President
of significant subsidiaries
Certain of these officers are also officers and/or directors of JMB
and numerous affiliated companies of JMB (hereinafter collectively referred
to as "JMB affiliates") and many of such officers are also partners of
certain partnerships (herein collectively referred to as the "Associate
Partnerships") which are associate general partners (or general partners
thereof) in publicly offered real estate limited partnerships. The publicly
offered partnerships in which the Associate Partnerships are partners have
not 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. However, certain
partnerships sponsored by JMB and other affiliates of JMB are engaged in
development activities including planned communities, none of which are in
Hawaii.
There is no family relationship among any of the foregoing directors
or officers.
The foregoing directors have been elected to serve one-year terms
until the next annual meeting to be held on the second Tuesday of August
2000 or until his successor is elected and qualified.
There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was selected as such.
The business experience during the past five years of the directors
and such officers of the Company includes the following:
Judd D. Malkin (age 62) has been Chairman of the Company since 1988,
Mr. Malkin is also Chairman of the Board of JMB, an officer and/or director
of various JMB affiliates and an individual general partner of several
publicly offered real estate limited partnerships affiliated with JMB.
Mr. Malkin has been associated with JMB since October 1969. Mr. Malkin is a
director of Urban Shopping Centers, Inc., an affiliate of JMB that is a
real estate investment trust in the business of owning, managing and
developing shopping centers. He is a Certified Public Accountant.
Neil G. Bluhm (age 62) has been Vice Chairman of the Company since
1994. Mr. Bluhm held various other officer positions with the Company from
1988 through 1993 and served as a Director from November 1989 to January
1994. Mr. Bluhm is also President and director of JMB, an officer and/or
director of various JMB affiliates and an individual general partner of
several publicly offered real estate limited partnerships affiliated with
JMB. Mr. Bluhm has been associated with JMB since August 1970. Mr. Bluhm is
a director of Urban Shopping Centers, Inc., an affiliate of JMB that is a
real estate investment trust in the business of owning, managing and
developing shopping centers. He is a member of the Bar of the State of
Illinois and a Certified Public Accountant.
H. Rigel Barber (age 51) has been Manager of the Company since April
1997. Mr. Barber is an Executive Vice President and Chief Executive Officer
of JMB Realty Corporation. He has a Bachelors degree from Yale University
and a law degree from Northwestern University. Prior to joining JMB, Mr.
Barber was a partner in the law firm of Mayer Brown & Platt.
Gary R. Grottke (age 44) has been President of the Company since April
1997 and has served as a Manager since August 1996. He was an officer of
JMB from May 1989 to December 1993. Prior to joining JMB in 1989, Mr.
Grottke was a Senior Manager at Peat, Marwick, Mitchell & Co. He holds a
Masters degree in Business Administration from the Krannert School of
Management at Purdue University and is a Certified Public Accountant.
Peggy H. Sugimoto (age 49) has been Senior Vice President and Chief
Financial Officer of the Company since 1994 and had been Manager from
August 1996 to February 1999. Ms. Sugimoto has been associated with the
Company since 1976. She is a Certified Public Accountant.
Tamara G. Edwards (age 45) has been Vice President of the Company
since August 1996 and has been Manager since February 1999. Ms. Edwards
has been President and Director of several of the subsidiaries since March
1997. Ms. Edwards served as Senior Counsel for the Company from 1995
through 1997. She is a member of the California and Florida Bar
Associations.
Scott Nunokawa (age 39) joined the Company in October 1998 and is
serving as President of the Company's property development subsidiary.
Prior to joining the Company, Mr. Nunokawa served as Vice President of
Business Development and Land Use Planning for C. Brewer Homes, Inc. He
holds a Bachelors degree from the University of Hawaii. He is a licensed
real estate broker.
Richard Edsall (age 46) has been Executive Vice President of certain
of the Company's subsidiaries since April 1998. Prior to joining the
Company, Mr. Edsall served as Vice President and held various positions at
Seminis Vegetable Seeds from 1975-1997. He holds a Masters degree in
Business Administration from California Lutheran University.
ITEM 11. EXECUTIVE COMPENSATION
Certain of the officers and managers of the Company listed in item 10
above are officers and/or directors of JMB or Northbrook and are
compensated by JMB, Northbrook, or an affiliate thereof (other than the
Company and its subsidiaries). The Company will reimburse Northbrook, JMB
and their affiliates for any expenses incurred while providing services to
the Company as described under the caption "Description of the COLAs -
Limitations on Mergers and Certain Other Transactions" at pages 42-43 of
the Prospectus, a copy of which is incorporated herein by reference. In
addition, JMB may earn an amount, the Qualified Allowance (as defined), as
described under the caption "Description of the COLAs - Certain
Definitions" at page 51 of the Prospectus, a copy of which is incorporated
herein by reference. See Item 13 below.
SUMMARY COMPENSATION TABLE
Annual Compensation (1)(3)(5)
-------------------------------------
Other
Annual
Compensa-
Principal Salary Bonus tion
Name (2) Position Year ($) (4) ($) ($)
- --------------- --------- ----- ------- ------ ---------
Gary Grottke President 1999 325,000 N/A N/A
and Manager 1998 400,000 N/A N/A
1997 350,000 N/A N/A
Peggy Sugimoto Senior Vice 1999 145,000 45,000 N/A
President 1998 145,000 35,000 N/A
Chief Financial 1997 140,000 30,000 N/A
Officer
Tamara G. Edwards Vice President 1999 150,000 100,000 N/A
and Manager 1998 135,000 50,000 N/A
1997 115,000 15,000 N/A
Scott Nunokawa President of a 1999 135,000 -- N/A
(5) significant 1998 26,481 -- N/A
subsidiary 1997 -- -- N/A
Richard Edsall
(5) Executive 1999 155,000 20,000 N/A
Vice President 1998 112,673 -- N/A
of significant 1997 -- -- N/A
subsidiary
- ----------
(1) The Company does not have a compensation committee. During
1999, 1998 and 1997, Mr. Malkin, Mr. Barber, and Mr. Grottke participated
in the deliberations concerning executive officer compensation.
(2) Includes CEO and 4 most highly compensated executives whose
salary and bonus exceed $100,000.
(3) Salary for Mr. Grottke represents the portion of his total
compensation allocated and charged to the Company by Northbrook.
(4) Compensation (including salary, bonus and severance) for
Chris J. Kanazawa, former Senior Vice President and Director for 1998 and
1997 was $199,134 and $350,000, respectively. Compensation (including
salary, bonus and severance) for Teney K. Takahashi, former Vice President
for 1998 and 1997 was $177,089 and $231,000, respectively. Compensation
(including salary, bonus and severance) for Timothy E. Johns, former Vice
President for 1998 and 1997 was $108,219 and $139,000, respectively.
(5) As Mr. Nunokawa and Mr. Edsall were hired by the Company during
1998, the salary amount disclosed in 1998 in the above table is the amount
earned for the partial year of employment with the Company. Mr. Nunokawa's
and Mr. Edsall's annualized salary in 1998 had they been employed by the
Company for the entire year was $135,000 and $155,000, respectively.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the outstanding shares of the Company are owned by Northbrook.
Approximately 6.4% of the shares of Northbrook are owned by JMB and
approximately 90.2% are owned directly or indirectly by individuals who are
shareholders or employees of JMB or members of their families (or trusts
for their benefit). The remaining shares are owned by third parties that
are not related to JMB. Randi Malkin Steinberger, Stephen Malkin and Barry
Malkin, individually or through trusts which they control, each have
beneficial ownership of approximately 9.7% of the shares of Northbrook.
Leslie Bluhm, Andrew Bluhm and Meredith Bluhm, individually or through
trusts which they control, each have beneficial ownership of approximately
10.0% of the shares of Northbrook. Kathleen Schreiber, in her capacity as
trustee of various trusts for the benefit of members of her family, which
trusts comprise the managing partners of a partnership which owns
Northbrook shares, has beneficial ownership of approximately 6.1% of the
shares of Northbrook. Stuart Nathan, Executive Vice President and a
director and shareholder of JMB, and his children, Scott Nathan and Robert
Nathan, collectively have beneficial ownership of approximately 5.1% of the
shares of Northbrook; each of them, primarily by virtue of their status as
general partners of partnerships which own such shares would also be
considered to individually have beneficial ownership of substantially all
of such shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as contained under Items 10 and 11 above, and this Item 13,
there were no other significant transactions or business relationships with
Northbrook, JMB, affiliates or their management.
The Company, its subsidiaries and the joint ventures in which the
Company or its subsidiaries are partners are permitted to engage in various
transactions involving Northbrook, JMB and their affiliates, as described
under the captions "Description of the COLAs - Limitation on Dividends,
Purchases of Capital Stock and Indebtedness" and "Limitations on Mergers
and Certain Other Transactions" and "Purchase or Joint Venture of
Properties by Affiliates; Development of Properties as Excluded Assets;
Residual Value of Company in Certain Projects" at pages 41-45, and "Risk
Factors - Conflicts of Interest" at page 19 of the Prospectus, a copy of
which descriptions are hereby incorporated herein by reference to
Exhibit 28.1 to the Company's Report on Form 10-K for December 31, 1988
(File No. 33-24180) dated March 21, 1989. The relationship of the Company
(and its managers and executive officers and certain other officers) to its
affiliates is set forth above in Item 10.
The approximately $15 million of remaining acquisition-related
financing owed to affiliates had a maturity date of June 1, 1998 and bore
interest at a rate per annum based upon the prime interest rate (8.5% at
December 31, 1999), plus one percent. In addition to the $52 million
borrowed from Northbrook in 1995 to redeem Class A COLAs pursuant to the
Redemption Offer (see Note 5), the Company had also borrowed approximately
$18.7 million and $9.8 million during 1996 and 1995, respectively, to fund
COLA Mandatory Base Interest payments, ERS interest payments and other
operational needs. These loans from Northbrook were payable interest only,
were to mature on June 1, 1998 and carried an interest rate per annum equal
to the prime interest rate plus two percent. Pursuant to the Indenture
relating to the COLAs, the amounts borrowed from Northbrook are "Senior
Indebtedness" to the COLAs.
In February 1997, the above-noted affiliate loans, along with certain
other amounts due Northbrook, were converted into a new $104 million ten
year note payable. In 1998, the $104.8 million note was cancelled pursuant
to a split Note Agreement and bifurcated into two nine-year notes (i) a
$99.5 million note payable to an affiliate of Northbrook and (ii) a $15
million note payable (with an initial balance of $7.9 million) to
Northbrook. The bifurcated notes are payable interest only and accrue
interest at the prime rate plus 2%. The Company borrowed an additional
$16.6 million during 1997 and $24.8 million during 1998 to fund COLA
Mandatory Base Interest payments and other operational needs from a
subsidiary of Northbrook under a separate note which is payable interest
only and accrues at the prime rate plus 2%.
As of December 31, 1998, the Company agreed to exercise its option to
redeem Class B COLAs that are "put" to AJF for repurchase (as described
above under Item 1 - "Business"), in partial consideration for (a) Fred
Harvey's and AF Investors' agreement to defer until December 31, 2001 all
interest accruing from January 1, 1998 through December 31, 2001 and
relating to the approximately $100 million of Senior Indebtedness of the
Company then owing to Fred Harvey and the approximately $48 million of
Senior Indebtedness of the Company then owing to AF Investors (as described
in Note 4 to the Consolidated Financial Statements of the Company); and (b)
Northbrook agreeing to cause approximately $55.1 million of the Company's
indebtedness that was senior to the COLAs to be contributed to the capital
of the Company. In connection with the foregoing deferral of interest and
contribution of capital, the Company agrees to allow the senior debt held
by Northbrook and its affiliates to be secured by assets of the Company.
As a result of the contribution, in the Company's December 31, 1998 balance
sheet, the "Amounts due to Affiliates" were decreased, and the Company's
"Member's equity (deficit)" was increased, by approximately $55.1 million.
The deferral of interest together with this contribution to capital were
made as part of the Company's effort to alleviate significant liquidity
constraints and continue to meet the Value Maintenance Ratio requirement
under the Indenture. At current interest rates, and assuming no further
advances of senior indebtedness, approximately $65.7 million of such
deferred interest relating to currently existing senior indebtedness will
become due and payable on December 31, 2001. At such time, there can be no
assurance that the Company will either (i) have unrestricted cash available
for meeting such obligation or (ii) have the ability to refinance such
$65.7 million obligation. Failure to meet such obligation, if called,
would cause all senior indebtedness owing to Fred Harvey or other
Northbrook affiliates to be immediately due and payable. A default on
Senior Indebtedness of such magnitude could constitute an event of default
under the Indenture.
On June 1, 1999, the Company borrowed approximately $21.3 million from
AF Investors, LLC ("AF Investors"), an affiliate of the Company, to redeem
a portion of the Class B COLAs pursuant to the Class B COLA Redemption
Offer (see Note 3). Pursuant to the terms of the Indenture, such amount
borrowed from AF Investors is Senior Indebtedness that matures on
December 31, 2008 and bears interest at a rate per annum of prime (8.50% at
December 31, 1999) plus 1% (note deferral of interest discussions above).
Additional interest may be payable on such Senior Indebtedness upon its
maturity based upon fair market value, if any, of the Company's equity at
that time. Additionally, AF Investors submitted Class B COLAs pursuant to
the Class B Redemption Offer and agreed to take back senior debt in the
amount of $26.4 million from the Company in lieu of cash. Such Senior
Indebtedness matures on December 31, 2008 and bears interest at a rate per
annum equal to prime plus 1% (note deferral of interest discussion above).
Additional interest may be payable on such senior debt upon its maturity
based upon its fair market value, if any, of the Company's equity at that
time.
In October of 1999, AF Investors paid approximately $.8 million to
assume the lender's position in the loan to the Lihue Plantation Company,
Limited ("Lihue") which was originally used to fund the acquisition of the
Lihue's power generation equipment (see Note 4). The loan had an
outstanding balance of $.8 million on the date of the loan transfer and
bears interest at the rate equal to prime rate (8.50% at December 31, 1999)
plus three and one half percent. The loan is secured by the Lihue power
generation equipment, sugar inventories and receivables, certain other
assets and real property of the Company, has limited recourse to the
Company and certain other subsidiaries and is "Senior Indebtedness" as
defined in the Indenture relating to the COLAs.
The total amount due Northbrook and its subsidiaries for Senior Debt
financing as of December 31, 1999 was $173 million, which includes deferred
interest to affiliates on senior debt of approximately $24.8 million (all
of which has been deferred until December 31, 2001, as described above).
Under the terms of the Indenture, the amounts borrowed from Northbrook or
its affiliates are "Senior Indebtedness" to the COLAs.
The Company incurred interest expense of approximately $14.1 million,
$15.4 million and $12.8 million for the years ended 1999, 1998 and 1997,
respectively, in connection with the acquisition and additional Senior Debt
financing obtained from affiliates.
With respect to any calendar year, JMB or its affiliates may receive a
Qualified Allowance in an amount equal to 1-1/2% per annum of the Fair
Market Value (as defined) of the gross assets of the Company and its
subsidiaries (other than cash and cash equivalents and Excluded Assets (as
defined)) for providing certain advisory services for the Company. The
aforementioned advisory services, which are provided pursuant to a 30-year
Services Agreement entered into between the Company, certain of its
subsidiaries and JMB in November 1988, include making recommendations in
the following areas: (i) the construction and development of real property;
(ii) land use and zoning changes; (iii) the timing and pricing of
properties to be sold; (iv) the timing, type and amount of financing to be
incurred; (v) the agricultural business; and, (vi) the uses (agricultural,
residential, recreational or commercial) for the land. For the years 1999,
2000 and 2001, JMB has agreed that the amount of the Qualified Allowance to
be calculated shall not exceed the lesser of the amount described in the
preceding sentence and $5 million. However, the Qualified Allowance shall
be earned and paid for each year prior to maturity of the COLAs only if the
Company generates sufficient Net Cash Flow to pay Base Interest to the
holders of the COLAs for such year of an amount equal to 8% of the average
outstanding principal balance of the COLAs for such year; any portion of
the Qualified Allowance not paid for any year shall cumulate without
interest and JMB or its affiliates shall be paid such amount with respect
to any succeeding year, after the payment of all Contingent Base Interest
for such year, to the extent of 100% of remaining Net Cash Flow until an
amount equal to 20% of the Base Interest with respect to such year has been
paid, and thereafter, to the extent of the product of (a) remaining Net
Cash Flow, multiplied by (b) a fraction, the numerator of which is the
cumulative deficiency as of the end of such year in the Qualified Allowance
and the denominator of which is the sum of the cumulative deficiencies as
of the end of such year in the Qualified Allowance and Base Interest. A
Qualified Allowance for 1989 of approximately $6.2 million was paid on
February 28, 1990. Approximately $79.1 million of Qualified Allowance
related to the period from January 1, 1990 through December 31, 1999 has
not been earned and paid and is payable only from future Net Cash Flow.
Accordingly, because the Company does not believe it is probable at this
time that a sufficient level of Net Cash Flow will be generated in the
future to pay Qualified Allowance, the Company has not accrued for any
Qualified Allowance in the accompanying consolidated financial statements.
JMB has informed the Company that no incremental costs or expenses have
been incurred relating to the provision of these advisory services. The
Company believes that using an incremental cost methodology is reasonable.
The following table is a summary of the Qualified Allowance for the years
ended December 31, 1999, 1998 and 1997 (dollars are in millions):
1999 1998 1997
-------- -------- --------
Qualified Allowance calculated . . . . $ 5.0 9.8 10.1
Qualified Allowance paid . . . . . . . -- -- --
Cumulative deficiency of Qualified
Allowance at end of year . . . . . . $ 79.1 74.1 64.3
Net Cash Flow was $0 for 1999, 1998 and 1997.
After the maturity date of the COLAs, JMB will continue to provide
advisory services pursuant to the Services Agreement, the Qualified
Allowance for such years will continue to be 1-1/2% per annum of the Fair
Market Value of the gross assets of the Company and its subsidiaries and
the Qualified Allowance will continue to be payable from the Company's Net
Cash Flow. Upon the termination of the Services Agreement, if there has not
been sufficient Net Cash Flow to pay the cumulative deficiency in the
Qualified Allowance, if any, such amount would not be due or payable to
JMB.
The Company, its subsidiaries and their joint ventures, reimburse
Northbrook, JMB and their affiliates for direct expenses incurred on their
behalf, including salaries and salary related expenses incurred in
connection with the management of the Company's or its subsidiaries and the
joint ventures' operations. The total of such costs through December 31,
1999, 1998 and 1997 was $.8 million, $.7 million and $.7 million,
respectively, of which $0.4 million was unpaid as of December 31, 1999. In
addition, as of December 31, 1999, the current portion of amounts due
affiliates includes approximately $9.1 million and $2.0 million of income
tax payable related to the Class A Redemption Offer and Class B COLA
Redemption Offer, respectively. Also, the Company pays a non-accountable
reimbursement of approximately $.03 million per month to JMB or its
affiliates in respect of general overhead expense, all of which was paid as
of December 31, 1999.
JMB Insurance Agency, Inc. an affiliate of JMB, earns insurance
brokerage commissions in connection with providing the placement of
insurance coverage for certain of the properties and operations of the
Company. Such commissions are comparable to those available to the Company
in similar dealings with unaffiliated third parties. The total of such
commissions for the years ended December 31, 1999, 1998 and 1997 was
approximately $.6 million, $.6 million and $.7 million, all of which was
paid as of December 31, 1999.
Northbrook and its affiliates allocated certain charges for services
to the Company based upon the estimated level of services for the years
ended December 31, 1999, 1998 and 1997 of approximately $.7 million, $.9
million and $.8 million, respectively, of which $.6 million was unpaid as
of December 31, 1999. The affiliated charges for the years ended
December 31, 1999, 1998 and 1997 were offset by $.08 million, $.02 million
and $.2 million, respectively, of certain charges for certain expenditures
paid by the Company for Northbrook. These services and costs are intended
to reflect the Company's separate costs of doing business and are
principally related to the inclusion of the Company's employees in the
Northbrook pension plan, payment of severance and termination benefits and
reimbursement for insurance claims paid on behalf of the Company. All
amounts described above, deferred or currently payable, do not bear
interest and are expected to be paid in future periods.
On January 30, 1998, Amfac Finance Limited Partnership ("Amfac
Finance"), an Illinois limited partnership and an affiliate of the Company
extended a tender offer to purchase (the "Class B Tender Offer") up to
$65.4 million principal amount of separately Certificated Class B COLAs
("Separate Class B COLAs") for cash at a unit price of $375 to be paid by
Amfac Finance on each Separate Class B COLA on or about March 24, 1998.
The maximum cash to be paid under the Class B Tender Offer was $49.0
million (130,842 Separate Class B COLAs at a unit price of $375 each).
Approximately 62,857 Separate Class B COLAs were submitted to Amfac Finance
for repurchase pursuant to the Class B Tender Offer requiring an aggregate
payment by Amfac Finance of approximately $23.6 million on March 31, 1998.
In addition, on October 23, 1998, Amfac Finance extended a Tender Offer to
Purchase (the "Class A/B Tender Offer") up to approximately $22.5 million
principal amount of Jointly Certificated Class A and B COLAs (together
"COLA Units") for cash at a unit price of $460 to be paid by Amfac Finance
on each COLA Unit on or about December 23, 1998. The maximum cash to be
paid under the Tender Offer was approximately $12.2 million (26,600 COLA
Units at a unit price of $460 for each COLA Unit). Approximately 26,473
COLA Units were submitted to Amfac Finance for repurchase pursuant to the
Tender Offer requiring an aggregate payment by Amfac Finance of
approximately $12.2 million on December 23, 1998. Neither the Class B nor
the Class A/B Tender Offer reduced the outstanding indebtedness of the
Company. In December 1998, Amfac Finance contributed its COLA Units to AF
Investors. The COLA Units still held by AF Investors remain outstanding
pursuant to the terms of the Indenture. Except as provided in the last
sentence of this paragraph, AF Investors is entitled to the same rights and
benefits of any other holder of COLA Units, including having the right to
have AJF repurchase on June 1, 1999, the separate Class B COLAs that it
owned. AF Investors submitted approximately 64,330 of its 89,325 Class B
COLAs for repurchase pursuant to the Class B Redemption offer. AF
Investors agreed to take back senior debt of the Company for the portion of
Class B COLAs so put in lieu of cash. Because AF Investors is an affiliate
of the Company, AF Investors will not be able to participate in determining
whether the holders of the required principal amount of debt under the
Indenture have concurred in any direction, waiver or consent under the
terms of the Indenture.
As a result of the Class B and Class A/B Tender Offers, the Company
recognized approximately $7.9 million and $14.3 million, respectively, of
taxable gain in accordance with income tax regulations for certain
transactions with affiliates. Such gain is treated as cancellation of
indebtedness income for income tax purposes only and, accordingly, the
income taxes related to the Class B Tender Offer (approximately $3.1
million) and Class A/B Tender Offer (approximately $5.6 million) were, or
will be, indemnified by Northbrook through the tax agreement between
Northbrook and the Company (See Note 1 to Notes to the Consolidated
Financial Statements).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
See Index to Financial Statements and Supplementary Data
filed with this report.
(2) Exhibits
See Index to Exhibits, which is incorporated herein by
reference.
(b) Reports on Form 8-K: The following reports on Form 8-K were
filed during the last quarter of the period covered by this report
None.
(c) Exhibits:
The Exhibits required by Item 601 of Regulation S-K are
listed in the Index to Exhibits, which is incorporated herein
by reference.
All other schedules have been omitted since the required information
is presented in the financial statements and the related notes or is not
applicable.
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.
AMFAC/JMB HAWAII, L.L.C.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Manager
Date: March 9, 2000
By: Peggy Sugimoto
Senior Vice President,
Chief Financial Officer
Date: March 9, 2000
By: Gailen J. Hull
Vice President and
Principal Accounting Officer
Date: March 9, 2000
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.
AMFAC/JMB FINANCE, INC.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President
Date: March 9, 2000
By: Gary Nickele
Director
Date: March 9, 2000
By: Gailen J. Hull
Vice President Finance,
Principal Accounting Officer
Date: March 9, 2000
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.
AMFAC LAND COMPANY, LTD.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Tamara G. Edwards
President and Director
Date: March 9, 2000
By: Gary R. Grottke
Vice President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
AMFAC PROPERTY DEVELOPMENT CORP.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Tamara G. Edwards
President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Senior Vice President - Finance
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
AMFAC PROPERTY INVESTMENT CORP.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Tamara G. Edwards
President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Senior Vice President - Finance
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
By: Scott Nunokawa
Vice President
Date: March 9, 2000
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.
H. HACKFELD & CO., LTD.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Tamara G. Edwards
Vice President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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 ESTATE COFFEE, INC.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
By: Tamara G. Edwards
Vice President and
Director
Date: March 9, 2000
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.
KEKAHA SUGAR COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Richard Edsall
Executive Vice President
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
THE LIHUE PLANTATION COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Richard Edsall
Executive Vice President
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
OAHU SUGAR COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Tamara G. Edwards
Vice President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
PIONEER MILL COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Richard Edsall
Executive Vice President
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
PUNA SUGAR COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary Grottke
President and Director
Date: March 9, 2000
By: Tamara G. Edwards
Vice President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Vice President
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
WAIAHOLE IRRIGATION COMPANY, LIMITED
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Gary R. Grottke
President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Senior Vice President
and Director
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
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.
WAIKELE GOLF CLUB, INC.
By: Gailen J. Hull
Vice President
Date: March 9, 2000
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.
By: Tamara G. Edwards
President
Date: March 9, 2000
By: Gary R. Grottke
Vice President and Director
Date: March 9, 2000
By: Peggy Sugimoto
Senior Vice President - Finance
and Director
Date: March 9, 2000
By: Gailen J. Hull
Vice President,
Principal Accounting Officer
and Director
Date: March 9, 2000
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
2.1 Agreement and Plan of Merger by and between Amfac/JMB
Hawaii, Inc. and Amfac/JMB Hawaii, L.L.C. dated as of February 27, 1998.
(13)
3.1 Articles of Incorporation of Amfac/JMB Hawaii, Inc. (1)
3.2 Amended and Restated By-Laws of Amfac/JMB Hawaii, Inc.
(1)
3.3 Articles of Incorporation of Amfac/JMB Finance, Inc. (1)
3.4 Amended and Restated By-Laws of Amfac/JMB Finance, Inc.
(1)
3.7 Articles of Incorporation of Amfac Property Development
Corp.
3.8 Amended and Restated By-Laws of Amfac Property
Developments Corp. (1)
3.9 Articles of Incorporation of Amfac Property Investment
Corp. (1)
3.10 Amended and Restated By-Laws of Amfac Property
Investment Corp. (1)
3.11 Articles of Incorporation of Amfac Sugar and
Agribusiness, Inc. (1)
3.12 Amended and Restated By-Laws of Kaanapali Water
Corporation (1)
3.13 Articles of Incorporation of Kaanapali Water
Corporation. (1)
3.14 Amended and Restated By-Laws of Amfac Agribusiness, Inc.
(1)
3.15 Articles of Incorporation of Amfac Agribusiness, Inc.
(1)
3.16 Amended and Restated By-Laws of Kekaha Sugar Company,
Limited. (1)
3.17 Articles of Association of Kekaha Sugar Company,
Limited. (1)
3.18 Amended and Restated By-Laws of The Lihue Plantation
Company, Limited. (1)
3.19 Articles of Association of The Lihue Plantation Company,
Limited (1)
3.20 Amended and Restated By-Laws of Oahu Sugar Company,
Limited. (1)
3.21 Articles of Association of Oahu Sugar Company,
Limited.(1)
3.22 Amended and Restated By-Laws of Pioneer Mill Company,
Limited (1)
Exhibit No. Exhibit
- ----------- -------
3.23 Articles of Association of Pioneer Mill Company,
Limited. (1)
3.24 Amended and Restated By-Laws of Puna Sugar Company,
Limited. (1)
3.25 Articles of Association of Puna Sugar Company, Limited.
(1)
3.26 Amended and Restated By-Laws of H. Hackfeld & Co., Ltd.
3.27 Articles of Association of H. Hackfeld & Co., Ltd. (1)
3.28 Amended and Restated By-Laws of Waiahole Irrigation
Company, Limited.
3.29 Articles of Incorporation of Waiahole Irrigation
Company, Limited. (1)
4.1 Indenture, including the form of COLAs, among Amfac/JMB
Hawaii, Inc., its subsidiaries as Guarantors and Continental Bank National
Association, as Trustee (dated as of March 14, 1989). (2)
4.2 Amendment dated as of January 17, 1990 to the Indenture
relating to the COLAs. (2)
4.3 $28,097,832 Promissory Note from Amfac, Inc. to
Amfac/JMB Hawaii, Inc. Extended and Reissued Effective December 31, 1993.
(3)
4.4 The five year $66,000,000 loan with the Employees'
Retirement System of the State of Hawaii to Amfac/JMB Hawaii, Inc. as of
June 25, 1991. (4)
4.5 $15,000,000 Credit Agreement dated March 31, 1993 among
AMFAC/JMB Hawaii, Inc. and Continental Bank N.A (5).
4.6 $10,000,000 loan agreement between Waikele Golf Club,
Inc. and ORIX USA Corporation. $10,000,000 loan agreement between Waikele
Golf Club, Inc. and Bank of Hawaii. (6)
4.7 $52,000,000 Promissory Note to Northbrook Corporation
from Amfac/JMB Hawaii, Inc., effective May 31, 1995. (7)
4.8 Agreement for delivery and sale of raw sugar between
Hawaii Sugar Transportation Corporation, as seller, and C&H, as Buyer,
dated June 4, 1993. (8)
4.9 Standard Sugar Marketing Contracts between Hawaiian
Sugar Transportation Company and Hawaii Sugar Growers dated June 4, 1993.
(9)
4.10 Amendment to the $66,000,000 loan with the Employees'
Retirement System of the State of Hawaii to Amfac/JMB Hawaii, Inc. as of
April 18, 1996. (9)
4.11 Amended and Restated $52,000,000 Promissory Note to
Northbrook Corporation from Amfac/JMB Hawaii, Inc. extended and reissued
effective June 1, 1996. (10)
Exhibit No. Exhibit
- ----------- -------
4.12 Amended and Restated $28,087,832 Promissory Note from
Amfac, Inc. to Amfac/JMB Hawaii, Inc. extended and reissued effective June
1, 1996. (10)
4.13 $10,000,000 loan agreement between Amfac Property
Development Corp. and City Bank at December 18, 1996. (11)
4.14 Amended and Restated $25,000,000 loan agreement with the
Bank of Hawaii dated February 4, 1997. (12)
4.15 Limited Partnership Agreement for Kaanapali Ownership
Resorts, L.P. dated February 1, 1997 for development of time-share resort
on Kaanapali. (11)
4.16 Second Supplement to the Indenture dated as of March 1,
1998. (13)
4.17 $104,759,324 promissory Note between Northbrook
Corporation and Amfac Land Company, Ltd. dated January 1, 1998. (13)
4.18 Revolving Credit Note between Fred Harvey Transportation
Company, Inc. and Amfac Land Company, Ltd., dated January 1, 1998. (13)
4.19 Note Split Agreement between Northbrook Corporation and
Amfac/JMB Hawaii, Inc., effective January 1, 1998.
4.20 $99,594,751.09 Promissory Note between Northbrook
Corporation and Amfac/JMB Hawaii, Inc., dated January 1, 1998.
4.21 $15,000,000.00 Promissory Note between Northbrook
Corporation and Amfac/JMB Hawaii, Inc., dated January 1, 1998.
10.1 Escrow Deposit Agreement. (1)
10.2 General Lease S-4222, dated January 1, 1969, by and
between the State of Hawaii and Kekaha Sugar Company, Limited. (1)
10.3 Grove Farm Haiku Lease, dated January 25, 1974 by and
between Grove Farm Company, Incorporated and The Lihue Plantation Company,
Limited. (1)
10.4 General Lease S-4412, dated October 31, 1974, by and
between the State of Hawaii and the Lihue Plantation Company, Limited. (1)
10.5 General Lease S-4576, dated March 15, 1978, by and
between the State of Hawaii and The Lihue Plantation Company, Limited. (1)
10.6 General Lease S-3821, dated July 8, 1964, by and between
the State of Hawaii and East Kauai Water Company, Ltd. (1)
10.7 Amended and Restated Power Purchase Agreement, dated as
of June 15, 1992, by and between The Lihue Plantation Company, Limited and
Citizens Utilities Company. (1)
Exhibit No. Exhibit
- ----------- -------
10.8 U.S. Navy Waipio Peninsula Agricultural Lease, dated
May 26, 1964, between The United States of America (as represented by the
U.S. Navy) and Oahu Sugar Company, Ltd. (1)
10.9 Amendment to the Robinson Estate Hoaeae Lease, dated
May 15, 1967, by and between various Robinsons, heirs of Robinsons,
Trustees and Executors, etc. and Oahu Sugar Company, Limited amending and
restating the previous lease. (1)
10.10 Amendment to the Campbell Estate Lease, dated April 16,
1970, between Trustees under the Will and of the Estate of James Campbell,
Deceased, and Oahu Sugar Company, Limited amending and restating the
previous lease. (1)
10.11 Bishop Estate Lease No. 24,878, dated June 17, 1977, by
and between the Trustees of the Estate of Bernice Pauahi Bishop and Pioneer
Mill Company, Limited. (1)
10.12 General Lease S-4229, dated February 25, 1969, by and
between the State of Hawaii, by its Board of Land and Natural Resources and
Pioneer Mill Company, Limited. (1)
10.13 Honokohau Water License, dated December 22, 1980,
between Maui Pineapple Company Ltd. and Pioneer Mill Company, Limited. (1)
10.14 Water Licensing Agreement, dated September 22, 1980, by
and between Maui Land & Pineapple Company, Inc. and Amfac, Inc. (1)
10.15 Joint Venture Agreement, dated as of March 19, 1986, by
and between Amfac Property Development Corp. and Tobishima Properties of
Hawaii, Inc. (1)
10.16 Development Agreement, dated March 19, 1986, by and
between Kaanapali North Beach Joint Venture and Amfac Property Investment
Corp. and Tobishima Pacific, Inc. (1)
10.19 Keep-Well Agreement between Northbrook Corporation and
Amfac/JMB Finance, Inc. (2)
10.20 Repurchase Agreement, dated March 14, 1989, by and
between Amfac/JMB Hawaii, Inc. and Amfac/JMB Finance, Inc. (2)
10.21 Amfac Hawaii Tax Agreement, dated November 21, 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, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited. (2) Amfac-Amfac Hawaii Tax
Agreement, dated February 21, 1989 between Amfac, Inc. and Amfac/JMB
Hawaii, Inc. (2) Services Agreement, dated November 18, 1988, between
Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.; Amfac
Property Investment Corp.; Amfac Sugar and
Exhibit No. Exhibit
- ----------- -------
Agribusiness, Inc.; Kaanapali Water Corporation; Amfac
Agribusiness, Inc.; Kekaha Sugar Company, Limited; The Lihue Plantation
Company, Limited; 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. (2)
10.22 Amfac-Amfac Hawaii Tax Agreement, dated February 21,
1989 between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)
10.23 Services 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, Limited; 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.
(2)
10.24. Amended buy-sell notice dated August 27, 1998 from APIC.
(14)
10.25. Assignment and assumption agreement dated September 30,
1998, executed by TPI and APIC. (14)
10.26. Purchase money promissory note secured by mortgage dated
September 30, 1998, executed by APIC. (14)
10.27. Assignment and Contribution Agreement effective
December 31, 1998 between Northbrook Corporation and Amfac/JMB Hawaii,
L.L.C.
10.28. Note Modification Agreement dated December 31, 1998
between Amfac/JMB Hawaii, L.L.C. and Fred Harvey Transportation Company.
19.0 $35,700,000 agreement for sale of C&H and certain other
C&H assets, to A&B Hawaii, Inc. in June 1993. (7) Subsidiaries of Amfac/JMB
Hawaii, Inc. (1) A copy of pages 19, 41-45 and 51 of the Prospectus of the
Company dated December 5, 1988 (relating to SEC Registration Statement on
Form S-1 (as amended) File No. 33-24180) and hereby incorporated by
reference. (2) Pursuant to Item 6.01 (b)(4) of Regulation SK, the
registrant hereby undertakes to provide the Commission upon its request a
copy of any agreement with respect to long-term indebtedness of the
registrant and its consolidated subsidiaries that does not exceed 10
percent of the total assets of the registrant and its subsidiaries on a
consolidated basis.
(1) Previously filed as exhibits to the Company's Registration
Statement of Form S-1 (as amended) under the Securities Act of 1933 (File
No. 33-24180) and hereby incorporated by reference.
(2) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1989 and hereby incorporated by reference.
(3) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1991 and hereby incorporated by reference.
(4) Previously filed as exhibits to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1991 and hereby incorporated by reference.
(5) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on May 14, 1993
and hereby incorporated by reference.
(6) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on November 11,
1993 and hereby incorporated by reference.
(7) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1994 and hereby incorporated by reference.
(8) Previously filed as an exhibit to the Company's Form 10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed May 12,
1995 and hereby incorporated by reference.
(9) Previously filed as an exhibit to the Company's Form 10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed May 13,
1996 and hereby incorporated by reference.
(10) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1996 and hereby incorporated by reference.
(11) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 21, 1997
and hereby incorporated by reference.
(12) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed May 15, 1996 and
hereby incorporated by reference.
(13) Previously filed as exhibit to the Company's Form 8-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 3, 1998
and hereby incorporated by reference.
(14) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed November 12,
1998 and hereby incorporated by reference.
No annual report or proxy material for 1999 was sent to the COLA
holders of the Company. An annual report will be sent to the COLA holders
subsequent to this filing.