SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 2002 Commission File Number 33-24180
AMFAC HAWAII, LLC
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Hawaii 36-3109397
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-440-4800
See Table of Additional Registrants Below.
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 [ ]
As of May 14, 2002, all of Amfac Hawaii LLC's membership interest is solely
owned by Northbrook Corporation, a Delaware corporation, and not traded on
a public market.
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, Chicago, Illinois 60611
Limited (3) 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. ("APIC") 312/440-4800
(2)
H. Hackfeld Hawaii 99-0037425 900 North Michigan Avenue
& Co., Ltd. Chicago, Illinois 60611
312/440-4800
Kaanapali Hawaii 99-0176334 900 North Michigan Avenue
Estate Coffee, Chicago, Illinois 60611
Inc. (3) 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 (3)
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 (3) 312/440-4800
Puna Sugar Hawaii 99-0051215 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Waikele Golf Hawaii 99-0304744 900 North Michigan Avenue
Club, Inc. (3) Chicago, Illinois 60611
312/440-4800
(1) The Additional Registrants listed are wholly-owned subsidiaries
(except as noted in (2)) of the registrant and are guarantors of
the registrant's Certificate of Land Appreciation Notes due 2008
(the "COLAs").
(2) The registrant, directly or indirectly, owns approximately 16.67% of
the shares of APIC.
(3) On February 27, 2002, these Additional Registrants along with AHI and
certain other subsidiaries and affiliates filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . 25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 36
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . 42
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 43
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMFAC HAWAII, LLC
Consolidated Balance Sheets
March 31, 2002 and December 31, 2001
(Dollars in Thousands)
MARCH 31, DECEMBER 31,
2002 2001
(Unaudited) (Note 1)
------------- -----------
A S S E T S
- -----------
Current assets:
Cash and cash equivalents. . . . . . . $ 5,881 9,973
Receivables, net . . . . . . . . . . . 1,330 2,028
Inventories. . . . . . . . . . . . . . 5,094 5,209
Prepaid expenses . . . . . . . . . . . 377 103
Escrow deposits and restricted
funds. . . . . . . . . . . . . . . . 6,184 6,490
-------- --------
Total current assets . . . . . . 18,866 23,803
-------- --------
Property, plant and equipment:
Land and land improvements . . . . . . 102,851 103,590
Machinery and equipment. . . . . . . . 26,217 26,514
-------- --------
129,068 130,104
Less accumulated depreciation
and amortization . . . . . . . . . . 28,411 28,323
-------- --------
100,657 101,781
-------- --------
Deferred expenses, net . . . . . . . . . 4,334 4,493
Other assets . . . . . . . . . . . . . . 25,494 23,912
-------- --------
$149,351 153,989
======== ========
AMFAC HAWAII, LLC
Consolidated Balance Sheets - Continued
MARCH 31, DECEMBER 31,
2002 2001
(Unaudited) (Note 1)
------------- -----------
L I A B I L I T I E S
- ---------------------
Current liabilities:
Accounts payable . . . . . . . . . . . $ 2,163 1,989
Accrued expenses . . . . . . . . . . . 10,608 9,207
Current portion of long-term
debt . . . . . . . . . . . . . . . . 2,850 2,850
Amounts due to affiliates. . . . . . . 11,658 11,684
Amounts due to affiliates -
Senior Debt financing in default . . 186,355 183,378
Certificate of Land Appreciation
Notes in default . . . . . . . . . . 139,413 139,413
-------- --------
Total current liabilities. . . . 353,047 348,521
-------- --------
Amounts due to affiliates -
Senior Debt financing. . . . . . . . . 2,730 2,730
Accumulated postretirement
benefit obligation . . . . . . . . . . 30,738 33,118
Other long-term liabilities. . . . . . . 8,453 9,071
Deferred income taxes. . . . . . . . . . 9,994 8,603
-------- --------
Total liabilities. . . . . . . . 404,962 402,043
-------- --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7 and 8)
Investment in unconsolidated entity,
at equity. . . . . . . . . . . . . . . 11,258 11,168
M E M B E R ' S E Q U I T Y (D E F I C I T )
- ------------------------------------------------
Member's equity (deficit). . . . . . . . (266,869) (259,222)
-------- --------
Total Member's equity
(deficit). . . . . . . . . . . (266,869) (259,222)
-------- --------
$149,351 153,989
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC HAWAII, LLC
Consolidated Statements of Operations
Three Months Ended March 31, 2002 and 2001
(Dollars in Thousands)
(Unaudited)
2002 2001
-------- --------
Revenue:
Agriculture. . . . . . . . . . . . . . . . . . $ 664 2,565
Property . . . . . . . . . . . . . . . . . . . 860 19,322
Golf . . . . . . . . . . . . . . . . . . . . . -- 1,247
-------- --------
1,524 23,134
-------- --------
Cost of sales:
Agriculture. . . . . . . . . . . . . . . . . . (734) 742
Property . . . . . . . . . . . . . . . . . . . 200 19,404
Golf . . . . . . . . . . . . . . . . . . . . . -- 778
-------- --------
(534) 20,924
Operating expenses:
Selling, general and administrative. . . . . . 2,697 2,123
Depreciation and amortization. . . . . . . . . 384 924
-------- --------
Total costs and expenses . . . . . . . . . . . . 2,547 23,971
Operating income (loss) . . . . . . . . . . . . (1,023) (837)
-------- --------
Non-operating income (expenses):
Amortization of deferred costs . . . . . . . . (167) (176)
Interest expense . . . . . . . . . . . . . . . (4,425) (6,719)
Restructuring costs. . . . . . . . . . . . . . (616) --
Loss on investment in unconsolidated
subsidiary . . . . . . . . . . . . . . . . . (90) (83)
Interest income. . . . . . . . . . . . . . . . 65 188
-------- --------
(5,233) (6,790)
-------- --------
Loss before taxes. . . . . . . . . . . . . . (6,256) (7,627)
-------- --------
Income tax benefit (expense) . . . . . . . . . (1,391) 2,928
-------- --------
Net income (loss). . . . . . . . . . . . . . $ (7,647) (4,699)
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC HAWAII, LLC
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2002 and 2001
(Dollars in Thousands)
(Unaudited)
2002 2001
-------- --------
Cash flows from operating activities:
Net income (loss). . . . . . . . . . . . . . . $ (7,647) (4,699)
Items not requiring (providing) cash:
Depreciation and amortization. . . . . . . . 384 924
Amortization of deferred costs . . . . . . . 167 176
Amortization of unrecognized
actuarial gain (note 7). . . . . . . . . . (1,975) --
Loss on investment in unconsolidated
subsidiary . . . . . . . . . . . . . . . . 90 83
Income tax benefit . . . . . . . . . . . . . 1,391 (2,928)
Interest on advances from affiliates . . . . 2,977 5,036
Interest on Certificate of
Land Appreciation Notes. . . . . . . . . . 1,394 --
Changes in:
Restricted cash. . . . . . . . . . . . . . . . 306 434
Receivables - net. . . . . . . . . . . . . . . 698 731
Inventories. . . . . . . . . . . . . . . . . . 733 18,762
Prepaid expenses . . . . . . . . . . . . . . . (274) (1,139)
Accounts payable . . . . . . . . . . . . . . . 174 (1,435)
Accrued expenses . . . . . . . . . . . . . . . 7 (2,235)
Amounts due to affiliates. . . . . . . . . . . (26) 288
Other long-term liabilities. . . . . . . . . . (530) (1,957)
-------- --------
Net cash provided by (used in)
operating activities . . . . . . . . . (2,131) 12,041
-------- --------
Cash flows from investing activities:
Property additions . . . . . . . . . . . . . . -- (5)
Property sales, disposals and
retirements - net. . . . . . . . . . . . . . 1 27
Other assets . . . . . . . . . . . . . . . . . (1,461) (450)
Other long-term liabilities. . . . . . . . . . (493) (159)
-------- --------
Net cash provided by (used in)
investing activities . . . . . . . . . (1,953) (587)
-------- --------
Cash flows from financing activities:
Deferred expenses. . . . . . . . . . . . . . . (8) (30)
Net (repayments) proceeds of
long-term debt . . . . . . . . . . . . . . . -- (248)
Net amounts due to affiliates. . . . . . . . . -- (10,538)
-------- --------
Net cash provided by (used in)
financing activities . . . . . . . . . (8) (10,816)
-------- --------
Net increase (decrease) in
cash and cash equivalents. . . . . . . (4,092) 638
Cash and cash equivalents,
beginning of year. . . . . . . . . . . 9,973 9,660
-------- --------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . $ 5,881 10,298
======== ========
AMFAC HAWAII, LLC
Consolidated Statements of Cash Flows - Continued
2002 2001
-------- --------
Supplemental disclosure of cash flow
information:
Cash paid for interest (net of
amount capitalized). . . . . . . . . . . . . $ 54 3,915
======== ========
Schedule of non-cash investing and
financing activities:
Transfer of property actively held
for sale to real estate inventories. . . . $ 618 1,482
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements
March 31, 2002 and 2001
(unaudited)
(Dollars in Thousands)
Readers of this quarterly report should refer to the Company's audited
financial statements for the fiscal year ended December 31, 2001, which are
included in the Company's 2001 Report on Form 10-K, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
All reference to "Notes" are to Notes to the Consolidated Financial
Statements contained in this report.
(1) BASIS OF ACCOUNTING
Amfac Hawaii, LLC ("AHI", and collectively with the Additional
Registrants, as their respective interests may appear, the "Company") is a
Hawaii limited liability company. AHI is wholly-owned by Northbrook
Corporation, a Delaware corporation ("Northbrook"). AHI changed its name
from Amfac/JMB Hawaii, L.L.C. in March 2001. On February 27, 2002, AHI,
certain of the Additional Registrants and certain other subsidiaries and
affiliates (collectively, the "Debtors") of AHI filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code. These petitions
have been consolidated for joint administration as a single case (the
"Reorganization Case") in the U.S. Bankruptcy Court for the Northern
District of Illinois. The Debtors filed their petitions in order to enable
them to restructure their debt and convert substantial portions thereof to
equity in an attempt to successfully reorganize with a manageable balance
sheet. Substantially all of the Company's liabilities in the accompanying
consolidated balance sheet at March 31, 2002, are subject to compromise
under the Plan of Reorganization (the "Plan").
The primary business activities of the Company have been land
development and sales, golf course management and agriculture. In
September 2000, the Company announced its plan to shut down the remaining
sugar operations which represented a substantial portion of its agriculture
segment. The Company owns, as of the date of this report, approximately
5,100 acres of land primarily located on the island of Maui 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 leased
approximately 3,100 acres of land that was primarily used in conjunction
with its agricultural operations. Due to the shutdown of the Company's
remaining sugar plantations, the Company filed a motion in the
Reorganization Case to reject such lease, which was granted by the court
and an order entered on April 2, 2002. The Company's operations are
subject to significant government regulation.
AHI will continue until at least December 31, 2027, unless earlier
dissolved. AHI's sole member (Northbrook) is not obligated for any debt,
obligation or liability of the Company. However, AHI and certain
additional subsidiaries are obligated to Northbrook and its affiliates for
the repayment of substantial loans and advances made to them.
The Company has three primary business segments. The agriculture
segment ("Agriculture") has been responsible for the Company's remaining
agricultural activities (the Company's remaining sugar plantations were
shut down at the end of 2000 and in September 2001 the Company announced a
winding down of its coffee operations). The real estate segment
("Property") has been 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") has been responsible for the management
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
and operation of the Company's golf course facilities. However, as
described below, a receiver was appointed on March 19, 2002, to manage the
two Royal Kaanapali Golf Courses on Maui. 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 that are material to its
business.
Due to the unpredictable nature of the timing and amount of land sales
and the seasonal nature of the agricultural operations, the Company has
experienced, and expects to continue to experience, significant variability
in quarterly revenues and costs of sales. The results of any interim
period are not necessarily indicative of the results that can be expected
for the entire year.
The consolidated financial statements include the accounts of AHI and
its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. The Company records
its minority investment in Amfac Property Investment Corp. ("APIC") on the
equity method of accounting. 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 a general partner, the Company is contingently liable
for the obligations of its partnership and joint venture investments.
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 $2,872 and
$8,483 at March 31, 2002 and December 31, 2001, respectively) as cash
equivalents that are reflected at cost, which approximates market. In
addition, escrow deposits and restricted funds ($6,184 and $6,490 at March
31, 2002 and December 31, 2001, respectively), represents cash which was
restricted primarily to fund, among other things, certain liabilities (note
6).
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
(principally real estate under development) 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. No interest costs
have been capitalized for the three months ended March 31, 2002 and 2001.
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.
Impairment losses are 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. Land held for sale of approximately $4,876 is
included in inventory in the accompanying consolidated balance sheets at
March 31, 2002 and December 31, 2001, and is carried at the lower of cost
or fair value less cost to sell.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
During the third quarter of 2001, the Company reduced the carrying
value of three land parcels and recorded a $13,725 impairment loss to
reflect the estimated market value of those parcels. During the third
quarter of 2001, the Company recognized impairment losses of $4,384 on
property, plant and equipment, inventory and other assets formerly used in
its agriculture operation. Such losses have been reflected as reduction in
carrying value of assets in operations.
The Company's principal remaining land holdings are in the
Kaanapali/Honokowai area of Maui, referred to by the Company as its
"Kaanapali 2020" project. The Company's ability to generate revenue from
these land holdings in excess of its recorded investment is subject to
obtaining necessary development approvals and its ability to develop and
sell the land holdings in the normal course of business.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information (which assume
that the Company will continue as a going concern) and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31,
2002 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2002.
Certain amounts in the 2001 financial statements have been
reclassified to conform to the 2002 presentation.
(2) AMOUNTS DUE TO AFFILIATES - SENIOR DEBT FINANCING
AHI has issued certain Certificate of Land Appreciation Notes due 2008
Class A (the "Class A COLAs") and Certificate of Land Appreciation Notes
Class B (the "Class B COLAs", and, collectively with the Class A COLAs, the
"COLAs") pursuant to an Indenture dated March 14, 1989 (the "Indenture")
(see note 3). Under the Indenture, the Company is entitled to borrow
certain amounts from third parties, including affiliates, that qualify as
"Senior Indebtedness" under the Indenture and are senior in priority to the
repayment of the COLAs. Such "Senior Indebtedness" that is due and owing
to Northbrook and its affiliates from time to time is referred to in these
notes as the "Senior Debt". Commencing in August 1989 and from time to
time thereafter, Northbrook (or its predecessor in interest, Amfac, Inc.),
and certain of its affiliates, have made Senior Debt advances to the
Company.
FHT Corporation ("FHT"), an affiliate of Northbrook, is the holder of
a Senior Debt note with an outstanding balance of principal and interest of
approximately $100,345. This note is payable interest only until maturity,
has a maturity date of February 17, 2007 and accrues interest at the prime
rate (4.75% at March 31, 2002) plus 2%. The note defers interest until
December 31, 2002 at which time one-third of such deferred interest is due,
with the remainder of previously deferred interest payable one-half on
December 31, 2003, and one-half on December 31, 2004. Prepayment may be
required of net property sale proceeds remaining after providing reserves
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
for anticipated cash needs for the twelve months following the property
sales. As a result of such sales in 2001, prepayments aggregating $6,048
were made on such note in the third and fourth quarters of 2001. Due to
the filing of the Reorganization Case, FHT will have a claim against the
Debtors in an aggregate amount of approximately $99,756. It is not
expected that such claim will be paid in full.
Northbrook is the holder of a Senior Debt note with an outstanding
balance of principal and interest of approximately $27,773. This note is
payable interest only until maturity, has a maturity date of February 17,
2007 and accrues interest at the prime rate (4.75% at March 31, 2002) plus
2%. This note defers interest until December 31, 2006. Due to the filing
of the Reorganization Case, Northbrook will have a claim against the
Debtors in an aggregate amount of approximately $27,610. It is not
expected that such claim will be paid in full.
AF Investors is the holder of two Senior Debt notes from the Company,
each dated December 29, 2000, but given in replacement for previously
issued notes, one in the original principal amount of $21,318, and one
dated May 31, 1999 in the original principal amount of $26,375, each amount
borrowed in connection with the redemption by the Company of Class B COLAs
on June 1, 1999. Such Senior Debt notes were scheduled to mature on
December 31, 2008 and bore interest at a rate per annum of prime plus 1%.
Interest on such Senior Debt was deferred through December 31, 2001. The
replacement notes accrue interest at the prime rate (4.75% at March 31,
2002) plus 1%, but defer interest through December 31, 2003, with one-half
of such deferred interest payable on such date and the remainder payable on
December 31, 2004. Prepayment may be required of net property sale
proceeds remaining after providing reserves for anticipated cash needs for
the twelve months following the property sales. As a result of the
property sales in 2001, prepayments aggregating $3,487 were made on the
notes in the third and fourth quarters of 2001. Under the terms of these
notes, 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. Due to the filing of the Reorganization Case, AF Investors will
have a claim against the Debtors in an aggregate amount of approximately
$57,224. It is not expected that such claim will be paid in full.
In 2000, the Company borrowed approximately $5,576 from Northbrook for
purposes of satisfying the Mandatory Base Interest payment related to the
COLAs due in 2000. During 2000, the Company borrowed an additional $4,300
to fund certain capitalizable property development and agriculture
disbursements. Such Senior Debt was originally scheduled to mature on
December 31, 2000, but its maturity date was extended (in September 2000)
to not earlier than February 28, 2001. It bears interest at a rate per
annum equal to prime (4.75% at December 31, 2001) plus 1%, is guaranteed by
the Company and is also to be secured by assets of the Company. The notes
evidencing such borrowings were amended in certain respects effective
December 29, 2000 to, among other things, provide that such notes are due
on demand. Prepayment may be required of net property sale proceeds
remaining after providing reserves for anticipated cash needs for the
twelve months following the property sales. Such notes were paid down to
zero by the Company in January 2001, but remain available to fund further
advances for such purposes at Northbrook's election. During 2001, an
additional $217 was advanced by Northbrook.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
Northbrook also holds a note in the original principal amount of
$9,600, dated September 30, 1998, originally made by Tobishima Pacific,
Inc.'s ("TPI") and subsequently purchased from TPI by an affiliate of
Northbrook. The note is secured by a mortgage on the Company's 50%
ownership interest in the 96-acre beach-front parcel (commonly referred to
as Kaanapali North Beach "the Property") and is "Senior Indebtedness" (as
defined in the Indenture). The note was payable in five annual
installments in the principal amount of $1,920 beginning in September 1999.
The note bore interest of 8.5% and was payable quarterly. The note was
subsequently amended to require quarterly interest payments beginning
March 31, 2001 with principal payable on demand; provided, that if no
demand is previously made, the amendment contains two scheduled principal
payments of $2,730 each in September of 2002 and 2003. In October 2001,
Northbrook purchased the note from its affiliate for the then outstanding
balance of principal and accrued interest aggregating approximately $5,500
and also demanded a principal payment of $2,300 which was paid the Company
in October 2001. The note remains secured by AHI's 50% undivided interest
in the Property with such entire property also mortgaged as security for
the other Senior Debt.
The Company has provided Northbrook and its affiliates with security
for the Senior Debt held by them. Such security consists of mortgages on
real property owned by the Company, pledges of stock of AHI's direct and
indirect subsidiaries, and security interests on such other unencumbered
assets of the Company and its subsidiaries as Northbrook and its affiliates
holding such Senior Debt may request. As of the date of this report,
Northbrook and its affiliates hold mortgages on substantially all of the
real property of the Company.
The total amount due Northbrook and its subsidiaries for Senior Debt
financing as of March 31, 2002 was $189,085 which includes accrued and
deferred interest to affiliates on Senior Debt of approximately $49,057.
Under the terms of the Indenture, the amounts borrowed from Northbrook or
its affiliates are "Senior Indebtedness" and are thus senior in priority to
the COLAs.
At current interest rates, approximately $46,077 of such deferred
interest relating to all Senior Debt existing prior to the modification of
Senior Debt in December 2000 would have become due and payable on December
31, 2001, but was deferred beyond such date by restatements of the notes in
December 2000 that amended the terms of the notes. Even though it was
hoped that the agreements by Northbrook and its affiliates to further defer
interest under the Senior Debt would assist the Company in the completion
of potential future development activities, it became apparent that
additional debt would be needed in order for the Company to have the
liquidity anticipated to be necessary to pursue its business plan. Thus,
the Debtors filed the Reorganization Case in February 2002. (See
discussion of Reorganization Case). As a consequence, all Senior Debt and
COLAs are now in default.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(3) CERTIFICATE OF LAND APPRECIATION NOTES
The COLAs are unsecured debt obligations of the Company, and are
subordinated in priority to all "Senior Indebtedness" (as defined in the
Indenture) including, but not limited to, the Senior Debt. Interest on the
COLAs is payable semi-annually on February 28 and August 31 of each year.
The COLAs mature on December 31, 2008. Reference is made to the Company's
Annual Report on Form 10-K for discussion of the issuance and redemption
history of the COLAs. The COLAs are scheduled to 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"). 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 from 1990 through
2001. Due to the filing of the Reorganization Case, the holders of COLAs
will have a claim against the Debtors aggregating approximately $142,200
including accrued and unpaid interest. It is not expected that such claim
will be paid in full and there is significant likelihood that no recovery
will be had on the COLAs unless a plan of reorganization is approved by the
Bankruptcy Court that provides for such a recovery. From and after the
filing of the Reorganization Case in February 2002, the Company does not
anticipate accruing any further interest on the COLAs. Approximately
$100,221 of cumulative deficiency of deferred Contingent Base Interest
related to the period from August 31, 1989 (Final Issuance Date) through
December 31, 2001 has not been accrued in the accompanying consolidated
financial statements as the Company believes that it is not probable at
this time that any Contingent Base Interest will ultimately be paid. The
following table is a summary of Mandatory Base Interest and Contingent Base
Interest for the three months ended March 31, 2002 and the year ended
December 31, 2001:
Three Months The Year
Ended Ended
March 31, December 31,
2002 2001
------------- ------------
Mandatory Base Interest paid . . . . . . . . $ -- 5,576
Contingent Base Interest due and paid. . . . -- --
Cumulative deferred Contingent Base
Interest . . . . . . . . . . . . . . . . . $ -- 100,221
Net Cash Flow was $0 for 2001 and is expected to be $0 for 2002.
As of March 31, 2002, 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.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
The Company decided to forego contracting for independent appraisals
to determine the appraised value of substantially all of its assets as of
December 31, 2000. Not obtaining appraisals, with the resultant inability
to provide an Officers' Certificate determining the Value Maintenance
Ratio, could become an event of default, as defined by the Indenture. The
Company received a Notice of Default on June 1, 2001 from the Trustee
regarding the Company's non-delivery of the appraisals and Value
Maintenance Ratio. On October 18, 2001, the Trustee notified the Company
that it had failed to cure the Default described in the June 1, 2001 notice
and that an Event of Default exists. The notice acknowledged that the
Company intended to propose a restructuring of the COLAs subject to
resolution of defaults under the ERS loan. The Trustee indicated that it
expected to participate in the review and discussion of the terms of any
proposed restructuring and has been in contact with the Company regarding
due diligence relating to such review.
During the fourth quarter of 2001, the Trustee commenced its due
diligence review and entered into discussions with the Company and the
holders of the Senior Debt. In connection with such negotiations, the
Company agreed to pay the reasonable costs incurred by the Trustee
(primarily legal fees and the fees and expenses incurred by the Trustee's
financial advisor) for such review and negotiations. Such negotiations
resulted in agreement between the Company and the Trustee on a framework
for a plan of reorganization (the "Plan") and a commitment by the Trustee
to support confirmation of such Plan in the Reorganization Case. The Plan
and a supporting disclosure statement (the "Disclosure Statement") was
filed initially with the Bankruptcy Court on April 23, 2002, and they have
been amended and restated by a later filing on May 10, 2002. Such amended
and restated Plan and Disclosure Statement have been filed as exhibits to
this report and reference is made thereto for a description of the terms of
the Plan and significant considerations in connection therewith. A hearing
to consider whether the Disclosure Statement contains adequate information
has been scheduled for June 5, 2002. Following such hearing, the Plan must
be submitted to holders of unpaid claims including COLA holders for
approval in accordance with the Bankruptcy Code. Thereafter the Bankruptcy
Court will consider approval of the Plan. Therefore, there can be no
assurance that such Plan will ultimately be approved or the ultimate terms
thereof. Failure of any plan of reorganization to be approved by the
Bankruptcy Court and the requisite classes of creditors, such that a final
order implementing such plan is not entered, would likely result in the
attempt by the holders of the Senior Debt to foreclose on their security
and the liquidation of the Company.
As a consequence of the filing of the Chapter 11 cases on February 27,
2002, the interest payment on the COLAs that was due on February 28, 2002
was not made. On March 11, 2002 the Trustee sent to the Company and COLA
holders a "Notice of Chapter 11 Filing, Non-Payment of Scheduled Interest
Payment, and Negotiation of Term Sheet with Respect to Treatment of
Noteholder and Other Claims." The notice stated, among other things, that
the Chapter 11 filing and the failure to pay interest on the scheduled debt
service date, constitute Events of Default under Section 7.01 of the
Indenture. Section 7.05 of the Indenture provides that the Noteholders
holding a majority in principal amount of outstanding Notes may direct the
Trustee as to the time, method, and place of conducting any proceeding for
any remedy available to the Trustee. The Noteholders' ability to direct
the Trustee is subject to Sections 7.06 and 8.02 of the Indenture, which
state that the Noteholders must provide the Trustee with reasonable
indemnity before the Trustee need follow the direction of the Noteholders.
The exercise of remedies by the Trustee is also subject to the automatic
stay imposed on all creditors under Section 362 of the United States
Bankruptcy Code.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
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.
(4) LONG-TERM DEBT
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 which had been extended through December 1, 2000 with
certain modifications, is secured by a mortgage on certain property under
development at the Oahu Sugar mill-site (the sugar plantation was closed in
1995), and is "Senior Indebtedness" (as defined in the Indenture). Such
extended loan bore interest at the bank's base rate plus 1.25%. In January
2001, APDC reached an agreement with the Bank for an extension until
December 1, 2001 with a principal payment of $150 upon execution of the
agreement leaving a remaining outstanding principal balance of $2,850. On
December 1, 2001, APDC reached an agreement with the bank for an additional
extension until March 1, 2002. APDC is continuing talks with the bank for
a further extension and renegotiation of the loan. The extended loan bears
interest at the bank's base rate of 4.75% at March 31, 2002 plus 2%. APDC
does not have the funds necessary to pay the remaining balance of the loan
without sale of the remaining mill site land. If such loan cannot be
further extended, it would likely result in APDC no longer having an
ownership interest in the property.
In February 1997, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned
subsidiary of the Company that owned and operated the Waikele Golf Course,
refinanced the Waikele Golf Club in 1997 with a loan facility with the Bank
of Hawaii (as agent for itself and other lenders) in the original principal
amount of $25,000. This loan facility had a maturity date of February
2007, an interest rate of LIBOR plus 2% until the fifth anniversary and
LIBOR plus 2.25% thereafter, principal amortization based on a 30-year
amortization period, was secured by substantially all of the assets of
Waikele Golf Club, Inc., was guaranteed by AHI and was "Senior
Indebtedness" (as defined in the Indenture). At that level of
indebtedness, it was not anticipated that the cash flow of the golf course
could continue to service the debt. In an effort to renegotiate the loan,
the Company commenced discussions with the lender during the third quarter
of 2001. As a result of such negotiations, the lenders agreed to sell the
loan to the Company, at a substantial discount, for a purchase price of
$13,000 and released AHI from its guarantee obligation. The purchase price
approximated the fair market value of the golf course at the time. The
loan purchase agreement also gave the Company the option to simply pay off
the loan at the discounted amount. Though the Company had sufficient cash
to close the sale, it was necessary for it to recover such amount promptly
in order to replenish its cash balances to pay its other obligations and
pursue its business plan. Therefore, the Company entered into a sale
agreement with a newly formed subsidiary of Northbrook, whereby such
subsidiary agreed to purchase the golf course from the Company for $13,000.
Such transactions closed in December 2001, at which time the Company paid
off the Bank of Hawaii loan for $13,000 immediately prior to the purchase
of the property by such subsidiary. The outstanding balance on the Bank of
Hawaii loan on the closing date was approximately $23,800. This transaction
resulted in a loss of $15,137 to the Company for financial reporting
purposes, and a $10,653 extraordinary gain from extinguishment of debt was
also recognized.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(5) SEGMENT INFORMATION
Agriculture, Property and Golf comprise 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 assets at the balance sheet dates and
capital expenditures, operating income (loss) and depreciation and
amortization during the three months ended March 31, 2002 and 2001 are set
forth below by each industry segment:
March 31, December 31,
2002 2001
--------- ------------
Total Assets:
Agriculture. . . . . . . . . . . . . . . . $ 64,869 64,760
Property . . . . . . . . . . . . . . . . . 69,084 67,410
Golf . . . . . . . . . . . . . . . . . . . -- --
Other. . . . . . . . . . . . . . . . . . . 15,398 21,819
-------- --------
$149,351 153,989
======== ========
Three Months Ended
March 31,
------------------------
2002 2001
-------- --------
Capital Expenditures:
Agriculture. . . . . . . . . . . . . . . . $ -- 5
Property . . . . . . . . . . . . . . . . . -- --
Golf . . . . . . . . . . . . . . . . . . . -- --
-------- --------
$ -- 5
======== ========
Operating income (loss):
Agriculture. . . . . . . . . . . . . . . . $ 884 986
Property . . . . . . . . . . . . . . . . . (801) (1,348)
Golf . . . . . . . . . . . . . . . . . . . -- 93
Other. . . . . . . . . . . . . . . . . . . (1,106) (568)
-------- --------
$ (1,023) (837)
======== ========
Depreciation and amortization:
Agriculture. . . . . . . . . . . . . . . . $ 363 686
Property . . . . . . . . . . . . . . . . . 21 22
Golf . . . . . . . . . . . . . . . . . . . -- 216
Other. . . . . . . . . . . . . . . . . . . -- --
-------- --------
$ 384 924
======== ========
The above information includes the results of operations of the two
Kaanapali Golf Courses for the three months ending March 31, 2001. Total
assets above do not reflect assets relating to the two courses as of
March 31, 2002 and December 31, 2001. The above information also includes
the results of operations of the Waikele Golf Club the three months ending
March 31, 2001; however, total assets above do not reflect assets relating
to the Waikele Golf Club as of March 31, 2002 and December 31, 2001.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(6) TRANSACTIONS WITH AFFILIATES
Due to the filing of the Reorganization Case, the Company does not
expect to pay the Qualified Allowance (as defined in the Indenture) that
could, under certain circumstances, become payable to JMB Realty
Corporation ("JMB"), an affiliate of the Company, under the Indenture.
Accordingly, the Company has not accrued any amount for its Qualified
Allowance in the accompanying consolidated financial statements. For 2001,
JMB has agreed that the Qualified Allowance shall in no event exceed
$5,000. As the Fair Market Value was not determined as of December 31,
2000, no Qualified Allowance was considered to result for 2001. However,
the Company continues to receive and pay for services from JMB under a
service agreement by which JMB provides certain advisory and administrative
services.
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 three
months ended March 31, 2002 and 2001 was approximately $461 and $264,
respectively, of which $228 was unpaid as of March 31, 2002. All amounts
described above, deferred or currently payable, do not bear interest and
are expected to be paid in future periods. In addition, as of March 31,
2002, 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 3). 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 March 31, 2002.
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 three months ended March 31, 2002 and 2001 was
approximately $32 and $118, respectively, and were generally paid by the
Company's third party insurance carriers out of premiums received from the
Company for such coverage.
Northbrook and its affiliates allocated certain charges for services
to the Company based upon the estimated level of services for the three
months ended March 31, 2002 and 2001 of approximately $5 and $39,
respectively, of which $327 (including charges from periods prior to
March 31, 2002) was unpaid as of March 31, 2002. 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.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
Under a tax agreement with Northbrook, the Company and its
subsidiaries are responsible for paying their own income taxes on taxable
income generated in 2001 and thereafter. Northbrook has agreed to
contribute the replacement Senior Debt it holds, dated December 29, 2000,
with an outstanding balance of principal and interest of $27,773 on
December 31, 2006, if the new tax agreement remains in effect at that time.
However, due to the filing of the Chapter 11 cases, such note is in default
and Northbrook is entitled to make a claim thereon. The Senior Debt notes
held by Northbrook and its affiliates also require the Company and
subsidiaries to make prepayments amounts on the Senior Debt notes of net
property sale proceeds remaining after providing reserves for anticipated
cash needs for the 12 months following the property sales. As a result of
property sales in 2001, prepayments aggregating $9,500 were made on the
Senior Debt in 2001. (See note 2 for a further description of the Senior
Debt.)
In connection with the restructuring of the Company's Senior Debt held
by Northbrook and its affiliates in December 2000, Northbrook agreed that
it would cause the Northbrook sponsored pension plan to provide early
retirement window benefits that reduced the Company's cash requirements
relative to the shutdown of the remaining sugar plantations on Kauai.
Approximately $5,545 of such benefits were paid by the pension plan in
2000, which were treated as a capital contribution to the Company by
Northbrook. An additional $4,200 of anticipated benefits were reflected as
a liability at December 31, 2000, to be reflected as additional capital
contributions when such benefits were paid by the plan. As of December 31,
2001, an additional $3,222 of such benefits had been paid and therefore
were added to capital during 2001. The remaining $978 is reflected as a
liability at March 31, 2002 in the accompanying financial statements. Such
restructuring also required the Company to reserve $8,000 as restricted
cash for the purpose, among other things, of meeting certain liabilities.
The balance of such restricted cash is $5,955 at March 31, 2002.
Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing.
(7) EMPLOYEE BENEFIT PLANS
The Company participates in retirement benefit plans sponsored and
maintained by Northbrook covering employees of Northbrook and certain of
its affiliates including substantially all of the Company's employees.
These plans provide benefits based primarily on length of service and
compensation levels.
In addition to providing pension benefits, the Company currently
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
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
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. Depending upon the outcome of the
Reorganization Case, the Company expects to continue funding its post-
retirement health care obligations through the end of 2004, and its post-
retirement life insurance benefits until the Company determines to
terminate such benefit program.
The amount reflected as the decrease in the Maintenance of Effort
obligation recognizes that the requirement to maintain an average level of
certain retiree health care benefits expires in 2004. Such obligations are
pursuant to collectively bargained contractual obligations of Lihue
Plantation Company, Limited, Pioneer Mill Company, Limited and Oahu Sugar
Company, Limited. Though the contractual obligation to fund such benefits
for retirees of Puna Sugar Company, Limited has expired, the Company
currently expects to continue such benefits through 2004 to the extent
required to satisfy certain regulatory requirements.
The Company currently amortizes unrecognized gains over the shorter of
ten years or the average life expectancy of the inactive participants since
almost all of the Plans' participants are inactive. The portion of the
unrecognized net actuarial gain represented by the decrease in the
Maintenance of Effort obligation is expected to be amortized over four
years, commencing in 2001. In addition, due to the significant total
amount of unrecognized gain at March 31, 2002, which is included in the
financial statements as a liability, and the disproportionate relationship
between the unrecognized gain and accumulated postretirement benefit
obligation at March 31, 2002, 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.
(8) COMMITMENTS AND CONTINGENCIES
The Company continues to face a severe liquidity shortage that has
ultimately resulted in the filing of the Reorganization Case in February
2002. The Company sold a portion of its North Beach property on Maui in
the fourth quarter of 2000, a parcel on Maui near Lahaina in the first
quarter of 2001, a parcel in Hanamaulu, Kauai also in the first quarter of
2001, additional parcels in Hanamaulu, Kauai in the second quarter of 2001
and additional parcels in Hanamaulu and Lihue on Kauai in the third quarter
of 2001, which provided funds to the Company to help meet its short term
liquidity needs. Some of such funds were used to satisfy Senior Debt
prepayments as demanded by the holders of such Senior Debt. However, the
Company believes that, in the absence of additional land sales, additional
senior debt borrowings from Northbrook or its affiliates would have been
necessary to meet its current COLA related obligations and its short-term
and long-term liquidity needs. As Northbrook and such affiliates are
unwilling to provide additional liquidity to the Company in the absence of
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
an overall restructuring of substantially all of the Company's debt, the
AHI Debtors were forced to seek relief from the Bankruptcy Court in order
to reduce their debt to manageable levels and give themselves the
opportunity to pursue their land development and sales activities in a
manner intended to maximize the value of the Company's remaining land
assets.
On February 27, 2002, AHI and the other Debtors filed separate
petitions for voluntary relief under Chapter 11 of the U.S. Bankruptcy
Code. The other Debtors include FHT, which is a subsidiary of Northbrook
but not a subsidiary of AHI, and the following direct and indirect
subsidiaries of AHI (together with AHI, the "AHI Debtors"), some of which
are Registrants: Amfac Land Company, Limited, Pioneer Mill Company,
Limited, The Lihue Plantation Company, Limited, Kaanapali Estate Coffee,
Inc., KDCW, Inc., Amfac Holdings Corp., Kaanapali Development Corp. and
Waikele Golf Club, Inc. Other subsidiaries and affiliates of AHI,
including for example Oahu Sugar Company, Limited, APIC and APDC, did not
file separate voluntary petitions.
At the time of the filing of the Reorganization Case, AHI had a total
outstanding Senior Debt obligation (principal and accrued interest) to
Northbrook and its affiliates of approximately $188,017 and its outstanding
COLA obligation (principal and accrued interest) totaled approximately
$142,185. Under the Indenture, the Senior Debt held by Northbrook and its
affiliates is senior to the COLAs. Moreover, as described below, the
Senior Debt is supported by mortgages and other security interests on
substantially all of the Company's real property and certain other assets.
These obligations were guaranteed by all of the Company's significant
subsidiaries, including those that are not AHI Debtors in the
Reorganization Case.
The total debt burden evidenced by these obligations alone had proved
unmanageable and was draining the Company of cash needed to pursue its
business plan, including entitling the Company's approximately 4,000
remaining acres "Mauka" of the Kannapali Resort area. During 2002,
additional interest payments on the COLAs are due in the aggregate amount
of approximately $5,500. In addition, substantial amounts of deferred
interest payments under the Senior Debt were also coming due. Because it
was evident that the Debtors would not have the cash resources to satisfy
their respective obligations, let alone to pursue the Company's business
plan, the Reorganization Case was filed in order to give the Debtors the
opportunity to restructure their debt and equity and emerge as a
reorganized group of companies. Thus, as a consequence of the filing, the
interest payment on the COLAs that was due on February 28, 2002 was not
made.
The Debtors and the holders of Senior Debt engaged in extensive
negotiations with the Trustee during the months preceding the filing. Such
negotiations included the Trustee hiring legal counsel and a financial
advisor to perform due diligence concerning the Debtors' assets. Such
negotiations resulted in the agreement of the Trustee and the Debtors on
the framework for a plan. A copy of the notice that the Trustee sent to
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
all holders of COLAs that describe such negotiations was reported by the
Company on a Form 8-K on March 20, 2002. The Debtors have filed their
proposed Plan and supporting Disclosure Statement with the Bankruptcy Court
on April 23, 2002, and filed a restated Plan and Disclosure Statement on
May 10, 2002. Following approval of the Disclosure Statement, the holders
of COLAs (among other classes of interested parties) will have the
opportunity to vote on the Plan. The Plan and Disclosure Statement, as
amended, if and when approved by the Bankruptcy Court, will govern the
reorganization of the Debtors.
In the meantime, the filing of the Reorganization Case has stayed all
pending litigation against the Debtors. Though the Bankruptcy Court has
entered certain orders at the request of the Debtors that will permit them
to pay certain "pre-petition" amounts and otherwise operate at their
discretion in the ordinary course of business, the Debtors intend to
carefully review all of their options in that regard. The Debtors continue
to operate their business after the filings in the ordinary course, subject
to the jurisdiction of the Bankruptcy Court and the requirements of the
Bankruptcy Court and the rules thereunder.
In the third quarter of 2000, management announced the shutdown of its
remaining sugar plantations on Kauai. The decision was made as a result of
significant losses incurred during 2000, and the expectation that such
losses would continue for the foreseeable future. The losses resulted from
a significant drop in the domestic price of raw sugar and lower sugar
yields, together with labor costs that were significantly in excess of
those borne by other non-Hawaiian sugar producers supplying the domestic
market. The Company completed its final harvest of sugar cane in November
2000. As a consequence of the shutdown, the Company incurred significant
employee and other closing costs in 2000 and 2001. The Company sold
certain of its field and mill equipment associated with the closed
facilities during 2001 and the first quarter of 2002, but due to the age
and condition of the equipment, the forced nature of the sale and
significant transaction costs, the Company did not obtain significant net
proceeds from such sales.
In the third quarter of 2001, management announced its intention to
discontinue coffee farming activities based upon the Company's prior
financial losses (which were expected to continue for the foreseeable
future), high production costs and current economic uncertainties including
record-low commodity coffee prices. Such events have entailed employee and
closing costs similar to, though not as substantial as, those connected
with the shutdown of the Company's sugar operations.
The Company faces large contingent cash expenditures of (i) the cost
of the litigation and environmental matters described below and (ii) the
cost of environmental clean up relating to the land and mill sites
associated with Oahu, Kekaha, Lihue and Pioneer Mill plantations and
buildings which could be significant but are presently not determinable.
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. However, some of such matters have
been stayed by the filing of the Reorganization and others are likely to be
reduced in the event that the Plan is approved by the Bankruptcy Court.
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
As a consequence of the shutdown of the Company's sugar operations on
Kauai, Gay & Robinson, Inc. ("G&R") is the sole remaining sugar grower on
the island. In April 2001, the Company entered into a series of Agreements
with G&R, and Hawaii Sugar and Transportation Cooperative ("HSTC"), of
which G&R is a member, whereby (1) G&R would sell and deliver bagasse (a
sugar byproduct) to the Company (as available) for the Company to burn to
generate electric power at the Lihue Plantation power plant, as required by
the Company's power purchase agreement with Kauai Electric (the "PPA"), (2)
the Company would store the raw sugar and molasses produced by G&R and sold
to HSTC in the Company's storage facility in Lihue, subject to a contract
with HSTC and a guaranty of such contract and indemnification by G&R, and
(3) the Company would grant G&R an option to purchase the storage facility
at fair market value, so long as the option was exercised before July 31,
2001. G&R provided the Company with notice that it intended to exercise
the option, which triggered an arbitration process that resulted in a sale
price for the facility of $2,300. The sale of the storage facility closed
in October 2001. As a result of the sale, a $2,300 payment was made by
AHI, during October 2001, on the note payable to Northbrook and secured by
AHI's interest in the North Beach property (see note 2).
As reflected in the Company's March 31, 2002, balance sheet,
approximately $186,355 of Senior Debt owed to affiliates of the Company is
categorized as a current liability. The classification as a current
liability results from defaults that occurred under such Senior Debt due to
actions taken by ERS to realize upon indebtedness owed to it by the Company
and APIC, and due to the adverse verdict in the Oahu Sugar V. Arakaki and
Swift lawsuit described under Part II. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties had agreed that the
defaults described above would continue but that the Senior Debt holders
would not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment, or attempts
to exercise certain remedies, against the Company, or unless necessary to
protect the holders' superior rights under the Senior Debt against the
plaintiffs in the Swift/Arakaki lawsuit. It is anticipated that the claims
of the holders of the Senior Debt will be resolved in the Reorganization
Case as to the Debtors. As to entities that are not Debtors but that are
liable on the Senior Debt, there can be no assurance that the Senior Debt
holders will not pursue their remedies under the Senior Debt, either
because of actions by ERS or the opponents in the Swift/Arakaki lawsuit or
because of additional defaults arising under the Senior Debt.
In 2000, the Company borrowed approximately $5,576 from Northbrook for
purposes of satisfying the Mandatory Base Interest payments related to the
COLAs due in 2000. During 2000, the Company borrowed an additional $4,300
from Northbrook to fund capitalizable property development and agriculture
disbursements. The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required
(i) to be "Senior Indebtedness" (as defined in the Indenture), (ii) to
accrue interest at the rate of prime plus 1%, and (iii) to have principal
and interest fully repayable by February 28, 2001 (see Note 2 for a
description of the amendments to such notes). Moreover, as a condition to
AMFAC HAWAII, LLC
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
the additional Senior Debt loans made by Northbrook and its affiliates
commencing in 1999, the Company agreed to make all of the remaining
unencumbered real and personal property assets of the Company security for
all of the Senior Debt held by Northbrook and its affiliates. All such
Senior Debt, which as of March 31, 2002 had an outstanding balance of
principal and accrued interest of approximately $189,085 is senior in
priority to the COLA's and is guaranteed by each of AHI and its
subsidiaries (except Waikele Golf Club, Inc. due to provisions of the third
party debt owed by that Company prior to its sale of the Waikele Golf Club
in December 2001).
The Company's Property segment had contractual commitments (related to
project costs) of approximately $3,550 as of March 31, 2002. Additional
development expenditures are dependent upon the Company's ability to obtain
financing for such costs and on the timing and extent of property
development and sales.
As of March 31, 2002, certain portions of the Company's land not
currently under development are mortgaged as security for approximately
$618 of performance bonds related to property development.
(9) INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
The amount of temporary differences related to APIC's assets and
liabilities, is reflected in the consolidated financial statements as a
deferred tax liability at 16.67% in the Company's Investment in
unconsolidated entity, at equity.
The statutes of limitations with respect to Northbrook's tax returns
for the years 1998 through 2001 remain open. The Company is a subsidiary
of Northbrook and accordingly is subject to tax liability exposure due to
the several nature of the liability for the payment of taxes for entities
filing consolidated tax returns and will generally be protected for years
through 2000 by Northbrook respecting the tax liabilities for such years
generated by Northbrook and its consolidated affiliates rather than the
Company.
For taxable years commencing in 2001, the Company will be responsible
for paying their own income taxes on taxable income generated in 2001 and
thereafter.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
General
In addition to historical information, this Quarterly Report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act 1995. These statements are based on management's
current expectations about its businesses and the markets in which the
Company operates. Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks, uncertainties or
other factors which may cause actual results, performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Actual operating results may be affected by various factors
including, without limitation, changes in national and Hawaiian economic
conditions, competitive market conditions, uncertainties and costs related
to and the imposition of conditions on receipt of governmental approvals
and costs of material and labor, all of which may cause such actual results
to differ materially from what is expressed or forecast in this report.
Reorganization Case
On February 27, 2002, AHI and the other Debtors filed separate
petitions for voluntary relief under Chapter 11 of the U.S. Bankruptcy
Code. The other Debtors include FHT, which is a subsidiary of Northbrook
but not a subsidiary of AHI and not a guarantor of the COLAs, and the
following direct and indirect subsidiaries of AHI (together with AHI, the
"AHI Debtors"), some of which are Registrants: Amfac Land Company, Limited,
Pioneer Mill Company, Limited, The Lihue Plantation Company, Limited,
Kaanapali Estate Coffee, Inc., KDCW, Inc., Amfac Holdings Corp., Kaanapali
Development Corp. and Waikele Golf Club, Inc. Other subsidiaries and
affiliates of AHI, including for example Oahu Sugar Company, Limited, APIC
and APDC, did not file separate voluntary bankruptcy petitions.
At the time of the filing of the Reorganization Case, AHI had a total
outstanding Senior Debt obligation (principal and accrued interest) to
Northbrook and its affiliates of approximately $188 million and its
outstanding COLA obligation (principal and accrued interest) totaled
approximately $142 million. Under the Indenture, the Senior Debt held by
Northbrook and its affiliates is senior to the COLAs. Moreover, as
described below, the Senior Debt is supported by mortgages and other
security interests on substantially all of the Company's real property and
certain other assets. These obligations were guaranteed by all of the
Company's significant subsidiaries, including those that are not AHI
Debtors in the Reorganization Case.
The total debt burden evidenced by these obligations alone had proved
unmanageable and was draining the Company of cash needed to pursue its
business plan, including entitling the Company's approximately 4,000
remaining acres "Mauka" of the Kannapali Resort area. During 2002,
additional interest payments on the COLAs are due in the aggregate amount
of approximately $5.5 million. In addition, substantial amounts of
deferred interest payments under the Senior Debt were also coming due.
Because it was evident that the Debtors would not have the cash resources
to satisfy their respective obligations, let alone to pursue the Company's
business plan, the Reorganization Case was filed in order to give the
Debtors the opportunity to restructure their debt and equity and emerge as
a reorganized group of companies. Thus, as a consequence of the filing,
the interest payment on the COLAs that was due on February 28, 2002 was not
made.
The Debtors and the holders of Senior Debt engaged in extensive
negotiations with the Trustee during the months preceding the filing. Such
negotiations included the Trustee hiring legal counsel and a financial
advisor to perform due diligence concerning the Debtors' assets. Such
negotiations resulted in the agreement of the Trustee and the Debtors on
the framework for a plan. A copy of the form of notice that the Trustee
sent to all holders of COLAs that describes such negotiations was reported
by the Company on a Form 8-K on March 20, 2002. The Debtors have filed
their proposed Plan and supporting Disclosure Statement with the Bankruptcy
Court on April 23, 2002, and filed a restated Plan and Disclosure Statement
on May 10, 2002. Following approval of the Disclosure Statement, the
holders of COLAs (among other classes of interested parties) will have the
opportunity to vote on the Plan. The Plan and Disclosure Statement, as
amended, if and when approved by the Bankruptcy Court, will govern the
reorganization of the Debtors.
The filing of the Reorganization Case has stayed all pending
litigation against the Debtors. Though the Bankruptcy Court has entered
certain orders at the request of the Debtors that will permit them to pay
certain "pre-petition" amounts and otherwise operate at their discretion in
the ordinary course of business, the Debtors intend to carefully review all
of their options in that regard. The Debtors continue to operate their
business after the filings in the ordinary course, subject to the
jurisdiction of the Bankruptcy Court and the requirements of the Bankruptcy
Court and the rules thereunder.
In the event that the Plan in the Reorganization Case is not confirmed
or sufficient votes accepting the plan are not received and, as a result,
the AHI Debtors are unable to confirm a plan as proposed, the AHI Debtors
will assess the alternatives available to them including (i) seeking to
restructure its capitalization and its obligations to creditors and equity
holders under an alternative plan of reorganization, (ii) a liquidation
under Chapter 11 of the Code or (iii) a conversion of these cases to a
Chapter 7 liquidation proceeding. In addition, the holders of the Senior
Debt have notified the Debtors that they intend to seek to lift the stay
entered by the Bankruptcy Court and foreclose on the assets securing their
debt if the Plan is not confirmed. The inability to promptly confirm the
Plan will delay the AHI Debtors' emergence from bankruptcy and could have a
material adverse affect on the value of the AHI Debtors' business and
assets. There is substantial risk that any alternative restructuring or a
liquidation will result in less favorable treatment of claims and
interests, including those of the COLA holders, than that provided by the
plan.
As a consequence of the Chapter 11 filings, the Company is in the
process of examining its existing contractual relationships to determine
which continuing contracts should be assumed in order to facilitate the
reorganization plan, and which should be rejected to avoid expenses that
would not contribute to (and may hinder) a successful plan. Though it is
anticipated that determinations on most such contracts would occur in
connection with a plan of reorganization, certain lease and contractual
arrangements have been, or are in the process of being, rejected during the
second quarter of 2002, in order to minimize the Company's liability with
respect thereto. A small number of contracts may also be assumed or
renegotiated before this time where deemed particularly important to the
Company's prospects. There can be no assurance concerning the disposition
of any individual contract or the timing thereof.
Significant Liquidity Events During Reporting Period
During the third quarter of 2000, management announced the shutdown of
its remaining sugar plantations on Kauai. The decision was made as a
result of significant losses incurred during 2000, and the expectation that
such losses would continue for the foreseeable future. The losses resulted
primarily from a significant drop in the domestic price of raw sugar and
lower sugar yields, together with labor costs that were significantly in
excess of those borne by other non-Hawaiian sugar producers supplying the
domestic market. The Company completed its final harvest of sugar cane in
November 2000. As a consequence of the shutdown, the Company incurred
significant employee and other closing costs in 2000 and 2001. The Company
sold certain of its field and mill equipment associated with the closed
facilities during 2001 and the first quarter of 2002, but due to the age
and condition of the equipment, the forced nature of the sale and
significant transaction costs, the Company did not obtain significant net
proceeds from such sales.
In the third quarter of 2001, management announced its intentions to
discontinue coffee farming activities based upon the Company's prior
financial losses (which were expected to continue for the foreseeable
future), high production costs and current economic uncertainties including
record-low commodity coffee prices. Such events have entailed employee and
closing costs similar to, though not as substantial, as those connected
with the shutdown of the Company's sugar operations.
As a consequence of the shutdown of the Company's sugar operations on
Kauai, G&R is the sole remaining sugar grower on the island. In April
2001, the Company entered into a series of Agreements with G&R, and Hawaii
Sugar and Transportation Cooperative ("HSTC"), of which G&R is a member,
whereby (1) G&R would sell and deliver bagasse (a sugar byproduct) to the
Company (as available) for the Company to burn to generate electric power
at the Lihue Plantation power plant, as required by the PPA, (2) the
Company would store the raw sugar and molasses produced by G&R and sold to
HSTC in the Company's storage facility in Lihue, subject to a contract with
HSTC and a guaranty of such contract and indemnification by G&R, and (3)
the Company would grant G&R an option to purchase the storage facility at
fair market value, so long as the option was exercised before July 31,
2001. G&R provided the Company with notice that it intended to exercise
the option, which triggered an arbitration process that resulted in a sale
price for the facility of $2.3 million. The sale of the storage facility
closed in October 2001. As a result of the sale, a $2.3 million payment
was made by AHI, in October 2001, on the note payable to Northbrook and
secured by AHI's interest in the North Beach Property (See Note 2).
The Company faces large contingent cash expenditures due to (i) the
cost of the litigation and environmental matters described in Part II.
Item 1. "Legal Proceedings" and (ii) environmental clean up and other
shutdown costs relating to the land and mill sites associated with Oahu,
Kekaha, Lihue and Pioneer Mill plantations and buildings which could be
significant but are presently not determinable. 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.
However, some of such matters have been stayed by the filing of the
Reorganization Case and others are likely to be reduced in the event that
the Plan is approved by the Bankruptcy Court.
As reflected in the Company's March 31, 2002, balance sheet,
approximately $186.4 million of Senior Debt owed to affiliates of the
Company is categorized as a current liability. The classification as a
current liability results from defaults that occurred under such Senior
Debt due to actions taken by ERS to realize upon indebtedness owed to it,
and due to the adverse verdict in the Oahu Sugar V. Arakaki and Swift
lawsuit described under Part II. Item 1. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties had agreed that the
defaults described above would continue but that the Senior Debt holders
would not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment, or attempts
to exercise certain remedies, against the Company, or unless necessary to
protect such holders' superior rights under the Senior Debt against the
plaintiffs in the Swift/Arakaki lawsuit. It is anticipated that the claims
of the holders of the Senior Debt will be resolved in the Reorganization
Case as to the Debtors. As to entities that are not Debtors but that are
liable on the Senior Debt, there can be no assurance that the Senior Debt
holders will not pursue their remedies under the Senior Debt, either
because of actions by ERS or the opponents in the Swift/Arakaki lawsuit or
because of additional defaults arising under the Senior Debt.
The Company sold a parcel on Maui near Lahaina in the first quarter of
2001, a parcel in Hanamaulu, Kauai, also in the first quarter of 2001,
additional parcels in Hanamaulu, Kauai in the second quarter of 2001,
additional parcels in Hanamaulu and Lihue on Kauai in the third quarter of
2001 and the Kauai Sugar Storage facility in Lihue in the fourth quarter of
2001 which provided funds to the Company to help meet its short-term
liquidity needs including mandatory prepayment on Senior Indebtedness.
However, the Company believed that in the absence of additional land and
business sales or financing from third parties (which has generally not
been obtainable), additional Senior Debt borrowings from Northbrook or its
affiliates were necessary to meet its COLA related obligations and long-
term liquidity needs. To the extent land sales did occur in 2001, any
funds received in excess of the Company's short-term needs have been used
to pay down Senior Debt in accordance with the debt restructure completed
in December 2000 (see Note 2). As a result of property sales in 2001,
prepayments were made during the third and fourth quarters of 2001.
However, as costs continued to outstrip revenues and sources of liquidity
were no longer available to the Company given its existing debt burden, the
Debtors determined it was necessary to seek financial relief through the
filing of the Reorganization Case, rather than expend its remaining cash
reserves to satisfy its debt service obligations.
During 2000, the Company borrowed approximately $5.6 million from
Northbrook for the Mandatory Base Interest payments related to the COLAs
due in 2000. During 2000, the Company borrowed an additional $4.3 million
from Northbrook to fund capitalizable property development and agriculture
disbursements. The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required (i)
to be "Senior Indebtedness" (as defined in the Indenture), (ii) to accrue
interest at the rate of prime plus 1%, and (iii) to have principal and
interest fully repayable by February 28, 2001. (See Note 2 for a
description of the outstanding Senior Debt notes.) In October 2001, an
additional $0.2 million was funded. All such Senior Debt, which as of
March 31, 2002 had an outstanding balance of principal and accrued interest
of approximately $189.1 million, is senior in priority to the COLA's and is
guaranteed by each of the Registrants except Waikele Golf Club, Inc.
Prepayment of net property sale proceeds remaining after providing reserves
for anticipated cash needs for the twelve months following the property
sales may be required under the terms of the Senior Debt loans. 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.
During the year ended December 31, 2001, the Company made principal
and interest payments on Amounts Due Affiliates - Senior debt financing
aggregating $22.7 million which includes prepayments required from net
property sale proceeds discussed above.
The Waikele Golf Club had experienced a significant drop in play from
eastbound (primarily, Japanese) tour groups, which depressed rounds played,
average rate and, as a result, net operating income. In addition,
competition from other, both new and existing golf courses on Oahu, and
continuing softness in the Japanese tour group market thwarted the
Company's efforts to market the golf course in an effort to return it to
its previous level of profitability. The Company had refinanced the
Waikele Golf Club in 1997 with a loan facility with the Bank of Hawaii (as
agent for itself and other lenders) in the original principal amount of $25
million. This loan facility had a maturity date of February 2007, an
interest rate of LIBOR plus 2% until the fifth anniversary and LIBOR plus
2.25% thereafter, principal amortization based on a 30-year amortization
period, was secured by substantially all of the assets of Waikele Golf
Club, Inc., was guaranteed by AHI and was "Senior Indebtedness" (as defined
in the Indenture). At that level of indebtedness, it was not anticipated
that the cash flow of the golf course could continue to service the debt.
In an effort to renegotiate the loan, the Company commenced discussions
with the lender during the third quarter of 2001. As a result of such
negotiations, the lenders agreed to sell the loan to the Company, at a
substantial discount, for a purchase price of $13 million and release AHI
from its guarantee obligation. The purchase price approximated the fair
market value of the golf courses at the time. The loan purchase agreement
also gave the Company the option to simply pay off the loan at the
discounted amount. Though the Company had sufficient cash to close the
sale, it was necessary for it to recover such amount promptly in order to
replenish its cash balances to pay its other obligations and pursue its
business plan. Therefore, the Company entered into a sale agreement with a
newly formed subsidiary of Northbrook, whereby such subsidiary agreed to
purchase the golf course from the Company for $13 million. Such
transactions closed in December 2001, at which time the Company paid off
the Bank of Hawaii loan for $13 million immediately prior to the purchase
of the property by such subsidiary. The outstanding balance on the Bank of
Hawaii loan on the closing date was approximately $23.8 million.
In recent years, the Company has funded its significant cash
requirements primarily through Senior Debt borrowings from Northbrook and
its affiliates and from revenues generated by the development and sale of
its properties. Significant short-term cash requirements relate to the
funding of agricultural deficits including shut down costs related to the
Lihue and Kekaha sugar plantations, interest expenses and overhead
expenses. At March 31, 2002, the Company had unrestricted cash and cash
equivalents of approximately $5.9 million.
Though the Company continues to operate in the ordinary course of
business, the filing of the Reorganization Case in February 2002 likely
means that the debt and equity structures of the Debtors in such case will
either be reorganized pursuant to a plan approved by the Bankruptcy Court
or the Debtors will be liquidated. It is further likely that if a plan is
not approved, the holders of the Senior Debt will attempt to foreclose on
their security. In the event of a liquidation, the proceeds of such
liquidation will not be sufficient to satisfy the Debtors' existing
obligations, and may result in no recovery for the Company's unsecured
creditors with claims as of the filing date, including, without limitation
the holders of COLAs. Reference is made to the discussion of the
Reorganization Case included above and to the Debtors' Amended and Restated
Plan and Disclosure Statement filed with the Bankruptcy Court on May 10,
2002, which are included as Exhibits to this quarterly report. A hearing
to approve the Disclosure Statement has been scheduled for June 5, 2002.
As of the date of this report, no hearing has been scheduled for approval
of the Plan.
The Company's remaining land holdings on Maui 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 intends to continue to
market certain parcels to generate cash to implement its longer term
Kaanapali 2020 development plans, if the Plan is approved by the Bankruptcy
Court.
Management is exploring the possible sale of parcels on Maui and Oahu
with prospects that the Company has identified. From time to time certain
of the Company's lands are under contract for sale. However, the contracts
typically have due diligence investigation periods which allow the
prospective purchasers to terminate the agreements. There can be no
assurance that any signed contracts for sale will in fact close under the
original terms and conditions or any other terms or that the Company will
be successful in selling the land at an acceptable price.
During 2001, the Company generated approximately $44.0 million from
the sales of approximately 19,000 acres on Kauai for $28.5 million, 5,540
acres on Maui for $15.3 million and certain other parcels which aggregate
$.2 million.
The Company implemented certain cost savings measures and deferred
certain development costs and capital expenditures for longer-term projects
during the past few years. Nevertheless, the Company's Property segment
expended approximately $3.5 million in project costs during 2001 and
anticipates spending approximately $4.5 million in project costs during
2002. As of March 31, 2002, contractual commitments related to project
costs totaled approximately $3.6 million. However, the Company also had
previously made a number of commitments to fund certain infrastructure
costs relating to the future construction of a new Lahaina/Kaanapali bypass
highway on Maui, that could require additional significant expenditures in
the longer term should such highway be built (see discussion of Maui
Infrastructure Costs below).
APDC, a wholly-owned subsidiary of the Company, obtained a $10 million
loan facility from City Bank, secured by a mortgage on property under
development at the Oahu Sugar mill-site, and is "Senior Indebtedness" (as
defined in the Indenture). The loan as extended has been paid down to a
balance of $3 million, bore interest at the bank's base rate plus 1.25% and
matured on December 1, 2000. In January 2001, APDC reached an agreement
with the Bank for an extension until December 1, 2001 with a principal
payment of $.150 million upon execution of the agreement. On December 1,
2001, APDC reached an agreement with the bank for an additional extension
until March 1, 2002. APDC is continuing talks with the bank for a further
extension and renegotiation of the loan. The extended loan bears interest
at the bank's base rate (4.75% at March 31, 2002) plus 2%. APDC does not
have the funds necessary to pay the remaining balance of the loan without
sale of the remaining millsite land. If such loan cannot be further
extended, it would likely result in APDC no longer having an ownership
interest in the property.
Northbrook also holds a note in the original principal amount of
$9,600, dated September 30, 1998, originally made by TPI and subsequently
purchased from TPI by an affiliate of Northbrook. The note is secured by a
mortgage on the Company's 50% ownership interest in the 96-acre beachfront
parcel (commonly referred to as Kaanapali North Beach the "Property") and
is "Senior Indebtedness" (as defined in the Indenture). The note was
payable in five annual installments in the principal amount of $1,920
beginning in September 1999. The note bore interest of 8.5% and was
payable quarterly. The note was subsequently amended to require quarterly
interest payments beginning March 31, 2001 with principal payable on
demand; provided, that if no demand is previously made, the amendment
contains two scheduled principal payments of $2,730 each in September of
2002 and 2003. In October 2001, Northbrook purchased the note from its
affiliate for the then outstanding
balance of principal and accrued interest aggregating approximately $5,500
and also demanded a principal payment of $2,300 which was paid the Company
in October 2001. The note remains secured by AHI's 50% undivided interest
in the Property with such entire property also mortgaged as security for
the other Senior Debt.
Under a tax agreement with Northbrook, the Company and its
subsidiaries are responsible for paying their own income taxes on taxable
income generated in 2001 and thereafter. Northbrook has agreed to
contribute the replacement Senior Debt it holds, dated December 29, 2000,
with an outstanding balance of principal and interest of $27,773 on
December 31, 2006, if the new tax agreement remains in effect at that time.
However, due to the filing of the Chapter 11 cases, such note is in default
and Northbrook is entitled to make a claim thereon. The Senior Debt notes
held by Northbrook and its affiliates also require the Company and
subsidiaries to make prepayments amounts on the Senior Debt notes of net
property sale proceeds remaining after providing reserves for anticipated
cash needs for the 12 months following the property sales. As a result of
property sales in 2001, prepayments aggregating $9,500 were made on the
Senior Debt in 2001. (See note 2 for a further description of the Senior
Debt.)
In connection with the restructuring of the Company's Senior Debt held
by Northbrook and its affiliates in December 2000, Northbrook agreed that
it would cause the Northbrook sponsored pension plan to provide early
retirement window benefits that reduced the Company's cash requirements
relative to the shutdown of the remaining sugar plantations on Kauai.
Approximately $5.5 million of such benefits were paid by the pension plan
in 2000, which were treated as a capital contribution to the Company by
Northbrook. An additional $4.2 million of anticipated benefits were
reflected as a liability at December 31, 2000 and will be reflected as
additional capital contributions when such benefits are paid by the plan.
As of December 31, 2001, an additional $3.2 million of such benefits had
been paid and therefore were added to capital during 2001. The remaining
$1 million is reflected as a liability at December 31, 2001 in the
accompanying financial statements. The Restructuring Agreement also
required the Company to reserve $8 million as restricted cash for the
purpose, among other things, of meeting certain liabilities. The balance
of such restricted cash is $6.0 million at March 31, 2002.
During the first three months of 2002, cash decreased $4.1 million
from December 31, 2001. Net cash was used by operating activities of $2.1
million, investing activities of $2.0 million and financing activities of
$.008 million.
During the first three months of 2002, net cash used in operating
activities was $2.1 million, compared to $12 million provided by operating
activities for the first three months of 2001. The $14.1 million increase
in cash used in operating activities was primarily due to a decrease in
inventory of $18.8 million for the three months ended March 31, 2001
compared to $.7 million for the three months ended March 31, 2002, offset
in part by an aggregate use of cash of $4.8 million from changes in Prepaid
expenses, Accounts payable and Accrued expenses for the three months ended
March 31, 2001, compared to an aggregate use of $.09 million for the three
months ended March 31, 2002.
During the three months ended March 31, 2002, cash used in investing
activities was $2 million compared to $.6 million used during the first
three months of 2001. The $1.4 million increase in the use of cash is due
primarily to the increase in Other Assets of $1.5 million for the first
three months of 2002 compared to $.5 million for the first three months of
2001 primarily due to deposits made for professional services in connection
with the Company's Reorganization Case for the three months ended March 31,
2002.
During the first three months of 2002, cash used in financing
activities was $.008 million compared to $10.8 million for the first three
months of 2001. The $10.8 million decrease in cash used in financing
activities is primarily due to the use of cash of $10.6 million in
principal and interest payments related to certain Amount Due to Affiliates
- - Senior Debt during the first three months of 2001.
COLA Related Obligations
The Company decided to forego contracting for independent appraisals
to determine the appraised value of substantially all of its assets as of
December 31, 2000. Not obtaining appraisals, with the resultant inability
to provide an Officers' Certificate determining the Value Maintenance
Ratio, could be an Event of Default, as defined by the Indenture. The
Company received a Notice of Default on June 1, 2001 from the Trustee
regarding the Company's non-delivery of the appraisals and Value
Maintenance Ratio. On October 18, 2001, the Trustee notified the Company
that it had failed to cure the Default described in the June 1, 2001 notice
and that an Event of Default exists. The notice acknowledged that the
Company intended to propose a restructuring of the COLAs subject to
resolution of defaults under the ERS loan. The Trustee indicated that it
expected to participate in the review and discussion of the terms of any
proposed restructuring and would be in contact with the Company regarding
due diligence relating to such review.
Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing. The total amount due Northbrook and its subsidiaries for Senior
Debt financing as of March 31, 2002 was $189.1 million, which includes
accrued and deferred interest to affiliates on senior debt of approximately
$49.1 million. Under the terms of the Indenture, the amounts borrowed from
Northbrook or its affiliates are "Senior Indebtedness" to the COLAs.
The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt, including, without
limitation (i) the failure of the Company to make quarterly interest
payments on the loan from the ERS related to their $66 million loan secured
by the Royal Kaanapali Golf Courses; and (ii) the entry of, and failure of
the Company to satisfy or otherwise stay, the judgment rendered against the
Company in Oahu Sugar Company, Limited v. Walter Arakaki and Steve Swift
(see Part II. Item 1. Legal Proceedings, below). It is anticipated that
the claims of the holders of the Senior Debt will be resolved in the
Reorganization Case as to the Debtors. As to entities that are not Debtors
but that are liable on the Senior Debt, there can be no assurance that the
Senior Debt holders will not pursue their remedies under the Senior Debt,
either because of actions by ERS or the opponents in the Swift/Arakaki
lawsuit or because of additional defaults arising under the Senior Debt.
RESULTS OF OPERATIONS
AGRICULTURE SEGMENT:
The Company's Agriculture segment remains responsible for activities
related primarily to the cultivation and sale of seed corn under a contract
with a third party. During 2001, Agriculture's revenues were primarily
derived from the Company's coffee operations. The Company shut down its
coffee farming activities in the third quarter of 2001. The Company
continues to market coffee products on a wholesale basis to sell existing
inventories.
Agriculture revenues and cost of sales decreased for the three months
ended March 31, 2002 as compared to the three months ended March 31, 2001
due to the winding down of the Company's remaining sugar operations on
Kauai which completed its final harvest in November 2000.
During the first three months of 2002 and 2001, agriculture revenues
were $.7 million and $2.6 million, respectively. Revenues for the first
three months of 2001 included proceeds related to Kauai's former sugar
operations, as the Company sold its remaining inventories.
Agriculture cost of sales decreased to ($.7) million for the three
months ended March 31, 2002 compared to $.7 million for the three months
ended March 31, 2001, primarily due to costs related to the winding down of
former Kauai sugar operations which are included in cost of sales for 2001.
Agriculture operating expenses, consisting primarily of depreciation
expense, decreased to $.5 million for the first three months ended March
31, 2002 compared to $.8 million for the first three months ended March 31,
2001.
As a result of the above decreases, operating income decreased
slightly to $.9 million for the three months ended March 31, 2002 compared
to $1.0 million for the three months ended March 31, 2001.
GOLF SEGMENT:
The Company's golf segment had been responsible for the management and
operation of the two Kaanapali Golf Courses in Kaanapali, Maui and the
Waikele Golf Club on Oahu (prior to its sale). The Company owns only an
approximately 17% interest in APIC, and thus, as of March 31, 2002 and
December 31, 2001 has a minority interest investment in the Kaanapali Golf
Courses and therefore, was accounted for on the equity method. A receiver
was appointed to assume responsibility for the operation of the two
Kaanapali Golf Courses on March 19, 2002. In December of 2001, the Company
sold the Waikele Golf Club to an affiliate of Northbrook. (Reference is
made to Note 4.)
PROPERTY SEGMENT:
The Company's Property segment is responsible for land planning and
development activities; obtaining land use, zoning and other governmental
approvals; selling or financing developed and undeveloped land parcels.
Revenues decreased to $.9 million during the three months ended
March 31, 2002 from $19.3 million during the three months ended March 31,
2001. Land sales included revenues for the three months ended March 31,
2001 of approximately $18.7 million primarily from the sale of
approximately 5,500 acres on Maui. There were no land sales during the
first three months of 2002.
During the three months ended March 31, 2002, property cost of sales
were $.2 million as compared to $19.4 million for the three months ended
March 31, 2001. The decrease in costs was due primarily to the decrease in
land sales (as discussed above).
Property sales and cost of sales decreased for the three months ended
March 31, 2002 as compared to the three months ended March 31, 2001 due to
a decrease in land sales. Operating loss decreased to $.8 million during
the three months ended March 31, 2002 compared to $1.3 million for the
three months ended March 31, 2001.
(a) OAHU.
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. (Reference is made to Note 4.)
(b) MAUI.
As of March 31, 2002, the Company owns approximately 4,900 acres of
land on the island of Maui, most of which are classified as agricultural
land and conservation land 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 January 2001, the Company sold approximately 5,500 acres of
agricultural and conservation land in Launiupoko for $14.5 million and
generated an additional $.8 million from various other sales during 2001.
The Company has determined that the focus of its future development
efforts should be on its Kaanapali 2020 land holdings (approximately 4,400
acres) on Maui. The Debtors in the Reorganization Case intend to propose a
Plan of Reorganization that will restructure the Company's debt and equity
in a manner by which the Debtors hope to enhance the value of such land
holdings by giving the Company sufficient liquidity to pursue necessary
entitlements for the property. (See also discussion of the Reorganization
Case in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations"). 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. Though there are
substantial risks to the development of these lands, the Company believes
that if it can obtain the entitlements it needs the value of the property
could be significantly enhanced, which would permit the Company's planned
reorganization to succeed.
In 1999, the Company began a new approach to planning for its
Kaanapali lands referred to as community based planning or CBP. The
Company 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 has been used successfully in several communities on the
mainland such as in the Weston, Florida development being completed by an
affiliate of Northbrook. 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. (See also
discussion of land sales in "Management Discussion and Analysis of
Financial Condition and Results of Operations - General".)
The properties located in the Kaanapali/Honokowai area that are
currently owned by the Company are described in greater detail below.
While most are intended to be included as part of the Kaanapali 2020 Plan,
some will be marketed for sale to raise cash needed to pursue the Kaanapali
2020 entitlements.
KAANAPALI GOLF ESTATES. The Company has a non-binding contract to
sell Parcel 22/23, the remaining bulk parcel at Kaanapali Golf Estates
("KGE"), a residential community that is part of the Kaanapali Beach Resort
in West Maui. The sale is subject to the purchaser's completing its due
diligence review of the parcel. There can be no assurance that such sale
will be completed.
NORTH BEACH. In December 2000, the Company sold (to a timeshare
company) the 14-acre site known as Lot 1 at Kaanapali North Beach for a
gross selling price of $19.5 million. In addition, the timeshare company
received a five-year option to purchase Lot 2 at Kaanapali North Beach.
The option purchase price is based on the number of units entitled at the
time of closing (if an exercise of the option were to take place). If the
option is exercised, the Company currently expects the purchase price to be
in the range of $9.0 million. The remaining three North Beach lots
(including Lot 2) total approximately 82 acres. Under an agreement that
preceded the sale to the timeshare company, the Company was required to
begin construction of improvements for a 13-acre public park at Wainee,
Maui. The improvements are substantially complete. The park land and
improvements have been dedicated to the County of Maui. The Company is
currently examining its options respecting the Lot 2 option relative to the
Reorganization Case. Additionally, Lot 4 of Kaanapali North Beach is
currently listed for sale.
The Company's remaining North Beach properties are subject to a
mortgage held by Northbrook securing a loan with the outstanding principal
and accrued interest aggregating approximately $3.2 million, as well as
another mortgage securing the remaining Senior Debt held by Northbrook and
its affiliates. For a further description of such loans, see Note 2.
MAUI INFRASTRUCTURE COSTS. In connection with certain of the
Company's land use approvals on Maui, the Company had agreed to provide
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 March 31, 2002) toward the design of the highway. Due to lengthy
delays by the State in the planned start date for the bypass highway, the
Company funded approximately $1.2 million for the engineering and design of
the widening of the existing highway through the Kaanapali Beach Resort.
The Company believes this $1.2 million will be credited against the $3.5
million commitment discussed above. The Company 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 would not be completed until the
year 2007 or later, if ever. The Company is currently examining its
options respecting these agreements relative to the Reorganization Case.
The Company also reached an agreement with Maui County pursuant to
which the Company has conveyed a parcel of land, in Lahaina, the Pioneer
Mill office site and five acres of agricultural land, in satisfaction of
employee housing requirements affecting lot 1 of North Beach Makai and
affordable housing requirements affecting Kaanapali Golf Estates parcels.
(c) KAUAI.
In March 2001, the Company sold approximately 460 acres of
agricultural lands on Kauai for approximately $3.5 million.
In July 2001, the Company sold approximately 18,500 acres of land in
Kauai for approximately $25.0 million, the vast majority of which was
classified and zoned, by the State of Hawaii and the County of Kauai
respectively, as agricultural and conservation lands. There were large
contiguous parcels which comprised the bulk of these Kauai land holdings,
located in Lihue/Hanamaulu on the eastern side of Kauai. As of the date of
this report, the Company owns only approximately 70 acres of land in Kauai.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Material legal proceedings of the Company are described below. In
proceedings where a Debtor is a defendant, such proceedings have been
stayed as against such Debtor by the filing of the Reorganization Case.
Proceedings against subsidiaries or affiliates of AHI that are not Debtors
may proceed.
APIC is the primary borrower under a $66 million loan made by the ERS
in 1991. The loan, which has a current balance of approximately $75
million, is secured by the RKGC (and certain adjacent lands).
Substantially all of APIC's assets consist of the property that is security
for the loan. The loan matured in June 2001 and has not been extended,
despite efforts of the borrowers to obtain such an extension as described
below.
Due to insufficient cash flow generated by the RKGC and because of
disagreements with the lender over, among other things, lender's failure
(i) to consent to a grant of required easements in order for the Company to
develop and market its adjoining properties and (ii) to release adjacent
lands that are not related to the golf course operations from the mortgage,
as required under the loan documents, the Company did not pay the required
interest payments due in 2000 on the loan secured by these golf courses.
ERS then issued a default notice and instituted a foreclosure action in
August 2000 (Employees' Retirement System of the State of Hawaii v.
Amfac/JMB Hawaii, L.L.C., et. al., Civil No. 00-1-2597-08, First Circuit
Court, State of Hawaii). Pursuant to an agreement between the lender and
the borrowers, the borrowers paid approximately $3.8 million in September
2000 to the ERS for a portion of the past due interest amounts and the ERS
agreed to temporarily suspend its action to realize upon its security while
the parties attempted to negotiate a definitive agreement to extend the
loan beyond its June 30, 2001 maturity date. Efforts of the borrowers to
negotiate such an agreement broke down in December 2001, only after
Northbrook (an affiliate of APIC that had no obligations under the loan)
had funded certain minimum interest payments (together with the ERS' legal
fees and other related costs). In January 2002, ERS recommenced its
foreclosure action, which the borrowers are contesting. The borrowers have
also brought counterclaims against ERS relative to the lender's defaults
described above, which defaults have caused the Company substantial damages
relating to its efforts to sell either the unrelated parcels that the ERS
refused to release from the mortgage or other land parcels that required
easements and other rights to which the ERS was required to consent.
The borrowers' counterclaims against the ERS in such litigation
assert, among other things, that because of the refusal of the ERS to
perform in accordance with the loan documents and grant the required
consents and releases, dating back to the inception of the loan, the
Company suffered damages over time relating to various development projects
and sale transactions that the Company consummated or attempted to
consummate since 1991. Also alleged is that these refusals and the
interference of the ERS with the Company's legitimate development efforts
was intended by ERS to give the ERS leverage over the Company's development
and land sale activities to the benefit of ERS, not to protect the ERS'
bargained for security for its loan on the RKGC. Some projects were
substantially delayed by the ERS' defaults and significant land sales were
either substantially delayed or failed altogether. Income from sales was
also adversely affected in addition to the expenses of development caused
by the ERS' delays and refusals. In addition, the Company suffered
significant damages relative to the costs of attorneys and other
professionals that the Company was forced to pay (including those of ERS'
attorneys and professionals) in its failed attempt to obtain the consents
and releases. Failure to obtain the necessary easements promised by ERS
could subject the Company to damages claims from landowners on parcels
previously sold by the Company and, particularly, could significantly
negatively impact the value and marketability of its remaining land parcels
in Kaanapali Golf Estates, which requires such easements for access and to
ensure that the parcel enjoys necessary water and drainage rights. As a
consequence of the ERS' actions, the borrowers' counterclaims allege, among
other things, that the ERS breached its duties under the contract, breached
the ERS' implied covenant of good faith and fair dealing, fraudulently
induced the borrowers to enter into the loan, acted in a fraudulent manner
respecting its fiduciary relationship with the borrowers and/or acted in
bad faith. The counterclaim seeks, among other things, damages, attorneys'
fees and costs, and an order directing the ERS to provide the releases and
consents required by the loan documents. There can be no assurance that
defendants will prevail in the counterclaim or in the defense of ERS's
attempt to realize on its security. On March 19, 2002, the court entered
an order appointing a receiver for the property that is security for the
loan, as well as for the golf course operations related thereto. The
receiver has taken over the golf course operations from APIC and hired most
of APIC's former employees. APIC's former employees are seeking from APIC
payment of severance and certain benefits, among other things. APIC is in
negotiations over this matter.
The borrowers are currently engaged in settlement discussions with the
ERS. There is a substantial likelihood that any such settlement will
nevertheless result in a transfer of title to the RKGC to the ERS on terms
acceptable to the borrowers. There can be no assurance as to the outcome
of such litigation or any settlement negotiations.
On October 31, 2001, Amfac/JMB Hawaii, LLC was named in a lawsuit
entitled Lloyd Akiona, et al. v. Amfac/JMB Hawaii, LLC and AquaSource,
Inc., Civil No. 01-1-05979, filed in the Circuit Court of the Second
Circuit, State of Hawaii. Defendant Amfac/JMB Hawaii, LLC has removed the
case to federal court. In this action, six plaintiffs collectively seek
approximately $191 in severance payments they allege they were entitled to
as a result of the sale of the stock of Kaanapali Water Corporation to
AquaSource, Inc. in March 1999. Plaintiffs seek damages, interest,
attorneys' fees, and costs. Defendant believes it has substantial defenses
and intends to vigorously defend itself.
On February 1, 2002, Transcend, Inc. filed a lawsuit entitled
Transcend, Inc. v. Amfac/JMB Hawaii, Inc., et. al., Civ. No. 02-1-0287-02
in the First Circuit Court, State of Hawaii. Plaintiff alleges that it
purchased six cane haul trucks and that defendant entities failed to make
delivery. In this four count complaint for breach of contract, quantum
meruit, conversion and trespass, plaintiff seeks general, special, and
punitive damages. Plaintiff includes a monetary demand for $786 in the
first count of the complaint, as well as a request for attorneys' fees,
costs, and further unspecified relief. Plaintiff names Amfac/JMB Hawaii,
Inc. and Amfac Sugar Kauai as defendants, among others. Defendants have
filed an answer denying the substantive allegations of the complaint.
Defendants believe that they have meritorious defenses.
On July 19, 2001, The Gutman Realty Company filed a lawsuit entitled
Gutman Realty Company v. Amfac Property Investment Co., Civ. No. 01-1-
0392(3), in the Second Circuit Court, State of Hawaii. In the suit,
plaintiff allegedly seeks to recover unpaid rent for premises located at
2350 Kekaa Drive, Lahaina, Maui. The complaint alleges that the unpaid
rent as of July 13, 2001 was $349 and seeks recovery of that amount with
interest, any future rents owing from that date forward, reasonable
attorneys' fees, interest, costs, and any further relief that the court
might deem just and proper. On October 9, 2001, APIC filed its answer
denying the substantive allegations of the complaint and/or seeking an
offset for any rents deemed to be lawfully owing and a counterclaim for
unpaid management fees and reimbursements arising out of the relationship
between the parties. APIC intends to vigorously defend itself in this
matter, but no assurances can be given that it or the Company will not
incur liability in connection with this case.
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 affirmative
defenses. In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar. In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment. In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.
Oahu Sugar's declaratory relief claim was settled in advance of trial.
Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims. The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict. On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2.6 million in damages on their counterclaim. On March 2,
2000, the trial court entered a judgment against Oahu Sugar for the $2.6
million in damages awarded by the jury. In addition, the trial court
awarded counterclaimants $751,000 in attorneys' fees, $28,000 in costs and
$866,000 in prejudgment interest. Oahu Sugar's post trial motions for
judgment as a matter of law and for a new trial were denied. Oahu Sugar
filed a notice of appeal. The defendants began efforts to collect the
amounts awarded to them. Defendants caused garnishee summons to be issued
to various affiliated and unaffiliated entities. The defendants scheduled
a debtor's examination for August 23, 2000 which was not concluded. The
Hawaii Supreme Court scheduled the case for an appellate conference and
mediation that was unsuccessful. Then, on January 3, 2001, the Hawaii
Supreme Court entered an order dismissing the appeal. The Supreme Court
held that it lacked jurisdiction over the appeal because the judgment
entered on March 2, 2000 was legally defective in that it did not identify
the claim for which judgment was entered or dismiss all of the other claims
and counterclaims of the parties. In light of the order of the Hawaii
Supreme Court, the parties filed legal briefs before the trial court to
have the court determine, among other things, whether a corrected judgment
consistent with the jury verdict may be entered as of March 2, 2000 or a
new judgment order is required. After hearing the arguments of the
parties, on March 19, 2001, the trial court ruled that it would not enter a
corrected judgment as of March 2, 2000 and that a new judgment order will
be required. On April 12, 2001, the court entered the new judgment order
on the counterclaims providing for the payment of approximately $2.6
million in damages, $730,000 in attorneys' fees, $28,000 in costs, $867,000
in prejudgment interest, and additional prejudgment interest from
January 20, 2000 through April 12, 2001. From and after entry of the
order, post-judgment interest will accrue on the unpaid balance at the
statutory rate of ten percent per annum until paid in full. Oahu Sugar is
pursuing an appeal and the opposing side has filed a cross appeal seeking
further relief on any potential retrial of the matter. The case is fully
briefed and awaits a decision by the Hawaii Supreme Court. Oahu Sugar
continues to believe that it is entitled to affirmative relief on its
complaint and that it has meritorious defenses to the counterclaim that it
has pursued on appeal. The Company, however, can provide no assurances
that it will be successful in obtaining affirmative relief or overturning
the verdict against Oahu Sugar. This verdict, if upheld, could have a
material adverse effect on the Oahu Sugar's financial condition.
On or about December 15, 2000, Oahu Sugar and APDC, among others, were
named in a lawsuit entitled Walter Arakaki and Steve Swift v. Oahu Sugar
Company, Limited et al., Civil No. 00-1-3817-12, and filed in the Circuit
Court of the First Circuit of Hawaii. In the complaint, as amended,
plaintiffs seek a declaration that certain conveyances of real estate made
by Oahu Sugar or APDC, since December 1996, were allegedly fraudulent
transfers made in violation of the common law, the Hawaii fraudulent
transfer act, and rights which they claim arose in connection with the
claims they filed in Oahu Sugar v. Walter Arakaki and Steve Swift, Case No.
96-3880-09, discussed above (hereinafter, "underlying matter"). Plaintiffs
seek, among other things, injunctive and declaratory relief, compensatory
damages, punitive damages, orders of attachment against sales proceeds,
voidance of certain transfers, foreclosure and other remedies in connection
with various transfers of real estate made by Oahu Sugar to APDC, the Young
Men's Christian Association of Honolulu ("YMCA"), and the Filipino
Community Center, Inc. ("FCC"), among others, all over the years 1996-2000.
The YMCA and FCC have also been named defendants in this action and have
filed cross-claims for relief against Oahu Sugar and APDC for alleged
breach of warranty of title, indemnity and contribution in connection with
their respective transactions, and seeking, among other things, damages,
attorneys' fees, costs, and prejudgment interest. Oahu Sugar and APDC have
filed answers to the complaint, as amended, and the cross-claims. On
May 3, 2001, plaintiffs filed an amended complaint dropping the remedy of
foreclosure in connection with certain property transferred to the YMCA and
adding various allegations including, without limitation, allegations
regarding the final judgment entered in the underlying manner. The case is
proceeding and the plaintiffs are currently scheduled to file a pretrial
statement in September 2002. Oahu Sugar and APDC believe they have
meritorious defenses and intend to pursue their defenses vigorously.
However, there can be no assurances that this case, when once adjudicated,
will not have a material adverse effect on the financial condition of Oahu
Sugar or APDC.
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). This multiple plaintiff toxic tort case named Oahu Sugar and a
number of additional defendants including several large chemical, petroleum
and agricultural companies. In March 2000, Oahu Sugar Company was
dismissed without prejudice.
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. The plaintiff asserted several causes of action including actions
for (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 alleged 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 sought 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. Two of the
other defendants, Clinton Churchill and David Heenan, as trustees under the
will and estate of James Campbell ("Campbell Estate"), filed a third party
complaint, as amended, seeking indemnity and contribution from Oahu Sugar
arising from, among other things, a lease between Oahu Sugar and Campbell
Estate concerning the land which is allegedly contaminated. The Campbell
Estate also filed a third party complaint, as amended, against Northbrook
Corporation ("Northbrook") seeking a defense and indemnity.
On September 30, 1999, Oahu Sugar was named in a related 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.
These related City and County of Honolulu cases were settled in
September 2001 with releases being exchanged by and between the parties.
The settlement was funded in large part by one of Oahu Sugar's insurers.
On May 10, 2000, Oahu Sugar was named in a civil action entitled,
Albert and Marciana Kalaikai v. Oahu Sugar, et. al., pending in the Circuit
Court of the First Circuit, State of Hawaii, Civil No. 00-1-1497-05.
Pioneer Mill Company was named in this suit, but was not served. In this
case, plaintiffs seek damages for alleged asbestos related injuries
sustained, among other things, from exposure to asbestos-containing
products over the course of in excess of forty years and at numerous
locations including the Oahu Sugar mill site over the period of 1950-1960.
The case is currently set for trial in July 2002. Oahu Sugar intends to
defend itself vigorously.
An insurance carrier for Oahu Sugar has agreed to defend Oahu Sugar in
the Kalaikai case, subject to a reservation of rights. Oahu Sugar can give
no assurances as to the portion of the defense costs and indemnity costs,
if any, that will be ultimately borne by the insurance carrier.
Oahu Sugar is substantially without assets to satisfy any judgment in
the action. However, the liability, if any, of Oahu Sugar in this asbestos
matter should not extend to AHI and its other subsidiaries.
Oahu Sugar was also named a defendant in another alleged asbestos
related personal injury action entitled, Anthony Fiori and Stella Fiori v.
Raybestos-Manhattan, filed in the San Francisco County Superior Court, Case
No. 304868, filed on or about July 13, 1999. In the complaint, plaintiffs
sought $3.0 million in economic and non-economic damages, as well as $1.0
million in punitive damages, for injuries alleged sustained. The matter
settled in July 2001 with a payment of $10 funded by one of Oahu Sugar's
insurers.
The Company believes that Oahu Sugar has meritorious defenses to the
above referenced pending lawsuits that continue to be pending and Oahu
Sugar will defend itself vigorously. However, there can be no assurances
that these cases (or any of them), if adjudicated, will not have a material
adverse effect on the financial condition of Oahu Sugar.
On or about February 23, 2001 Kekaha Sugar Co., Ltd. received a letter
from the Hawaii Department of Health ("HDOH") assigning the Kekaha Sugar
Co., Ltd. site a high priority status based on HDOH's review of available
environmental data. In the letter, HDOH identified five major areas of
potential environmental concern including the former wood treatment plant,
the herbicide mixing plant, the seed dipping plant, the settling pond, and
the Kekaha Sugar Mill. While setting forth specific concerns, the HDOH
reserved the right to designate still further areas of potential concern
which might require further investigation and possible remediation. HDOH
further reserved the right to modify its prioritization of the site should
conditions warrant. The assignment of the high priority status will likely
result in a high degree of oversight by the HDOH as the issues raised are
studied and addressed. Kekaha Sugar Co., Ltd. has responded to the letter.
Kekaha Sugar Co., Ltd. is substantially without assets and further pursuit
of this matter by HDOH could have a materially adverse effect on the
financial condition of Kekaha Sugar Co., Ltd.
On or about February 23, 2001, Lihue Plantation Co., Ltd. received a
similar letter from the HDOH assigning the Lihue Plantation Co., Ltd. site
a high priority status based on HDOH's review of available environmental
data. In the letter, HDOH identified four major areas of potential
environmental concerning including the Lihue herbicide mixing plant, the
seed dipping plant, the settling pond and the Lihue Sugar Mill. While
setting forth specific concerns, the HDOH reserved the right to designate
still further areas of potential concern which might require further
investigation and possible remediation. HDOH further reserved the right to
modify its prioritization of the site should conditions warrant. As noted
above, the high priority assignment will likely result in a high degree of
oversight by the HDOH as the issues raised are studied and addressed.
APDC has discovered chlorinated solvents in the groundwater at the
former Oahu Sugar Waipahu Sugar Mill site. The contamination does not
appear in high concentrations. APDC's recommendation for remediation using
hydrogen-releasing compounds has been rejected by the HDOH. APDC may have
to do further work at the site. At this point, APDC is unable to identify
with certainty the treatment options, if any, that the HDOH may require or
approve for the site, or the costs of same.
As a result of an administrative order issued to Oahu Sugar Company by
the Hawaii Department of Health, Order No. CH 98-001, dated January 27,
1998, Oahu Sugar is currently engaged in environmental site assessment of
lands it leased from the U.S. Navy and located on the Waipio Peninsula.
Sampling is underway and the investigation is otherwise still in its
preliminary stages.
Other than as described above and the Reorganization Case as described
above, the Company is not involved in any material pending legal
proceedings, other than ordinary routine litigation incidental to its
business. The Company and/or certain of its affiliates have been named as
defendants in several pending lawsuits. While it is impossible to predict
the outcome of such routine litigation that is now pending (or threatened)
and for which the potential liability is not covered by insurance, the
Company is of the opinion that the ultimate liability from any of this
litigation will not materially adversely affect the Company's consolidated
results of operations or its financial condition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company did not pay the required interest payments due in 2000 on
the loan secured by the RKGC (and certain adjacent lands). ERS then issued
a default notice and instituted a foreclosure action in August 2000.
Pursuant to an agreement between the lender and the borrowers, the
borrowers paid approximately $3.8 million in September 2000 to the ERS for
a portion of the past due interest amounts and the ERS agreed to
temporarily suspend its action to realize upon its security while the
parties attempted to negotiate a definitive agreement to extend the loan
beyond its June 30, 2001 maturity date. Efforts of the borrowers to
negotiate such an agreement broke down in December 2001, only after
Northbrook (an affiliate of APIC that had no obligations under the loan)
had funded certain minimum interest payments (together with the ERS' legal
fees and other related costs). In January 2002, ERS recommenced its
foreclosure action, which the borrowers are contesting. The borrowers have
also brought counterclaims against ERS relative to the lender's defaults
described above, which defaults have caused the Company substantial damages
relating to its efforts to sell either the unrelated parcels that the ERS
refused to release from the mortgage or other land parcels that required
easements and other rights to which the ERS was required to consent. (See
Part II. Item 1. "Legal Proceedings" for further discussion.)
If the borrowers do not achieve an extension of the loan through
settlement discussions with the ERS, and the ERS is permitted to continue
its foreclosure action, it is likely that the ERS will take title to the
RKGC and APIC will have no further interest therein. There is also a
substantial likelihood that any such settlement will nevertheless result in
a transfer of title of the RKGC to the ERS on terms acceptable to the
borrowers. There can be no assurance as to the outcome of such litigation
or any settlement negotiations.
The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt. Amounts due on such
indebtedness aggregated $189.1 million as of March 31, 2002 and are
included in "Amounts due to affiliates - Senior Debt Financing" in the
accompanying Consolidated Balance Sheets. Reference is made to Note 2 of
Notes to Consolidated Financial Statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are included as an exhibits to this
report.
Exhibit
No. Exhibit
- ------- --------
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 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. (3)
4.4 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. (4)
4.5 $10,000,000 loan agreement between Amfac Property Development
Corp. and City Bank at December 18, 1996. (5)
4.6 Amended and Restated $25,000,000 loan agreement between
Waikele Golf Club, Inc. Bank of Hawaii dated February 4, 1997.
(6)
4.7 Second Supplement to the Indenture dated as of March 1, 1998.
(7)
4.8 Third Supplement to the Indenture dated as of October 16,
2000. (10)
4.9 Promissory Note A, in replacement of Note #1, in the amount of
$28,370,074.56 between Amfac Hawaii LLC and Fred Harvey
Transportation Company dated December 29, 2000. (10)
4.10 Promissory Note B, in replacement of Note #1, in the amount of
$68,059,328.34 between Amfac Hawaii LLC and Fred Harvey
Transportation Company dated December 29, 2000. (10)
4.11 Amended and Restated Promissory Note in the amount of
$26,375,300 between Amfac Hawaii LLC and AF Investors LLC
dated December 29, 2000. (10)
4.12 Amended and Restated Promissory Note in the amount of
$21,318,000 between Amfac Hawaii LLC and AF Investors LLC
dated December 29, 2000. (10)
4.13 Amended and Restated Promissory Note in the amount of
$10,000,000 between Amfac Hawaii LLC and Northbrook
Corporation dated December 29, 2000. (10)
4.14 Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated
December 29, 2000. (10)
4.15 Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated
December 29, 2000. (10)
Exhibit
No. Exhibit
- ------- --------
4.16 Assignment of Loan Documents between Tobishima Pacific, Inc.
and 900 Investment Management, L.P. dated September 29, 2000.
(10)
4.17 Assignment of Loan Documents between 900 Investment Management
L.P. and NB Realty Holdings-VI, Inc. dated September 29, 2000.
(10)
4.18 Note Modification Agreement between Amfac Property Investment
Corp. and NB Realty Holdings-VI, Inc. dated October 2, 2000.
(10)
4.19 Second Note Modification agreement between Amfac Hawaii and NB
Holdings-VI, Inc. dated December 31, 2000. (10)
10.1 General Lease S-4222, dated January 1, 1969, by and between
the State of Hawaii and Kekaha Sugar Company, Limited. (1)
10.2 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)
10.3 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)
10.4 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)
10.5 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)
10.6 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)
10.7 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)
10.8 Honokohau Water License, dated December 22, 1980, between Maui
Pineapple Company Ltd. and Pioneer Mill Company, Limited. (1)
10.9 Water Licensing Agreement, dated September 22, 1980, by and
between Maui Land & Pineapple Company, Inc. and Amfac, Inc.
(1)
10.10 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
Exhibit
No. Exhibit
- ------- --------
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)
10.11 Amfac-Amfac Hawaii Tax Agreement, dated February 21, 1989
between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)
10.12 Agreement Concerning Amfac - Amfac Hawaii Tax Agreement by and
among Amfac Hawaii LLC and Northbrook Corporation dated
November 30, 2000. (10)
10.13 Tax Agreement by and among Northbrook Corporation and Amfac
Hawaii LLC dated December 29, 2000. (10)
10.14 Contribution Agreement by and among Amfac Property Investment
Corp., Pioneer Mill Company, Limited, Northbrook Corporation,
AF Investors, LLC and Fred Harvey Transportation Company dated
November 27, 2000. (10)
10.15 Restructuring Agreement by and among Amfac Hawaii LLC, and
subsidiaries, Amfac Property Investment Corp., Northbrook
Corporation, AF Investors, LLC, Fred Harvey Transportation
Company, Amfac Finance Limited Partnership and NV Realty
Holdings-VI, Inc. dated December 29, 2000. (10)
10.16 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)
10.17 Assignment and assumption agreement dated September 30, 1998,
executed by TPI and APIC. (8)
10.18 Assignment and Contribution Agreement effective December 31,
1998 between Northbrook Corporation and Amfac/JMB Hawaii,
L.L.C. (9)
10.19. Note Modification Agreement dated December 31, 1998 between
Amfac/JMB Hawaii, L.L.C. and Fred Harvey Transportation
Company. (9)
10.20 Purchase Agreement by and between Waikele Golf Club, Inc., and
Waikele Golf, LLC dated December 14, 2001. (11)
10.21 Loan Purchase Agreement by Bank of Hawaii, Amfac Hawaii, LLC
and Waikele Golf Club, Inc., dated December 14, 2001. (11)
10.22 Amfac Hawaii, LLC's press release dated February 27, 2002,
incorporated herein by reference to the Company's Report for
February 27, 2002 on Form 8-K (File No. 33-24180) dated
March 8, 2002.
Exhibit
No. Exhibit
- ------- --------
10.23 Letter of Bank One Trust Company, N.A. dated March 11, 2002 to
the Holders of the Amfac Hawaii, LLC Certificate of Land
Appreciation Notes due 2008 incorporated herein by reference
to the Company's Report for March 11, 2008 on From 8-K
(File No. 33-24180) dated March 20, 2002.
10.24 First Amended Joint Plan of Reorganization of Amfac Hawaii,
LLC, Certain Of Its Subsidiaries And FHT Corporation Under
Chapter 11 Of The Bankruptcy Code is filed herewith.
10.25 First Amended Disclosure Statement With Respect To Joint Plan
Of Reorganization Of Amfac Hawaii, LLC, Certain Of Its
Subsidiaries and FHT Corporation Under Chapter 11 Of The
Bankruptcy Code dated May 10, 2002, is filed herewith.
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-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1991 and hereby incorporated by reference.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 8, 1999
and hereby incorporated by reference.
(10) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 30, 2001
and hereby incorporated by reference.
(11) Previously filed as exhibit to the Company's Form 8-K report
under the Securities Act of 1934 (File No. 33-24180) filed December 28,
2001 and hereby incorporated by reference.
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 HAWAII, LLC
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Senior Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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, LIMITED
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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.
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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.
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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. HACKFIELD & CO., LTD.
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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 ESTATES COFFEE, INC.
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002
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.
/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: May 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ GAILEN J. HULL
-------------------
Gailen J. Hull
Principal Accounting Officer
Date: May 13, 2002