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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-14020
CASTLE & COOKE, INC.
(Exact name of Registrant as Specified in Its Charter)
HAWAII 77-0412800
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
10900 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310) 208-3636
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, No Par Value New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether 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, and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive Proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 16, 2000 was approximately $153,799,341.
The number of shares of Common Stock outstanding as of March 16, 2000 was
17,052,946.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 2000 Annual
Meeting of Stockholders are incorporated by reference into Part III.
Portions of the registrant's 2000 Annual Report to Stockholders for the
year ended December 31, 1999 are incorporated by reference into Parts I, II and
IV.
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CASTLE & COOKE, INC.
FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
ITEM NUMBER
IN FORM 10-K PAGE
- ------------ ----
PART I
1. Business.............................................................................................. 1
2. Properties.............................................................................................20
3. Legal Proceedings......................................................................................25
4. Submission of Matters to a Vote of Security Holders; Executive Officers of the Registrant..............25
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters..............................26
6. Selected Financial Data................................................................................27
7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................27
8. Financial Statements and Supplementary Data............................................................27
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................27
PART III
10. Directors and Executive Officers of the Registrant.....................................................27
11. Executive Compensation.................................................................................27
12. Security Ownership of Certain Beneficial Owners and Management.........................................27
13. Certain Relationships and Related Transactions.........................................................27
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................................28
(a) 1. Financial Statements.........................................................................28
2. Financial Statement Schedules................................................................28
3. Exhibits.....................................................................................28
(b) Reports on Form 8-K...............................................................................29
SIGNATURES.................................................................................................30
FINANCIAL STATEMENT SCHEDULES.............................................................................F-1
PART I
ITEM 1. BUSINESS
GENERAL
Castle & Cooke, Inc. (the "Company" or "Castle") was incorporated in Hawaii
on October 10, 1995, to be the successor to the real estate and resort business
of Dole Food Company, Inc. ("Dole"). Effective December 28, 1995 (the
"Distribution Date"), Dole transferred its real estate and resort businesses to
Castle and distributed to Dole shareholders one share of Castle common stock for
every three shares of Dole common stock. This transaction is referred to herein
as the "Distribution". As used herein, the terms "Company" or "Castle" refer to
the real estate and resort businesses of Dole when used with reference to time
periods prior to the Distribution Date, and to Castle and its consolidated
subsidiaries and controlled joint ventures when used with respect to time
periods on or after the Distribution Date.
The Company is engaged in three principal businesses: residential real
estate, resorts and commercial real estate. Castle conducts residential real
estate development operations in Hawaii on the island of Oahu, and in
Bakersfield, California; Sierra Vista, Arizona; Orlando, Florida and
Copperopolis, California. Castle's resort operations are located in Hawaii on
the island of Lana'i and include two luxury resort hotels, The Lodge at Koele
and The Manele Bay Hotel, two golf courses, and luxury vacation home
developments associated with the resort hotels. It develops commercial
properties in Bakersfield and San Jose, California; Raleigh, North Carolina;
Atlanta, Georgia; Phoenix and Sierra Vista, Arizona; Orlando, Florida and Oahu,
Hawaii. Castle also owns and manages office buildings, shopping centers and
other commercial properties in California, Hawaii, Arizona, North Carolina and
Georgia. The Company occasionally divests itself of property which either does
not meet its business needs or can be sold at an advantageous price due to
market conditions.
The Company's residential real estate, resorts and commercial real estate
businesses are described in more detail below. In 1999 and Castle's two
preceding fiscal years, Castle had no foreign operations or export sales. For
detailed financial information with respect to the Company's business and
operations including amounts of revenue, operating profit or loss and
identifiable assets attributable to each of the Company's industry segments and
to domestic operations, see the Company's Consolidated Financial Statements and
the related Notes to Consolidated Financial Statements in Part II herein.
Statements herein that are not historical facts are "forward-looking
statements." Forward-looking statements are based largely on the Company's
current expectations and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from results that may be
expressed or implied by such statements. These risks and uncertainties include,
but are not limited to, such things as product demand, the Company's lack of
experience in operating in markets outside of its current markets, the effect of
economic conditions and geographic concentration, the impact of competitive
products and pricing, the cost of materials and labor, governmental regulations
and the need for governmental approvals, interest rates and other risks inherent
in the real estate business. These and other factors can affect the Company's
financial results and operations, and can cause them to differ from current
expectations and plans.
RESIDENTIAL REAL ESTATE
Castle is one of the largest developers and builders of single-family and
multi-family homes on the island of Oahu in the State of Hawaii, and one of the
largest developers of residential real estate in Bakersfield, California and
Sierra Vista, Arizona. It began development of a master planned community of
single-family homes in Orlando, Florida in December 1997, which includes a golf
course and clubhouse that opened in the third quarter of 1999. In Orlando, the
Company is selling finished homesites to local and national builders.
Additionally, Castle is developing a community of single-family and multi-family
homes and homesites adjacent to a golf course owned by the Company called Saddle
Creek in Copperopolis, California which is approximately 30 miles north of San
Jose. Castle's residential real estate operations on Oahu include the
development, construction and marketing of single-family and multi-family
detached and attached homes within master-planned residential communities
developed by Castle and on other parcels of land, which have been acquired and
developed by Castle. In Bakersfield, which is located approximately 100 miles
north of Los Angeles, Castle primarily subdivides and develops residential
communities and sells finished homesites to national and local homebuilders.
While Castle has focused on the sale of homesites to national and local
homebuilders, it also engages in limited homebuilding on its properties in
Bakersfield, including building single-family homes for the active adult market.
In addition, Castle is developing and selling homesites in Sierra Vista,
Arizona, which is located approximately 70 miles southwest of Tucson.
Castle owns large parcels of entitled and unentitled land intended for
residential development in the Oahu and Sierra Vista markets. Castle's land in
Orlando, Copperopolis and Bakersfield is entitled. "Entitled" land is land that
has received all necessary land use and zoning approvals for development from
the appropriate state, county and local
1
governments, except for any required plat maps, subdivision approvals, grading
and building permits and other secondary approvals. "Unentitled" land is land
that has not received all required approvals.
HAWAII
GENERAL
In Hawaii, Castle develops land and designs, builds and sells single-family
and multi-family homes for "entry-level" and "move-up" buyers. Castle's Hawaii
communities emphasize the development of planned neighborhoods with a range of
lot and home sizes. Home designs within a particular product line are generally
standardized and limited in number. This standardization helps permit on-site
mass production and bulk purchasing of material and components by contractors
and subcontractors engaged by Castle. Homes built by Castle in Hawaii are
generally designed by consulting architects whose designs are geared to the
local market. Designs are also constrained by zoning requirements, building
codes, energy efficiency laws and local architectural guidelines, among other
factors. Castle normally builds, decorates, furnishes and landscapes several
model homes for each subdivision or project. Major changes in design from the
model homes are not generally permitted, but homebuyers may select various
optional amenities.
HAWAII'S "AFFORDABLE" HOUSING PROGRAM
In prior years, governmental agencies in Hawaii implemented various formal
and informal policies at both the state and local levels in an effort to
increase the supply of low-income and moderate-income housing. As a condition to
classifying land for urban development, the Hawaii State Land Use Commission
("LUC") and the County Councils for each county in Hawaii imposed, most often at
the time of entitlement proceedings before those bodies, requirements, on a
project-by-project basis, for the provision by residential developers of
"affordable" housing. Generally, the State of Hawaii had required developers of
residential projects to offer for sale to eligible buyers a portion (50% to 60%
prior to 1996) of the total number of units in the project at prices affordable
to buyers with incomes between 80% and 140% of median local income as determined
by the United States Department of Housing and Urban Development ("HUD").
Counties supported this policy and normally required that a portion of the
"affordable" units (generally 10% to 30% of the total number of units) be
affordable to families with incomes between 80% and 120% of the HUD median local
income. To ensure that homes sold pursuant to "affordable" housing requirements
remain "affordable" to other eligible buyers and to prevent speculation, state
and local governments have sometimes imposed transfer restrictions on purchasers
of "affordable" homes.
Prior to 1996, the LUC required that 50% of the homes sold in the Company's
Mililani Mauka development be affordable to families with incomes between 80%
and 140% of the HUD median local income. Within this 50% requirement, the City
and County of Honolulu required that at least 10% of the homes be affordable to
families with incomes not more than 80% of the HUD median local income. In 1996,
the State of Hawaii, through the Governor's Office, initiated a change in its
affordable housing policies by assigning the implementation and enforcement of
such policies to the Counties. Based on this new policy, the Company sought and
was granted an amendment to the affordable housing requirements that were
imposed by the LUC on its Mililani Mauka Phase I and Phase II projects. The
earlier LUC requirement that 30% of the homes be affordable to buyers earning
between 80% and 120% of HUD median local income, and the requirement that 20% of
the homes be affordable to buyers earning between 120% and 140% of the HUD
median local income were replaced with a requirement that the Company satisfy
the affordable housing requirements imposed by the City and County of Honolulu.
Accordingly, for Mililani Mauka Phase I and Phase II-B, 10% of the units must be
priced to be affordable to families with incomes of not more than 80% of the HUD
median local income and 20% of the units must be priced to be affordable to
families with incomes between 80% and 120% of HUD median local income. For
Mililani Mauka Phase II-A, 10% of the units would be priced to be affordable to
families with incomes of not more than 80% of the HUD median local income and
40% of the units would be priced to be affordable to families with incomes
between 80% and 140% of HUD median local income.
The determination of whether a home is "affordable" is based on an
assessment of whether a purchaser is able to satisfy certain specified mortgage
criteria. For example, the 1999 HUD median local income for a family of four in
the City and County of Honolulu (Oahu) was $60,400. Therefore, in an affordable
project in Mililani Mauka, allocating one-third of monthly income for housing,
and assuming a customer trust fund amount for insurance, real property tax and
maintenance of $195 per month, a 10% down payment, a 30-year loan and an annual
interest rate of 7.5%, a 2 bedroom home priced at approximately $186,000 would
be "affordable" for a family earning 80% of HUD median local income and a home
priced at approximately $351,000 would be "affordable" for a family earning 140%
of HUD median local income.
2
Notwithstanding the conditions and guidelines described above, in August,
1999, the City Council of the City and County of Honolulu, effected Ordinance
No. 99-51 which amended affordable housing conditions contained in unilateral
agreements. The Ordinance established that affordable housing units subject to
the conditions may be sold to the general public free from any conditions
relating to (i) buyer eligibility, including but not limited to household income
limits; or (ii) restrictions on transfer of the units, including but not limited
to first options by the City to purchase, or obligations to pay to the City a
share of any appreciation in the value of the unit on resale. The amendment will
be repealed two years after the date of its approval unless otherwise extended
by City Council following a recommendation by the City administration.
Castle's revenues and operating income may fluctuate significantly
depending upon the mix of "affordable" and market-priced homes sold during any
given period. Therefore, Castle's historical revenues and operating income may
not be indicative of future performance. In addition, because the formula for
calculating the price of "affordable" homes takes into account mortgage interest
payments, increases in mortgage interest rates may decrease the price of
Castle's "affordable" homes, which could result in lower revenues and operating
income.
DEVELOPMENTS
MILILANI TOWN, Castle's largest development, is an approximately 3,500-acre
master-planned community located on the central plain of Oahu, approximately 18
miles northwest of downtown Honolulu. Mililani Town, which was founded 30 years
ago, has a population of approximately 37,000 and offers a full range of
residential, commercial, educational and recreational services. It is
anticipated that Mililani Town will eventually house approximately 50,000
residents in approximately 16,000 single-family and multi-family units.
In Mililani Makai, the first section of the community to be developed,
Castle sold approximately 9,300 units on approximately 2,300 acres of land. In
Mililani Mauka, the section of Mililani Town currently undergoing development,
Castle currently plans to develop approximately 6,100 units on approximately
1,200 acres. The necessary land use and zoning approvals for these units have
been received, roadways are being built and utilities are being installed in
each subdivision, and sales of approximately 3,606 (including 360 units built
and sold by a third party) of the 6,100 units currently planned have closed
through December 31, 1999. Castle's market-priced homes in the first phase of
Mililani Mauka range in size from approximately 800 to 2,700 square feet of
living area and in price from approximately $260,000 to over $470,000. Castle
has designed Mililani Mauka to allow it to build to suit market conditions by
developing moderately priced and higher-priced homes. Based upon 1999 HUD median
local income, "affordable" homes in Mililani Mauka are currently priced from
approximately $120,000 to $440,000.
ROYAL KUNIA is an approximately 270-acre master-planned community being
built in central Oahu, approximately 19 miles west of downtown Honolulu. The
undeveloped residential areas of Royal Kunia were purchased in August 1992 as
entitled but unimproved land by a limited partnership, 50% of which is held by
Company subsidiaries and in which a wholly-owned subsidiary of Castle is the
sole general partner. The development, when completed in accordance with the
master plan, will offer single-family and multi-family housing adjacent to
commercial properties, parks and recreational facilities. The current master
plan provides for 1,692 units at Royal Kunia, including 972 market-priced units
and 720 "affordable" units. The price of the market-priced single-family homes
(between approximately 800 and 2,000 square feet of living area) ranges from
approximately $220,000 to $350,000. Based upon 1999 HUD median local income,
"affordable" housing is currently priced from approximately $200,000 to
$235,000. Sales of 783 units had closed through December 31, 1999. In the fourth
quarter of 1998, Castle filed suit against the 50% limited partner seeking to
recover the limited partner's share of certain expenditures made by the
partnership. The lawsuit was settled and dismissed prior to trial in November
1999 on terms which the Company believes are beneficial.
LALEA AT HAWAII KAI is a low-rise condominium development that contains
approximately 290 units in the community of Hawaii Kai in East Oahu. Located on
approximately 22 acres of land, all units are market priced and range in price
from approximately $220,000 to $320,000. Closings commenced in the third quarter
of 1996, and 274 units had closed through December 31, 1999.
NA PU'U NANI AT WAIKOLOA is a proposed residential development on the
island of Hawaii which forms a part of Waikoloa Village. Na Pu'u Nani is held by
a joint venture in which a wholly-owned subsidiary of Castle is the managing
general partner and holds a 30% interest. The joint venture acquired the
property in 1990. In September 1993, the joint venture filed suit against the
party from whom the property was purchased. The parties settled this litigation
in January 1996, prior to trial, under terms that the Company believes will be
beneficial upon development of the project. The property remains undeveloped and
this project is currently inactive, pending improved market conditions.
3
SALES AND MARKETING
In Hawaii, Castle promotes its residential developments through general
public awareness of Castle using public relations activities and advertising in
the local media. Castle employs in-house commissioned sales personnel and
generally maintains on-site sales offices for each subdivision or project.
Castle also retains outside brokers, sales and marketing firms and consultants
in the marketing of its homes. Castle sells its homes in its Royal Kunia
development on Oahu through an affiliate of its limited partner in the project.
Sales contracts are usually subject to certain contingencies such as the buyer's
ability to qualify for financing. Castle has from time to time utilized various
sales incentives in marketing its homes and has facilitated the financing
process by providing closing credits and by purchasing commitments from local
financial institutions to provide fixed-rate mortgage loans to eligible buyers.
Homebuyers must comply with the credit criteria required by these institutions.
ORDER INVENTORY AND BACKLOG
Castle's inventory of completed homes on Oahu varies according to the stage
of development of each of Castle's communities. It is currently Castle's
practice to include a home in backlog at the contract price upon execution of a
sales contract and receipt of money on deposit (usually $1,000 to $5,000), and
to remove it from backlog upon transfer of title. Backlog may vary substantially
over time because Castle's communities are long-term projects that are
frequently at different stages of development. In the past, the Company has
generally allowed prospective purchasers who are unable to obtain financing to
cancel their contracts and has refunded their deposit. During the past five
years, the Company experienced an average contract cancellation rate of
approximately 25%.
The following table sets forth the dollar amount of backlog orders for
Castle's residential projects on Oahu in Hawaii as of December 31, 1999 and as
of December 31, 1998.
OAHU
BACKLOG - HOMES
(DOLLARS ARE IN THOUSANDS)
1999 1998
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Backlog at beginning of year............................ $ 21,091 $ 11,920
New orders............................................. 108,204 119,498
Deliveries.............................................. (120,962) (110,327)
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Backlog at end of year.................................. $ 8,333 $ 21,091
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THE HAWAII ECONOMY AND HOUSING MARKET
The Hawaii economy, which has been in decline for several years, did show
signs of improvement during 1999. The Hawaii economy is strongly influenced by
tourism. Tourism (as measured by total visitor count) peaked in 1990 at
approximately 7 million, and declined to approximately 6.1 million in 1993. It
experienced some recovery until late 1996, when it began to decline again. In
1997, total visitor count to Hawaii experienced a modest 0.7% increase over
1996. In 1998, the Asian financial crisis began to be felt and tourism and total
visitor count decreased by approximately 1.9% when compared to 1997. In 1999,
the State saw a modest increase in visitor count of 1.6%, as compared with 1998.
Hawaii experienced a loss of non-agricultural wage and salary jobs in 1999, and
Hawaii's 1999 average monthly unemployment rate of 5.6% exceeded the national
average of 4.2%. The Asian financial crisis may continue to have an adverse
effect on the Hawaii economy, including tourism, and may prolong Hawaii's
recession. No assurance can be given that Hawaii will experience economic growth
in the future. A continuing economic downturn would have a material adverse
effect on Castle's financial condition and results of operations. The Hawaii
economy is also subject to risks associated with its weather. Heavy rainfall,
hurricanes and other natural disasters could impact the local economy and
Castle's operations.
The median resale price of a single-family home on Oahu decreased by
approximately 8% in 1997, decreased by approximately 3% in 1998 and increased
by approximately 2% in 1999. The number of re-sales of single-family homes on
Oahu during 1997, as compared to 1996, increased by approximately 16%; during
1998, as compared to 1997, the number of such re-sales increased by
approximately 23%; during 1999, as compared to 1998, the number of such
re-sales increased by approximately 14%.
4
MAINLAND COMMUNITIES
GENERAL
Castle's U.S. Mainland communities are located in California, Arizona and
Florida. Castle's active residential developments in California are in
Bakersfield, the county seat of Kern County, located in the southern part of
California's central (San Joaquin) valley and in Calaveras County, located in
the "Gold Country" of northern California. Castle's Bakersfield developments are
located in the southwest part of the city in the vicinity of the California
State University at Bakersfield. In Bakersfield, Castle primarily subdivides and
develops its landholdings into developable parcels and planned residential
communities designed to meet demand for housing in each market segment. This
includes homesites for single family homes in price ranges from entry level to
luxury homes, including pre-designed as well as custom plans. Castle also
engages in homebuilding in its Bakersfield developments. Castle's development in
Calaveras County was purchased in April 1999, and includes 866 acres of
residential lands including an 18 hole golf course. Castle primarily subdivides
and develops its land holdings into developable parcels, and sells finished
homesites to homebuilders as well as build on some parcels for sale to
homebuyers.
Castle's active development in Arizona is in the town of Sierra Vista,
where it subdivides and develops its land holdings into developable parcels and
homesites to provide housing primarily for the military-based population and
retirement market.
In Florida, the Company, through a partnership with a third party, is
developing a residential community with a golf course and clubhouse and selling
finished homesites to homebuilders.
DEVELOPMENTS
SEVEN OAKS is a master-planned community on approximately 1,700 acres and
is the premier residential development in Bakersfield. Seven Oaks surrounds the
Seven Oaks Country Club and Golf Course, which was developed by Castle and
eventually will be contributed to a nonprofit mutual benefit corporation. Castle
has the exclusive right to sell memberships in the Seven Oaks Country Club and
is obligated to fund the net operating losses and receives the excess cash flow
of the country club through a transfer date which can be, at Castle's election,
no earlier than the time at which the Club has a specified number of active golf
memberships and no later than a specified date. In 1998, Castle decided to add
nine additional golf holes to the golf course, which resulted in an extension of
the transfer date to no later than October 31, 2007. As of December 31, 1999,
319 such memberships had been sold. In January 1999, an additional 5 year
extension to October 31, 2012, was approved by the membership of Seven Oaks
Country Club. Development of the community is being completed in phases, based
on market demand. Castle has developed neighborhoods offering homesites for
"move-up" to luxury homes in eight price ranges. Homesite prices in Seven Oaks
range from approximately $26,000 to $300,000. During 1999, 209 homesites and 64
homes were sold. Approximately 1,757 homesites remain to be developed on
approximately 1079 acres. Castle also engages in homebuilding in this community,
mainly single-family homes for the active adult market.
SILVER CREEK is a master-planned community encompassing approximately 600
acres in Bakersfield. Castle offers homesites at three price levels. Castle's
homesites are currently priced between approximately $16,000 and $22,000.
Approximately 260 homesites remain to be developed on approximately 128 acres.
BRIMHALL, a residential community in Bakersfield comprised of approximately
1,232 acres, is planned to attract entry-level and move-up homebuyers. The
prices of single-family homesites in the current phases in Brimhall range from
approximately $19,000 to $80,000. Approximately 295 homesites remain to be
developed on approximately 167 acres. In addition, approximately 236 acres are
currently being planned in the Brimhall community for an additional
approximately 569 homesites.
Other Bakersfield residential projects include MISSION OAKS, CAMPUS PARK,
and RENFRO single-family developments (comprising approximately 797
single-family lots in total), and the MING & GOSFORD multi-family development.
SIERRA VISTA is near Sierra Vista, Arizona, in Cochise County in the
southeast portion of Arizona about 70 miles from Tucson. Sierra Vista contains
single-family homesites developed by Castle for sale to builders and
individuals. The homesites in Sierra Vista are currently priced from
approximately $14,000 to $65,000. Approximately 1003 homesites remain to be
developed on the approximately 1007 entitled acres. The Company also owns
approximately 2680 unentitled acres at Sierra Vista. WINTERHAVEN, a gated active
adult community begun in 1997, is
5
located adjacent to the Pueblo del Sol Country Club. Homesite prices currently
range from approximately $18,000 to $65,000 with 953 lots remaining as of
December 31, 1999. Other Sierra Vista communities of Castle include one acre
homesites in Mountain Shadows, Mountain Ridge with 7,500 square foot homesites,
and Chaparral Village with 4,500 square foot homesites. In total, 50 homesites
remained in these villages as of December 31, 1999. During 1999, a Recreational
Vehicle Park was constructed on approximately 25 acres of Castle property in
Sierra Vista. This park includes a total of 135 overnight RV rental spaces and
approximately 124 lots for park models.
KEENE'S POINTE in Orlando consists of approximately 946 acres and 1,050
homesites, including the approximately 240 acre Jack Nicklaus designed signature
golf course that opened in 1999. Keene's Pointe is being developed by a
partnership ("Keene's Pointe Partnership") formed by Castle and Golden Bear
International, Inc. ("GBI"), a company wholly-owned by professional golfer, Jack
Nicklaus. Castle is the managing general partner and GBI is the limited partner.
The venture was restructured in 1998 to eliminate GBI's obligation to provide
the partnership with a right of first refusal on opportunities for new projects,
and to eliminate the Company's funding obligation for new projects. In 1996, the
Keene's Pointe Partnership entered into the contract to acquire property for its
Keene's Pointe community. The property, under this contract, comprises
approximately 866 developable acres in the town of Windermere adjacent to the
Disney Preserve, and can be purchased on a parcel by parcel basis over a 10-year
period. The first purchase under this contract was in December 1997, and
consisted of approximately 240 acres for the 18-hole golf course and clubhouse
and an additional 206 acres for approximately 361 lots. Two additional purchases
under the 1996 contract occurred in 1998 consisting of a total of approximately
100 acres proposed for approximately 181 lots. An additional 80 acres, located
adjacent to the Keene's Pointe project, and proposed to be developed as an
additional 145 lots, were purchased by the partnership in January 1998 under a
different purchase agreement. Purchase of the property and development of
Keene's Pointe is planned to occur in phases, based on market demand. Castle
develops and sells homesites for "semi-custom" to luxury homes to homebuilders
at Keene's Pointe. Homesites are currently priced between approximately $50,000
and $550,000. Approximately 765 homesites remain to be developed on
approximately 603 acres.
SADDLE CREEK in Copperopolis, California was purchased in April 1999 and
consists of approximately 866 acres, including an 18-hole Morrish & Associates
designed golf course that opened in 1996. Castle develops and sells homesites
and homes for lodge bungalows to luxury homes. Homesites are currently priced
from $50,000 to $250,000. Six homesites have been developed of approximately
1,075 homesites and homes that are proposed to be developed on approximately 692
acres. As of December 31, 1999, approximately 1,069 homesites and homes remain
to be developed. The Saddle Creek Golf Club is owned by a partnership (Saddle
Creek Golf Limited Partnership) formed by Castle and Cloudburst Golf Partners,
L.P. Castle is the general partner and is responsible to construct and
contribute an approximately 12,000 square foot clubhouse. Cloudburst is the
limited partner.
SALES AND MARKETING
In California, Arizona and Florida, Castle markets its developments through
a combination of local newspapers, magazines, radio and outdoor advertising,
promotional literature, and sales meetings conducted for both individual
homebuyers and residential brokers and builders. Castle also maintains sales
centers in Bakersfield, Saddle Creek, Sierra Vista and Keene's Pointe to display
available homesites to prospective builders and individual buyers. In
California, Florida and Arizona, Castle occasionally uses outside brokers in
marketing its properties. Castle sells its finished homesites in California,
Arizona and Florida to homebuilders. Castle also sells options in Bakersfield,
Sierra Vista and at Keene's Pointe to homebuilders to acquire a number of
available homesites, and it has been Castle's experience that nearly all of the
options granted pursuant to the agreements have been exercised in full. These
options typically require a non-refundable deposit of 10% of the aggregate
purchase price of the homesites. Contracts for homesites sold by Castle provide
for Castle's approval of home design and construction and the lots are subject
to architectural control covenants.
From time to time, Castle provides financing to buyers of its California
and Arizona homesites by taking promissory notes instead of cash for a portion
of the sales price of the properties it sells. Down payments on these
transactions have averaged between 20% to 25%.
6
ORDER INVENTORY AND BACKLOG
Castle's inventory of developed homesites in California, Arizona and
Florida varies according to the stage of development at each of the communities.
It is currently the policy of Castle to limit its inventory of completed but
unsold homesites in Bakersfield and Sierra Vista to approximately one year (or
less) of anticipated demand. It has been Castle's experience that nearly all of
the options granted to homebuilders have been exercised in full.
The following table sets forth the dollar amount of backlog orders for
Castle's homesite development in California, Arizona and Florida as of December
31, 1999 and as of December 31, 1998.
MAINLAND COMMUNITIES
BACKLOG - HOMESITES
(DOLLARS ARE IN THOUSANDS)
1999 1998
----------- -----------
Backlog at beginning of year............................ $ 22,074 $ 19,964
New orders............................................. 49,487 44,269
Deliveries.............................................. (40,443) (42,159)
----------- -----------
Backlog at end of year.................................. $ 31,118 $ 22,074
=========== ===========
Castle's inventory of completed homes in Bakersfield varies according to
the stage of development of the community. It is currently Castle's practice to
include a home in backlog at the contract price upon execution of a sales
contract and receipt of money on deposit (usually $1,000 to $5,000), and to
remove it from backlog upon transfer of title. Backlog may vary substantially
over time because Castle's communities are long-term projects that are
frequently at different stages of development. In the past, the Company has
generally allowed prospective home purchasers who are unable to obtain financing
to cancel their contracts and has refunded their deposit.
The following table sets forth the dollar amount of backlog orders for
Castle's homes in Bakersfield as of December 31, 1999 and as of December 31,
1998.
BAKERSFIELD
BACKLOG - HOMES
(DOLLARS ARE IN THOUSANDS)
1999 1998
----------- -----------
Backlog at beginning of year............................ $ 4,052 $ -
New orders............................................. 13,807 5,715
Deliveries.............................................. (14,032) (1,663)
----------- -----------
Backlog at end of year.................................. $ 3,827 $ 4,052
=========== ===========
THE BAKERSFIELD ECONOMY AND HOUSING MARKET
A majority of Castle's residential developments on the mainland are located
in Bakersfield, the county seat of Kern County. Kern County's population was
approximately 640,000 persons, comprising approximately 211,770 households in
1999. Bakersfield is one of the most affordable cities in California (based on a
November, 1996 survey by the National Association of Homebuilders). The
population of metropolitan Bakersfield increased from approximately 329,000 in
1990 to approximately 390,000 in 1999, an average annual growth rate of 2.1%
versus 1.5% for California as a whole. The median resale price of a
single-family home in Bakersfield is expected to increase by approximately 8.3%
in 1999.
Kern County is the leading oil-producing county in the lower 48 states and
the fourth leading agricultural county (based on crop value) in the United
States. The Bakersfield economy is sensitive to economic, political and weather
conditions affecting oil and agriculture. The climate and geology of California
present certain risks for natural disasters and other sudden events. The
Bakersfield area, like much of California, is at risk for seismic activity.
Storms, floods, drought, earthquakes and crop freezes may have a material
adverse effect on the local economy and on the properties or operations of
Castle.
7
THE ORLANDO, COPPEROPOLIS AND SIERRA VISTA ECONOMIES AND HOUSING MARKET
The Keene's Pointe project is located in Orange County, Florida, in the
town of Windermere adjacent to the Disney Preserve. In 1999 the median price of
a single-family home in Orlando was approximately $99,500, the city's job growth
rate was approximately 2.1% and its unemployment rate was approximately 4.1%.
Keene's Pointe is located approximately 30 miles from Orlando. Metropolitan
Orlando added 17,800 jobs in 1999 and is one of the fastest growing regions in
the nation. Tourism is Florida's largest industry, and the Orlando area includes
such major theme parks as Disney World, Universal Studios and Sea World.
Saddle Creek, located in Copperopolis, California, is located east of the
San Francisco Bay Area, and draws from the Alameda, Calaveras, Contra Costa, San
Joaquin, San Mateo, Santa Clara, and Stanislaus counties. This market has a
population of approximately 5.8 million people and is the target market for
buyers of Castle's vacation homes and homesites at Saddle Creek. The median
price of a single-family home was approximately $255,000, with unemployment at
approximately 4.9%.
Sierra Vista, Arizona has a population of approximately 40,500, and Cochise
County, Arizona has a population of approximately 125,800. For Sierra Vista, the
1999 median price of a single-family home was approximately $96,500, the city
experienced a negative job growth rate of approximately (.3%) and its
unemployment rate was approximately 4.2%.
DEVELOPMENT OF MASTER-PLANNED COMMUNITIES
Master-planned communities are long-term projects requiring substantial
investments of time and capital resources. In Castle's experience,
master-planned communities have generally required approximately eight to ten
years from initial planning and entitlement proceedings to the closing of the
first sale of a completed home on the island of Oahu and up to three years from
initial planning and entitlement proceedings to the closing of the first sale of
a finished homesite or a completed home on the mainland.
Castle prepares the plans for each master-planned community providing for
infrastructure, neighborhoods, commercial and industrial areas, educational and
other public facilities as well as open space. Once preliminary plans have been
prepared, Castle must obtain numerous governmental approvals, licenses, permits
and agreements, referred to as "entitlements," before it can commence
development and construction of a project. In Hawaii, California and Arizona
obtaining the necessary entitlements for large residential developments and
master-planned communities is an extended process, which can involve a number of
different governmental jurisdictions and agencies, considerable risk and
expense, and substantial delays.
Before developing its Hawaii properties, Castle must obtain a variety of
regulatory approvals from state and local governmental authorities relating to
such matters as permitted land uses and levels of density, the installation of
utilities and waste disposal services, and the dedication of acreage for open
space, parks, schools and other community purposes. For example, if the current
land classification is "Agricultural", the Hawaii State Land Use Commission must
issue a final decision and order approving urban land uses and amending district
boundaries. The city and/or county councils must enact ordinances or issue
resolutions approving amendments to the relevant general plan and development
plan and approving zoning changes and variances, and issue permits for shoreline
management, if applicable. After these entitlements are granted, subdivision
approvals and building permits must be obtained. Changes in circumstances or in
applicable law may require amended or additional approvals. Castle may incur
substantial direct costs in connection with the land use approval process in
Hawaii. In addition to the costs and fees required in connection with various
applications, counties may impose conditions having economic costs and
consequences and assess "impact fees" based on anticipated effects of Castle's
projects on existing communities, including such things as infrastructure,
transportation, waste disposal, education and air quality.
Castle owns unentitled land in Los Angeles County and Santa Clara County,
California. Castle also owns unentitled land at its Sierra Vista development in
Arizona. While the requirements vary in each location, and while the amount of
time it takes to obtain entitlements is generally shorter in Arizona than in
California, the entitlement process for transforming such land into a
developable parcel or a master-planned community includes such things as
annexation proceedings involving the local municipalities, regulatory approvals
relating to such matters as permitted land uses and levels of density, the
installation of utilities and waste disposal services, and the dedication of
acreage for open space, parks, schools, and other community purposes. In
addition, upon receipt of a building permit for a finished homesite,
homebuilders are required in California to pay impact fees based on governmental
assessment of the effects
8
of their projects on existing communities, including such things as
infrastructure, transportation, waste disposal, education and air quality of the
communities.
The land development process for a master-planned community entails a range
of activities, including design engineering, grading raw land, constructing
public infrastructure such as streets, utilities and public facilities, and
finishing individual lots. Castle arranges for the design and the construction
and installation by contractors and subcontractors of the infrastructure in its
master-planned communities. The development process results in finished and
graded construction sites for homes or other facilities. In its master-planned
communities, Castle generally coordinates home construction with commercial
development and installation of parks and recreational facilities. In this
process, Castle may contract with third parties to develop commercial zones,
public areas and recreational amenities, which may include shopping centers,
schools, libraries, community centers, parks, golf courses and other essential
facilities. It is the policy of Castle to retain control over the location and
character of non-residential properties, such as shopping centers and
recreational facilities, within its master-planned communities. Castle develops
its communities in phases to allow Castle flexibility to build to suit market
conditions and to create stable and attractive neighborhoods. Consequently, at
any particular time, the various phases of a project generally are in different
stages of land development and construction.
HOME CONSTRUCTION AND WARRANTIES
For most of its projects, Castle contracts or subcontracts virtually all
construction work. Independent contractors and subcontractors that are familiar
with local requirements perform engineering, landscaping, master-planning and
environmental impact analysis work. Castle engages consulting firms to assist in
project planning and hires independent contractors and subcontractors to perform
site development and construction work on individual projects. At all stages of
production, Castle monitors and coordinates the activities of builders,
contractors, subcontractors, consultants and suppliers.
Castle provides customary warranties to purchasers of its homes. Castle
evaluates its contractors and subcontractors and its builders with respect to
their ability to meet potential warranty obligations. In addition to customary
warranties provided by Castle to its homebuyers, Castle is subject in California
to a state law, which establishes a ten-year period during which consumers can
seek redress for latent defects in new homes.
RESORTS
The island of Lana'i consists of approximately 90,500 acres and is the
sixth largest of the Hawaiian Islands. The Company owns approximately 88,000
acres or 98% of the island. On Lana'i, Castle owns and operates two luxury
resorts, with two championship golf courses and is also developing two luxury
vacation home projects. For the purposes of this discussion, the activities of
Castle on Lana'i will be divided into three areas: Resorts, Resort Developments
and Other Businesses on Lana'i.
RESORTS
The Company owns and operates two luxury resorts, the Lodge at Koele and
the Manele Bay Hotel, on Lana'i. The Company is responsible for all phases of
lodging operations, including the hiring, training and supervision of all of
the managers and employees necessary for the operation of the facilities, and
the marketing and maintenance of the properties.
THE LODGE AT KOELE, a 102-room luxury hotel situated in the wooded
highlands of the island, opened in mid-1990. This resort hotel includes
tennis facilities, stables and a riding facility, an executive putting
course, a fitness center, two restaurants, a retail shop and award-winning
gardens. There is also a championship 18-hole golf course, the Experience at
Koele, designed by Greg Norman and course architect Ted Robinson, with a
clubhouse, a retail shop and restaurant. In 1996, the Lana'i Pines Sporting
Clays facility was opened, featuring skeet, trap, compact sporting and a 14
station clays course catering to upscale shooters. In 1999, Lana'i Pines
Sporting Clays added a 12 target archery range. The resort, golf course and
restaurants have received numerous awards. In 1999, for the third consecutive
year, the Koele resort made Conde Nast Traveler's Gold List and was also
rated #1 in Hawaii and #10 in the world in overall rankings. It ranked #4 in
the world in overall rankings in Conde Nast Traveler Reader's Choice Poll for
the "50 Best Gold Resorts".
THE MANELE BAY HOTEL, a 249-room luxury oceanfront resort, was opened in
1991. The Manele Bay complex includes a 12,000 square foot conference center, a
spa facility, tennis center and pro shop, three restaurants, a retail shop and a
salon. The resort also features an 18-hole championship golf course, the
Challenge at Manele, designed by Jack Nicklaus, and a clubhouse with a pro shop
and restaurant. The Manele Bay Hotel, restaurants and golf course have
9
been recognized with numerous awards. In the 1999 Conde Nast Traveler's Gold
List of "Best Places to Stay in the Whole World", the Manele Bay Hotel was
ranked #8 in Hawaii and 38th in the world. It was also voted the third best
golf resort in the world by Conde Nast readers and ranked #4 in Hawaii in the
Travel & Leisure "World's Best Service" Survey."
The following table sets forth combined operating statistics for the two
hotels for fiscal years 1996 through 1999:
1999 1998 1997 1996
---- ---- ---- ----
Average daily room rate................................................... $293 $286 $280 $266
Occupancy rate............................................................ 68% 67% 67% 62%
Room revenue per available room (daily)................................... $198 $191 $187 $166
"Average daily room rate," for any period, is the aggregate room revenue
from the two Lana'i resorts during such period, divided by the aggregate number
of days during which guests occupied rooms at the two Lana'i resorts during such
period. "Room revenue per available room," for any period, is the aggregate room
revenue from the two Lana'i resorts during such period, divided by the number of
rooms available at the two Lana'i resorts during such period.
The Lana'i resorts cater to upscale leisure travelers. In late 1998, Castle
and Starwood Hotels and Resorts entered into an agreement whereby the Lodge at
Koele and the Manele Bay Hotel became members of The Luxury Collection, an elite
group of hotels that includes such properties as the St. Regis in New York and
Aspen, Colorado; the Phoenician in Scottsdale, Arizona; the Hotel Danielli in
Venice; Prince De Galles in Paris; and the Hotel Imperial in Vienna. While
Castle operates its own computerized reservations service headquartered on
Lana'i, the agreement provides the Lana'i resorts with access to Starwood's
sales, marketing and reservations services and systems. Castle continues to
manage the Lana'i resorts and directs an international sales and marketing
program, including national advertising, publicity efforts, satellite sales
offices in Honolulu, Los Angeles, Chicago and New York, and international
representation. The majority of the guests of the Lana'i resorts come from the
mainland United States, with roughly equal percentages from Asia and Europe.
There is also a strong local market in Hawaii.
Tourism to Hawaii is affected by a number of variables, including, among
others, general economic conditions, exchange rates, competition from other
destinations, and the cost and availability of airline transportation. Lana'i is
particularly vulnerable to changes in air service, which can be affected by
adverse weather conditions. Many of these factors have had a negative effect on
Hawaii tourism over the last several years, causing a decline in visitor
arrivals from 1991 to 1994. Tourism (measured in terms of total visitor
arrivals) improved in 1995, although the benefit of such improvement was felt
primarily in Oahu and not on the neighbor islands, including Lana'i. In 1996,
tourism was essentially flat, with the decline in mainland visitors offset by an
increase in visitors from Japan. In 1997, tourism declined slightly overall with
a decrease in Japanese business, due to a weak economy and an unfavorable
exchange rate, only partially offset by an increase in arrivals from the
mainland United States. In 1998 total visitor arrivals declined by approximately
1.9%, with a drop of more than 10% in arrivals from Japan and other Asian
countries resulting from, at least in part, the Asian economic crisis. In 1998,
statewide occupancy levels fell below 1997 levels in 11 of the 12 months. In
1999, total statewide occupancy was up 2% over 1998. This improvement was due to
Westbound travel increasing by 6.6% and being partially offset by a decrease in
Eastbound travel of 5.4%.
RESORT DEVELOPMENTS
GENERAL
Castle is a developer and builder of single-family and multi-family homes
on the island of Lana'i. Castle develops land and designs, builds and sells high
quality homes for the resort and local housing markets. Projects being developed
or proposed include townhomes and detached single family homes for the luxury
vacation homebuyer.
LUXURY VACATION HOME PROJECTS
The Koele Project. Koele, located at the edge of Lana'i City at an
elevation of 1,800 feet, includes 632 acres zoned for hotels, golf, residential
and park uses. The Lodge at Koele and the Experience at Koele golf course form
the focus of the development. The first phase of the Koele luxury residential
project includes the Villas at Koele, consisting of 88 proposed multi-family
units on 18.5 acres, and 255 proposed single family units on 138 acres. The
first phase of infrastructure, including all roads, utility and drainage
improvements for the Villas at Koele and the 19 single family homesites in a
project known as Puulani Ridge, was completed in August 1995. The development
and sale of the residential property in the Koele Project is expected to occur
over a twenty-year period.
10
The Villas at Koele are multi-family units, overlooking the Experience at
Koele golf course. There are six floor plans ranging in size from approximately
1,360 square feet to approximately 2,660 square feet, with sales prices ranging
from approximately $500,000 to $1,000,000. A sales center with six furnished
model homes and sales office opened in December 1994, and construction on the
first phase of 20 units commenced in March 1995. Pre-sales for the Villas at the
Koele Project commenced in December 1994. As of December 31, 1999, there were
eleven closings of sales of Villas townhomes (four in 1999, one in 1998, four in
1996 and two in 1995), three unsold completed units available for sale, and four
units under construction.
Luxury single-family homes at Koele are sold as a custom house and lot
package, where the buyer selects a lot and house design and the Company
constructs the house. Single-family homesites are also sold with the owner
having a choice of builder. Completed house and lot packages range in price from
approximately $800,000 to $2,500,000. Homesites range in price from
approximately $325,000 to $850,000. As of December 31, 1999, there had been four
closings of homes at Puulani Ridge and one closing of a single-family homesite.
The vacation homes at Koele are marketed primarily to affluent individuals
from the mainland United States and, to a lesser degree, Japan and Hawaii.
Marketing efforts include local and national advertising and publicity, as well
as those of an on-site sales team of licensed professionals. The majority of
buyers are anticipated to be repeat guests of the Lodge at Koele or the Manele
Bay Hotel. The development and construction of new luxury hotels in Hawaii and
elsewhere, and continued economic weakness in Hawaii and Asia, could negatively
impact occupancy levels at the resort hotels on Lana'i, resulting in a reduced
number of vacation home sales. The Company continues to monitor the Koele
project and explore alternatives to stimulate sales activity.
THE MANELE BAY PROJECT. The Manele Bay Project is located on approximately
868 acres on the southern coast of Lana'i. The property is currently zoned for
hotel, golf course, commercial, residential, park and open space uses. The
Manele Bay Hotel and The Challenge at Manele golf course form the centerpiece of
the development.
The first increment of the Manele Bay Project is proposed to include 94
multi-family units on approximately 33.4 acres and 166 single-family homesites
on approximately 145 acres. The development of this increment will proceed in
phases. The first phase of this increment received all necessary approvals from
the County of Maui and sales began in 1998. The Company does not currently have
all required governmental approvals for the development of the second or any
subsequent increments of the Manele Bay Project. There can be no assurance that
Castle will obtain all such approvals and permits.
The Company began construction of the first 26 multi-family units and began
accepting contracts and/or reservations in December of 1996. These multi-family
units, called The Terraces at Manele Bay, have five floor plans ranging in size
from approximately 1,560 square feet to approximately 3,200 square feet. They
are currently priced from approximately $800,000 to $2.1 million. As of December
31, 1999, 19 Terrace units, including four models, had been completed. In 1999,
construction began on the second phase of the Terrace project, which will
consist of an additional 27 multi-family units. The single-family lots at Manele
are currently priced from approximately $650,000 to approximately $3.2 million.
The development and sale of the residential property at the Manele Bay Project
is expected to occur over a twenty-year period. As of December 31, 1999, there
were three closings of single-family homesites and eighteen closings of Terrace
units (eleven in 1999 and seven in 1998). As of March 1, 2000, there were sales
contracts for five Terrace units and three homesites with closings expected to
occur throughout 2000.
OTHER BUSINESSES ON LANA'I
The Company is involved in a number of other businesses on Lana'i,
including a residential redevelopment project and the operation of commercial
properties and various support services.
LANA'I CITY RESIDENTIAL REAL ESTATE PROJECT. The Company has a residential
redevelopment project within Lana'i City that includes up to approximately 250
single family homes that are planned to be sold. This project involves the
demolition of old plantation homes and rebuilding on the lots new single family
homes mirroring the plantation style architecture. The single family plantation
style homes are proposed to range in size from approximately 780 square feet to
1,344 square feet with prices ranging from approximately $115,000 to $260,000.
In connection with obtaining County approvals for this project, Castle agreed to
an affordable housing program to include 195 affordable housing and/or rental
units. As of December 31, 1999, there were 37 plantation style homes that had
been completed, 26 sales had closed and 5 were under contract for sale.
11
Castle also plans to develop, build and manage approximately 164
multi-family units for rental to employees of Castle and other residents of
Lana'i. Of these, 40 quad units have been completed and are available for
rentals. An additional 24 elderly housing units were completed in 1999. These
are available for rental and are managed by Hale Mahaolu, Inc., a non-profit
agency unaffiliated with the Company.
COMMERCIAL PROPERTIES AND SUPPORT SERVICES. The Company owns and manages
approximately 113,000 square feet of improved commercial lease space within
Lana'i City. The Company is also engaged in a number of support businesses or
activities on the island of Lana'i. These support operations include the
management of approximately 542 residential rental units in Lana'i City, and
prior to 1997, the management of a diversified agricultural program. Castle's
agricultural operation on Lana'i included cattle grazing, forage production, a
limited number of small crops and raising beef cattle and hogs. In 1997, Castle
sold the cattle operation and has discontinued substantially all of its
remaining agricultural operations. In addition, Castle owns and operates a water
company, which is regulated by the Hawaii Public Utilities Commission and
provides water service to the resorts, commercial customers, government entities
and the residents of Lana'i City. Castle also owns and operates motor vehicles
used to transport resort guests and employees, which business is also licensed
by the Hawaii Public Utilities Commission.
COMMERCIAL REAL ESTATE
HAWAII PROPERTIES
On the island of Oahu, Castle is the developer and manager of the Mililani
Technology Park, the Iwilei Cannery Development, the Town Center of Mililani and
the Dole Plantation. In the case of the Mililani Technology Park and the Dole
Plantation, Castle utilized undeveloped Company land and processed the property
through the entire range of development, including entitlements and permits,
planning, design, construction of site infrastructure, and construction and
management of building improvements. The Town Center of Mililani is an integral
part of the Mililani master-planned community and its development has been timed
with the growth of the surrounding community. The Iwilei Cannery Development is
an on-going conversion of a former pineapple cannery into an
office-retail-entertainment commercial center. The following paragraphs describe
each of the properties in more detail.
MILILANI TECHNOLOGY PARK is a high technology/business park approximately
two miles from Mililani Town and has approximately 226 acres remaining for
development. The park is planned to be an employment center for Central Oahu and
Oahu's North Shore. The zoning for Mililani Technology Park requires that no
less than 45% of the initial acreage be sold or ground leased to high technology
companies. Phase One of the Mililani Technology Park, with approximately 90
acres remaining, has received all necessary entitlements. Subdivision
improvements for all but approximately 28 acres of Phase One are in place. Of
the 100 acres in Phase One, 50 acres have been sold. As of December 31, 1999, 4
developed lots in Phase One, totaling approximately 19 acres, were being
marketed for sale, with an additional 28 undeveloped acres remaining in this
Phase. Phase Two, consisting of approximately 136 acres, has been classified as
Urban by the Hawaii State Land Use Commission. The City approved the Development
Plan amendment for Phase Two in December 1995. The zoning application will be
submitted for City approval when market conditions warrant. Major development
work is required in Phase Two, including subdivision improvements, construction
of a one million-gallon off-site water reservoir and adding capacity to off-site
sewer lines. There are two buildings owned by Castle in the park: the 29,000
square foot Verifone Building, and the 21,000 square foot multi-tenant office
building known as the Leilehua Building. Castle leases the Leilehua Building
land from a third party. As of December 31, 1999, the Leilehua Building was 89%
leased, with a monthly weighted average rent of $1.65 per square foot. Verifone
was acquired by Hewlett-Packard in 1998. In November 1997, Verifone downsized to
approximately 8,110 square feet of the Verifone Building. In the first quarter
of 1999, Castle relocated its Oahu headquarters to the second floor of the
Verifone Building from the Castle & Cooke Building at the Iwilei Cannery
Development, occupying approximately 16,160 square feet. The remaining 4,700
square feet are available for lease to a third party.
IWILEI CANNERY DEVELOPMENT. This property, previously used by Dole for its
Hawaii pineapple cannery operations, consists of approximately 42 acres (after
completion of in process roadway dedication) and is located approximately 10
minutes driving time to downtown Honolulu, 10-15 minutes driving time to the
Honolulu International Airport, and 15-20 minutes driving time to Waikiki. The
property is in various stages of development. The current operating properties
within the Iwilei development include a single-tenant building (925 Dillingham),
a multi-tenant building (801 Dillingham), and a multi-tenant office and retail
center (the Dole Center). The 925 and 801 Dillingham buildings include 55,000
square feet and 46,000 square feet, respectively, of rentable office space. The
Dole Center consists of multi-tenant office space (Dole Office Building and
Castle & Cooke Building), a retail center (the Shops at Dole Cannery), a
1,200-stall parking structure, which, along with the 748-stall surface parking
lot, serves the entire Dole Center. The Shops at Dole Cannery consists of
approximately 200,000 rentable square feet of retail
12
space, 48,000 square foot banquet facilities (Dole Visitor Center) and the
18-screen Signature Theaters (80,000 square feet) that opened in May 1999.
Signature Theaters, a chain theater operator headquartered in Northern
California, signed a long-term lease for what was formerly the Dole Can Plant.
This 80,000 square foot, 18-screen multi-plex, opened in May 1999, was the first
urban theater complex in Honolulu offering stadium seating and state-of-the-art
audio and visual equipment. At December 31, 1999, the Cannery Development had
approximately 820,000 rentable square feet which was 71% leased to third
parties.
In 1998, Castle formed a venture with Horizon/Glen Outlet Centers Limited
Partnership ("Horizon"), a large developer of outlet centers in the United
States, and the lessee of property at the Dole Cannery under a long-term master
space lease that was to expire in 2044 (the "Cannery Lease"). Under this
agreement, Horizon contributed to the venture (i) its rights and obligations
under the Cannery Lease, and (ii) substantially all of its economic interest in
an approximately 368,000 square foot factory outlet center now known as the
Prime Outlets at Lake Elsinore ("Prime Outlets") in Lake Elsinore, California,
subject to existing mortgage financing, together with certain undeveloped
property comprising approximately 200 acres and located adjacent to the Prime
Outlets. In exchange for its contributions to the venture, Horizon was released
from all continuing obligations under the Cannery Lease. The Company owns a
substantial majority of the venture and controls its operations. As of December
31, 1999, the Prime Outlets was approximately 96% leased. In the fourth quarter
of 1998, Castle purchased an additional 3.89 acres of undeveloped land adjacent
to the Prime Outlets.
Home Depot, the largest home improvement retailer in the United States, is
leasing a nine-acre parcel at the Iwilei Cannery Development on which it has
built a 136,000 square foot store. This, its first store in Hawaii, opened in
late 1999.
TOWN CENTER OF MILILANI is the fifth largest community shopping center on
Oahu. The Town Center, which sits on approximately 45 acres (41 acres of which
are owned by Castle), was built in phases with the first phase completed in
1987. In 1993, Wal-Mart entered into a ground lease for 11 acres and built a
137,000 square foot store (their first store in Hawaii) which opened in 1994.
The Town Center contains approximately 490,000 rentable square feet, of which
Castle owns approximately 442,000 rentable square feet. At December 31, 1999,
approximately 89% of Castle's property was leased. Most of the 48,000 square
feet vacancy is attributable to Woolworth. (As part of a nationwide store
closing, Woolworth negotiated an early termination of its 30,400 square feet
lease at the Town Center.) Also in March 1998, a lease was signed with
Consolidated Theaters, the largest theater operator in Honolulu, for a 14-screen
multi-plex, which opened in late 1999. An additional 15,000 square feet is
vacant as a result of Consolidated vacating their old theatre space.
Approximately 12,000 square feet of additional retail space or office space
could be added to the Town Center.
DOLE PLANTATION, located just north of the town of Wahiawa on a major road
leading to the North Shore of Oahu, is a retail visitor operation, occupying two
buildings totaling approximately 11,000 square feet on approximately 250 acres
(approximately 243 acres of which is a proposed expansion area). The property is
zoned for agricultural use, but has a special use permit to operate a retail
store restricted to selling agricultural and related products. The main products
sold are clothing and other items with the Dole logo, products made in Hawaii,
and food and beverages generally made with pineapples. The Dole Plantation is
one of the busiest tourist attractions on Oahu and had over 870,000 visitors
during 1999 and revenues of approximately $6.5 million. A hedge maze, with the
center in the shape of a pineapple, was completed and opened in April 1998, and
was designated by the 1998 Guinness Book of World Records as the world's largest
permanent maze.
The Leilehua, Verifone, Iwilei Cannery Development and Dole Plantation
properties were pledged as collateral in connection with Castle's credit
agreement with a group of banks prior to November 1999. In November 1999,
Castle's credit agreement was restructured and the properties were released as
collateral. According to 1997 appraisals by independent third parties engaged by
the banks, the total appraised value for the Leilehua, Verifone and Dole
Plantation properties was approximately $16 million, excluding the undeveloped
land. According to a 1998 appraisal by an independent third party engaged by the
banks, the income-producing leases of the Iwilei Cannery Development, including
the Home Depot lease, were valued at approximately $62 million. The Town Center
is pledged as collateral in connection with Castle's fixed rate loan from
Teachers Insurance and Annuity Association of America which funded at the end of
1998 (the "Teachers" Loan).
13
THE HAWAII COMMERCIAL REAL ESTATE MARKET
The Oahu downtown commercial office market has declined in the last few
years with a vacancy rate of 3.5% in 1990 climbing to a high of approximately
19% in 1996, and decreasing to approximately 13% at the end of 1999. This is the
result of a declining economy and an increase in the development of office space
since 1991. Since 1990, the Oahu retail industry has experienced a slow economy
and the entry into the Hawaii market of large discount retailers has had an
adverse effect on smaller local retailers. See "The Hawaii Economy and Housing
Market" for a discussion of the Hawaii economy.
BAKERSFIELD PROPERTIES
In Bakersfield, California, Castle owns two industrial parks comprising 96
acres (Stockdale Industrial Park and Gateway Industrial Park), two industrial
warehouses (Harvel and 7021 Schirra Court), two office buildings (10000 Ming
Avenue and One Riverwalk), a shopping center (The Marketplace), and a 50%
interest in a general partnership that owns a shopping center (Town & Country).
Castle owns 42 acres of undeveloped highway commercial land at Highway 99 and
Bear Mountain Boulevard (Highway 99 at Bear Mountain). In addition, Castle owns
an undeveloped industrial park (Stockdale Industrial Park Phase VI) which
includes 285 acres of land currently being planned for development. The 42 acres
at Highway 99 at Bear Mountain, the two industrial parks (Stockdale Industrial
Park and Gateway Industrial Park) and the undeveloped industrial park (Stockdale
Industrial Park Phase VI) are currently being marketed for sale. The following
paragraphs describe each of these properties in more detail.
HARVEL, located at 7001 Schirra Court, is an industrial warehouse of
tilt-up construction completed in August of 1998. The building contains
approximately 100,000 square feet and is fully leased to Harvel Plastics at a
current monthly base rent of $0.306 per square foot.
7021 SCHIRRA COURT is an industrial warehouse of tilt-up construction
containing approximately 150,000 square feet. At December 31, 1999, the building
was fully leased to the Step 2 Company with a monthly weighted average base rent
of $0.24 per square foot.
10000 MING AVENUE is a Class A, suburban office building constructed in
1984 containing approximately 214,000 square feet. The total site consists of
approximately 18.5 acres and is located in southwest Bakersfield. In November
1997, Castle signed a 10-year lease with AERA Energy, LLC. AERA occupies 185,000
square feet at a monthly base rent of $1.73 per square foot with the remaining
29,000 square feet occupied by All American Pipeline, resulting in a monthly
weighted average base rent for the property of $1.63 per square foot.
ONE RIVERWALK is a 73,000 square foot Class A suburban office building
which was completed in February 1999. Castle & Cooke mainland communities
headquarters occupies approximately 17,000 square feet and effective March 1,
1999, a Dole Food Company subsidiary began leasing approximately 25,000 square
feet. During the first quarter of 1999, Dole vacated the space they occupied in
the One Riverwalk building. Castle and Dole subsequently entered into a lease
termination agreement whereby Dole would pay Castle rent through December 2001
or until Castle finds a replacement tenant. Additionally, Dole will pay for all
tenant improvements made to the space. An additional 18,000 square feet is
leased to third parties. One Riverwalk is leased with a weighted average monthly
rent of $1.64 per square foot.
THE MARKETPLACE is a 32-acre, 300,000 square foot shopping center that has
an "upscale" Georgian theme with a large fountain as an amenity. Phases I and II
(249,000 square feet) are 98% leased. Vons (a major southern California grocery
store chain) and Edwards Cinema are the anchor tenants leasing 57,000 and 58,000
square feet, respectively. Vons opened in November of 1996 and Edwards Cinema
opened in March of 1997. The Marketplace is leased with a weighted average
monthly rent of $1.22 per square foot. The remaining 51,000 square feet of space
is planned to be completed in 2000.
14
TOWN & COUNTRY is a 173,000 square foot shopping center held by a
partnership in which Castle has a 50% ownership interest. The center was built
in 1986 and includes Albertsons Grocery Store and Longs Drug Stores as the major
tenants. As of December 31, 1999, the center was 100% leased with a weighted
average monthly rent of $1.06 per square foot.
THE BAKERSFIELD COMMERCIAL OFFICE REAL ESTATE MARKET
Vacancies in southwest Bakersfield, where Castle's properties are located,
have averaged between a high of 19%, in 1991 and a current 13%. See "The
Bakersfield Economy and Housing Market" for a discussion of the Bakersfield
economy.
OTHER PROPERTIES
Castle owns and operates office buildings in Georgia (Premier Plaza), North
Carolina (Landmark Center, Horizons at Six Forks and 4700 Falls) and Arizona
(Regents Center) and an apartment complex in North Carolina (One Norman Square).
Castle also owns one golf course and is completing construction of another in
San Jose, California (Coyote Creek); owns a golf course in Sierra Vista, Arizona
(Pueblo Del Sol); owns a golf course in Keene's Pointe (Orlando Florida); and
owns a landfill in San Jose, California (Kirby Canyon) that is leased to and
operated by a third party. Castle also owns a substantial majority interest in a
venture that owns substantially all of the economic interest in an outlet
shopping center (Prime Outlets) in Lake Elsinore, California. Except as
otherwise noted below, all office leases are full service, with excess operating
expenses passed through to the tenants. The following paragraphs describe each
of the properties in more detail.
PREMIER PLAZA includes One Premier Plaza and Two Premier Plaza. One Premier
Plaza is a Class A, suburban multi-tenant office building constructed in 1988
located in the North Central sub-market of Atlanta, Georgia consisting of
approximately 188,000 square feet. At December 31, 1999, this building had an
occupancy rate of 89% with a monthly weighted average base rent of $1.74 per
square foot. Two Premier Plaza, a sister Class A building at the same location,
consists of approximately 129,000 square feet and was completed in December
1997. At December 31, 1999, it was approximately 99% leased with a monthly
weighted average base rent of $1.92 per square foot.
LANDMARK CENTER consists of two Class A office buildings constructed in
1984 and 1986, respectively, located in northeastern Raleigh, North Carolina.
Building One consists of approximately 82,000 square feet and Building Two
consists of approximately 84,000 square feet. Total site area is 7.02 acres. At
December 31, 1999, Landmark Center had an occupancy rate of 100% with a monthly
weighted average base rent of $1.52 per square foot.
HORIZON AT SIX FORKS consists of two multi-tenant office buildings and two
single-tenant buildings located in Raleigh, North Carolina. The buildings are
Class A and were constructed in 1989, 1990, and 1996. The two multi-tenant
office buildings consist of approximately 32,000 and 27,850 square feet,
respectively. The two single-tenant buildings consist of approximately 20,500
and 46,700 square feet, respectively. The total site area is 12.31 acres. At
December 31, 1999, the properties were 100% leased with a monthly weighted
average base rent of $1.18 per square foot. Some of the leases are full service
and some are net of electric and/or janitorial expenses.
4700 FALLS is a class A suburban multi-tenant office building constructed
in 1999 and granted a temporary certificate of occupancy in January 2000. The
building located in Raleigh, North Carolina consists of approximately 173,000
square feet. At December 31, 1999. Leases for 9,660 square feet have been
executed, and lease negotiations were in process with other prospective tenants.
The weighted average base rent for the executed leases was $1.75 per square
foot.
REGENTS CENTER consists of two office buildings located in Tempe, Arizona.
Regents Center I was constructed in 1989 and consists of approximately 62,000
square feet with a total site area of 4.27 acres. At December 31, 1999, it was
100% occupied by DHL Worldwide Express at a monthly base rent of $1.90 per
square foot. Regents Center II, an approximately 43,000 square foot building,
was completed in 1998. The building is 100% leased to IKON Office Solutions at a
monthly base rent of $1.60 per square foot.
SRP SITE located in Tempe, AZ is approximately 15.35 acres located at the
corner of Elliott and Kyrene Roads. The undeveloped site will support
approximately 96,000 square feet of garden office space. In addition, there are
three to four retail pads that can be sold for development.
15
ORLANDO CARRIER HOTEL is a former Costco warehouse building located on
approximately 8.8 acres in Eatonville, Florida, a suburb of Orlando. The 113,000
square foot facility, built in 1985, is currently under renovation for the
conversion to a telecommunications carrier hotel. The facility will be marketed
to telecommunications companies for the purpose of housing their switch
operations. Currently lease negotiations are underway with three tenants, who
would occupy approximately 50% of the building.
ONE NORMAN SQUARE APARTMENTS located in Cornelius, North Carolina, a suburb
of Charlotte, is a 192-unit apartment complex constructed in 1993. At December
31, 1999, the property was 75% leased with an average monthly lease rent of $755
per unit.
COYOTE CREEK GOLF COURSE, located approximately 2.5 miles south of San
Jose, California, and formerly known as Riverside Golf Course, consists of two
18-hole daily-fee courses. In August 1999, Castle completed a new 18-hole
daily-fee golf course adjacent to the existing course. This course was designed
by Jack Nicklaus and approximately 22,000 rounds were played at an average of
$62 per round in 1999. In conjunction with the construction of the new golf
course, the existing clubhouse was replaced with an approximately 12,000 square
foot clubhouse that serves both the new Jack Nicklaus course and the existing
course. In January of 2000, the existing golf course was taken out of play and
is being renovated with a new Jack Nicklaus design. It is expected that this
course will re-open in the second quarter of 2001.
PUEBLO DEL SOL GOLF COURSE, located in Sierra Vista, Arizona, is an 18-hole
daily-fee course surrounded by Castle's residential development. In 1999,
approximately 36,500 rounds were played at an average fee of $17.50 per round.
In 1996, the Company completed a 7,000 square foot clubhouse at the Pueblo Del
Sol Golf Course and made certain improvements to the golf course.
KEENE'S POINTE COUNTRY CLUB, located in Orlando Florida, opened in the
third quarter of 1999. Keene's Pointe is an 18-hole daily-fee course designed by
Jack Nicklaus and is surrounded by residential property being developed by the
Keene's Pointe Partnership. In 1999, approximately 7,600 rounds were played at
an average fee of $56 per round. Also opening in the third quarter of 1999 was
the 23,000 square foot Keene's Pointe Clubhouse which will serve the golf course
and surrounding communities.
THE SADDLE CREEK GOLF CLUB located in Copperopolis, California, is an
18-hole daily-fee course designed by Morrish & Associates surrounded by Castle's
residential development. From May of 1999 through December 1999, approximately
19,000 rounds were played at an average fee of $42.50 per round. Also, Castle
expects to open a 12,000 square foot clubhouse in the fourth quarter of 2000,
which will serve the golf course and surrounding community.
PRIME OUTLETS, located in Lake Elsinore, California, is an approximately
368,000 square foot factory outlet center. As of December 31, 1999, the Prime
Outlets was approximately 80% leased.
KIRBY CANYON, located approximately 2.5 miles south of San Jose,
California, is an operating landfill leased to a large waste management company.
The Schirra Court, 10000 Ming, The Marketplace, One Premier Plaza, Two
Premier Plaza, Horizon at Six Forks, Regents Center I and II, One Norman Square
and Coyote Creek Golf Course properties are pledged as collateral for Castle's
credit agreement with a group of banks. According to 1997 appraisals by
independent third parties engaged by the banks, the total appraised value of the
Schirra Court, The Marketplace, One Premier Plaza, Horizon at Six Forks, Regents
Center I, One Norman Square and Coyote Creek Golf Course properties was
approximately $90 million. According to 1998 appraisals by independent third
parties engaged by the banks, Two Premier Plaza and Regents Center II had a
combined value of approximately $23 million. According to a 1998 appraisal by an
independent third party engaged by the banks, the total appraised value of 10000
Ming was approximately $29 million. Landmark Center is pledged as collateral in
connection with the Teachers Loan.
16
COMPETITION AND OTHER INDUSTRY FACTORS
Castle's real estate operations are cyclical and highly sensitive to
changes in general and local economic conditions. Such conditions are levels of
consumer confidence, employment, income, interest rates, demand for housing and
office space and the availability of financing for mortgages, acquisitions and
construction. Other factors include shifts in population, fluctuations in the
real estate market, changes in the desirability and preferences for residential,
commercial and industrial areas, increased competition in the luxury resort
market, and the effects of changes in tax laws. Land use planning, management
and development are also subject to local zoning, economic and political
constraints. The State of Hawaii's regulatory process is lengthy and
time-consuming. The process of securing proper approvals and permits can be
costly, and no assurances can be given that requested approvals will be
obtained.
The real estate industry is highly competitive, with developers and
homebuilders competing for desirable properties, financing, raw materials and
skilled labor. Castle generally competes against a number of large,
well-capitalized real estate developers for residential, commercial and
industrial projects. Castle competes for residential sales with other
developers, homebuilders and the re-sale housing market, and for commercial and
industrial sales and leases with other developers with the same or similar
products. Castle competes primarily on the basis of location, price, quality,
design, service, and reputation.
Hawaii is home to a number of the top resort hotels in the world. Castle's
Lana'i resort hotels are in competition with these resorts for both individual
travelers and high level groups. Moreover, because Lana'i is considered a
world-class destination, it competes with resort hotels around the world with a
similar guest profile. Furthermore, increased competition in the market can be
expected as additional luxury resort hotels are opened around the world.
In addition to the general risks of real estate development and resort
operation and development, Castle is subject to some special or more pronounced
risks with respect to its Hawaii properties. These include the availability of
construction materials and labor and the costs thereof (including transportation
costs); adverse changes in the market for real estate due to the adverse changes
in international economic conditions which lessen travel, tourism and investment
in Hawaii; costs associated with environmental matters; and delays in obtaining
permits or approvals for development. Competition for the acquisition of
developable land is particularly intense in Hawaii, largely due to the
concentration of land ownership and the limited supply of available land that is
entitled for development.
In 1995, the Hawaii Supreme Court issued a decision (commonly known in
Hawaii as the "PASH Decision") which held that native Hawaiians possess rights
to engage in traditional and customary practices on undeveloped land in Hawaii.
The PASH Decision has created some uncertainty as to what these rights are and
how they may be exercised in light of other legally recognized rights of private
property owners. The Company is sensitive to the recognition of legitimate
native Hawaiian rights and supports establishing a process whereby these rights
can be fairly determined while preserving the rights of property owners. To
date, the Company has not experienced any adverse impact on its operations as a
result of the PASH Decision. At this time, however, there can be no assurance
that a process will be established to balance these rights of native Hawaiians
with those of property owners, and that the exercise of such native Hawaiian
rights will not adversely affect the Company's development and other operations.
ENVIRONMENTAL AND REGULATORY MATTERS
Castle is subject to local, state and federal statutes, ordinances, rules
and regulations, including those protecting health and safety, archeological
preservation laws, cultural and environmental laws, including without limitation
the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act
and the Endangered Species Act. The particular environmental requirements that
apply to any given community vary greatly according to the condition and the
present and former uses of the site. Environmental laws may cause Castle to
incur substantial compliance, mitigation and other costs, may restrict or
prohibit development in certain environmentally sensitive areas, and may delay
or prevent completion of Castle's projects and adversely impact the
profitability of such projects.
Portions of Castle's properties in California, Keene's Pointe and on Lana'i
contain habitat for endangered or potentially endangered species. Some of the
properties held for development by Castle in California, Florida and Hawaii were
formerly sites of large agricultural operations, which necessarily involved the
use of pesticides and other
17
agricultural chemicals. In addition, petroleum operations conducted by third
parties are or have been located on or adjacent to land owned by Castle in
Bakersfield and Hawaii.
Although environmental laws have not had a material adverse effect on
Castle's capital expenditures, earnings or competitive position to date, and
management is not currently aware of any environmental compliance issues that
are expected to have a material adverse effect on Castle, no assurance can be
given that such laws will not have a material adverse effect on Castle in the
future. In connection with the Distribution, Castle assumed and indemnified Dole
against any environmental liabilities associated with properties obtained from
Dole and certain other real estate projects completed by Dole prior to the
Distribution Date.
The availability and quality of water can affect real estate development
and operations. California has experienced drought conditions from time to time,
resulting in certain water conservation measures and, in some cases, rationing
by local municipalities with which Castle does business. Similarly, water
availability and quality can affect the Company in other locations where it does
business. Although Castle has not suffered any curtailment of its development
activity or operations as a result of drought or problems with the availability
or quality of water, restrictions on the Company's operations resulting from
water unavailability could have an adverse effect upon Castle's operations.
Changes in federal income tax laws and state and local property tax laws
may affect demand for new homes and therefore the value of developable real
property. In addition, Hawaii imposes "roll-back" taxes on agricultural land
which is reclassified for other purposes. Three years after reclassification of
agricultural land for higher urban or rural use, or earlier if the land is put
to such higher use, the owner is assessed the difference between the normal tax
rate and the preferential agricultural tax rate which was paid during the
preceding ten years, plus interest at the statutory rate.
Castle's real estate operations are subject to approval and regulation by
various federal, state and county agencies. Approval may be required with
respect to the layout, design and extent of improvements, as well as
construction, land use, water use, zoning, health, environmental and numerous
other matters. Approvals may also be required for sales and marketing
activities, sales literature, contract forms and the like. Castle is subject to
a number of laws imposing registration, filing and disclosure requirements with
respect to its residential developments, including the Lana'i resort residential
development. For example, the Federal Consumer Credit Protection Act requires,
among other things, that certain disclosures be made to purchasers about finance
charges in credit transactions. Various federal, state and local authorities
regulate the manner in which Castle conducts its sales activities and other
dealings with its customers.
LICENSES
Castle is licensed as a general building contractor by the states of Hawaii
and California and has applied for licensing in Florida, and is licensed as a
real estate broker in Hawaii and Florida and has applied for licensing in
California. These licenses must be renewed periodically. Castle holds liquor
licenses for its Lana'i resort development and the Dole Plantation in Hawaii,
the Seven Oaks Country Club in Bakersfield, the Coyote Creek Golf Course in San
Jose, the Pueblo Del Sol Golf Course in Sierra Vista, and has applied for a
liquor license for the Keene's Pointe Country Club in Orlando. Castle also holds
a motor carrier certificate for its Lana'i operations.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The major raw materials and operating supplies used by the Company are
lumber, concrete, roofing material, steel frames, and plumbing and electrical
fixtures. Materials used in the construction of Castle's homes are generally
available from a number of sources. However, material prices may fluctuate due
to various factors, including demand or supply shortages.
Castle is subject to certain risks associated with the availability and
cost of materials and labor, delays in construction schedules and cost overruns.
Environmental regulations can also have an adverse impact on the availability
and price of certain materials such as lumber. Additionally, Castle's operations
are susceptible to delays caused by strikes or other events involving trade
unions, weather disturbances, and international events affecting the shipping
industry and the transportation of building materials.
Independent contractors, subcontractors and suppliers from customary trade
sources generally secure the materials and supplies used in the construction
work conducted by Castle. Construction time for Castle's homes depends on the
time of the year, the local labor situation, the availability of materials and
supplies and other factors. Castle is not presently experiencing any serious
labor or material shortages; however, the residential construction industry has
in the past experienced serious labor and material shortages, including lumber,
insulation, drywall and
18
cement. Delays in construction of homes due to these shortages or to inclement
weather conditions could have an adverse effect upon Castle's homebuilding
operations.
EMPLOYEES
At December 31, 1999, the Company had approximately 1,840 full and
part-time employees, including corporate staff, supervisory personnel of
construction projects, maintenance crews to service completed projects, resort
and hotel staff, as well as persons engaged in administrative, legal, finance
and accounting, engineering, land acquisition and development, and sales and
marketing activities. At December 31, 1999, certain of Castle's Hawaii employees
were affiliated with the Carpenters' Union (68 employees), and the International
Longshoremen's and Warehousemen's Union (784 employees). The Company's
California and other Mainland employees are not unionized. In addition, Castle
hires contractors and subcontractors for many of its development and
homebuilding operations. The Company believes that its relations with the
employees have been satisfactory.
19
ITEM 2. PROPERTIES
The Company owns and maintains executive offices in Los Angeles, California
and auxiliary executive offices in Honolulu, and Lana'i City, Hawaii,
Bakersfield, California and Kannapolis, North Carolina. In the first quarter of
1999, Castle moved its Oahu headquarters from their offices in the Castle &
Cooke Building at the Iwilei Cannery Development to the Verifone Building in
Mililani Technology Park. Also in the first quarter of 1999, Castle moved its
Bakersfield offices from 10000 Ming Avenue to the newly-constructed One
Riverwalk office building. The Company and each of its subsidiaries believe that
their property and equipment are generally well maintained, in good operating
condition and adequate for their present needs.
The following is a description of the Company's significant properties.
HAWAII - RESIDENTIAL
Castle's residential landholdings and unentitled agricultural and
conservation landholdings on Oahu, as of December 31, 1999, are described in the
following table.
STATE LAND
NUMBER OF NUMBER OF ENTITLED USE
UNITS (1) ACRES ACRES COMMISSION
PROPERTY (APPROXIMATE) (APPROXIMATE) (APPROXIMATE) CLASSIFICATION
-------- ---------------- ----------------- ----------------- ---------------------
Mililani Mauka Phase I.................... 362 143 143 Urban
Mililani Mauka Phase II-A................. 579 119 119 Urban
Mililani Mauka Phase II-B................. 1,543 280 280 Urban
Mililani Makai............................ - - - Urban
Royal Kunia (2)........................... 914 186 186 Urban
Lalea..................................... 16 2 2 Urban
Na Pu'u Nani (3).......................... 640 255 255 Urban
Mililani Mauka 110 Acre Site.............. - 110 - Urban
Kipapa Gulch (5).......................... - 1,600 - Agricultural(4)
Koa Ridge Mauka........................... - 640 - Agricultural(4)
Koa Ridge Makai........................... - 570 - Agricultural(4)
Waiawa.................................... - 418 - Agricultural(4)
Waipio West............................... - 270 - Agricultural(4)(6)
Mililani South............................ - 610 - Agricultural(4)
Whitmore.................................. - 295 - Agricultural(4)
Waipio Forest/Other....................... - 5,520 - Conservation(4)
------ ------ ------
TOTAL HAWAII.............................. 4,054 11,018 985
====== ====== ======
- -------------------------------
(1) Number of units refers to the remaining (unsold and, in certain cases,
undeveloped) approved units and units on entitled land as of December 31,
1999.
(2) Wholly-owned subsidiaries of Castle, one of which is the managing general
partner, own 50% of the limited partnership that owns Royal Kunia. The
partnership is controlled by Castle and included in the Company's
consolidated financial statements.
(3) Na Pu'u Nani, located on the island of Hawaii, is held by a joint venture
in which a wholly-owned subsidiary of Castle owns a 30% interest and is the
managing general partner.
20
(4) Property has no approvals for development. In Hawaii, obtaining the many
necessary approvals for residential and commercial developments is an
extended process, which can involve a number of different governmental
jurisdictions and agencies, considerable risk and expense, and substantial
delays.
(5) Includes approximately 125 acres of non-developable open space associated
with the Mililani Mauka Phase I and Phase II-A properties.
(6) The City and County of Honolulu announced plans for a large regional park
and sports complex in Central Oahu on this property. The Company has been
negotiating the terms of the transfer of this property with the City and
County since the County announced its intention to proceed to acquire the
property through eminent domain proceedings.
21
MAINLAND - RESIDENTIAL
Castle's residential, open space and agricultural landholdings in
California, Florida and Arizona as of December 31, 1999 are described in the
following table.
NUMBER OF LOTS ENTITLED
(1) NUMBER OF ACRES ACRES CURRENT
PROPERTY (APPROXIMATE) (APPROXIMATE) (APPROXIMATE) ZONING
-------- ----------------- ------------------ ----------------- ---------------
BAKERSFIELD:
Seven Oaks............................... 1,757 1,079 1,079 Residential
Silver Creek............................. 260 128 128 Residential
Brimhall ................................ 295 167 167 Residential
Haggin Oaks (Single Family).............. 1 1 1 Residential
Campus Park (Single Family).............. 129 23 23 Residential
Mission Oaks (Single Family)............. 340 61 61 Residential
Renfro (Single Family)................... 327 81 81 Residential
Ming & Gosford (Multi Family)............ - 31 31 Residential
Brimhall bulk land....................... - 683 683 Residential
Brimhall freeway alignment............... - 100 100 Residential
----- ----- -----
3,109 2,354 2,354
----- ----- -----
OTHER CALIFORNIA:
Saddle Creek.............................. 1,059 668 668 Residential
Atascadero................................ 3 11 11 Residential
Mountaingate.............................. - 282 - Residential
San Jose.................................. - 2,210 - Open Space
----- ----- -----
1,062 3,171 679
----- ----- -----
ORLANDO, FLORIDA
Keene's Pointe 400 250 250 Residential
ARIZONA:
Winterhaven.............................. 956 321 321 Residential
Sierra Vista Other Entitled.............. 47 686 686 Residential
40 Acre Parcels - Cochise County......... - 366 - Open Space
Unentitled - Greater Sierra Vista Area... - 2,680 - Open Space
----- ----- -----
1,003 4,053 1,007
----- ----- -----
TOTAL MAINLAND 5,574 9,828 4,290
============== ===== ===== =====
- ---------------------------------
(1) Number of lots refers to the remaining (unsold and, in certain cases,
undeveloped) lots that either have entitlements or are planned for future
development as of December 31, 1999.
22
COMMERCIAL
The total land owned by Castle on the island of Oahu and designated by
Castle for commercial or industrial development is approximately 753 acres.
Approximately 542 acres are not fully entitled commercial or industrial lands
and may not all be developed for commercial or industrial uses.
In California, Castle owns approximately 838 acres of land, which are
intended for commercial use, including approximately 531 entitled acres in
Bakersfield. Castle owns approximately 164 acres in Sierra Vista, Arizona, which
are used to operate the 18-hole Pueblo Del Sol Golf Course.
Castle's commercial land in San Jose, California consists of 149 acres that
are used for the operation of the 18-hole Coyote Creek Golf Course, an
additional 149 acres that are used for a new 18-hole golf course that was
completed in mid-1999 and 760 acres that have been leased to a third party for
the Kirby Canyon landfill site.
Castle's Lindero Canyon property is currently undeveloped and consists of
approximately 10 acres located in Westlake Village, California.
Castle's Mountaingate commercial property is located in Los Angeles County.
This consists of an approximately 67-acre closed landfill site that is being
mined for methane gas by a third party.
Castle's commercial landholdings as of December 31, 1999, are described in
the following table.
PROPERTY
NUMBER
HAWAII LOCATION OF ACRES TYPE
------ -------- -------- ----
OPERATING PROPERTY
------------------
Verifone Office Building................................... Mililani, HI 4 Office
Leilehua Building.......................................... Mililani, HI - Office (1)
925 Dillingham Office Building............................. Honolulu, HI 3 Office
801 Dillingham Office Building............................. Honolulu, HI 2 Office
Home Depot - Iwilei........................................ Honolulu, HI 9 Retail
Dole Center................................................ Honolulu, HI 17 Office/Retail
Dole Plantation Retail Visitor Center...................... Wahiawa, HI 7 Agricultural (2)
Town Center of Mililani.................................... Mililani, HI 41 Retail
--
83
==
CURRENT LAND
NUMBER USE
UNDEVELOPED LANDHOLDINGS LOCATION OF ACRES DESIGNATION
------------------------ -------- -------- -----------
Mililani Mauka Commercial.................................. Mililani, HI 24 Urban
Mililani Technology Park................................... Mililani, HI 226 Urban
Pine Spur.................................................. Wahiawa, HI 163 Agricultural
Dole Plantation............................................ Wahiawa, HI 243 Agricultural
Other Iwilei............................................... Honolulu, HI 14 Urban (3)
---
670
===
- ---------------------------------
(1) Leasehold
(2) The property is zoned for agricultural use, but has a special use permit to
operate a retail store restricted to selling agricultural and related
products.
(3) Six acres are improved and five acres partially improved.
23
NUMBER
MAINLAND LOCATION OF ACRES TYPE
-------- -------- -------- ----
OPERATING PROPERTY
------------------
Ming Avenue Office Building................................ Bakersfield, CA 19 Office
One Riverwalk Office Building.............................. Bakersfield, CA 5 Office
The Marketplace Shopping Center............................ Bakersfield, CA 33 Retail
Schirra Court Industrial Warehouse......................... Bakersfield, CA 8 Industrial
Harvel Warehouse........................................... Bakersfield, CA 8 Industrial
Premier Plaza Office Buildings............................. Atlanta, GA 8 Office
Landmark Center Office Buildings........................... Raleigh, NC 7 Office
Horizon at Six Forks Office Buildings...................... Raleigh, NC 12 Office
Falls of the Neuse Office Building (under construction).... Raleigh, NC 10 Office
Regents Center Office Buildings............................ Tempe, AZ 9 Office
Orlando....................................................
One Norman Square Apartments............................... Cornelius, NC 22 Multi Family
Coyote Creek Golf Courses.................................. San Jose, CA 298 Golf Course
Pueblo del Sol Golf Course................................. Sierra Vista, AZ 164 Golf Course
C&C Carrier Hotels......................................... Orlando, FL 9 Industrial
Keene's Pointe Golf Course................................. Orlando, FL 240 Golf Course
Saddle Creek Golf Course.................................. Copperopolis, CA 198 Golf Course
Prime Outlets (1) ....................................... Lake Elsinore, CA 43 Retail
Kirby Canyon............................................... San Jose, CA 760 Landfill
-----
1,853
-----
CURRENT LAND
NUMBER USE
UNDEVELOPED LANDHOLDINGS LOCATION OF ACRES DESIGNATION
------------------------ -------- -------- ------------
Stockdale Industrial Park.................................. Bakersfield, CA 310 Industrial
Gateway Industrial Park.................................... Bakersfield, CA 71 Industrial
Silver Creek Commercial.................................... Bakersfield, CA 34 Commercial
Stockdale Highway.......................................... Bakersfield, CA 74 Commercial
Highway 99 @ Bear Mountain ................................ Bakersfield, CA 42 Commercial
SRP Project................................................ Tempe, AZ 15 Industrial
Camarillo.................................................. Camarillo, CA 5 Commercial
Paso Robles................................................ Paso Robles, CA 9 Commercial
Lindero Canyon............................................ Westlake Village, CA 20 Commercial
Lake Elsinore.............................................. Lake Elsinore, CA 84 Commercial
Lake Elsinore Open Space................................... Lake Elsinore, CA 122 Open Space
Mountaingate .............................................. Los Angeles, CA 67 Landfill
---
853
===
Certain operating properties of Castle are under mortgages in favor of
Castle lenders.
(1) The Company owns substantially all of the economic interest in this
property which is held by a limited partnership.
24
RESORTS
The island of Lana'i is the sixth largest of the islands of Hawaii. Castle
owns approximately 88,000 acres or 98% of the island. Of the total acreage on
the island (approximately 90,500 acres), approximately 3,228 acres are
classified by the Hawaii State Land Use Commission as Urban, 38,197 acres are
classified as Conservation, 46,678 acres are classified as Agricultural and
2,397 acres are classified as Rural.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved from time to time in various claims and legal
actions incident to its operations. In the opinion of management, after
consultation with legal counsel, none of such claims is expected to have a
material adverse effect on the financial condition or other operating results of
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1999.
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of the
Company as of March 20, 2000 indicating their positions with the Company and
their principal occupations during at least the past five years. Each of such
executive officers serves at the discretion of the Board of Directors.
NAME AND AGE POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
- ----------------------------- -----------------------------------------------------------------------------------------
David H. Murdock (76) Chairman of the Board, Chief Executive Officer and Director of Castle since October 1995.
Chairman of the Board, Chief Executive Officer and Director of Castle & Cooke
Homes, Inc. (formerly a publicly traded company that was 82% owned by Dole) from
September 1992 until January 1995. Chairman of the Board, Chief Executive
Officer and Director of Dole since July 1985. Since June 1982, Chairman of the
Board and Chief Executive Officer of Flexi-Van Corporation, a Delaware
corporation wholly-owned by Mr. Murdock. Sole owner and developer of the
Sherwood Country Club in Ventura County, California, and numerous other real
estate developments; also sole stockholder of numerous corporations engaged in a
variety of business ventures, including the manufacture of textile-related
products, and industrial and building products.
Lynne Scott Safrit (41) President - North American Commercial Operations of Castle since October 1995 and
Director since December 1995. President of Mega Management Company, Inc. since
December 1993, and President of Atlantic American Properties, Inc. since August 1989,
both of which are real estate management companies wholly-owned, directly or
indirectly, by David H. Murdock.
Bruce M. Freeman (50) Senior Vice President of Castle since October 1995. President of Castle & Cooke
California, Inc., a California corporation (a subsidiary of Castle conducting the
mainland communities real estate business) or its predecessor company since September
1993. President Bakersfield/Arizona of Castle & Cooke Homes, Inc. from September 1993
to January 1995.
Harry A. Saunders (49) Executive Vice President and Chief Operating Officer, Castle & Cooke Hawaii.
25
Patrick J. Birmingham (62) Senior Vice President of Castle since February 1998 and a Director since February
1999. President and Chief Operating Officer of Lana'i Company, Inc. (a subsidiary of
Castle conducting the resorts business on Lana'i) since February 1998. Mr. Birmingham
retired from ITT Sheraton Corporation in October 1995. Senior Vice President and
Director of International Development, ITT Sheraton Corporation, 1995; and Senior Vice
President and President of Europe, Africa and Middle East Division, ITT Sheraton
Corporation, 1993 to 1994. Mr. Birmingham is also a member of the Board of Directors
of Pleasant Travel Service and the Hogan Family Trust, Inc.
Edward C. Roohan (36) Vice President and Chief Financial Officer of Castle since April 1996 and Vice
President and Corporate Controller of Castle from October 1995 to April 1996. Vice
President and Corporate Controller of Castle & Cooke Homes, Inc. from August 1993 to
January 1995.
Roberta Wieman (55) Vice President and Corporate Secretary of Castle since April 1996. Vice President of Dole
since February 1995. President of Pacific Holding Company, a sole proprietorship of David H.
Murdock, since January 1999, and Secretary since 1992. Executive Assistant to the Chairman
of the Board and Chief Executive Officer of Dole from November 1991 to February 1995.
Dean R. Estrada (34) Treasurer of Castle since July 1999 and Assistant Treasurer for Castle from February
1996 to June 1999. Senior Treasury Analyst for Foothill Capital Corporation in Los
Angeles, CA from 1995 to 1996. Senior Treasury Analyst for Equifax, Inc., Atlanta, GA
from 1990 to 1995.
Michael Aversano (31) Corporate Controller of Castle & Cooke, Inc., since November 1999. Audit Manager for The
Walt Disney Company from June 1999 to November 1999. Audit Manager for Deloitte
& Touche, LLP from 1996 to 1999 and employed in the Audit Division of Deloitte &
Touche, LLP from 1991 to 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 16, 2000, there were approximately 8,664 holders of record of
the Company's Common Stock. The Company's Common Stock is traded on the New York
Stock Exchange ("NYSE") under the symbol "CCS". The following table shows the
market price range of the Company's Common Stock for each quarterly period in
1999 and 1998:
HIGH LOW
----------- ----------
1999
First Quarter....................... $ 16.94 $ 13.38
Second Quarter...................... 17.63 13.25
Third Quarter....................... 17.75 14.25
Fourth Quarter...................... 15.50 12.00
----------- ----------
Year................................ $ 17.75 $ 12.00
=========== ==========
HIGH LOW
----------- ----------
1998
First Quarter....................... $ 17.31 $ 14.19
Second Quarter...................... 19.19 16.63
Third Quarter....................... 21.38 14.75
Fourth Quarter...................... 16.44 13.63
----------- ----------
Year................................ $ 21.38 $ 13.63
=========== ==========
26
The payment and amount of cash dividends on Castle Common Stock will be
subject to the discretion of Castle's Board of Directors. Castle anticipates
that it will retain all earnings for use in its business and will not pay cash
dividends on shares of Castle Common Stock in the foreseeable future.
Furthermore, the terms of the Credit Agreement restrict the payment of dividends
on the Castle Common Stock. Castle's dividend policy will be reviewed by
Castle's Board of Directors from time to time as may be appropriate and payment
of dividends will depend upon Castle's financial position, capital requirements
and Credit Agreement restrictions and such other factors as Castle's Board of
Directors deems relevant.
No equity securities of Castle were sold by Castle since the Distribution
that were not registered under the Securities Act of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 17 of
the Castle Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 18 through 23 of the Castle Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the information appearing on
pages 24 through 39 of the Castle Annual Report. See also Item 14 of this report
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Company's independent public accountants
for 1999, 1998 and 1997 nor have there been any disagreements with the Company's
independent public accountants on accounting principles or practices for
financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information regarding the
Company's directors that appears under the caption "Election of Directors" in
the Company's definitive proxy statement for its 2000 Annual Meeting of
Stockholders (the "2000 Proxy Statement"). There is hereby incorporated by
reference the Company's executive officers and related information under
"Executive Officers of the Registrant", which is set forth in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information that appears
under the captions "Compensation of Directors" and "Compensation of Executive
Officers" in the 2000 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information with respect to
security ownership that appears under the captions "Beneficial Ownership of
Certain Stockholders" and "Security Ownership of Directors and Executive
Officers" in the 2000 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information that appears
under the caption "Certain Transactions" in the 2000 Proxy Statement.
27
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ANNUAL
REPORT
PAGE
--------
(a)1. FINANCIAL STATEMENTS:
Consolidated Statements of Operations for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997........................................................ 24
Consolidated Balance Sheets at December 31, 1999 and December 31, 1998......................... 25
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997........................................................ 26
Consolidated Statements of Cash Flows for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997........................................................ 27
Notes to Consolidated Financial Statements..................................................... 28-38
Report of Independent Public Accountants....................................................... 39
2. FINANCIAL STATEMENT SCHEDULES:
FORM
10-K
PAGES
-------
Independent Public Accountants' Report on Financial Statement Schedule......................... F-1
Schedule III - Real Estate and Accumulated Depreciation........................................ F-2
All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.
3. EXHIBITS
EXHIBIT
NO
- -----------
2.1 Allocation Agreement between the Company and Dole Food Company, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Company's Registration Statement on Form 10/A, as amended, File No. 1-14020).
3.1 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10/A, as amended, File No. 1-14020).
3.2 Resolution of the Board of Directors of Castle authorizing and fixing the terms and conditions of the Series A 10%
Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement
on Form 10/A, as amended, File No. 1-14020).
3.3 Bylaws as amended through February 9, 1999. (incorporated
herein by reference to Exhibit 3.3 to the Company's Annual Report
on form 10k for the year ended December 31, 1998,
File No. 001-14020)
4.1 Term Note (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on
Form 10/A, as amended, File No. 1-14020).
4.2 Amended and Restated Credit Agreement dated as of May 16, 1997, among Castle & Cooke, Inc., as Borrower, and the
Lenders named therein, and the Chase Manhattan Bank, as Administrative Agent and Collateral Agent (incorporated
herein by reference to Exhibit 4.2 to the Company's Form 10-Q for the quarterly period ended June 30, 1997,
File No. 1-14020).
4.3 Amendment No. 1 to the Amended and Restated Credit Agrement (incorporated herein by reference to
Exhibit 4.3 to the Company's Form 10-Q for the quarterly period ended June 30, 1998, File No. 1-14020).
28
4.4 Amendment No. 2 to the Amended and Restated Credit Agreement (incorporated herein by reference to
Exhibit 4.3 to the Company's Form 10-Q for the quarterly period ended June 30, 1998, File No. 1-14020).
4.5 Amendment No. 3 to the Amended and Restated Credit Agreement (incorporated herein by reference to
Exhibit 4.3 to the Company's Form 10-Q for the quarterly period ended June 30, 1998, File No. 1-14020).
4.6 Temporary Waiver Agreement relating to the Amended and Restated Credit Agreement (incorporated herein by reference
to Exhibit 4.3 to the Company's Form 10-Q for the quarterly period ended June 30, 1998, File No. 1-14020).
4.7 10 year $98 million Term Note at 7.66 fixed rate with Teachers Insurance and Annuity Association of America.*
4.8 Credit Agreement dated as of October 28, 1999, among Castle & Cooke Inc., as Borrower, and the Lenders named therein,
and Bank of America, N.A., as Agent.*
The Company agrees to furnish to the Securities and Exchange
Commission upon request a copy of each instrument with respect to
issues of long-term debt of the Company and its subsidiaries, the
authorized principal amount of which does not exceed 10% of the
consolidated assets of the Company and its subsidiaries.
Executive Compensation Plans and Arrangements - Exhibits 10.1, 10.2, 10.3, 10.4,
10.5, 10.6 and 10.7:
10.1 Employee Benefits and Compensation Allocation Agreement between the Company and Dole Food Company, Inc.
(incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form 10/A,
as amended, File No. 1-14020).
10.2 Amended and Restated 1995 Stock Option and Award Plan (as amended through February 9, 1999, subject to
stockholder approval).(incorporated herein by reference to Exhibit 10.2 to the Company's Annual Report
on form 10k for the year ended December 31, 1998, File No. 001-14020)
10.3 Form of Non-Qualified Stock Option Agreement for Initial Converted Options under the 1995 Plan (incorporated
herein by reference to Executive Compensation Plans and Arrangements - Exhibit 10.3 to the Company's Annual Report
on Form 10K for the year ended December 31, 1995, File No. 1-14020).
10.4 Form of Non-Qualified Stock Option Agreement for Initial Converted Options under the 1995 Plan (incorporated
herein by reference to Executive Compensation Plans and Arrangements - Exhibit 10.4 to the Company's Annual Report
on Form 10K for the year ended December 31, 1995, File No. 1-14020).
10.5 Amended and Restated 1995 Stock Option and Award Plan (as amended
through February 9, 1999, subject to stock holder approval).*
10.6 Consulting Contract between Company and Wallace Miyahira,
Director.*
10.7 Castle & Cooke, Inc. Supplementary Retirement Plan.(incorporated herein by reference to Exhibit 10.7 to the Company's
Annual Report on form 10k for the year ended December 31, 1998, File No. 001-14020)
13 Castle & Cooke, Inc. 1999 Annual Report for the year ended December 31, 1999. (This report is furnished
for information of the Commission and, except for those portions thereof which are expressly incorporated
by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)
21 Subsidiaries of Castle & Cooke, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule
*- To be filed by amendment
(b) REPORTS ON FORM 8-K:
No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended December 31, 1999.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CASTLE & COOKE, INC.
March 24, 2000 By: /s/ DAVID H. MURDOCK
---------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ DAVID H. MURDOCK Chairman of the Board and Chief Executive Officer and March 24, 2000
- --------------------- Director
David H. Murdock
/s/ LYNNE SCOTT SAFRIT President - North American Commercial Operations and March 24, 2000
- ----------------------- Director
Lynne Scott Safrit
/s/ PATRICK J. BIRMINGHAM Chief Executive Officer - Castle & Cooke Homes Hawaii March 24, 2000
- -------------------------- and Director
Patrick J. Birmingham
/s/ EDWARD C. ROOHAN Vice President and Chief Financial Officer (Principal March 24, 2000
- --------------------- Financial Officer)
Edward C. Roohan
/s/ MICHAEL AVERSANO Principal Accounting Officer March 24, 2000
- --------------------
Michael Aversano
/s/ WALLACE S. MIYAHIRA Director March 24, 2000
- ------------------------
Wallace S. Miyahira
/s/ EDWARD M. CARSON Director March 24, 2000
- ---------------------
Edward M. Carson
/s/ LODWRICK M. COOK Director March 24, 2000
- ---------------------
Lodwrick M. Cook
/s/ EDWARD J. HOGAN Director March 24, 2000
- ---------------------
Edward J. Hogan
/s/ WILLIAM D. DALLAS Director March 24, 2000
- ---------------------
William D. Dallas
30
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Castle & Cooke, Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements included in Castle & Cooke, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 3, 2000. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
financial statement Schedule III-Real Estate and Accumulated Depreciation is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. The information included in the schedule for the
year ended December 31, 1999, has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Los Angeles, California
February 3, 2000
F-1
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
CASTLE & COOKE, INC.
As of December 31, 1999
(000's)
1997 1998 1999
---------- ---------- ------------
Reconciliation of cost basis:
Balance at beginning of period $ 243,093 $ 264,351 $ 280,462
Additions during the period:
Acquisitions through foreclosure - - -
Other acquisitions/newly completed property - 2,888 4,530
Improvements, etc. 21,486 13,251 7,678
Other - -
Deductions during the period:
Cost of real estate sold (177) (512) -
Other (51) 484 -
---------- ---------- ----------
Balance at close of period $ 264,351 $ 280,462 $ 292,670
========== ========== ==========
1997 1998 1999
---------- ---------- ------------
Reconciliation of accumulated depreciation:
Balance at beginning of period $ 38,144 $ 44,595 $ 51,812
Additions during the period:
Depreciation expense 6,531 7,601 5,180
Other - - -
Deductions during the period:
Cost of real estate sold (92) (422) -
Other 12 38 -
---------- ---------- ----------
Balance at close of period $ 44,595 $ 51,812 $ 56,992
========== ========== ==========
F-2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
CASTLE & COOKE, INC.
As of December 31, 1999
(000's)
Column A Column B Column C Column D
- -------------------------------- ------------ --------------------------- ---------------------------
Cost Capitalized
Initial Cost to Company Subsequent to Acquistion
--------------------------- ---------------------------
Buildings and Carrying
Description Encumbrances Land Improvements Improvements Costs
- -------------------------------- ------------ ------------ ------------ ------------ ------------
Verifone Office Building
Mililani, Hawaii $ 1,000 $ 4,188 $ 931 $ 0
Leilehua Office Building
Mililani, Hawaii -- 2,029 1,267 0
925 Dillingham Office Building
Honolulu, Hawaii 3,457 4,105 1,050 0
801 Dillingham Office Building
Honolulu, Hawaii 2,793 5,049 652 0
Dole Center
Office/Retail mixed use
Honolulu, Hawaii 17,943 50,849 8,793 0
Town Center of Mililani
Shopping Center
Mililani, Hawaii (1) 4,254 15,788 6,634 0
Mililani Mauka
McDonalds site
Mililani, Hawaii 351 485 48 0
Dole Plantation
Retail Store
Wahiawa, Hawaii 222 3,446 985 0
10000 Ming Office Building
Bakersfield, California (2) 1,135 16,812 6,658 0
The Market Place
Bakersfield, California 1,885 13,148 11,906 0
Schirra Court
Industrial Warehouse
Bakersfield, California 258 2,757 903 0
Harvel Building
Bakersfield, California (2) 314 2,403 13 0
Riverwalk Office Building
Bakersfield, California 273 0 6,980 0
Premier Plaza Office Buildings
Atlanta, Georgia (2) 4,244 15,181 16,834 0
Landmark Center Office Buildings
Raleigh, North Carolina (1) 1,401 14,997 1,145 0
Horizon at Six Forks
Office Buildings
Raleigh, North Carolina (2) 2,859 4,588 4,176 0
Regents Center Office Buildings
Tempe, Arizona (2) 2,664 8,024 3,726 0
One Norman Square
Apartments
Charlotte, North Carolina (2) 1,284 9,424 359 0
------------ ------------ ------------ ------------
$ 46,337 $ 173,273 $ 73,060 $ 0
============ ============ ============ ============
Column A Column E Column F Column G
- -------------------------------- ------------------------------------------------ -------------------- ------------
Gross Amount at Which Carried
at Close of Period
------------------------------------------------
Building and Accumulated Date of
Description Land Improvements Total (3) Depreciation Construction
- -------------------------------- ------------ ------------ ------------- -------------------- ------------
Verifone Office Building
Mililani, Hawaii $ 1,000 $ 5,119 $ 6,119 $ 1,226 1989
Leilehua Office Building
Mililani, Hawaii 0 3,296 3,296 1,342 1989
925 Dillingham Office Building
Honolulu, Hawaii 3,457 5,155 8,612 1,919 1984
801 Dillingham Office Building
Honolulu, Hawaii 2,793 5,701 8,494 2,043 1993
Dole Center
Office/Retail mixed use
Honolulu, Hawaii 17,943 59,642 77,585 18,624 1988-1996
Town Center of Mililani
Shopping Center
Mililani, Hawaii 4,254 22,422 26,676 5,910 1988
Mililani Mauka
McDonalds site
Mililani, Hawaii 351 533 884 24 1998
Dole Plantation
Retail Store
Wahiawa, Hawaii 222 4,431 4,653 1,452 1989
10000 Ming Office Building
Bakersfield, California 1,135 23,470 24,605 7,722 1984
The Market Place
Bakersfield, California 1,885 25,054 26,939 1,501 1996
Schirra Court
Industrial Warehouse
Bakersfield, California 258 3,660 3,918 873 1992
Harvel Building
Bakersfield, California 314 2,416 2,730 81 1998
Riverwalk Office Building
Bakersfield, California 273 6,980 7,253 322 1999
Premier Plaza Office Buildings
Atlanta, Georgia 4,244 32,015 36,259 4,983 1988, 1997
Landmark Center Office Buildings
Raleigh, North Carolina 1,401 16,142 17,543 3,470 1984, 1986
Horizon at Six Forks
Office Buildings 1989,
Raleigh, North Carolina 2,859 8,764 11,623 1,446 1990, 1996
Regents Center Office Buildings
Tempe, Arizona 2,664 11,750 14,414 1,746 1989, 1997
One Norman Square
Apartments
Charlotte, North Carolina 1,284 9,783 11,067 2,308 1993
--------------- --------------- --------------- ---------------
$ 46,337 $ 246,333 $ 292,670 $ 56,992
=============== =============== =============== ===============
Column A Column H Column I
- -------------------------------- ------------ -------------
Life on Which
Depreciation
in Latest
Income
Date Statements is
Description Acquired Computed
- -------------------------------- ------------ -------------
Verifone Office Building
Mililani, Hawaii 1989 40 years
Leilehua Office Building
Mililani, Hawaii 1989 40 years
925 Dillingham Office Building
Honolulu, Hawaii 1984 40 years
801 Dillingham Office Building
Honolulu, Hawaii 1993 20 years
Dole Center
Office/Retail mixed use
Honolulu, Hawaii 1988-1996 20-40 years
Town Center of Mililani
Shopping Center
Mililani, Hawaii 1988 40 years
Mililani Mauka
McDonalds site
Mililani, Hawaii 1998 40 years
Dole Plantation
Retail Store
Wahiawa, Hawaii 1989 40 years
10000 Ming Office Building
Bakersfield, California 1987 40 years
The Market Place
Bakersfield, California 1996 40 years
Schirra Court
Industrial Warehouse
Bakersfield, California 1992 40 years
Harvel Building
Bakersfield, California 1998 40 years
Riverwalk Office Building
Bakersfield, California 1999 40 years
Premier Plaza Office Buildings
Atlanta, Georgia 1993, 1997 39 years
Landmark Center Office Buildings
Raleigh, North Carolina 1993 39 years
Horizon at Six Forks
Office Buildings
Raleigh, North Carolina 1993, 1996 39 years
Regents Center Office Buildings
Tempe, Arizona 1993, 1997 39 years
One Norman Square
Apartments
Charlotte, North Carolina 1993 27.5 years
(1) This property is pledged as collateral in connection with the Company's
long-term note payable related to the 12/31/98 Teachers transaction.
(2) This property is pledged as collateral in connection with the Company's
long-term note payable related to the 11/5/99 Teachers transaction.
(3) Aggregate cost for federal income tax purposes as of December 31, 1999 is
$263 mill+B32ion.
F-3
EXHIBIT INDEX
EXHIBIT
NO
- ------------
2.1 Allocation Agreement between the Company and Dole Food Company,
Inc. (incorporated herein by reference to Exhibit 2.1 to the
Company's Registration Statement on Form 10/A, as amended, File
No. 1-14020).
3.1 Amended Articles of Incorporation (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form 10/A, as amended, File No. 1-14020).
3.2 Resolution of the Board of Directors of Castle authorizing and
fixing the terms and conditions of the Series A 10% Cumulative
Preferred Stock (incorporated herein by reference to Exhibit 3.3
to the Company's Registration Statement on Form 10/A, as amended,
File No. 1-14020).
3.3 Bylaws, as amended through February 9, 1999. (incorporated herein
by reference to Exhibit 3.3 to the Company's Annual Report
on form 10k for the year ended December 31, 1998,
File No. 001-14020)
4.1 Term Note (incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 10/A, as amended,
File No. 1-14020).
4.2 Amended and Restated Credit Agreement dated as of May 16, 1997,
among Castle & Cooke, Inc., as Borrower, and the Lenders named
therein, and the Chase Manhattan Bank, as Administrative Agent and
Collateral Agent (incorporated herein by reference to Exhibit 4.2
to the Company's Form 10-Q for the quarterly period ended June 30,
1997, File No. 1-14020).
4.3 Amendment No. 1 to the Amended and Restated Credit Agreement
(incorporated herein by reference to Exhibit 4.3 to the Company's
Form 10-Q for the quarterly period ended June 30, 1998,
File No. 1-14020).
4.4 Amendment No. 2 to the Amended and Restated Credit Agreement
(incorporated herein by reference to Exhibit 4.3 to the Company's
Form 10-Q for the quarterly period ended June 30, 1998,
File No. 1-14020).
4.5 Amendment No. 3 to the Amended and Restated Credit Agreement
(incorporated herein by reference to Exhibit 4.3 to the Company's
Form 10-Q for the quarterly period ended June 30, 1998,
File No. 1-14020).
4.6 Temporary Waiver Agreement relating to the Amended and Restated
Credit Agreement (incorporated herein by reference to Exhibit 4.3
to the Company's Form 10-Q for the quarterly period ended June 30,
1998, File No. 1-14020).
4.7 10 year, $98 million Term Note at 7.66 fixed rate with Teachers
Insurance and Annuity Association of America.*
4.8 Credit Agreement dated as of October 28, 1999, among Castle &
Cooke, Inc., as Borrower, and the Lenders named therein, and Bank
of America, N.A., as Agent.*
The Company agrees to furnish to the Securities and Exchange
Commission upon request a copy of each instrument with respect to
issues of long-term debt of the Company and its subsidiaries, the
authorized principal amount of which does not exceed 10% of the
consolidated assets of the Company and its subsidiaries.
Executive Compensation Plans and Arrangements - Exhibits 10.1, 10.2, 10.3, 10.4,
10.5, 10.6 and 10.7:
10.1 Employee Benefits and Compensation Allocation Agreement between
the Company and Dole Food Company, Inc. (incorporated herein by
reference to Exhibit 10.2 to the Company's Registration Statement
on Form 10/A, as amended, File No. 1-14020).
10.2 Amended and Restated 1995 Stock Option and Award Plan (as amended
through February 9, 1999, subject to stockholder approval).
(incorporated herein by reference to Exhibit 10.2 to the
Company's Annual Report on form 10k for the year ended
December 31, 1998, File No. 001-14020)
10.3 Form of Non-Qualified Stock Option Agreement for Initial Converted
Options under the 1995 Plan (incorporated herein by reference to
Executive Compensation Plans and Arrangements - Exhibit 10.3 to
the Company's Annual Report on Form 10K for the year ended
December 31, 1995, File No. 1-14020).
10.4 Form of Non-Qualified Stock Option Agreement for Initial Converted
Options under the 1995 Plan (incorporated herein by reference to
Executive Compensation Plans and Arrangements - Exhibit 10.4 to
the Company's Annual Report on Form 10K for the year ended
December 31, 1995, File No. 1-14020).
10.5 Amended and Restated 1995 Stock Option and Award Plan (as amended
through February 9, 1999, subject to stock holder approval).*
10.6 Consulting Contract between Company and Wallace Miyahira,
Director.*
10.7 Castle & Cooke, Inc. Supplementary Executive Retirement Plan.
(incorporated herein by reference to Exhibit 10.7 to the Company's
Annual Report on form 10k for the year ended December 31, 1998,
File No. 001-14020)
13 Castle & Cooke, Inc. 1999 Annual Report for the year ended
December 31, 1999. (This report is furnished for information of
the Commission and, except for those portions thereof which are
expressly incorporated by reference herein, is not "filed" as a
part of this Annual Report on Form 10-K.)
21 Subsidiaries of Castle & Cooke, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule
*- To be filed by amendment