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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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, 1998
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 (I.R.S. Employer
of 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
--------------------------
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
--------------------------
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive Proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 1999 was approximately $186,575,115.
The number of shares of Common Stock outstanding as of March 10, 1999 was
17,025,020.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 1999 Annual
Meeting of Stockholders are incorporated by reference into Part III.
Portions of the registrant's 1999 Annual Report to Stockholders for the year
ended December 31, 1998 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, 1998
TABLE OF CONTENTS
ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business........................................................................................ 1
2. Properties...................................................................................... 22
3. Legal Proceedings............................................................................... 27
4. Submission of Matters to a Vote of Security Holders; Executive Officers of the Registrant....... 27
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters....................... 28
6. Selected Financial Data......................................................................... 29
7. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 29
8. Financial Statements and Supplementary Data..................................................... 29
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............ 29
PART III
10. Directors and Executive Officers of the Registrant.............................................. 30
11. Executive Compensation.......................................................................... 30
12. Security Ownership of Certain Beneficial Owners and Management.................................. 30
13. Certain Relationships and Related Transactions.................................................. 30
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................. 30
(a) 1. Financial Statements................................................................... 30
2. Financial Statement Schedules............................................................... 30
3. Exhibits.................................................................................... 31
(b) Reports on Form 8-K........................................................................ 32
SIGNATURES............................................................................. 33
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 resorts business 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 resorts business 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 and Orlando, Florida. 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 on Oahu. Castle also owns and manages office
buildings, shopping centers and other commercial properties in California,
Hawaii, Arizona, North Carolina and Georgia. The Company occasionally disposes
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 1998 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, and the potential impact of year 2000 computer
problems. 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 expected to open in the third quarter of 1999. 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,
1
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. In Orlando, Florida, Castle is developing a residential
community and selling finished homesites to homebuilders.
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 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 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 such 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 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 10-30% 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 State 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
2
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 State
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 1998 HUD median local income for a family of four in
the City and County of Honolulu (Oahu) was $59,600. 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%, a home priced at approximately $179,000 would be
"affordable" for a family earning 80% of HUD median local income and a home
priced at approximately $350,000 would be "affordable" for a family earning 140%
of HUD median local income.
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 3,329 (including 360 units built
and sold by a third party) of the 6,100 units currently planned have closed
through December 31, 1998. 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 1998 HUD median
local income, "affordable" homes in Mililani Mauka are currently priced from
approximately $115,000 to $265,000.
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
3
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 $225,000 to $325,000. Based upon
1998 HUD median local income, "affordable" housing is currently priced from
approximately $200,000 to $235,000. Sales of 712 units had closed through
December 31, 1998. 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 limited partner filed an answer,
including various defenses and counterclaims. This matter has not been set for
trial.
LALEA AT HAWAII KAI is a low-rise condominium development proposed to
contain 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 200 units had closed through December 31, 1998.
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 improvement of market conditions.
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%.
4
The following table sets forth the dollar amount of backlog orders for
Castle's residential projects on Oahu in Hawaii as of December 31, 1998 and as
of December 31, 1997.
OAHU
BACKLOG--HOMES
(DOLLARS ARE IN THOUSANDS)
1998 1997
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Backlog at beginning of year........................................ $ 11,920 $ 15,053
New orders.......................................................... 119,498 107,348
Deliveries.......................................................... (110,327) (110,481)
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Backlog at end of year.............................................. $ 21,091 $ 11,920
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THE HAWAII ECONOMY AND HOUSING MARKET
The Hawaii economy, which has been in decline for several years, did not
improve during 1998 and continued its generally poor performance. 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. Hawaii experienced a loss of non-agricultural wage and salary
jobs in 1998, and Hawaii's 1998 average monthly unemployment rate of 5.8%
exceeded the national average of 4.5%. 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 3% in 1995, decreased by approximately 4% in 1996, decreased by
approximately 8% in 1997 and decreased by approximately 3% in 1998. The number
of re-sales of single-family homes on Oahu during 1996, as compared to 1995,
decreased by approximately 6%; during 1997, as compared to 1996, the number of
such re-sales increased by approximately 16%; during 1998, as compared to 1997,
the number of such re-sales increased by approximately 23%.
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. 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 intends to
continue the development of certain of its existing landholdings in California.
5
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, 1998,
276 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. The final approval is in process with the California Department of
Corporations. If this approval is obtained, the transfer date will become no
earlier than the time at which the Club has 615 active golf memberships and no
later than October 31, 2012. 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 $25,000 to $300,000. During 1998, 217
homesites and two homes were sold. Approximately 1,980 homesites remain to be
developed on approximately 1,017 acres. Castle also engages in homebuilding in
this community, including single-family homes for the active adult market and
single-family homes for the semi-custom market.
SILVER CREEK is a master-planned community encompassing approximately 600
acres in Bakersfield. Castle offers homesites and homes at three price levels.
Castle's homes are currently priced between approximately $90,000 and $150,000
and its homesites are priced between approximately $19,000 and $22,000.
Approximately 448 homesites remain to be developed on approximately 162 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 $18,500 to $74,000. Approximately 382 homesites remain to be
developed on approximately 193 acres. In addition, approximately 458 acres are
currently being planned to complete the Brimhall community.
FAIRWAYS, comprising approximately 225 acres, is currently being planned for
an active adult community. Other Bakersfield residential projects include the
HAGGIN OAKS, CAMPUS PARK, THE OAKS and RENFRO single-family developments
(comprising approximately 517 single-family lots in total), and the MING &
GOSFORD multi-family development. In January 1999, Castle purchased 61.3 acres
in Tevis Ranch, located approximately one half mile directly south of the Seven
Oaks development, and directly across the street (west) from the Campus Park
development. The property is currently being planned for an estimated 300 lots.
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 and multi-family homesites developed by Castle for sale to
builders and individuals. The homesites in Sierra Vista are currently priced
from approximately $13,000 to $55,000. Approximately 1,184 homesites remain to
be developed on the approximately 1,054 entitled acres. The Company also owns
approximately 3,341 unentitled acres at Sierra Vista. WINTERHAVEN, a gated
active adult community begun in 1997, is located adjacent to the Pueblo del Sol
6
Country Club. Lot prices currently range from approximately $22,000 to $55,000
with 1,076 lots remaining as of December 31, 1998. Other Sierra Vista
communities of Castle include one acre lots in Mountain Shadows, Mountain Ridge
with 7,500 square foot lots, and Chaparral Village with 4,500 square foot lots.
In total, 108 lots remained in these villages as of December 31, 1998. During
1998 Castle sold a 52.7-acre parcel of undeveloped land in Sierra Vista to a
third party for the construction of a 400,000 square foot regional mall, which
would be the first of its kind in Sierra Vista. Scheduled for completion in late
1999, a recreational vehicle park is currently under construction on
approximately 57 acres of Castle property in Sierra Vista. This park will
include a total of 220 overnight RV rental spaces, approximately 450 lots for
park models, and approximately 80 recreational vehicle storage spaces.
KEENE'S POINTE in Orlando consists of approximately 946 acres, including the
approximately 240 acre Jack Nicklaus designed signature golf course that is
under construction and expected to be completed around mid-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 first look at 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 in Orlando, Florida. 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 a
proposed 18-hole golf course and clubhouse and an additional 206 acres proposed
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 158 lots, were
purchased by the partnership in January 1998 under a different purchase
agreement. In the fourth quarter of 1998, Castle assumed responsibility for
completion of the construction of the golf course for the Keene's Pointe
project, which had been contracted to an affiliate of GBI. 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 $45,000 and $500,000. Approximately 1,062 homesites are
being developed on approximately 706 acres. As of December 31, 1998,
approximately 906 lots remain to be developed.
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 and a sales center in Sierra Vista, and is constructing a
sales center in Windermere (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 Bakersfield, 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%.
7
ORDER INVENTORY AND BACKLOG
Castle's inventory of developed homesites in California, Arizona and Florida
varies according to the stage of development of each of Castle's 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 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, 1998 and as of December 31, 1997.
MAINLAND COMMUNITIES
BACKLOG--HOMESITES
(DOLLARS ARE IN THOUSANDS)
1998 1997
---------- ----------
Backlog at beginning of year.......................................... $ 19,964 $ 7,959
New orders............................................................ 44,269 30,393
Deliveries............................................................ (42,159) (18,388)
---------- ----------
Backlog at end of year................................................ $ 22,074 $ 19,964
---------- ----------
---------- ----------
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, 1998 and as of December 31,
1997.
BAKERSFIELD
BACKLOG--HOMES
(DOLLARS ARE IN THOUSANDS)
1998 1997
--------- ---------
Backlog at beginning of year............................................... $ 0 $ 0
New orders................................................................. 5,715 557
Deliveries................................................................. (1,663) (557)
--------- ---------
Backlog at end of year..................................................... $ 4,052 $ 0
--------- ---------
--------- ---------
THE BAKERSFIELD ECONOMY AND HOUSING MARKET
A majority of Castle's residential developments in the continental United
States are located in Bakersfield, the county seat of Kern County. Kern County's
population was approximately 640,000 persons, comprising approximately 203,000
households in 1998. 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 388,000 in 1998, an average
annual growth rate of 2.2% versus 1.4% for California as a whole. The median
8
resale price of a single-family home in Bakersfield increased by approximately
4.1% in 1998, compared to a national average increase of approximately 4.9%.
Kern County is the leading oil-producing county in the lower 48 states and
the third 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. In the first quarter of 1999, the per
barrel price for locally produced crude oil (known as Kern River crude) was at
$7, down $1.54 from January 1998. This price decrease is expected to lead to
additional cutbacks in spending by area oil producers. 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. During 1998, citrus trees in Kern County experienced several nights
of below 32 degrees Fahrenheit, causing substantial crop damage.
THE ORLANDO 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 1998 the median price of a
single-family home in Windermere was approximately $98,000, the city's job
growth rate was approximately 1.5% and its unemployment rate was approximately
2.6%. Keene's Pointe is located approximately 30 miles from Orlando.
Metropolitan Orlando is one of the fastest growing regions in the nation, adding
approximately 12,000 jobs in 1998. Tourism is Florida's largest industry, and
the Orlando area includes such major theme parks as Disney World, Universal
Studios and Sea World.
Sierra Vista, Arizona has a population of approximately 40,000, and Cochise
County, Arizona has a population of approximately 124,000. For Sierra Vista, the
1998 median price of a single-family home was approximately $96,000, the city
experienced a negative job growth rate of approximately (6%) and its
unemployment rate was approximately 6.5%.
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.
THE ENTITLEMENT PROCESS. 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 and
California, 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
9
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 California in Los Angeles County and Santa
Clara County. 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 of their projects on existing communities, including
such things as infrastructure, transportation, waste disposal, education and air
quality of the communities.
DEVELOPMENT. 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.
10
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. Castle is also developing two luxury vacation
home projects on Lana'i. 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. The resort, golf course, and restaurants have received
numerous awards. In 1998, for the second consecutive year, the Koele resort made
Conde Nast Traveler's Gold List and was voted by its readers the World's Best
Golf Resort as well as the Best Pacific Rim Resort.
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 been
recognized with numerous awards. In the 1998 Conde Nast Readers' Choice Poll,
the Manele Bay Hotel was voted number 11 among the top 25 Pacific Rim Resorts
and number three among the 50 best golf resorts. The resort was also rated by
readers of Travel & Leisure as number 2 among the 20 Best Hotels in Hawaii.
The following table sets forth combined operating statistics for the two
hotels for fiscal years 1995 through 1998:
1998 1997 1996 1995
--------- --------- --------- ---------
Average daily room rate........................................................... $ 286 $ 280 $ 266 $ 251
Occupancy rate.................................................................... 67% 67% 62% 58%
Room revenue per available room (daily)........................................... $ 191 $ 187 $ 166 $ 143
"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
11
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.
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.
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, 1998, there were
seven closings of sales of Villas townhomes (one in 1998, four in 1996 and two
in 1995), and five unsold completed units.
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. Completed house and lot packages range in price from
approximately $800,000 to $2,500,000. Three model homes were completed at
Puulani Ridge in 1996. As of December 31, 1998, there had been four closings of
homes at Puulani Ridge (two in 1998 and two in 1997, one of which was reacquired
by the company in 1998).
12
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 will 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 accepting contracts and/or reservations for the Manele Bay
Project in December of 1996. As of December 31, 1998, twelve units including
four model homes had been completed at the Terraces, which is a multi-family
project with 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 approximately $2.1 million. The single-family lots at
Manele are currently priced from approximately $650,000 to approximately
$2,450,000. 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,
1998, there were three closings of single-family lots (one in 1998 and two in
1997) and seven closings of Terrace units all of which occurred in 1998. As of
March 1, 1999, there were sales contracts for seven Terrace units, with closings
expected to occur throughout 1999.
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, 1998, thirty-one plantation style homes had been
completed, twenty-two sales had closed and four were under contract for sale.
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 1998. 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
13
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 a 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. 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, 1998, four 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 31,000 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, 1998, the Verifone Building was fully leased to a single
tenant and the Leilehua Building was 93% leased, with a monthly weighted average
rent of $1.57 per square foot. Verifone was acquired by Hewlett-Packard in 1997.
In November 1998, Verifone vacated approximately 18,570 square feet of the
Verifone Building for which space rent was paid through January 1999, and is
expected to vacate its remaining space in the Verifone Building when its lease
expires in May 1999. 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.
IWILEI CANNERY DEVELOPMENT. This property, previously used by Dole for its
Hawaii pineapple cannery operations, consists of approximately 45 acres 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.
Approximately 31 acres are developed or are under construction, including
streets, parking lots and building pads. There is a plan for 14 acres to be
developed as an urban business/industrial park over the next five to seven
years. The current
14
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 54,000 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), and 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
space, the 48,000 square foot banquet facilities ("Dole Visitor Center"), and
the 18-screen Signature Theaters (80,000 square feet) under construction, with a
scheduled opening of May 1999. Excluding the approximately 40,000 square feet of
the Dole Center then occupied by Castle's Oahu headquarters at December 31,
1998, the Cannery Development had approximately 636,000 rentable square feet
which was 62% leased to third parties. In the first quarter of 1999, Castle
relocated its Oahu headquarters from the Castle & Cooke Building at the Dole
Center to the Verifone Building at the Mililani Technology Park.
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, 1998, the Prime Outlets was approximately 90% 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 is
building a 136,000 square foot store, which will be its first store in Hawaii
and which is expected to open in late 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, which is scheduled to open in May
1999, will be the first urban theater complex in Honolulu offering stadium
seating and state-of-the-art audio and visual equipment.
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 441,000 rentable square feet, of which
Castle owns approximately 394,000 rentable square feet. At December 31, 1998,
approximately 88% of Castle's property was leased. As part of a nationwide store
closing, Woolworth negotiated an early termination of its lease at the Town
Center, closing its store in March 1998. Also in March 1998, a lease was signed
with Consolidated Theaters, the largest theater operator in Honolulu, for a
14-screen multi-plex, which is scheduled to open in late 1999. Approximately
62,000 square feet of additional retail space or office space can 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
15
one of the busiest tourist attractions on Oahu and had over 900,000 visitors
during 1998 and revenues of approximately $6.4 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 are pledged as collateral in connection with 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 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). In connection with the Teachers
Loan, an independent third party engaged by the lender performed an appraisal of
the property in the fourth quarter of 1998. Based on the applicable loan to
value ratio, the Town Center would have a value of approximately $62 million.
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 15% at the end of 1998. This is the
result of a declining economy and an increase in the development of office space
since 1991. Vacancy rates are projected to stay in double digits through the
remainder of the decade. Since 1990, the Oahu retail industry has experienced a
slow economy and the entry into the Hawaii market of large discount retailers,
which 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 98
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 @ Bear Mountain). In addition, Castle owns
an undeveloped industrial park (Stockdale Industrial Park Phase VI) which
includes 285 acres of land currently being used for agricultural purposes. The
42 acres at Highway 99 @ 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, 1998, the building
was fully leased with a monthly weighted average base rent of $0.22 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. On July 1, 1999, when
the lease term commences, AERA will occupy 185,000 square feet at a monthly base
rent of $1.73 per square foot with the remaining 29,000 square feet occupied by
Celeron, resulting in a monthly weighted average base rent for the property of
$1.63 per square foot.
16
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. An
additional 12,000 square feet is leased to third parties with move-in's
scheduled for the first half of 1999. Signed leases total approximately 75% of
the available space.
THE MARKETPLACE is a 32-acre, 300,000 square foot shopping center in
Bakersfield. The center has an "upscale" Georgian theme with a large fountain as
an amenity. Phase I (214,000 square feet) is 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 opened in March of 1997. In December of 1998, Phase II was
completed adding 35,000 square feet to the 214,000 square feet in Phase I. As of
December 31, 1998, 89% of THE MARKETPLACE was 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 1999 and 2000.
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, 1998, the center was 98% leased with a weighted
average monthly rent of $1.03 per square foot.
THE BAKERSFIELD COMMERCIAL 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 low of 7%. The
vacancy rates are projected to increase in the next year as new space becomes
available. 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 and Horizons at Six Forks) 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); is completing 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, 1998, this building had an
occupancy rate of 99% with a monthly weighted average base rent of $1.57 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, 1998, it was approximately 88% leased with a monthly
weighted average base rent of $1.85 per square foot, and lease negotiations were
in process with other prospective tenants.
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, 1998, Landmark Center had an occupancy rate of 99% with a monthly
weighted average base rent of $1.49 per square foot.
17
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, 1998, the properties were 95% leased with a monthly weighted
average base rent of $1.07 per square foot. Some of the leases are full service
and some are net of electric and/or janitorial expenses.
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, 1998, 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 the third quarter of 1998. The building is 100% leased to IKON
Office Solutions at a monthly base rent of $1.62 per square foot.
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, 1998, the property was 98% leased with an average monthly lease rent of $800
per unit. The Company has entered into a contract to sell the One Norman Square
Apartments to a third party. Assuming satisfactory completion of due diligence
and the satisfaction of other closing conditions, this sale is expected to close
in the second quarter of 1999.
COYOTE CREEK GOLF COURSE, located approximately 2.5 miles south of San Jose,
California, and formerly known as Riverside Golf Course, is an 18-hole daily-fee
course. In 1998, approximately 61,000 rounds were played at an average fee of
$26 per round. Rounds were down approximately 27% in 1998 from 1997 due to El
Nino causing poor playing conditions. Castle is completing another 18-hole
daily-fee golf course adjacent to the existing course. This course was designed
by Jack Nicklaus and is expected to be open for play in the third quarter of
1999. It is expected to average 50,000 rounds per year at a starting green fee
of $60 per round. In conjunction with the construction of the new golf course,
the existing clubhouse is being replaced with a new approximately 12,000 square
foot clubhouse that will serve both the new Jack Nicklaus course and the
existing course.
PUEBLO DEL SOL GOLF COURSE, located in Sierra Vista, Arizona, is an 18-hole
daily-fee course surrounded by Castle's residential development. In 1998,
approximately 37,000 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, is expected to open
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. Keene's Pointe is expected to
average around 45,000 rounds per year with an average green fee of $70. Also
expected to open in the third quarter of 1999 is the 23,000 square foot Keene's
Pointe Clubhouse which will serve the golf course and surrounding communities.
KIRBY CANYON, located approximately 2.5 miles south of San Jose, California,
is an operating landfill leased to a large waste management company.
PRIME OUTLETS, located in Lake Elsinore, California, is an approximately
368,000 square foot factory outlet center. As of December 31, 1998, the Prime
Outlets was approximately 90% leased.
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
18
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. In connection with
the Teachers Loan, an independent third party engaged by the lender performed an
appraisal of the property. Based on the applicable loan to value ratio, Landmark
Center would have a value of approximately $19 million.
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.
19
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 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.
20
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 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, 1998, the Company had approximately 1,674 employees (1,291
full-time and 383 part-time), 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, 1998, certain of Castle's Hawaii
employees were affiliated with the Carpenters' Union (72 employees), and the
International Longshoremen's and Warehousemen's Union (781 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 its employees have been satisfactory.
21
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 Office 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 in Bakersfield. 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, 1998, are described in the
following table.
NUMBER OF NUMBER OF STATE LAND USE
UNITS(1) ACRES ENTITLED ACRES COMMISSION
PROPERTY (APPROXIMATE) (APPROXIMATE) (APPROXIMATE) CLASSIFICATION
- --------------------------------------------- --------------- ------------- --------------- ---------------------
Mililani Mauka Phase I....................... 406 148 148 Urban
Mililani Mauka Phase II-A.................... 797 158 158 Urban
Mililani Mauka Phase II-B.................... 1,587 280 280 Urban
Mililani Makai............................... 6 1 1 Urban
Royal Kunia(2)............................... 980 195 195 Urban
Lalea........................................ 90 7 7 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................................. 4,506 11,077 1,044
----- ------ -----
----- ------ -----
- ------------------------
(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,
1998.
(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.
(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. No assurance can be given that Castle will be able to obtain any
such approvals.
22
(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 City and County has
commenced an appraisal of this property and announced its intention to
proceed to acquire the property through eminent domain proceedings.
MAINLAND--RESIDENTIAL
Castle's residential, open space and agricultural landholdings in
California, Florida and Arizona as of December 31, 1998 are described in the
following table.
NUMBER OF
LOTS(1) NUMBER OF ACRES ENTITLED ACRES
PROPERTY (APPROXIMATE) (APPROXIMATE) (APPROXIMATE) CURRENT ZONING
- ------------------------------------------------- --------------- --------------- --------------- -----------------
BAKERSFIELD:
Seven Oaks....................................... 1,980 1,017 1,017 Residential
Silver Creek..................................... 448 162 162 Residential
Brimhall......................................... 382 193 193 Residential
Fairways (Single Family)......................... 700 225 225 Residential
Haggin Oaks (Single Family)...................... 8 1 1 Residential
Campus Park (Single Family)...................... 160 28 28 Residential
The Oaks (Single Family)......................... 22 19 19 Residential
Renfro (Single Family)........................... 327 81 81 Residential
Ming & Gosford (Multi Family).................... -- 31 31 Residential
Brimhall bulk land............................... -- 458 458 Residential
West of Buena Vista.............................. -- 136 136 Residential
Brimhall freeway alignment....................... -- 100 100 Residential
----- ----- -----
4,027 2,451 2,451
----- ----- -----
OTHER CALIFORNIA:
San Jose......................................... -- 2,210 -- Open Space
Atascadero....................................... 3 11 11 Residential
Mountaingate..................................... -- 282 -- Residential(2)
----- ----- -----
3 2,503 11
----- ----- -----
FLORIDA:
Keene's Pointe................................... 544 327 327 Residential
ARIZONA:
Sierra Vista Country Club Community.............. 1,076 336 336 Residential
Sierra Vista Other Entitled...................... 108 718 718 Residential
40 Acre Parcels--Cochise County.................. -- 661 -- Open Space
Unentitled--Greater Sierra Vista Area............ -- 2,680 -- Open Space
----- ----- -----
1,184 4,395 1,054
----- ----- -----
TOTAL MAINLAND................................... 5,758 9,676 3,843
----- ----- -----
----- ----- -----
- ------------------------
(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, 1998.
23
(2) This property is part of the original Mountaingate master planned community
that was zoned for residential development. In 1998, the Company filed a
vesting tentative tract map for this property. Also in 1998, the City of Los
Angeles approved a community plan update and slope density ordinance
affecting this property, which could greatly reduce or eliminate feasible
residential development of the property.
COMMERCIAL
The total land owned by Castle on the island of Oahu and designated by
Castle for commercial or industrial development is approximately 754 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 840 acres of land, which are
intended for commercial use, including approximately 533 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. In addition, Castle
is currently constructing an 18-hole golf course on approximately 240 acres in
Orlando, Florida.
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 planned to be used for a new 18-hole golf course that is
under construction, 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 20 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.
24
Castle's commercial landholdings as of December 31, 1998, are described in
the following table.
NUMBER OF
PROPERTY LOCATION ACRES TYPE
- ------------------------------------------------------------------- --------------- ----------- -----------------
HAWAII
OPERATING PROPERTY
Verifone Office Building........................................... Mililani, HI 4 Office
Leilehua Building.................................................. Mililani, HI 0 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 OF USE
UNDEVELOPED LANDHOLDINGS LOCATION 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.
25
NUMBER OF
PROPERTY LOCATION ACRES TYPE
- ---------------------------------------------------------------- --------------------- ----------- --------------
MAINLAND
OPERATING PROPERTY
10000 Ming Office Building...................................... Bakersfield, CA 19 Office
10000 Stockdale (One Riverwalk)................................. 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
One Norman Square Apartments.................................... Cornelius, NC 22 Multi Family
Coyote Creek Golf Courses (1 completed, 1 under construction)... San Jose, CA 298 Golf Course
Pueblo del Sol Golf Course...................................... Sierra Vista, AZ 164 Golf Course
Keene's Pointe Golf Course (under construction)................. Orlando, FL 240 Golf Course
Kirby Canyon.................................................... San Jose, CA 760 Landfill
Prime Outlets(1)................................................ Lake Elsinore, CA 43 Retail
-----
1,646
-----
-----
CURRENT LAND
NUMBER OF USE
UNDEVELOPED LANDHOLDINGS LOCATION ACRES DESIGNATION
- ------------------------------------------------------------- ------------------------ ----------- --------------
Stockdale Industrial Park.................................... Bakersfield, CA 312 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
Camarillo.................................................... Camarillo, CA 5 Commercial
Paso Robles.................................................. Paso Robles, CA 9 Commercial
Lindero Canyon............................................... Westlake Village, CA 20 Commercial
Mountaingate................................................. Los Angeles, CA 67 Landfill
Lake Elsinore................................................ Lake Elsinore, CA 84 Commercial
Lake Elsinore Open Space..................................... Lake Elsinore, CA 122 Open Space
-----
840
-----
-----
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.
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.
26
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, 1998.
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, 1999 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 (75) 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.
Wallace S. Miyahira (66) President--Hawaii Residential and Commercial Operations of Castle and a Director
since December 1996. Senior Vice President of Castle from October 1995 to December
1996. Senior Vice President of Castle & Cooke Homes, Inc. from June 1993 to January
1995. Senior Vice President of Castle & Cooke Properties, Inc. (a subsidiary of
Castle conducting real estate business in Hawaii) from 1983 to December 1996, and
President since December 1996. President of Castle & Cooke Homes Hawaii, Inc. (a
subsidiary of Castle conducting the residential real estate business in Hawaii) from
1984 to March 1995 and from December 1995 to present.
Lynne Scott Safrit (40) 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.
27
NAME AND AGE POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------ ------------------------------------------------------------------------------------
Bruce M. Freeman (49) 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. President and Chief Operating Officer of Griffin
Homes, a real estate development company unaffiliated with Castle, from 1987 until
1993.
Patrick Birmingham (61) 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.
Edward C. Roohan (35) Vice President and Chief Financial Officer of Castle since April 1996 and Treasurer
since May 1998, 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. Audit Manager with Arthur Andersen LLP in Los
Angeles, California from 1990 to 1993 and employed in the Audit Division of Arthur
Andersen LLP from 1985 to 1990.
Roberta Wieman (54) 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.
Kevin R. Shaney (48) Vice President, General Counsel and Assistant Secretary of Castle since April 1996.
President of Castle & Cooke Land Company (a division of Castle responsible for land
management in Hawaii) from January 1994 to October 1997. Senior Vice President and
General Counsel of Castle & Cooke Properties, Inc. and Castle & Cooke Homes Hawaii,
Inc. from March 1997 to present, and Vice President and General Counsel from
December 1990 to March 1997. Vice President and Assistant Secretary of Castle &
Cooke Homes, Inc. from September 1993 to January 1995.
Scott Blechman (34) Vice President and Corporate Controller of Castle since July 1997 and Assistant
Controller of Castle from April 1996 to June 1997. Senior Auditor for Price
Waterhouse in Los Angeles, California from January 1992 to March 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of February 28, 1999, there were approximately 9,289 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
28
symbol "CCS". The following table shows the market price range of the Company's
Common Stock for each quarterly period in 1998 and 1997:
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
--------- ---------
--------- ---------
1997
First Quarter.............................................................. $ 16.50 $ 14.88
Second Quarter............................................................. 16.56 13.13
Third Quarter.............................................................. 20.50 15.88
Fourth Quarter............................................................. 20.38 15.88
--------- ---------
Year....................................................................... $ 20.50 $ 13.13
--------- ---------
--------- ---------
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 1998, 1997 and 1996 nor have there been any disagreements with the Company's
independent public accountants on accounting principles or practices for
financial statement disclosures.
29
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 1999 Annual Meeting of
Stockholders (the "1999 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 1999 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 1999 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 1999 Proxy Statement.
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, 1998, December 31, 1997
and December 31, 1996........................................................................... 24
Consolidated Balance Sheets at December 31, 1998 and December 31, 1997.......................... 25
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1998, December
31, 1997 and December 31, 1996.................................................................. 26
Consolidated Statements of Cash Flows for the years ended December 31, 1998, December 31, 1997
and December 31, 1996........................................................................... 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
30
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.
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).
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).
31
EXHIBIT
NO.
- -----------
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 Form of Nonqualified Stock Option under the 1995 Plan (incorporated herein by
reference to Executive Compensation Plans and Arrangements--Exhibit 10.5 to the
Company's Annual Report on Form 10K for the year ended December 31, 1995, File No.
1-14020).
10.6 Castle & Cooke, Inc. Deferred Stock Compensation Plan for Non-Employee Directors, as
amended through February 9, 1999.
10.7 Castle & Cooke, Inc. Supplementary Retirement Plan.
13 Castle & Cooke, Inc. 1998 Annual Report for the year ended December 31, 1998. (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
(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, 1998.
32
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.
By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
March 23, 1999
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.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ DAVID H. MURDOCK Chairman of the Board and
- ------------------------------ Chief Executive Officer March 23, 1999
David H. Murdock and Director
President--Hawaii
/s/ WALLACE S. MIYAHIRA Residential and
- ------------------------------ Commercial Operations March 23, 1999
Wallace S. Miyahira and Director
/s/ LYNNE SCOTT SAFRIT President--North American
- ------------------------------ Commercial Operations March 23, 1999
Lynne Scott Safrit and Director
/s/ PATRICK J. BIRMINGHAM
- ------------------------------ Senior Vice President and March 23, 1999
Patrick J. Birmingham Director
Vice President, Treasurer
/s/ EDWARD C. ROOHAN and Chief Financial
- ------------------------------ Officer (Principal March 23, 1999
Edward C. Roohan Financial Officer)
Vice President and
/s/ SCOTT J. BLECHMAN Corporate Controller
- ------------------------------ (Principal Accounting March 23, 1999
Scott J. Blechman Officer)
/s/ EDWARD M. CARSON
- ------------------------------ Director March 23, 1999
Edward M. Carson
/s/ LODWRICK M. COOK
- ------------------------------ Director March 23, 1999
Lodwrick M. Cook
/s/ EDWARD J. HOGAN
- ------------------------------ Director March 23, 1999
Edward J. Hogan
/s/ DELL TRAILOR
- ------------------------------ Director March 23, 1999
Dell Trailor
33
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Castle & Cooke, Inc.:
We have audited in accordance with generally accepted auditing standards,
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 8, 1999. 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, 1998, 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 8, 1999
F-1
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION--CASTLE & COOKE, INC.
AS OF DECEMBER 31, 1998--(000'S)
COLUMN D
--------------------------------
COLUMN C
-------------------------
COST CAPITALIZED SUBSEQUENT TO
INITIAL COST TO COMPANY
COLUMN B ACQUISITION
COLUMN A --------------- ------------------------- --------------------------------
- ------------------------------------------------ ENCUM- BUILDINGS AND CARRYING
DESCRIPTION BRANCES LAND IMPROVEMENTS IMPROVEMENTS COSTS
- ------------------------------------------------ --------------- --------- -------------- --------------- ---------------
Verifone Office Building
Mililani, Hawaii.............................. (1) $ 1,000 $ 4,188 $ 251 $ 0
Leilehua Office Building
Mililani, Hawaii.............................. (1) -- 2,029 1,386 0
925 Dillingham Office Building
Honolulu, Hawaii.............................. (1) 2,517 4,105 740 0
801 Dillingham Office Building
Honolulu, Hawaii.............................. (1) 500 5,049 402 0
Dole Center, Office/Retail mixed use
Honolulu, Hawaii.............................. (1) 16,919 50,849 14,331 0
Town Center of Mililani Shopping Center
Mililani, Hawaii.............................. (2) 4,254 15,788 7,681 0
Mililani Mauka, McDonalds site
Mililani, Hawaii.............................. 351 485 0 0
Dole Plantation Retail Store
Wahiawa, Hawaii............................... (1) 222 3,446 1,278 0
10000 Ming Office Building
Bakersfield, California....................... (1) 1,135 16,812 2,325 0
The Market Place
Bakersfield, California....................... (1) 1,885 13,148 11,185 0
Schirra Court Industrial Warehouse
Bakersfield, California....................... (1) 258 2,757 878 0
Harvel Building
Bakersfield, California....................... 314 2,403 0 0
Premier Plaza Office Buildings
Atlanta, Georgia.............................. (1) 4,244 15,181 16,013 0
Landmark Center Office Buildings
Raleigh, North Carolina....................... (2) 1,401 14,997 1,021 0
Horizon at Six Forks Office Buildings
Raleigh, North Carolina....................... (1) 2,859 4,588 4,005 0
Regents Center Office Buildings
Tempe, Arizona................................ (1) 2,664 8,024 3,660 0
One Norman Square Apartments
Charlotte, North Carolina..................... (1) 1,284 9,424 226 0
--
--------- -------------- ---------------
$ 41,807 $ 173,273 $ 65,382 $ 0
--
--
--------- -------------- ---------------
--------- -------------- ---------------
COLUMN E
------------------------------------
GROSS AMOUNT AT WHICH CARRIED AT
CLOSE OF PERIOD COLUMN F COLUMN G COLUMN H
COLUMN A ------------------------------------ ------------- ---------------- ----------
- ------------------------------------------------ BUILDING AND ACCUMULATED DATE OF DATE
DESCRIPTION LAND IMPROVEMENTS TOTAL(3) DEPRECIATION CONSTRUCTION ACQUIRED
- ------------------------------------------------ --------- -------------- --------- ------------- ---------------- ----------
Verifone Office Building
Mililani, Hawaii.............................. $ 1,000 $ 4,439 $ 5,439 $ 1,059 1989 1989
Leilehua Office Building
Mililani, Hawaii.............................. 0 3,415 3,415 1,293 1989 1989
925 Dillingham Office Building
Honolulu, Hawaii.............................. 2,517 4,845 7,362 1,625 1984 1984
801 Dillingham Office Building
Honolulu, Hawaii.............................. 500 5,451 5,951 1,710 1993 1993
Dole Center, Office/Retail mixed use
Honolulu, Hawaii.............................. 16,919 65,180 82,099 19,319 1988-1996 1988-1996
Town Center of Mililani Shopping Center
Mililani, Hawaii.............................. 4,254 23,469 27,723 5,334 1988 1988
Mililani Mauka, McDonalds site
Mililani, Hawaii.............................. 351 485 836 0 1998 1998
Dole Plantation Retail Store
Wahiawa, Hawaii............................... 222 4,724 4,946 1,471 1989 1989
10000 Ming Office Building
Bakersfield, California....................... 1,135 19,137 20,272 7,326 1984 1987
The Market Place
Bakersfield, California....................... 1,885 24,333 26,218 960 1996 1996
Schirra Court Industrial Warehouse
Bakersfield, California....................... 258 3,635 3,893 766 1992 1992
Harvel Building
Bakersfield, California....................... 314 2,403 2,717 23 1998 1998
Premier Plaza Office Buildings
Atlanta, Georgia.............................. 4,244 31,194 35,438 3,540 1988, 1997 1993, 1997
Landmark Center Office Buildings
Raleigh, North Carolina....................... 1,401 16,018 17,419 2,920 1984, 1986 1993
Horizon at Six Forks Office Buildings
Raleigh, North Carolina....................... 2,859 8,593 11,452 1,171 1989, 1990, 1996 1993, 1996
Regents Center Office Buildings
Tempe, Arizona................................ 2,664 11,684 14,348 1,368 1989, 1997 1993, 1997
One Norman Square Apartments
Charlotte, North Carolina..................... 1,284 9,650 10,934 1,927 1993 1993
--------- -------------- --------- -------------
$ 41,807 $ 238,655 $ 280,462 $ 51,812
--------- -------------- --------- -------------
--------- -------------- --------- -------------
COLUMN I
--------------
LIFE ON WHICH
DEPRECIATION
IN LATEST
COLUMN A INCOME
- ------------------------------------------------ STATEMENTS
DESCRIPTION IS COMPUTED
- ------------------------------------------------ --------------
Verifone Office Building
Mililani, Hawaii.............................. 40 years
Leilehua Office Building
Mililani, Hawaii.............................. 40 years
925 Dillingham Office Building
Honolulu, Hawaii.............................. 40 years
801 Dillingham Office Building
Honolulu, Hawaii.............................. 20 years
Dole Center, Office/Retail mixed use
Honolulu, Hawaii.............................. 20-40 years
Town Center of Mililani Shopping Center
Mililani, Hawaii.............................. 40 years
Mililani Mauka, McDonalds site
Mililani, Hawaii.............................. 40 years
Dole Plantation Retail Store
Wahiawa, Hawaii............................... 40 years
10000 Ming Office Building
Bakersfield, California....................... 40 years
The Market Place
Bakersfield, California....................... 40 years
Schirra Court Industrial Warehouse
Bakersfield, California....................... 40 years
Harvel Building
Bakersfield, California....................... 40 years
Premier Plaza Office Buildings
Atlanta, Georgia.............................. 39 years
Landmark Center Office Buildings
Raleigh, North Carolina....................... 39 years
Horizon at Six Forks Office Buildings
Raleigh, North Carolina....................... 39 years
Regents Center Office Buildings
Tempe, Arizona................................ 39 years
One Norman Square Apartments
Charlotte, North Carolina..................... 27.5 years
- ----------------------------------------
(1) This property is pledged as collateral in connection with the Company's
revolving line of credit agreement.
(2) This property is pledged as collateral in connection with the Company's
long-term note payable.
(3) Aggregate cost for federal income tax purposes as of December 31, 1998 is
$227 million.
F-2
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
CASTLE & COOKE, INC.
AS OF DECEMBER 31, 1998
(000'S)
1996 1997 1998
---------- ---------- ----------
Reconciliation of cost basis:
Balance at beginning of period............................................. $ 260,775 $ 243,093 $ 264,351
Additions during the period:
Acquisitions through foreclosure......................................... -- -- --
Other acquisitions/newly completed property.............................. 11,243 -- 2,888
Improvements, etc........................................................ 8,304 21,486 13,251
Other.................................................................... -- -- --
Deductions during the period:
Cost of real estate sold................................................. (36,904) (177) (512)
Other.................................................................... (325) (51) 484
---------- ---------- ----------
Balance at close of period............................................... $ 243,093 $ 264,351 $ 280,462
---------- ---------- ----------
---------- ---------- ----------
1996 1997 1998
---------- ---------- ----------
Reconciliation of accumulated depreciation:
Balance at beginning of period............................................. $ 37,030 $ 38,144 $ 44,595
Additions during the period:
Depreciation expense..................................................... 6,920 6,531 7,601
Other.................................................................... -- -- --
Deductions during the period:
Cost of real estate sold................................................. (5,806) (92) (422)
Other.................................................................... -- 12 38
---------- ---------- ----------
Balance at close of period................................................. $ 38,144 $ 44,595 $ 51,812
---------- ---------- ----------
---------- ---------- ----------
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.
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).
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).
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).
EXHIBIT
NO.
- -----------
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 Form of Nonqualified Stock Option under the 1995 Plan (incorporated herein by reference to Executive
Compensation Plans and Arrangements--Exhibit 10.5 to the Company's Annual Report on Form 10K for the year
ended December 31, 1995, File No. 1-14020).
10.6 Castle & Cooke, Inc. Deferred Stock Compensation Plan for Non-Employee Directors, as amended through
February 9, 1999.
10.7 Castle & Cooke, Inc. Supplementary Executive Retirement Plan.
13 Castle & Cooke, Inc. 1998 Annual Report for the year ended December 31, 1998. (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.