<PAGE>
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
------------------------------
(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities and Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 1-14020
CASTLE & COOKE, INC.
(Exact name of registrant as specified in its charter)
HAWAII 77-0412800
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
10900 WILSHIRE BOULEVARD, 16TH FLOOR
LOS ANGELES, CA 90024
(Address of principal executive offices and zip code)
(310) 208-3636
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Shares Outstanding at April 30, 1997
----- ------------------------------------
Common Stock, without par value 19,957,084 shares
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<PAGE>
CASTLE & COOKE, INC.
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 31, 1997
TABLE OF CONTENTS
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1997 and December 31, 1996... 3
Consolidated Statements of Operations - Three months ended
March 31, 1997 and March 31, 1996................................ 4
Consolidated Statements of Cash Flows - Three months ended
March 31, 1997 and March 31, 1996................................ 5
Notes to Consolidated Financial Statements........................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................... 10
SIGNATURES................................................................ 11
2
<PAGE>
CASTLE & COOKE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
March 31, December 31,
1997 1996
(Unaudited) (Audited)
---------- ------------
Cash and cash equivalents $ 12,241 $ 5,663
Receivables, net 33,466 32,567
Real estate developments 514,602 511,358
Property, plant and equipment, net 445,281 444,435
Income tax receivable 2,144 9,209
Other assets 17,622 16,590
---------- ----------
Total assets $1,025,356 $1,019,822
---------- ----------
---------- ----------
Notes payable $ 151,120 $ 142,130
Note payable to Dole 10,000 10,000
Accounts payable 16,400 16,630
Accrued liabilities 27,092 30,150
Deferred income taxes 173,087 172,819
Deferred income and other liabilities 28,974 29,086
---------- ----------
Total liabilities 406,673 400,815
---------- ----------
Preferred stock 35,875 35,700
Common shareholders' equity
Common stock 511,108 511,075
Retained earnings 71,700 72,232
---------- ----------
Total common shareholders' equity 582,808 583,307
---------- ----------
Total liabilities and
shareholders' equity $1,025,356 $1,019,822
---------- ----------
---------- ----------
The accompanying notes are an integral part of these consolidated balance
sheets.
3
<PAGE>
CASTLE & COOKE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT EARNINGS (LOSS) PER COMMON SHARE AMOUNTS)
Three Months Ended
March 31,
---------------------
1997 1996
------- -------
REVENUES
Residential property sales $26,927 $44,931
Resort revenues 15,002 19,319
Commercial and other revenues 12,249 12,808
------- -------
Total revenues 54,178 77,058
COST OF OPERATIONS
Cost of residential property sales 24,092 39,998
Cost of resort operations 18,233 20,389
Cost of commercial and other operations 7,285 8,244
General and administrative expenses 3,704 3,435
------- -------
Total cost of operations 53,314 72,066
------- -------
Operating income 864 4,992
Interest and other income, net 367 440
Interest expense, net 375 989
------- -------
Income before income taxes 856 4,443
Income tax provision (338) (1,755)
------- -------
Net income 518 2,688
Preferred stock dividend and accretion (1,050) (1,060)
------- -------
Net (loss) income available to
common shareholders $ (532) $ 1,628
------- -------
Earnings (loss) per common share $ (0.03) $ 0.08
------- -------
------- -------
Average number of common shares outstanding 19,956 19,952
------- -------
------- -------
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CASTLE & COOKE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
March 31, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 518 $ 2,688
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 4,351 4,546
Changes in operating assets and liabilities:
Increase in receivables, net (899) (6,113)
(Increase) decrease in real estate developments, net (2,465) 13,063
Decrease in income tax receivable 7,065 -
Decrease in accounts payable (230) (6,176)
(Decrease) increase in accrued liabilities (3,058) 411
Increase in deferred income taxes 268 1,449
Net change in other assets and liabilities (989) (1,317)
--------- ---------
Net cash provided by operating activities 4,561 8,551
--------- ---------
Cash flows from investing activities:
Acquisition of property, plant and equipment (6,131) (3,502)
--------- ---------
Net cash used in investing activities (6,131) (3,502)
--------- ---------
Cash flows from financing activities:
Net borrowings (reductions) under
revolving loan agreement 8,990 (8,000)
Proceeds from exercise of stock options 33 -
Preferred stock dividends paid (875) -
--------- ---------
Net cash provided by (used in) financing activities 8,148 (8,000)
--------- ---------
Net increase (decrease) in cash and cash equivalents 6,578 (2,951)
Cash and cash equivalents at beginning of period 5,663 4,781
--------- ---------
Cash and cash equivalents at end of period $12,241 $ 1,830
--------- ---------
--------- ---------
Supplemental cash flow data
Interest paid, net of amount capitalized $ 346 $ 569
Income taxes paid 71 306
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
CASTLE & COOKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared by
Castle & Cooke, Inc. ("the Company"), without audit, and include all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the quarters ended March 31,
1997 and March 31, 1996, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures in such financial statements are adequate to make the
information presented not misleading. The consolidated financial statements
should be read in conjunction with the Company's financial statements and the
notes thereto for the year ended December 31, 1996, included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The Company was formed on October 10, 1995 to be the successor of the assets
and related liabilities of the real estate and resorts business of Dole Food
Company, Inc. and its subsidiaries ("Dole"). On December 28, 1995, Dole
completed the separation of its real estate and resorts business from its
food business through a pro rata distribution of the stock of the Company to
its shareholders.
The Company's operating results are subject to significant variability as a
result of, among other things, weather, the receipt of regulatory approvals,
status of development in particular projects and the timing of home and lot
sales in developed projects. The sale and leasing activities of income
producing properties and the sale of non-income producing properties also
have a significant impact on the variability of operating results. The
results of operations for the quarter ended March 31, 1997, are not
necessarily indicative of the results to be expected for the full year.
Certain reclassifications have been made to the 1996 financial statements to
conform to the 1997 presentation.
NOTE 2. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are contingently liable as joint indemnitors
to surety companies for subdivision, off-site improvement and construction
bonds issued on their behalf.
The Company is a defendant in several lawsuits arising in the normal course
of business. In the opinion of management, the final resolution of these
lawsuits will not have a material adverse effect on its financial position or
results of operations.
NOTE 3. NEW ACCOUNTING PRONOUNCEMENT
In February, 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS No.
128"). SFAS No. 128 revises and simplifies the computation for earnings per
share and requires certain additional disclosures. The Company will adopt
this standard in the fourth quarter of 1997. The adoption of this standard
is not expected to have an effect on the Company's earnings per share.
6
<PAGE>
CASTLE & COOKE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUES
First quarter consolidated revenues decreased from $77.0 million
in 1996 to $54.2 million in 1997. First quarter residential property sales
decreased from $44.9 million in 1996 to $26.9 million in 1997. The decrease
in the residential property sales is primarily due to a decrease in both
deliveries and the average price per home sold. First quarter deliveries
decreased from 141 homes in 1996 to 73 homes in 1997. The average price per
home decreased in the first quarter from $279,000 in 1996 to $260,000 in
1997. The decrease in both deliveries and the average price per home sold
was primarily due to a soft residential market in Oahu. Excluding the resort
luxury home sales, resort revenues decreased from $15.4 million in 1996 to
$14.2 million in 1997. The decrease was primarily due to adverse weather
conditions in January and a decrease in group business. As a result,
occupancy rates decreased from 76.1% in 1996 to 69.6% in 1997. Resort luxury
home revenues decreased from $3.9 million in 1996 to $798,000 in 1997. The
decrease was primarily due to the sale of four Villas at Koele in 1996
compared to no Villas sold in the first quarter of 1997. The revenue in 1997
relates to the sale of a single-family lot in August of 1996 and the
subsequent construction of a luxury home. The revenue and related cost of the
lot and home construction are recognized using the percentage-of-completion
method over the construction period.
COST AND EXPENSES
First quarter consolidated cost of operations decreased from $72.1 million in
1996 to $53.3 million in 1997. The cost of residential property sales as a
percentage of residential property sales was 89% in both 1996 and 1997.
Excluding luxury home sales and depreciation, the cost of resort operations
as a percentage of resort revenues increased from 98% in 1996 to 107% in
1997. The increase was primarily due to decreased occupancy and resort
revenues. Since a significant portion of the resort operation's costs are
fixed costs, these costs will not increase or decrease proportionately as
occupancy and resort revenues increase or decrease. Luxury home sales
margins decreased from 19% in 1996 to 10% in 1997. The decrease was
primarily due to decreased sales activity. Since a certain portion of luxury
home cost of sales is fixed, this cost will not increase or decrease
proportionately as luxury home sales increase or decrease. Resort
depreciation was $2.3 million and $2.1 million in 1997 and 1996, respectively.
Total interest cost incurred in the first quarter of 1997 was $2.9 million of
which $2.5 million was capitalized into real estate developments and fixed
assets under construction. Total interest cost incurred in the first quarter
of 1996 was $3.7 million of which $2.7 million was capitalized into real
estate developments and fixed assets under construction. Total borrowings
under the revolving loan agreements were $151.1 million at March 31, 1997
compared to $177.0 million at March 31, 1996. Amortization in cost of
residential sales of previously capitalized interest totaled approximately
$646,000 and $516,000 for the first quarters of 1997 and 1996, respectively.
NET INCOME AND EARNINGS PER SHARE
Preferred stock dividend and accretion relates to the $35 million cumulative
preferred stock issued in connection with the Company's separation from Dole
in December of 1995.
Net loss available to common shareholders was $532,000 in 1997 compared to
net income available to common shareholders of $1.6 million in 1996. This
decrease is primarily due to lower operating results described above.
7
<PAGE>
CASTLE & COOKE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BACKLOG
The Company's new orders and backlog for homes in 1997 compared to 1996 were
as follows:
Quarter Ended
March 31,
---------------------
1997 1996
------- -------
Units
Backlog at beginning of the period 55 133
Add: new orders 83 201
Less: deliveries 73 141
------- -------
Backlog at end of the period 65 193
------- -------
------- -------
Dollars
Backlog at beginning of the period $15,143 $34,298
Add: new orders 22,544 53,555
Less: deliveries 18,976 39,281
------- -------
Backlog at end of the period $18,711 $48,572
------- -------
------- -------
Average price per unit delivered $ 260 $ 279
------- -------
------- -------
The decrease in new orders, deliveries and average price per unit delivered
in 1997 as compared to 1996 is primarily due to a soft residential housing
market on Oahu.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital to operate its resorts, to purchase and develop
land, to construct homes and lots and to acquire, develop and operate
commercial property.
In connection with the separation from Dole in
December of 1995, the Company entered into a Credit Agreement with a
syndicate of banks pursuant to which the banks agreed to provide the Company
a three-year revolving credit agreement (the "Credit Agreement"). The Credit
Agreement initially provided revolving loans of up to $240 million, based
upon a percentage of value of certain commercial properties and home building
inventory. The Credit Agreement bears interest at a variable rate based on
the London Interbank Offered Rate ("LIBOR") or at an alternative rate based
upon a designated Bank's prime rate or the federal funds rate. At March 31,
1997, the Company is in compliance with the various financial covenants of
the Credit Agreement. In the second quarter of 1996, the Company voluntarily
reduced the available amount under the Credit Agreement to $190 million in
order to benefit from a lower effective interest rate. Due to the sale of a
Bakersfield commercial office building in the third quarter of 1996, the
available amount under the Credit Agreement was further reduced to $186.2
million.
The Credit Agreement, among other things, required the available amount to be
reduced to $140 million by March 31, 1997. However, this deadline was
extended to May 31, 1997. In the first quarter of 1997, the Company began
renegotiating the terms of the Credit Agreement with the banks that are party
to the Credit Agreement. The Company has requested that the amount available
under the Credit Agreement be increased to $250 million if certain real
estate holdings are added to the collateral base. Based on discussions with
such banks, the Company believes that the proposed increase in the available
amount will be accepted by May 31, 1997, but as of April 30, 1997, a
modification of the Credit Agreement has not
8
<PAGE>
CASTLE & COOKE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
been finalized and no assurances can be made that an agreement relating to
the proposed terms can be reached.
The Company believes that funds available under the Credit Agreement (amended
as described above) and cash generated from operations combined with
selective sales of commercial and other properties from time to time will be
adequate for its short-term and long-term cash needs. There can be no
assurance, however, that the amounts available from such sources will be
sufficient. The Company may be required to seek additional capital in the
form of public equity or debt offerings or from a variety of potential
sources, including additional bank financing.
Residential development spending was $18.4 million in the first quarter of
1997. First quarter spending in 1997 at the Mililani, Royal Kunia and Lalea
Oahu residential developments was approximately $7.5 million, $3.1 million
and $2.6 million, respectively. First quarter spending in 1997 at the
Bakersfield and Arizona residential developments was approximately $4.3
million. The Company expects to spend approximately $11.4 million in 1997
for the new Keene's Point development in Orlando, Florida. The initial land
purchase, which is currently in escrow, is expected to close in the fourth
quarter of 1997 with lot sales commencing in the first quarter of 1998.
Total resort development and capital spending was approximately $2.1 million
in the first quarter of 1997. Spending at the Manele and Koele luxury home
developments in the first quarter of 1997 was approximately $916,800 and
$160,500, respectively.
Capital expenditures at the commercial projects totaled $5.1 million in the
first quarter of 1997 and primarily related to the construction of the
Marketplace shopping center in Bakersfield, California ($2.2 million) and the
Premier Plaza II office building in Atlanta, Georgia ($1.3 million). During
the remainder of 1997, the Company expects to spend approximately $3.8
million and $13.3 million on construction of the Marketplace and Premier II,
respectively. The Company expects to spend approximately $4.0 million in
1997 relating to the construction of Regents II, a 41,000 square foot
commercial office building adjacent to the Company's fully leased Regents
Center in Tempe, Arizona. Construction is expected to be completed in the
fourth quarter of 1997. In the remaining quarters of 1997, the Company
expects to begin construction on an 18-hole daily fee golf course in San
Jose, California and adjacent to the Company's existing course. Construction
costs in 1997 relating to this Jack Nicklaus designed course are expected to
be approximately $6.2 million.
Cash flow from operating activities decreased $4.0 million during the quarter
ended March 31, 1997 as compared to the corresponding quarter in 1996. The
decrease is primarily due to decreased revenues, partially offset by the
receipt of a tax refund of $7.1 million in 1997. Cash flow used in investing
activities increased $2.6 million during the three months ended March 31,
1997 as compared to the corresponding period in 1996. The increase is
primarily due to capital spending relating to the construction of the
Marketplace shopping center and Premier Plaza II office building as explained
above. Cash flow from financing activities increased $16.1 during the three
months ended March 31, 1997 as compared to the corresponding period in 1996.
The increase was primarily due to net borrowings of $9.0 million in 1997
compared to net repayments of $8.0 million in 1996.
9
<PAGE>
CASTLE & COOKE, INC.
PART II.
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
No.
-------
4.5 Third amendment dated as of March 31, 1997 relating to the Credit
Agreement dated as of December 5, 1995.
27 Financial Data Schedule
(b) Reports on Form 8-K
THE REGISTRANT FILED NO REPORTS ON FORM 8-K DURING THE QUARTER
ENDED MARCH 31, 1997.
All other items required under Part II are omitted because they are not
applicable.
10
<PAGE>
CASTLE & COOKE, INC.
SIGNATURES
Pursuant to the requirements 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.
Registrant
Date: April 30, 1997 BY /s/EDWARD C. ROOHAN
---------------------------
Edward C. Roohan
Vice President and
Chief Financial Officer
(Principal financial officer
and accounting officer)
11
<PAGE>
THIRD AMENDMENT dated as of March 31, 1997 (this
"AGREEMENT"), relating to the Credit Agreement dated as of
December 5, 1995, as amended (the "CREDIT AGREEMENT"), among
CASTLE & COOKE, INC., a Hawaii corporation (the "BORROWER"), the
financial institutions party thereto (the "LENDERS"), THE CHASE
MANHATTAN BANK, a New York banking corporation, formerly known as
Chemical Bank, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") and as collateral agent (in such
capacity, the "COLLATERAL AGENT") for the Lenders.
The Borrower has requested that the Lenders enter into this
Agreement in order to amend the Credit Agreement to extend the date for the
Scheduled Reduction of the Commitments from March 31, 1997, to May 31, 1997.
Accordingly, in consideration of the agreements, provisions and
covenants herein contained, and in compliance with the provisions of Section
9.08(b) of the Credit Agreement, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT. Each Lender hereby agrees, effective as of
March 31, 1997, to amend Section 2.09(a) of the Credit Agreement by deleting
the date "March 31, 1997" from clause (i) thereof and replacing such date
with "May 31, 1997".
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to each of the Lenders, the Administrative Agent and
the Collateral Agent that:
(a) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects with the
same effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(b) No Event of Default or Default has occurred and is continuing.
SECTION 3. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. COUNTERPARTS. This Agreement may be
<PAGE>
executed in one or more counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
instrument.
SECTION 5. EXPENSES. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Agreement, including the reasonable fees, charges and disbursements
of Cravath, Swaine & Moore, counsel for the Administrative Agent.
SECTION 6. DEFINED TERMS. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and
year first above written.
CASTLE & COOKE, INC.,
by /s/ EDWARD C. ROOHAN
-------------------------------
Name: Edward C. Roohan
Title: Vice President and CFO
THE CHASE MANHATTAN BANK, formerly known
as Chemical Bank, individually and as
Administrative Agent and Collateral
Agent,
by /s/ MARY ELISABETH SWERZ
-------------------------------
Name: Mary Elisabeth Swerz
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by /s/ MARY BOWMAN
-------------------------------
Name: Mary Bowman
Title: Vice President
<PAGE>
BANK OF HAWAII,
by /s/ S. G. PAGLIARO
-------------------------------
Name: S. G. Pagliaro
Title: Vice President
THE BANK OF NOVA SCOTIA, SAN
FRANCISCO AGENCY,
by /s/ BRUCE GANONG
-------------------------------
Name: Bruce Ganong
Title: Relationship Manager
THE FIRST NATIONAL BANK OF CHICAGO,
by /s/ KEVIN L. GILLEN
-------------------------------
Name: Kevin L. Gillen
Title: Assistant Vice President
KREDIETBANK N.V.,
by /s/ ROBERT SNAUFFER
-------------------------------
Name: Robert Snauffer
Title: Vice President
by /s/ TOD R. ANGUS
-------------------------------
Name: Tod R. Angus
Title: Vice President
SOCIETE GENERALE,
by /s/ J. STALEY STEWART
-------------------------------
Name: J. Staley Stewart
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
by /s/ KAY SKIDMORE
-------------------------------
Name: Kay Skidmore
Title: Vice President
<PAGE>
FIRST HAWAIIAN BANK,
by /s/ ROBERT M. WHEELER, III
-------------------------------
Name: Robert M. Wheeler, III
Title: Vice President
Solely for the purpose
of consenting to the
foregoing Amendment
with regard to certain
Guarantee Agreements
dated as of December 27,
1995, as Guarantors
thereunder:
EACH OF THE SUBSIDIARIES
OF THE BORROWER LISTED
ON SCHEDULE I HERETO:
by /s/ EDWARD C. ROOHAN
----------------------
Name: Edward C. Roohan
Title: Authorized
Officer
<PAGE>
SCHEDULE I TO THE
THIRD AMENDMENT
SUBSIDIARY GUARANTORS
Hawaii Newsub, Inc. (nka Lanai Company, Inc.)
Castle & Cooke Commercial Hawaii, Inc. (nka Castle & Cooke Properties, Inc.)
Castle & Cooke Hawaii, Inc. (nka Castle & Cooke Homes Hawaii, Inc.)
Castle & Cooke Homes California, Inc. (nka Castle & Cooke California, Inc.)
C&C Commercial - CA, Inc. (nka Castle & Cooke Commercial - CA, Inc.)
Arizona Newsub, Inc. (nka Castle & Cooke Arizona, Inc.)
Castle & Cooke Kunia, Inc. (subsidiary of Castle & Cooke Homes Hawaii, Inc.)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 12,241
<SECURITIES> 0
<RECEIVABLES> 33,466
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 445,281
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,025,356
<CURRENT-LIABILITIES> 0
<BONDS> 0
35,875
0
<COMMON> 511,108
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,025,356
<SALES> 54,178
<TOTAL-REVENUES> 54,178
<CGS> 49,610
<TOTAL-COSTS> 53,314
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> 856
<INCOME-TAX> 338
<INCOME-CONTINUING> 518
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 518
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0
</TABLE>
