SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the quarter ended June 30, 1998 Commission File Number 33-24180
AMFAC/JMB HAWAII, L.L.C.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Hawaii 36-3109397
(State of organization) (IRS Employer Identification No.)
For the quarter ended June 30, 1998 Commission File Number 33-24180-01
AMFAC/JMB FINANCE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3611183
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-440-4800
See Table of Additional Registrants Below.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
As of August 12, 1998, all of Amfac/JMB Hawaii L.L.C.'s membership interest
is solely owned by Northbrook Corporation, an Illinois corporation, and not
traded on a public market.
As of August 12, 1998, Amfac/JMB Finance, Inc. had 1,000 shares of Common
Stock outstanding. All such Common Stock is owned by its respective parent
and not traded on a public market.
<PAGE>
ADDITIONAL REGISTRANTS (1)
Address, including,
zip code, and
Exact name of State or other telephone number,
registrant as jurisdiction of IRS Employer including area code of
specified in incorporation Identification registrant's principal
its Charter or organization Number executive offices
- ------------- --------------- -------------- --------------------------
Amfac Land Hawaii 99-0185633 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited. 312/440-4800
Amfac Property Hawaii 99-0150751 900 North Michigan Avenue
Development Chicago, Illinois 60611
Corp. 312/440-4800
Amfac Hawaii 99-0202331 900 North Michigan Avenue
Property Chicago, Illinois 60611
Investment 312/440-4800
Corp.
H. Hackfeld Hawaii 99-0037425 900 North Michigan Avenue
& Co., Ltd. Chicago, Illinois 60611
312/440-4800
Kaanapali Hawaii 99-0176334 900 North Michigan Avenue
Estate Chicago, Illinois 60611
Coffee, Inc. 312/440-4800
Kaanapali Hawaii 99-0185634 900 North Michigan Avenue
Water Chicago, Illinois 60611
Corporation 312/440-4800
Kekaha Sugar Hawaii 99-0044650 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
The Lihue Hawaii 99-0046535 900 North Michigan Avenue
Plantation Chicago, Illinois 60611
Company, 312/440-4800
Limited
Oahu Sugar Hawaii 99-0105277 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Pioneer Mill Hawaii 99-0105278 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Puna Sugar Hawaii 99-0051215 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800
Waiahole Hawaii 99-0144307 900 North Michigan Avenue
Irrigation Chicago, Illinois 60611
Company, 312/440-4800
Limited
Waikele Golf Hawaii 99-0304744 900 North Michigan Avenue
Club, Inc. Chicago, Illinois 60611
312/440-4800
1) The Additional Registrants listed are wholly-owned subsidiaries of
the registrant and are guarantors of the registrant's Certificate of Land
Appreciation Notes due 2008.
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 37
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 37
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMFAC/JMB HAWAII, L.L.C.
Consolidated Balance Sheets
June 30, 1998 and December 31, 1997
(Dollars in Thousands)
(Unaudited)
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
---------- -----------
<S> <C> <C>
A S S E T S
- -----------
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 13,407 9,115
Receivables-net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,711 6,743
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,744 61,469
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,021 2,648
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . 98,883 79,975
-------- --------
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,417 46,496
-------- --------
Property, plant and equipment:
Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . 252,066 262,233
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . 64,111 63,497
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . 1,135 1,035
-------- --------
317,312 326,765
Less accumulated depreciation and amortization . . . . . . . . . . . . . 41,592 38,726
-------- --------
275,720 288,039
-------- --------
Deferred expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . 11,251 11,872
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,324 37,863
-------- --------
$469,595 464,245
======== ========
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Consolidated Balance Sheets - Continued
June 30, 1998 and December 31, 1997
(Dollars in Thousands)
(Unaudited)
JUNE 30, DECEMBER 31,
1998 1997
---------- -----------
L I A B I L I T I E S
- ---------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,177 6,289
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,280 9,213
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . 11,246 11,243
Current portion of deferred income taxes . . . . . . . . . . . . . . . . 9,467 4,325
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . 11,476 10,719
-------- --------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . 48,646 41,789
-------- --------
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . 152,925 125,290
Accumulated postretirement benefit obligation. . . . . . . . . . . . . . . 52,615 54,375
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,535 94,312
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . 34,367 34,525
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 75,021 84,151
Certificate of Land Appreciation Notes . . . . . . . . . . . . . . . . . . 220,692 220,692
-------- --------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 677,801 655,134
-------- --------
Commitments and contingencies (notes 2, 3, 4, 6, 7 and 8)
S T O C K H O L D E R 'S E Q U I T Y (D E F I C I T )
- ---------------------------------------------------------
Common stock, no par value; authorized, issued and
outstanding 1,000 shares . . . . . . . . . . . . . . . . . . . . . . . . 1 1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . 14,384 14,384
Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . . . (222,591) (205,274)
-------- --------
Total stockholder's equity (deficit) . . . . . . . . . . . . . . . (208,206) (190,889)
-------- --------
$469,595 464,245
======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Operations
Three and Six Months Ended June 30, 1998 and 1997
(Dollars in Thousands)
(Unaudited)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenue:
Agriculture. . . . . . . . . . . . . . . . . . . $ 2,510 7,591 3,427 8,266
Property . . . . . . . . . . . . . . . . . . . . 24,588 10,774 32,897 19,582
-------- -------- -------- --------
27,098 18,365 36,324 27,848
-------- -------- -------- --------
Cost of sales:
Agriculture. . . . . . . . . . . . . . . . . . . 1,782 6,649 3,341 7,418
Property . . . . . . . . . . . . . . . . . . . . 24,741 10,475 29,093 16,213
-------- -------- -------- --------
26,523 17,124 32,434 23,631
Operating expenses:
Selling, general and administrative. . . . . . . 3,009 3,512 5,273 6,578
Depreciation and amortization. . . . . . . . . . 1,607 1,534 3,266 3,049
-------- -------- -------- --------
Total costs and expenses . . . . . . . . . . . . . 31,139 22,170 40,973 33,258
Operating loss . . . . . . . . . . . . . . . . . . (4,041) (3,805) (4,649) (5,410)
-------- -------- -------- --------
Non-operating income (expenses):
Amortization of deferred costs . . . . . . . . . (320) (302) (628) (721)
Interest expense . . . . . . . . . . . . . . . . (8,332) (7,331) (16,214) (14,007)
Interest income. . . . . . . . . . . . . . . . . 95 39 186 80
-------- -------- -------- --------
(8,557) (7,594) (16,656) (14,648)
-------- -------- -------- --------
Loss before taxes. . . . . . . . . . . . . . . (12,598) (11,399) (21,305) (20,058)
-------- -------- -------- --------
Income tax benefit . . . . . . . . . . . . . . . 5,705 4,377 9,048 7,691
-------- -------- -------- --------
Net loss . . . . . . . . . . . . . . . . . . . $ (6,893) (7,022) (12,257) (12,367)
======== ======== ======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1998 and 1997
(Dollars in Thousands)
(Unaudited)
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(12,257) (12,367)
Items not requiring (providing) cash:
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . 3,266 3,049
Amortization of deferred costs . . . . . . . . . . . . . . . . . . . . . . . 628 721
Equity in earnings of investments. . . . . . . . . . . . . . . . . . . . . . 29 10
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,048) (7,691)
Deferred interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508 545
Interest on advances from affiliates . . . . . . . . . . . . . . . . . . . . 7,221 5,443
Changes in:
Receivables - net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,968) (7,750)
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,075 9,450
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627 878
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (112) 1,412
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,067 (1,594)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . 757 1,162
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . (1,875) (3,359)
-------- --------
Net cash used in operating activities. . . . . . . . . . . . . . . . . . (14,082) (10,091)
-------- --------
Cash flows from investing activities:
Property additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,321) (2,405)
Property sales, disposals and retirements - net. . . . . . . . . . . . . . . . 24 --
Investments in joint ventures and partnerships . . . . . . . . . . . . . . . . (950) (259)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,539 (3,620)
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . (551) 82
-------- --------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . (1,259) (6,202)
-------- --------
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Consolidated Statements of Cash Flows - Continued
Six Months Ended June 30, 1998 and 1997
(Dollars in Thousands)
(Unaudited)
1998 1997
--------- ---------
Cash flows from financing activities:
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) (244)
Net (repayments) proceeds of long-term debt. . . . . . . . . . . . . . . . . . (774) 4,680
Net amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . 20,414 12,214
-------- --------
Net cash provided by financing activities. . . . . . . . . . . . . . . . 19,633 16,650
-------- --------
Net decrease in cash and cash equivalents. . . . . . . . . . . . . . . . 4,292 357
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . 9,115 8,736
-------- --------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . $ 13,407 9,093
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amount capitalized) . . . . . . . . . . . . . . $ 11,369 8,134
======== ========
Schedule of non-cash investing and financing activities:
Transfer of property actively held for sale to real estate
inventories and accrued costs relating to real estate sales. . . . . . . . $ 10,350 3,701
======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
(Dollars in Thousands)
Readers of this quarterly report should refer to the Company's audited
financial statements for the fiscal year ended December 31, 1997, which are
included in the Company's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
Amfac/JMB Hawaii, L.L.C. (the "Company") is a Hawaii limited liability
company. The Company is wholly-owned by Northbrook Corporation
("Northbrook"). The primary business activities of the Company are land
development and sales, golf course management and agriculture. The Company
owns approximately 36,000 acres of land located on the islands of Oahu,
Maui, Kauai and Hawaii in the State of Hawaii. All of this land is held by
the Company's wholly-owned subsidiaries. In addition to its owned lands,
the Company leases approximately 55,000 acres of land used primarily in
conjunction with its agricultural operations. The Company's operations are
subject to significant government regulation.
The Company is the successor to Amfac/JMB Hawaii, Inc. ("A/J Hawaii").
On March 3, 1998, A/J Hawaii was merged (the "Merger") with and into the
Company pursuant to an Agreement and Plan of Merger dated February 27, 1998
by and between A/J Hawaii and the Company (which was then named Amfac/JMB
Mergerco, L.L.C.). The Merger was consummated to change the Company's form
of entity from a corporation to a limited liability company. The Company
was a nominally capitalized limited liability company which was formed on
December 24, 1997, solely for the purpose of effecting the Merger. The
Company succeeded to all the assets and liabilities of A/J Hawaii in
accordance with the Hawaii Business Corporation Act and the Hawaii Uniform
Limited Liability Company Act. In addition, A/J Hawaii, the Company, The
First National Bank of Chicago (the "Trustee") and various guarantors
entered into a Second Supplemental Indenture dated as of March 1, 1998,
pursuant to which the Company expressly assumed all obligations of A/J
Hawaii under the Indenture dated as of March 14, 1989, as amended (the
"Indenture") by and among A/J Hawaii, the Trustee and the guarantors named
therein and the Certificates of Land Appreciation Notes due 2008 Class A
(the "Class A COLAs") and the Certificates of Land Appreciation Notes Class
B (the "Class B COLAs" and, collectively, with the Class A COLAs the
"COLAs"). The Merger did not require the consent of the holders of the
COLAs under the terms of the Indenture. The Company has succeeded to A/J
Hawaii's reporting obligations under the Securities Exchange Act of 1934,
as amended. Unless otherwise indicated, references to the Company prior to
March 3, 1998 shall mean A/J Hawaii and A/J Hawaii's subsidiaries.
The Company has two primary business segments. The agriculture
segment ("Agriculture") is responsible for the Company's activities related
to the cultivation and processing of sugar cane and other agricultural
products. The real estate segment ("Property") is responsible for
development and sales activities related to the Company's owned land, all
of which is in the State of Hawaii, and the management and operation of the
Company's golf course facilities.
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
The Company's policy is to consider all amounts held with original
maturities of three months or less in U.S. Government obligations,
certificates of deposit and money market funds (approximately $10,300 and
$5,400 at June 30, 1998 and December 31, 1997, respectively) as cash
equivalents, which approximates market. These amounts include $1,740 and
$2,067 at June 30, 1998 and December 31, 1997, respectively, which were
restricted primarily to fund debt service on long-term debt related to the
acquisition of power generation equipment (see note 4).
As part of the Company's agriculture operations, the Company enters
into commodities futures contracts and options in sugar as deemed
appropriate to reduce the risk of future price fluctuations in sugar. The
sugar futures contracts obligate the Company to make or receive a payment
equal to the net change in value of the contracts at its maturity. The
sugar option contracts permit, but do not require, the Company to purchase
specified numbers of futures contracts at specified prices until the
expiration dates of the contracts. The sugar futures and options contracts
are designated as hedges of the Company's firm sales commitments, are
short-term in nature to correspond to the commitment period, and are
effective in hedging the Company's exposure to changes in sugar prices
during that cycle.
Investments in certain partnerships and joint ventures, if any, over
which the Company exercises significant influence are accounted for by the
equity method. To the extent the Company engages in such activities as a
general partner, the Company is contingently liable for the obligations of
its partnership and joint venture investments.
Project costs associated with the acquisition, development and
construction of real estate projects are capitalized and classified as
construction in progress. Such capitalized costs are not in excess of the
project's estimated fair value, as reviewed periodically or as considered
necessary.
Land actively held for sale and any related development costs
transferred from construction in progress are reported as inventories in
the accompanying consolidated balance sheets and are stated at the lower of
cost or fair value less costs to sell.
For financial reporting purposes, the Company uses the effective
interest rate method and accrued interest on the Certificate of Land
Appreciation Notes due 2008 ("COLAs") at 4% per annum, which is the
"Mandatory Base Interest" (see note 3).
Interest is capitalized to qualifying assets (principally real estate
under development) during the period that such assets are undergoing
activities necessary to prepare them for their intended use. Such
capitalized interest is charged to cost of sales as revenue from the real
estate development is recognized. Interest costs of $354 and $729 have
been capitalized for the six months ended June 30, 1998 and 1997,
respectively.
Net interest received (paid) on contracts that qualify as hedges is
recognized over the life of the contract as an adjustment to interest
income (expense) of the hedged financial instrument.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
The Company and its subsidiaries report their taxes as part of the
consolidated tax return of the Company's parent, Northbrook. The Company
and its subsidiaries have entered into a tax indemnification agreement with
Northbrook that indemnifies the Company and its subsidiaries for
responsibility for all past, present and future federal and state income
tax liabilities (other than income taxes which are directly attributable to
cancellation of indebtedness income caused by the repurchase or redemption
of securities as provided for in or contemplated by the Repurchase
Agreement).
Current and deferred taxes have been allocated to the Company as if
the Company were a separate taxpayer in accordance with the provisions of
SFAS No. 109-Accounting for Income Taxes. However, to the extent the tax
indemnification agreement does not require the Company to actually pay
income taxes, current taxes payable or receivable have been reflected as
deemed contributions or distributions, respectively, to additional paid-in
capital or distributions to retained earnings (deficit) in the accompanying
consolidated financial statements.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Certain amounts in the 1997 financial statements have been
reclassified to conform to the 1998 presentation.
(2) AMOUNTS DUE TO AFFILIATES - FINANCING
The approximately $15,097 of remaining acquisition-related financing
owed to affiliates had a maturity date of June 1, 1998 and bore interest at
a rate per annum based upon the prime interest rate (8.5% at June 30,
1998), plus 1%.
On June 1, 1995, the Company borrowed $52,000 from Northbrook to
redeem Class A COLAs pursuant to the Redemption Offer (see note 3). The
Company has also borrowed approximately $18,746 and $9,814 during 1996 and
1995, respectively, to fund COLA Mandatory Base Interest payments and other
operational needs. The loans from Northbrook were payable interest only,
matured on June 1, 1998 and carried an interest rate per annum equal to the
prime interest rate plus 2%.
In February 1997 the above noted affiliate loans, along with certain
other amounts due Northbrook, were converted into a new $104,759 ten-year
note payable. The new note is payable interest only and accrues interest at
the prime rate plus 2%. The Company borrowed an additional $16,628 during
1997 and $20,414 during the six months ended June 30, 1998 to fund COLA
Mandatory Base Interest payments and other operational needs from a
subsidiary of Northbrook under a separate note which is payable interest
only and accrues at the prime rate plus 2%. The total amount due Northbrook
and its subsidiary as of June 30, 1998 was $152,925, which includes accrued
interest of $1,977. Pursuant to the Indenture relating to the COLAs, the
amounts borrowed from Northbrook are considered "Senior Indebtedness" to
the COLAs.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(3) CERTIFICATE OF LAND APPRECIATION NOTES
The COLAs are unsecured debt obligations of the Company. Interest on
the COLAs is payable semi-annually on February 28 and August 31 of each
year. The COLAs mature on December 31, 2008, and bear interest after the
Final Issuance Date (August 31, 1989) at a rate of 10% per annum ("Base
Interest") of the outstanding principal balance of the COLAs on a
cumulative, non-compounded basis, of which 6% per annum is contingent
("Contingent Base Interest") and payable only to the extent of Net Cash
Flow (Net Cash Flow for any period is generally an amount equal to 90% of
the Company's net cash revenues, proceeds and receipts after payment of
cash expenditures, including the Qualified Allowance (as defined) other
than federal and state income taxes and after the establishment by the
Company of reserves) or Maturity Market Value (as defined below). The
Company has not generated a sufficient level of Net Cash Flow to pay
Contingent Base Interest on the COLAs from 1990 through the current date.
Approximately $106,407 of the $114,031 cumulative deficiency of Contingent
Base Interest related to the period from August 31, 1989 (Final Issuance
Date) through June 30, 1998 has not been accrued in the accompanying
consolidated financial statements as the Company believes that it is not
probable at this time that a sufficient level of Net Cash Flow will be
generated in the future or that there will be sufficient Maturity Market
Value (as defined below) as of December 31, 2008 (the COLA maturity date)
to pay such unaccrued Contingent Base Interest. The following table is a
summary of Mandatory Base Interest and Contingent Base Interest for the six
months ended June 30, 1998 and the year ended December 31, 1997:
1998 1997
-------- --------
Mandatory Base Interest paid . . . . . $ 4,414 8,828
Contingent Base Interest paid. . . . . -- --
Cumulative deficiency of Contingent
Base Interest at end of period . . . $114,031 107,411
Net Cash Flow was $0 for 1997 and is expected to be $0 for 1998.
In each calendar year, principal reductions may be made from remaining
Net Cash Flow, if any, in excess of all current and unpaid deferred
Contingent Base Interest and will be made at the election of the Company
(subject to certain restrictions). The COLAs will bear additional
contingent interest in any year, after any principal reduction, equal to
55% of remaining Net Cash Flow. Upon maturity, holders of COLAs will be
entitled to receive the remaining outstanding principal balance of the
COLAs plus unpaid Mandatory Base Interest (4%) plus additional interest
equal to the unpaid Contingent Base Interest, to the extent of the Maturity
Market Value (Maturity Market Value generally means 90% of the excess of
the Fair Market Value (as defined) of the Company's assets at maturity over
its liabilities (including Qualified Allowance, but only to the extent
earned and payable from Net Cash Flow generated through maturity) at
maturity, which liabilities have been incurred in connection with its
operations), plus 55% of the remaining Maturity Market Value.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
On March 14, 1989, Amfac/JMB Finance, Inc. ("AJF"), a wholly-owned
subsidiary of Northbrook, and the Company entered into an agreement (the
"Repurchase Agreement") concerning AJF's obligations to repurchase, on June
1, 1995 and 1999, the COLAs upon request of the holders thereof. The COLAs
were issued in two units consisting of one Class A and one Class B COLA.
As specified in the Repurchase Agreement, the repurchase of the Class A
COLAs may have been requested by the holders of such COLAs on June 1, 1995
at a price equal to the original principal amount of such COLAs ($.5) minus
all payments of principal and interest allocated to such COLAs. The
cumulative interest paid per Class A COLA through June 1, 1995 was $.135.
The repurchase of the Class B COLAs may be requested of AJF by the holders
of such COLAs on June 1, 1999 at a price equal to 125% of the original
principal amount of such COLAs ($.5) minus all payments of principal and
interest allocated to such COLAs. Although there can be no assurances that
any or all of these plans will be successfully completed, the Company is
optimistic that the funds necessary to meet the repurchase obligations will
be raised if these plans are completed. Failure to meet the repurchase
obligations could lead to a claim against AJF and, in turn, Northbrook. As
of June 30, 1998, the cumulative interest paid per Class A and Class B COLA
was approximately $.195 and $.195, respectively.
On March 14, 1989, Northbrook entered into a keep-well agreement with
AJF, whereby it agreed to contribute sufficient capital or make loans to
AJF to enable AJF to meet its COLA repurchase obligations described above.
Notwithstanding AJF's repurchase obligations, the Company may elect to
redeem any COLAs requested to be repurchased at the specified price.
On March 15, 1995, pursuant to the indenture that governs the terms of
the COLAs (the "Indenture"), the Company elected to offer to redeem (the
"Redemption Offer") all Class A COLAs from the registered holders at the
same price as would be required of Finance under the Repurchase Agreement,
thereby eliminating Finance's obligation to satisfy the Class A COLA
repurchase options requested by such holders as of June 1, 1995. Pursuant
to the Redemption Offer, and in accordance with the terms of the Indenture,
the Company was therefore obligated to purchase any and all Class A COLAs
submitted pursuant to the Redemption Offer at a price of $.365 per Class A
COLA. In conjunction with the Company's Redemption Offer, the Company made
a tender offer (the "Tender Offer") to purchase up to approximately $68,000
principal value of the Class B COLAs at a price of $.220 per Class B COLA
from COLA holders electing to have their Class A COLAs repurchased.
Approximately 229,000 Class A COLAs were submitted for repurchase
pursuant to the Redemption Offer and approximately 99,000 Class B COLAs
were submitted for repurchase pursuant to the Tender Offer, requiring an
aggregate payment by the Company of approximately $105,450 on June 1, 1995.
The Company used its available cash to purchase Class B COLAs pursuant to
the Tender Offer and borrowed $52,000 from Northbrook to purchase Class A
COLAs pursuant to the Redemption Offer. As of June 30, 1998, the Company
had approximately 156,000 Class A COLAs and approximately 286,000 Class B
COLAs outstanding, with a principal balance of approximately $78,000 and
$143,000, respectively.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
As a result of the COLA repurchases in 1995, the Company retired
approximately $164,045 in face value of COLA debt and recognized a
financial statement gain in 1995 of approximately $32,544 (net of income
taxes of $20,807, the write-off of deferred financing costs of $10,015, the
write-off of accrued Contingent Base Interest of $5,667 and expenses of
$894). Such gain was treated as cancellation of indebtedness income for tax
purposes and, accordingly, the income taxes related to the Class A
Redemption Offer (approximately $9,106) were not indemnified by the tax
agreement with Northbrook (see note 1).
On January 30, 1998, Amfac Finance Limited Partnership ("Amfac
Finance"), an Illinois limited partnership and an affiliate of the Company
extended a Tender Offer to Purchase (the "Tender Offer") up to
approximately $65,421 Principal amount of Separately Certificated Class B
COLAs ("Separate Class B COLAs") for cash at a unit price of $.375 to be
paid by Amfac Finance on each Separate Class B COLA on or about March 24,
1998. The maximum cash to be paid under the Tender Offer was approximately
$49,066 (130,842 Separate Class B COLAs at a unit price of $.375 for each
separate Class B COLA). Approximately 62,857 Separate Class B COLAs were
submitted to Amfac Finance for repurchase pursuant to the Tender Offer
requiring an aggregate payment by Amfac Finance of approximately $23,571 on
March 31, 1998. The Tender Offer did not reduce the outstanding
indebtedness of the Company. The Separate Class B COLAs purchased by Amfac
Finance pursuant to Tender Offer remain outstanding pursuant to the terms
of the Indenture that governs the terms of the COLAs (the "Indenture").
Except as provided in the last sentence of this paragraph, Amfac Finance
will be entitled to the same rights and benefits of any other holder of
Separate Class B COLAs, including having the ability to have AJF to
repurchase on June 1, 1999, the Separate Class B COLAs that it owns. Amfac
Finance has not yet determined whether it will require AJF to so repurchase
the Separate Class B COLAs which it will own on such date. Since Amfac
Finance is an affiliate of the Company, Amfac Finance will not be able to
participate in determining whether the holders of the required principal
amount of debt under the Indenture have concurred in any direction, waiver
or consent under the terms of the Indenture.
As a result of the Tender Offer, the Company recognized $7,850 of
taxable gain in accordance with income tax regulations for certain
transactions with affiliates. Such gain is treated as cancellation of
indebtedness income for income tax purposes only, and accordingly, the
income taxes related to the Tender Offer (approximately $3,062) will be
indemnified by Northbrook through the tax agreement (note 1).
The terms of the Indenture relating to the COLAs place certain
restrictions on the Company's declaration and payment of dividends. Such
restrictions generally relate to the source, timing and amounts that may be
declared and/or paid. The COLAs also impose certain restrictions on, among
other things, the creation of additional indebtedness for certain purposes,
the Company's ability to consolidate or merge with or into other entities,
and the Company's transactions with affiliates.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(4) LONG-TERM DEBT
In June 1991, the Company obtained a five-year $66,000 nonrecourse
loan from the Employees' Retirement System of the State of Hawaii ("ERS").
The loan is secured by a first mortgage on the two Kaanapali Golf Courses,
and is considered "Senior Indebtedness" (as defined in the Indenture
relating to the COLAs). The loan bore interest at a rate per annum equal
to the greater of (i) the base interest rate announced by the Bank of
Hawaii on the first of July for each year or (ii) ten percent per annum
through June 30, 1993 and nine percent per annum thereafter. The annual
interest payments were in excess of the cash flow generated by the
Kaanapali Golf Courses.
In April 1996, the Company reached an agreement to amend the loan with
the ERS, extending the maturity date for five years. In exchange for the
loan extension, the ERS received the right to participate in the "Net
Disposition Proceeds" (as defined) related to the sale or refinancing of
the golf courses or at the maturity of the loan. The ERS share of the Net
Disposition Proceeds increases from 30% through June 30, 1997, to 40% for
the period from July 1, 1997 to June 30, 1999 and to 50% thereafter. The
loan amendment effectively adjusted the interest rate as of January 1, 1995
to 9.5% until June 30, 1996. After June 30, 1996, the loan bears interest
at a rate per annum equal to 8.73%. The loan amendment requires the
Company to pay interest at the rate of 7% for the period from January 1,
1995 to June 30, 1996, 7.5% from July 1, 1996 to June 30, 1997, 7.75% from
July 1, 1997 to June 30, 1998 and 8.5% thereafter ("Minimum Interest"). The
Company made payments through June 30, 1998 and 1997 totaling $2,536 and
$2,465, respectively, which represents the Minimum Interest due. Accrued
Minimum Interest as of June 30, 1998 was $1,275. The scheduled Minimum
Interest payments are paid quarterly on the principal balance of the
$66,000 loan. The difference between the accrued interest expense and the
Minimum Interest payment accrues interest and is payable on an annual basis
from excess cash flow, if any, generated from the Kaanapali Golf Courses.
The accrued interest payable from excess cash flow was $4,697 as of
June 30, 1998. Although the outstanding loan balance remains nonrecourse,
certain payments and obligations, such as the Minimum Interest payments and
the ERS's share of appreciation, if any, are recourse to the Company.
However, the Company's obligations to make future Minimum Interest payments
and to pay the ERS a share of appreciation would be terminated if the
Company tendered an executed deed to the golf course property to the ERS in
accordance with the terms of the amendment.
In January 1993, The Lihue Plantation Company, Limited ("Lihue")
obtained a ten-year $13,250 loan used to fund the acquisition of Lihue's
power generation equipment. The $13,250 loan, constituting "Senior
Indebtedness" under the COLAs' Indenture, consists of two ten-year
amortizing term loans of $10,000 and $3,250, respectively, payable in forty
consecutive installments commencing July 1, 1993 in the principal amount of
$250 and $81, respectively (plus interest). The remaining balance of the
$3,250 loan was fully repaid in January 1997. The $10,000 loan has an
outstanding balance of $4,112 as of June 30, 1998 and bears interest at a
rate equal to prime rate (8.5% at June 30, 1998) plus three and one half
percent. Lihue has purchased an interest rate agreement which protects
against fluctuations in interest rates and effectively caps the prime rate
at eight percent for the first seven years of the loan agreement. The loan
is secured by the Lihue power generation equipment, sugar inventories and
receivables, certain other assets and real property of the Company and has
limited recourse to the Company and certain other subsidiaries.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned
subsidiary of the Company that owns and operates the Waikele Golf Course,
obtained a five year $20,000 loan facility from two lenders. The loan
consisted of two $10,000 amortizing loans. Each loan bore interest only
for the first two years and interest and principal payments based upon an
assumed 20 year amortization period for the remaining three years. The
loans bore interest at prime plus 1/2% and LIBOR (5.660% at June 30, 1998)
plus 3%, respectively. In February 1997, WGCI entered into an amended and
restated loan agreement with the Bank of Hawaii, whereby the outstanding
principal amount of the loan was increased to $25,000, the maturity date
was extended to February 2007, the interest rate was changed to LIBOR plus
2% until the fifth anniversary and LIBOR plus 2.5% thereafter and principal
is to be repaid based on a 30-year amortization schedule. The loan is
secured by WGCI's assets (the golf course and related improvements and
equipment), is guaranteed by the Company, and is considered "Senior
Indebtedness" (as defined in the Indenture relating to the COLAs). As of
June 30, 1998, the outstanding principal balance was $24,669, with
scheduled remaining annual principal maturities of $122 in 1998, $248 in
1999 through 2006 and the balance of $22,563 in 2007.
In December 1996, Amfac Property Development Corp., a wholly-owned
subsidiary of the Company, obtained a $10,000 loan facility from a Hawaii
bank. The loan is secured by a mortgage on property under development at
the mill-site of Oahu Sugar (the sugar plantation was closed in 1995), and
is considered "Senior Indebtedness" (as defined in the Indenture relating
to the COLAs). The loan bears interest at the bank's base rate (8.5% at
June 30, 1998) plus .5% and matures on December 1, 1998.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(5) SEGMENT INFORMATION
Agriculture and Property comprise separate industry segments of the
Company. Operating Income-Other consists primarily of unallocated overhead
expenses and Total Assets-Other consists primarily of cash and deferred
expenses. Total assets at the balance sheet dates and capital
expenditures, operating income (loss) and depreciation and amortization
during the six months ended June 30, 1998 and 1997 are set forth below by
each industry segment:
June 30, December 31,
1998 1997
-------- ------------
Total Assets:
Agriculture. . . . . . . . . . . . . . . $219,982 222,693
Property . . . . . . . . . . . . . . . . 226,682 222,745
Other. . . . . . . . . . . . . . . . . . 22,931 18,807
-------- --------
$469,595 464,245
======== ========
Six Months Ended
June 30,
------------------------
1998 1997
-------- --------
Capital Expenditures:
Agriculture. . . . . . . . . . . . . . . $ 943 906
Property . . . . . . . . . . . . . . . . 378 1,500
-------- --------
$ 1,321 2,406
======== ========
Operating income (loss):
Agriculture. . . . . . . . . . . . . . . $ (2,431) (1,408)
Property . . . . . . . . . . . . . . . . (1,040) (1,829)
Other. . . . . . . . . . . . . . . . . . (1,178) (2,173)
-------- --------
$ (4,649) (5,410)
======== ========
Depreciation and amortization:
Agriculture. . . . . . . . . . . . . . . $ 2,222 1,961
Property . . . . . . . . . . . . . . . . 1,040 1,066
Other. . . . . . . . . . . . . . . . . . 4 22
-------- --------
$ 3,266 3,049
======== ========
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(6) TRANSACTIONS WITH AFFILIATES
With respect to any calendar year, JMB Realty Corporation ("JMB"), an
affiliate of the Company, or its affiliates may receive a Qualified
Allowance in an amount equal to: (i) approximately $6,200 during each of
the calendar years 1989 through 1993, and (ii) thereafter, 1-1/2% per annum
of the Fair Market Value (as defined) of the gross assets of the Company
and its subsidiaries (other than cash and cash equivalents and Excluded
Assets (as defined)) for providing certain advisory services for the
Company. The aforementioned advisory services, which are provided pursuant
to a 30-year Services Agreement entered into between the Company, certain
of its subsidiaries and JMB in November 1988, include making
recommendations in the following areas: (i) the construction and
development of real property; (ii) land use and zoning changes; (iii) the
timing and pricing of properties to be sold; (iv) the timing, type and
amount of financing to be incurred; (v) the agricultural business; and,
(vi) the uses (agricultural, residential, recreational or commercial) for
the land. However, the Qualified Allowance shall be earned and paid for
each year prior to maturity of the COLAs only if the Company generates
sufficient Net Cash Flow to pay Base Interest to the holders of the COLAs
for such year of an amount equal to 8% of the average outstanding principal
balance of the COLAs for such year; any portion of the Qualified Allowance
not paid for any year shall cumulate without interest and JMB or its
affiliates shall be paid such amount with respect to any succeeding year,
after the payment of all Contingent Base Interest for such year, to the
extent of 100% of remaining Net Cash Flow until an amount equal to 20% of
the Base Interest with respect to such year has been paid, and thereafter,
to the extent of the product of (a) remaining Net Cash Flow, multiplied by
(b) a fraction, the numerator of which is the cumulative deficiency as of
the end of such year in the Qualified Allowance and the denominator of
which is the sum of the cumulative deficiencies as of the end of such year
in the Qualified Allowance and Base Interest. A Qualified Allowance for
1989 of approximately $6,200 was paid on February 28, 1990. Approximately
$64,489 of Qualified Allowance related to the period from January 1, 1991
through December 31, 1997 has not been earned and paid, and is payable only
from future Net Cash Flow. Accordingly, because the Company does not
believe it is probable at this time that a sufficient level of Net Cash
Flow will be generated in the future to pay Qualified Allowance, the
Company has not accrued for any Qualified Allowance in the accompanying
consolidated financial statements. JMB has informed the Company that no
incremental costs or expenses have been incurred relating to the provision
of these advisory services. The Company believes that using an incremental
cost methodology is reasonable. The following table is a summary of the
Qualified Allowance for the year ended December 31, 1997:
1997
--------
Qualified Allowance calculated . . . . . $ 10,082
Qualified Allowance paid . . . . . . . . --
Cumulative deficiency of Qualified
Allowance at end of year. . . . . . . . $ 64,489
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
The Qualified Allowance for 1998, which will not be calculated until
the year is completed, is not expected to be paid. Net Cash Flow was $0 for
1997 and is expected to be $0 for 1998.
After the maturity date of the COLAs, JMB will continue to provide
advisory services pursuant to the Services Agreement, the Qualified
Allowance for such years will continue to be 1-1/2% per annum of the Fair
Market Value of the gross assets of the Company and its subsidiaries and
the Qualified Allowance will continue to be payable from the Company's Net
Cash Flow. Upon the termination of the Services Agreement, if there has
not been sufficient Net Cash Flow to pay the cumulative deficiency in the
Qualified Allowance, if any, such amount would not be due or payable to
JMB.
The Company, its subsidiaries, and their joint ventures reimburse
Northbrook, JMB and their affiliates for direct expenses incurred on their
behalf, including salaries and salary-related expenses incurred in
connection with the management of the Company's or its subsidiaries' and
the joint ventures' operations. The total of such costs was approximately
$330 for the six months ended June 30, 1998 and approximately $326 for the
six months ended June 30, 1997. As of June 30, 1998, the amount due
Northbrook totaled $988 related to these costs. In addition, as of June
30, 1998, the current portion of amounts due to affiliates includes $9,106
of income tax payable related to the Class A COLA Redemption Offer (see
note 3). Also, the Company pays a non-accountable reimbursement of
approximately $30 per month to JMB or its affiliates in respect of general
overhead expense, all of which was paid as of June 30, 1998.
JMB Insurance Agency, Inc. earns insurance brokerage commissions in
connection with providing the placement of insurance coverage for certain
of the properties and operations of the Company. Such commissions are
comparable to those available to the Company in similar dealings with
unaffiliated third parties. The total of such commissions for the six
months ended June 30, 1997 was approximately $599 and approximately $571
for the six months ended June 30, 1998, all of which was paid as of June
30, 1998.
Northbrook and its affiliates allocate certain charges for services to
the Company based upon the estimated level of services. Such charges
totaled $433 and $715 for the six months ended June 30, 1998 and June 30,
1997, respectively. The affiliated charges for the six months ended
June 30, 1998 were offset by $4 of charges for services provided by the
Company for Northbrook. As of June 30, 1998, on a net basis, the amount
due Northbrook totaled approximately $1,382 related to these services.
These services and costs are intended to reflect the Company's separate
costs of doing business and are principally related to the inclusion of the
Company's employees in the Northbrook pension plan, payment of severance
and termination benefits and reimbursement for insurance claims paid on
behalf of the Company. All amounts described above, deferred or currently
payable, do not bear interest and are expected to be paid in future
periods.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
In February 1997 the affiliate loans (see Note 2), along with certain
other amounts due Northbrook, were converted into a new $104,759 ten-year
note payable. The new note is payable interest only and accrues interest at
the prime rate plus 2%. The Company borrowed an additional $16,628 during
1997 and $20,414 during the six months ended June 30, 1998 to fund COLA
Mandatory Base Interest payments and other operational needs from a
subsidiary of Northbrook under a separate note which is payable interest
only and accrues at the prime rate plus 2%. In connection with such
affiliated loans, the Company incurred interest expense of approximately
$5,443 for the six months ended June 30, 1997 and approximately $7,221 for
the six months ended June 30, 1998. The total amount due Northbrook and its
subsidiary as of June 30, 1998 was $152,925, which includes accrued
interest of $1,997. Pursuant to the Indenture relating to the COLAs, the
amounts borrowed from Northbrook are considered "Senior Indebtedness" to
the COLAs.
(7) EMPLOYEE BENEFIT PLANS
The Company participates in benefit plans covering substantially all
of its employees, which provide benefits based primarily on length of
service and compensation levels. These plans are administered by
Northbrook in conjunction with other plans providing benefits to employees
of Northbrook and its affiliates.
(8) COMMITMENTS AND CONTINGENCIES
The Company is involved in various matters of litigation and other
claims. Management, after consultation with legal counsel, is of the
opinion that the Company's liability (if any), when ultimately determined,
will not have a material adverse effect on the Company's financial
position.
The Company's Property segment had contractual commitments (related to
project costs) of approximately $3,300 as of June 30, 1998. Additional
development expenditures are dependent upon the Company's ability to obtain
financing for such costs and on the timing and extent of property
development and sales.
As of June 30, 1998, certain portions of the Company's land not
currently under development or used in sugar operations are mortgaged as
security for approximately $6,235 of performance bonds related to property
development.
<PAGE>
AMFAC/JMB HAWAII, L.L.C.
Notes to Consolidated Financial Statements - Continued
(Dollars in Thousands)
(9) INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 are as follows:
Deferred tax (assets):
Postretirement benefits. . . . . . . . . . . . . . . $ (21,206)
Interest accruals. . . . . . . . . . . . . . . . . . (3,021)
Other accruals . . . . . . . . . . . . . . . . . . . (3,274)
---------
Total gross deferred tax assets. . . . . . (27,501)
---------
Deferred tax liabilities:
Accounts receivable, related to profit on
sales of sugar . . . . . . . . . . . . . . . . . . 3,960
Inventories, principally due to sugar production
costs, capitalized costs, capitalized interest
and purchase accounting adjustments . . . . . . . (1,422)
Plant and equipment, principally due to
depreciation and purchase accounting
adjustments. . . . . . . . . . . . . . . . . . . . 8,759
Land and land improvements, principally
due to purchase accounting adjustments . . . . . . 84,004
Deferred gains, due to installment sales
for income tax purposes. . . . . . . . . . . . . . 7,456
Investments in unconsolidated entities,
principally due to purchase accounting
adjustments. . . . . . . . . . . . . . . . . . . . 13,220
---------
Total deferred tax liabilities . . . . . . 115,977
---------
Net deferred tax liability . . . . . . . . $ 88,476
=========
(10) ADJUSTMENTS
In the opinion of the Company, all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation have been
made to the accompanying figures as of June 30, 1998 and for the six months
ended June 30, 1998 and 1997.
<PAGE>
AMFAC/JMB FINANCE, INC.
Balance Sheets
June 30, 1998 and December 31, 1997
(Dollars in thousands, except per share information)
(Unaudited)
A s s e t s
-----------
March 31, December 31,
1998 1997
--------- ------------
Cash . . . . . . . . . . . . . . . . . $ 1 1
======== ========
L i a b i l i t y a n d S t o c k h o l d e r ' s E q u i t y
-------------------------------------------------------------------
Repurchase obligation (note 2)
Common stock, $1 par value;
authorized, issued and
outstanding - 1,000 shares . . . . . $ 1 1
========= ========
The accompanying notes are an integral part of these balance sheets.
<PAGE>
AMFAC/JMB FINANCE, INC.
Notes to the Balance Sheets
(Unaudited)
(Dollars in Thousands)
(1) ORGANIZATION AND ACCOUNTING POLICY
Amfac/JMB Finance, Inc. ("AJF") was incorporated November 7, 1988 in
the State of Illinois. AJF has had no financial operations. All of the
outstanding shares of AJF are owned by Northbrook Corporation
("Northbrook").
(2) KEEP-WELL AGREEMENT
On March 14, 1989, Northbrook entered into a keep-well agreement with
AJF, whereby it agreed to contribute sufficient capital or make loans to
AJF to enable AJF to meet the COLA repurchase obligations described below
in note 3.
On March 15, 1995, pursuant to the indenture that governs the terms of
the COLAs (the "Indenture"), Amfac/JMB Hawaii, L.L.C. elected to exercise
its right to redeem, and therefore was obligated to purchase, any and all
Class A COLAs submitted pursuant to the June 1, 1995 Redemption Offer at a
price of $.365 per Class A COLA. Pursuant to Amfac/JMB Hawaii, L.L.C.'s
election to redeem the Class A COLAs for repurchase, Amfac/JMB Hawaii,
L.L.C. assumed AJF's maximum amount of its liability from the June 1, 1995
COLA repurchase obligation of $140,425.
(3) REPURCHASE OBLIGATION
On March 14, 1989, AJF and a subsidiary of Northbrook (Amfac/JMB
Hawaii, L.L.C.) entered into an agreement (the "Repurchase Agreement")
concerning AJF's obligation (on June 1, 1995 and 1999) to repurchase, upon
request of the holders thereof, the Certificate of Land Appreciation Notes
due 2008 ("COLAs"), to be issued by Amfac/JMB Hawaii, L.L.C. in conjunction
with the acquisition of Amfac/JMB Hawaii, L.L.C. A total aggregate
principal amount of $384,737 of COLAs were issued during the offering,
which terminated on August 31, 1989. The COLAs were issued in two units
consisting of one Class A and one Class B COLA. As specified in the
Repurchase Agreement, the repurchase of the Class A COLAs may have been
requested of AJF by the holders of such COLAs on June 1, 1995 at a price
equal to the original principal amount of such COLAs ($.500) minus all
payments of principal and interest allocated to such COLAs. The cumulative
interest paid per Class A COLA through June 1, 1995 was $.135. The
repurchase of the Class B COLAs may be requested of AJF by the holders of
such COLAs on June 1, 1999 at a price equal to 125% of the original
principal amount of such COLAs ($.500) minus all payments of principal and
interest allocated to such COLAs. Northbrook Corporation, the ultimate
parent of the Company, is currently implementing plans intended to generate
sufficient funds to meet the maximum potential repurchase obligation.
Although there can be no assurances that any or all of these plans will be
successfully completed, the Company is optimistic that the funds necessary
to meet the repurchase obligations will be raised if these plans are
completed. Failure to meet the repurchase obligation could lead to a claim
against Finance and, in turn, Northbrook. To date, the cumulative interest
paid per Class A and Class B COLA is approximately $.195 and $.195,
respectively.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
A significant portion of the Company's cash needs result from the
nature of the real estate development business, which requires a
substantial investment in preparing development plans, seeking land
urbanization and other governmental approvals and completing infrastructure
improvements prior to sale. Additionally, the Company's sugar operations
incur a large cash deficit during the first half of the year ranging from
$10 to $20 million. This seasonal cash need is due to the sugar
plantation's operating costs being incurred fairly ratably during the year,
while most of the revenues are received between May and December concurrent
with raw sugar deliveries to C&H. In addition to seasonal cash needs, in
many years cash flow from sugar operations has been negative requiring a
net cash investment to fund the operating deficits and any capital costs.
Other significant cash needs include overhead expenses, debt service and
the obligation to repurchase Class B COLAs on June 1, 1999.
The Company believes that additional borrowings from Northbrook
Corporation ("Northbrook") will be necessary to meet its short-term and
long-term liquidity needs. Northbrook has made such borrowings available to
the Company in the past and intends to make such borrowings available, at
least in the short-term. However, there is no assurance that Northbrook
will have sufficient funds, or that Northbrook will continue to make such
funds available to the Company.
In recent years, the Company has funded its cash requirements
primarily through the use of long-term financings, borrowings from
Northbrook and revenues generated from the development and sale of its
properties. Significant short-term cash requirements relate to the funding
of agricultural deficits, interest expenses, costs to process the SMA
permit for North Beach, development costs on Oahu and Maui and overhead
expenses. At June 30, 1998, the Company had cash and cash equivalents of
approximately $13.4 million. The Company intends to use its cash reserves,
land sales proceeds and proceeds from new financings or joint venture
arrangements to meet its short-term liquidity requirements. However, there
can be no assurance that new financings can be obtained or property sales
consummated. The Company's land holdings on Maui and Kauai are its primary
sources of future land sale revenues. However, due to current market
conditions, the difficulty in obtaining land use approvals and the high
development costs of required infrastructure, the Company does not believe
that it will be able to generate significant amounts of cash in the short-
term from the development of these lands. As a result, the Company is
marketing for sale certain unentitled agricultural and conservation
parcels.
The Company has placed a relatively large portion of its land holdings
on the market to generate cash to finance the Company's operations, to meet
debt service requirements and to raise cash should the holders exercise
their right to sell back to the Company their Class B COLAs on June 1,
1999. The Company has approximately 740 acres of land listed for sale on
Maui, approximately 2,000 acres on Kauai and 700 acres on the Big Island of
Hawaii. These lands consist primarily of unentitled, agricultural and
conservation parcels. Significant interest has been expressed in many of
these parcels and some are under contract for sale for aggregate sales
prices exceeding $19 million. However, these contracts often have due
diligence investigation periods which allow the purchasers to terminate the
agreements. It is difficult to predict how successful the Company will be
in selling these lands at acceptable prices. Although the lands currently
for sale represent a large portion of the Company's overall land portfolio,
these properties were not planned for development during the next 15 to 20
years. Therefore, their possible sale is not expected to result in a
material impact on the Company's real estate development operations for at
least the next ten years.
<PAGE>
During the first six months of 1998, the Company generated
approximately $21 million of land sales of which $16 million came from the
sale of the 6,700 acre Kealia parcel. The Company has received $5.5
million in cash at closing from the sale of the Kealia parcel; the
remaining $10.5 million is payable (pursuant to the terms of a first
mortgage note) in three equal installments due in late 1998 and early 1999.
During all of 1997, the Company generated approximately $21.2 million of
land sales, of which $4.8 million came from land related to Kaanapali Golf
Estates on Maui, $5.2 million from the four remaining oceanfront
residential lots at Kai Ala Place on Maui and $7.4 million was from the
sale of unentitled, agricultural and conservation land parcels on Kauai and
the Big Island of Hawaii.
The Company continues to implement certain cost savings measures and
to defer certain development costs and capital expenditures for longer-term
projects. The Company's Property segment expended approximately $10.1
million in project costs during 1997 and anticipates expending
approximately $11.1 million in project costs during 1998. As of June 30,
1998, contractual commitments related to project costs totaled
approximately $3.3 million.
In early March 1997, the Company restructured its operations into the
following six separate operating divisions: Sugar, Golf, Coffee, Water,
Land Management and Real Estate Development. The Company also formed a
corporate services division to provide accounting, MIS, human resources,
tax and other administrative services for the six operating groups. The
Company believes it will operate more effectively as several smaller
entrepreneurial-minded divisions. Approximately four percent(4%) of the
Company's total employees were released as part of the restructuring, which
has resulted in annual payroll savings of approximately $1.1 million. The
Company incurred termination costs of approximately $0.6 million related to
the restructuring during the first quarter of 1997. At December 31, 1997,
the Company and its subsidiaries employed 845 persons.
In February 1998, the Company announced the relocation of the
headquarters for its real estate development division from Honolulu to
Kaanapali, Maui. Due to poor market conditions on Kauai and a shortage of
land inventory on Oahu, the focus of the Company's land development
operations is expected to be on Maui. In connection with the office re-
location, four executives and one administrative person resigned their
positions with the Company. The Company is currently organizing a
management team for the Maui development office, which will be smaller in
number than the staff was on Oahu. At the request of the Company, two of
the resigning executives have agreed to assist with the move and transition
of the headquarters to Maui. These changes are expected to result in one-
time termination and relocation costs of $.5 million during 1998. Annual
recurring cost savings are expected to be approximately $.7 million from
lower compensation, rent and other employee-related costs.
The sugar industry in Hawaii has experienced significant difficulties
for a number of years. Growers in Hawaii have long struggled with high
costs of production, which have led to the closure of many plantations,
including Oahu Sugar Company. Transportation costs of raw sugar to the C&H
refinery are also significant. During 1996 and 1997, the Company conducted
a series of meetings and discussions aimed at developing a plan to return
its sugar operations on Kauai to profitability. Participants in this
process included rank-and-file workers, supervisors, union officials and
Company management. The plan developed by this group was named "Imua,"
which is the Hawaiian word meaning "to move forward." Imua included
significant changes in how the Company's plantations would be operated and
how employees would be compensated. Imua was the subject of formal
negotiations with the union in late 1997 and early 1998. These negotiations
were recently completed and the union leadership supported the Imua plan.
However, in February 1998, Imua failed by a large margin in a ratification
vote by the union membership at the Kauai plantations.
<PAGE>
The contract covering employees at the Kauai and Maui plantations
expired on January 31, 1998 and was extended on a day-to-day basis. The
extension agreements which covered 88% of the Kauai plantation workers and
70% of the Maui plantation employees, had a provision which allowed either
party to cancel the extension upon three days' notice.
In early April 1998, the Company sent the union a new proposal, which was
different from Imua but still contained substantial wage and other
concessions which were critical to the survival of the Company's sugar
plantations. After lengthy negotiations with the union, the union
membership at the Kauai plantation ratified a two year contract which
included a 10% reduction in wages for one year as well as other
concessions. The union membership at Pioneer Mill ratified a three year
contract which included a 9% reduction in wages for one year as well as
other concessions. Although the concessions will have a meaningful,
positive impact on current operations, they do not provide the type of
structural changes necessary to provide for long-term profitability and a
secure future for the Company's sugar operations. Currently, the Company
is proceeding with the 1998 harvest campaign. Decisions regarding the
future of sugar will be made on a year-to-year basis in light of operating
results and forecasts for the upcoming year.
Changes in the price of raw sugar impact the level of agricultural
deficits, and as a result the annual cash needs of the Company. Although
government legislation is currently in place (through 2002) that sets a
target price range for raw sugar, it is possible that such legislation
could be amended or repealed resulting in a reduction in the price of raw
sugar. Such a reduction could cause the Company to evaluate the shutdown
of its sugar plantations.
Company management cannot accurately predict the actual cost of a
potential shutdown as there are a significant number of factors that would
impact the actual cost including the exact timing of the shutdown,
potential environmental issues, the market and pricing for the sale of the
plantation's field and mill equipment and employee termination costs which
are subject to negotiation with the union. Other significant unknowns
relate to the costs associated with terminating the power sale agreements
with the local utility companies.
If the Company's sugar production decreases, the Company's water needs
will also decrease. Subject to significant regulatory restrictions, excess
water may be used for other purposes and the Company is exploring
alternative uses for such water. Waiahole Irrigation Company, Limited
("WIC") is a wholly-owned subsidiary of the Company and owns and operates a
water collection and transmission system commonly referred to as the
"Waiahole Ditch" (a series of tunnels and ditches constructed in the early
1900's). The Waiahole Ditch has the capacity to transport approximately 27
million gallons of water per day from the windward part of Oahu to the
central Oahu plain leeward of the Ko'olau mountain range. This water was
used by the Company's Oahu Sugar operations from the early 1900s until
1995, when the plantation was closed.
After the closure of Oahu Sugar, WIC negotiated a collective agreement
with several farms and golf courses (the "Users") to deliver irrigation
water to them for a fee. However, to consummate these agreements, water
permits (the "Water Permits") were applied for from the State of Hawaii
Water Commission (the "Water Commission"). The Water Commission issued a
final decision in December 1997 relating to the Water Permits which allowed
only about one-half of the capacity of the Waiahole Ditch to be transported
through the system. The continued operation of the Waiahole Ditch and
receipt of the delivery fees (from the agreement with the Users) were
predicated upon an allocation (from the Water Commission) at or near the
capacity of the Waiahole Ditch. When the lower allocation was received,
WIC terminated the agreement with the Users. Currently, water is delivered
to the Users on a month-to-month basis at the fees originally included in
the agreement.
<PAGE>
After several months of discussions with prospective purchasers, the
Company reached an agreement with the State of Hawaii pursuant to which the
State will purchase the stock or substantially all of the assets of WIC for
$8.5 million (which includes 450 acres of conservation land). The purchase
was subject to state legislative approval which was obtained in May 1998.
Closing remains conditional upon other factors. If the sale is not
consummated, WIC will then decide whether to re-negotiate the fee for
delivery of water through the system. Finally, if improvements cannot be
made in either the pricing or volume of Waiahole Ditch water, WIC will
consider reducing or terminating the operations of the Waiahole Ditch.
Such a closure or limitation of the Waiahole Ditch would not have a
material adverse effect on the Company's financial condition or on its
results of operations.
The Company has received a commitment of $1.5 million in federal
funding under the Rural Economic Transition Assistance - Hawaii program.
The Company has identified various new agricultural crops in which these
"matching funds" are to be used by the Company.
During the first six months of 1998, cash increased by $4.3 million
from December 31, 1997. Net cash used in operating activities of $14.0
million and in investing activities of $1.3 million was primarily provided
by $20.4 million of long-term financing proceeds from Northbrook partially
offset by principal loan repayments on long-term debt of approximately $.8
million.
During the first six months of 1998, net cash flow used in operating
activities was $14.0 million, as compared to net cash used in operating
activities of $10.1 during the first six months of 1997. The $3.9 million
increase in cash flow used in operating activities during the first six
months of 1998 as compared to the first six months of 1997 was due
primarily to a $5.2 million increase in receivables related to (i) the sale
of land parcels of Kealia of approximately $10.5 million and (ii) the
reclassification of $1.7 million outstanding on a note receivable from a
prior year land sale from noncurrent to current (discussed below), (iii)
offset in part by a $6.6 million decrease in receivables from HS&TC due in
part to a later start in the harvest season as compared to the prior year.
During the first six months of 1998, net cash flow used in investing
activities was $1.3 million as compared to $6.2 million during the first
six months of 1997. The $4.9 million decrease in net cash used in investing
activities was principally due to a decrease of $2.2 million in other
assets during the first six months of 1998 primarily due to the
reclassification of a note receivable recorded in connection with a prior
year land sale from noncurrent to current. The note which is due in 1999,
has an outstanding balance of approximately $1.7 million and is classified
in current receivables at June 30, 1998. Additionally, during the first
six months of 1998 property additions were $1.3 million as compared to $2.4
million during the first six months of 1997.
During the first six months of 1998, net cash flow provided by
financing activities increased to $19.6 million from $16.7 million during
the first six months of 1997. The $2.9 million increase is due primarily
to (i) an increase in net advances by affiliates totaling $20.4 million
during the first six months of 1998 as compared to $12.2 million during the
first six months of 1997 (see Note 4) offset in part by (ii) $5.0 million
of additional long-term financing primarily related to the loan secured by
the golf course owned by WGCI in the first six months of 1997. These
amounts were also partially offset by $.8 million and $.9 million of
principal loan repayment on long-term debt in the first six months of 1998
and 1997, respectively.
<PAGE>
COLA RELATED OBLIGATIONS. AJF and the Company are parties to the
Repurchase Agreement pursuant to which AJF is obligated to repurchase the
Class B COLAs tendered by the holders thereof on June 1, 1999. Northbrook
agreed pursuant to the Keep-Well Agreement to contribute sufficient
capital or make loans to AJF to enable AJF to meet the COLA repurchase
obligations, if any, described above. Notwithstanding AJF's repurchase
obligations, the Company may elect to redeem any COLAs requested to be
repurchased at the specified price.
Northbrook, the ultimate parent of the Company, is currently
implementing plans intended to generate sufficient funds to meet the
maximum potential repurchase obligation. Although there can be no
assurances that any or all of these plans will be successfully completed,
the Company is optimistic that the funds necessary to meet the repurchase
obligations will be raised if these plans are completed. Failure to meet
the repurchase obligations could lead to a claim against AJF and, in turn,
Northbrook.
The COLAs were issued in units consisting of one Class A COLA and one
Class B COLA. The repurchase of the Class B COLAs on June 1, 1999 may be
required of AJF by the holders of such COLAs at a price equal to 125% of
the original principal amount of such COLAs ($500) minus all payments of
principal and interest allocated to such COLAs. As of December 31, 1997,
the Company had approximately 156,000 Class A COLAs units and approximately
286,000 Class B COLAs units outstanding, with a principal balance of
approximately $78 million and $143 million, respectively. The Company
estimates that assuming only 4% per annum interest payments ("Mandatory
Base Interest") is paid that the redemption price for the Class B COLAs at
June 1, 1999 would be approximately $410 per unit. Therefore, the maximum
potential repurchase obligation would be $117.3 million. At March 31,
1998, the cumulative interest paid per Class A COLA unit and Class B COLA
unit was approximately $195 and $195, respectively.
On January 30, 1998, Amfac Finance Limited Partnership ("Amfac
Finance"), an Illinois limited partnership and an affiliate of the Company
extended a tender offer to purchase (the "Tender Offer") up to $65.4
million principal amount of separately Certificated Class B COLAs
("Separate Class B COLAs") for cash at a unit price of $375 to be paid by
Amfac Finance on each Separate Class B COLA on or about March 24, 1998.
The maximum cash to be paid under the Tender Offer is $49.0 million
(130,842 Separate Class B COLAs at a unit price of $375 each).
Approximately 62,857 Separate Class B COLAs were submitted to Amfac Finance
for repurchase pursuant to the Tender Offer requiring an aggregate payment
by Amfac Finance of approximately $23.6 million on March 31, 1998. The
Tender Offer will not reduce the outstanding indebtedness of the Company.
The Separate Class B COLAs to be purchased by Amfac Finance pursuant to the
Tender Offer will remain outstanding pursuant to the terms of the
Indenture. Except as provided in the last sentence of this paragraph,
Amfac Finance will be entitled to the same rights and benefits of any other
holder of Class B COLAs, including having the right to have AJF repurchase
on June 1, 1999, the separate Class B COLAs that it owns. Amfac Finance
has not yet determined whether it will require AJF to repurchase its
separate Class B COLAs. Because Amfac Finance is an affiliate of the
Company, Amfac Finance will not be able to participate in determining
whether the holders of the required principal amount of debt under the
Indenture have concurred in any direction, waiver or consent under the
terms of the Indenture.
As a result of the Tender Offer, the Company recognized $7.9 million
of taxable gain in accordance with income tax regulations for certain
transactions with affiliates. Such gain is treated as cancellation of
indebtedness income for income tax purposes only, and accordingly, the
income taxes related to the Tender Offer (approximately $3.1 million) will
be indemnified by Northbrook through the tax agreement (note 1).
<PAGE>
Pursuant to the terms of the Indenture relating to the COLAs, the
Company is required to maintain a Value Maintenance Ratio (defined in the
Indenture) of 1.05 to 1.00. Such ratio is equal to the relationship of the
Company's Net Asset Value to the sum of: (i) the outstanding principal
amount of the COLAs, (ii) any unpaid Base Interest, and (iii) the
outstanding principal balance of any Indebtedness incurred to redeem COLAs
(the "COLA Obligation"). Net Asset value represents the excess of the Fair
Market Value (as defined in the Indenture) of the gross assets of the
Company over the liabilities of the Company other than the COLA obligations
and certain other liabilities. The COLA Indenture requires the Company to
obtain independent appraisals of the fair market value of the gross assets
used to calculate the Value Maintenance Ratio as of December 31 in each
even-numbered calendar year.
The Company has received independent appraisals indicating that the
appraised value of substantially all of its gross assets as of December 31,
1996, was approximately $653 million. Based upon the appraisals, the
Company was able to meet the Value Maintenance Ratio as of December 31,
1996. As of December 31, 1997, the Fair Market Value of the gross assets
of the Company is determined by Company management. To the extent that
management believes that the aggregate Fair Market Value of the Company's
assets exceeds by more than 5% the Fair Market Value of such assets
included in the most recent appraisal, the Company must obtain an updated
appraisal supporting such increase. It should be noted that pursuant to the
Indenture the concept of Fair Market Value is intended to represent the
value that an independent arm's-length purchaser, seeking to utilize such
asset for its highest and best use would pay, taking into consideration the
risks and benefits associated with such use or development, current
restrictions on development (including zoning limitations, permitted
densities, environmental restrictions, restrictive covenants, etc.) and the
likelihood of changes to such restrictions; provided, however, that with
respect to any Fair Market Value determination of all of the assets of the
Company, such assets shall not be valued as if sold in bulk to a single
purchaser. Although the Company believes the value of certain of its assets
as of December 31, 1997, may be lower than their value one year earlier,
the Company believes that the values were sufficient to be in compliance
with the Value Maintenance Ratio. There can be no assurance that the
Company will be able to sell its real estate assets for their aggregate
appraised value. Because of the size and diversity of the real estate
holdings of the Company and the uncertainty of the Hawaii real estate
market, it is likely that it would take a considerable period of time for
the Company to sell its assets. In recent years, the Company has sold some
of its real estate for less than their appraised value to meet cash needs.
In addition, the aggregate value of the Company's assets could be
negatively affected by the recent financial difficulties in Southeast Asia
and Japan.
The Company uses the effective interest method and as such interest on
the COLAs is accrued at the Mandatory Base Interest rate (4% per annum).
The Company has not generated a sufficient level of Net Cash Flow to pay
Contingent Base Interest (interest in excess of 4%) on the COLAs (see
Note 3) from 1990 through 1997. Contingent Base Interest through 2008 is
payable only to the extent of Net Cash Flow. Net Cash Flow for any period
is generally an amount equal to 90% of the Company's net cash revenues,
proceeds and receipts after payment of cash expenditures, excluding federal
and state income taxes and after the establishment by the Company of
reserves. At December 31, 2008, Contingent Base Interest may also be
payable to the extent of Maturity Market Value. Maturity Market Value
generally means 90% of the excess of the Fair Market Value of the Company's
assets at maturity over its liabilities (including Qualified Allowance
(described in the next paragraph), but only to the extent earned and
payable from Net Cash Flow generated through maturity) at maturity.
Approximately $106.4 million of the $114.0 million cumulative deficiency of
Contingent Base Interest related to the period from August 31, 1989 (Final
Issuance Date) through June 30, 1998 has not been accrued in the
accompanying consolidated financial statements as the Company believes
that it is not probable at this time that a sufficient level of Net Cash
<PAGE>
Flow will be generated in the future or that there will be sufficient
Maturity Market Value as of December 31, 2008 (the COLA maturity date) to
pay any such unaccrued Contingent Base Interest. The following table is a
summary of Mandatory Base Interest and Contingent Base Interest for the six
months ended and the year ended December 31, 1997 (dollars are in
millions):
1998 1997
-------- --------
Mandatory Base Interest paid . . . . . . . . . $ 4.4 8.8
Contingent Base Interest paid. . . . . . . . . -- --
Cumulative deficiency of Contingent
Base Interest at end of year . . . . . . . . $ 114.0 107.4
Net Cash Flow was $0 for 1997 is expected to be $0 for 1998.
With respect to any calendar year, JMB or its affiliates may receive a
Qualified Allowance in an amount equal to 1.5% per annum of the Fair Market
Value of the gross assets of the Company (other than cash and cash
equivalents and certain other types of assets as provided for in the
Indenture) for providing certain advisory services to the Company. The
aforementioned advisory services, which are provided pursuant to a 30-year
Services Agreement entered into between the Company and JMB Realty
Corporation ("JMB"), an affiliate of the Company, in November 1988, include
making recommendations in the following areas: (i) the construction and
development of real property; (ii) land use and zoning changes; (iii) the
timing and pricing of properties to be sold; (iv) the timing, type and
amount of financing to be incurred; (v) the agricultural business; and (vi)
the uses (agricultural, residential, recreational or commercial) for the
land. However, the Qualified Allowance shall be earned and paid for each
year prior to maturity of the COLAs only if the Company generates
sufficient Net Cash Flow to pay Mandatory and Contingent Base Interest for
such year in an amount equal to 8% . Any portion of the Qualified Allowance
not paid for any year shall cumulate without interest and JMB or its
affiliates shall be paid such deferred amount in succeeding years, only
after the payment of all Contingent Base Interest for such succeeding year
and then, only to the extent that Net Cash Flow exceeds levels specified in
the Indenture.
A Qualified Allowance for 1989 of approximately $6.2 million was paid
on February 28, 1990. Approximately $64.5 million of Qualified Allowance
related to the period from January 1, 1990 through December 31, 1997 has
not been earned and paid, and is payable only to the extent that future Net
Cash Flow is sufficient. Accordingly, because the Company does not believe
it is probable at this time that a sufficient level of Net Cash Flow will
be generated in the future to pay the Qualified Allowance, the Company has
not accrued for any Qualified Allowance payments in the accompanying
consolidated financial statements. JMB has informed the Company that no
incremental costs or expenses have been incurred relating to the provision
of these advisory services. The Company believes that using an incremental
cost methodology is reasonable. The following table is a summary of the
Qualified Allowance for the year ended December 31, 1997 (dollars are in
millions):
1997
--------
Qualified Allowance calculated . . . . . . . . . $ 10.1
Qualified Allowance paid . . . . . . . . . . . . --
Cumulative deficiency of Qualified
Allowance at end of year . . . . . . . . . . . $ 64.5
<PAGE>
After the maturity date of the COLAs, JMB will continue to provide
advisory services pursuant to the Services Agreement, the Qualified
Allowance for such years will continue to be 1.5% per annum of the Fair
Market Value of the gross assets of the Company and its subsidiaries and
the Qualified Allowance will continue to be payable from the Company's Net
Cash Flow. Upon the termination of the Services Agreement, if there has
not been sufficient Net Cash Flow to pay the cumulative deficiency in the
Qualified Allowance, if any, such amount would not be due or payable to
JMB.
Upon maturity, holders of COLAs will be entitled to receive the
remaining outstanding principal balance of the COLAs plus unpaid Mandatory
Base Interest plus additional interest equal to the unpaid Contingent Base
Interest, to the extent of the Maturity Market Value (Maturity Market Value
generally means 90% of the excess of the Fair Market Value (as defined) of
the Company's assets at maturity over its liabilities (including Qualified
Allowance, but only to the extent earned and payable from Net Cash Flow
generated through maturity) at maturity, which liabilities have been
incurred in connection with its operations), plus 55% of the remaining
Maturity Market Value.
RESULTS OF OPERATIONS
GENERAL:
The Company and its subsidiaries report its taxes as a part of the
consolidated tax return for Northbrook. The Company and its subsidiaries
have entered into a tax indemnification agreement with Northbrook, which
indemnifies the Company and its subsidiaries for responsibility for all
past, present and future federal and state income tax liabilities (other
than income taxes which are directly attributable to cancellation of
indebtedness income caused by the repurchase or redemption of securities as
provided for in or contemplated by the Repurchase Agreement).
Current and deferred taxes have been allocated to the Company as if
the Company were a separate taxpayer in accordance with the provisions of
SFAS No. 109 - Accounting for Income Taxes. However, to the extent the tax
indemnification agreement does not require the Company to actually pay
income taxes, current taxes payable or receivable (excluding income taxes
which are directly attributable to cancellation of indebtedness income
caused by the repurchase or redemption of securities as provided for in or
contemplated by the Repurchase Agreement) have been reflected as deemed
contributions to additional paid-in capital or distributions from retained
earnings (deficit) in the accompanying consolidated financial statements.
As such, the deferred income tax liabilities reflected on the Company's
consolidated balance sheet are not expected to result in cash payments by
the Company.
The Company is assessing the modifications or replacement of its
software that may be necessary for its computer systems to function
properly with respect to dates in the year 2000 and thereafter. The
Company does not believe that the cost of either modifying existing
software or converting to new software will have a material adverse impact
on the financial condition of the Company and the Company's management is
taking action to ensure that that the year 2000 issue will not pose
significant operational problems for its computer systems. The Company is
initiating discussions with parties with whom it does business to ensure
that those parties have appropriate plans to remediate year 2000 issues
where their systems impact the Company's operations. There is no assurance
that the systems of those parties will function properly and would not have
an adverse effect on the Company's operations.
Selling, general and administrative costs deceased for the three and
six months ended June 30, 1998 as compared to the three and six months
ended June 30, 1997 due primarily to payroll savings associated with the
Company's restructuring in early 1997.
<PAGE>
Interest expense increased for the three and six months ended June 30,
1998 as compared to the three and six months ended June 30, 1997 due to
additional affiliated financing.
AGRICULTURE SEGMENT:
The Company's Agriculture segment is responsible for activities
related to the cultivation, processing and sale of sugar cane and coffee.
Agriculture's revenues are primarily derived from the Company's sale of its
raw sugar. Reference is made to the "Liquidity and Capital Resources"
section of "Management's Discussion and Analysis of Financial Condition
and Results of Operations" for a discussion of potential uncertainties
regarding the price of raw sugar and the continuation of the Company's
sugar cane operations.
The Company's sugar plantations sell all their raw sugar production to
the Hawaiian Sugar and Transportation Company ("HSTC"), which is an
agricultural cooperative owned by the major Hawaii producers of raw sugar
(including the Company). Pursuant to a long term supply contract, HSTC is
required to sell, and the California and Hawaiian Sugar Company ("C&H") is
required to purchase, all raw sugar produced by the HSTC's cooperative
members. HSTC remits to its cooperative members the remaining proceeds
from its sugar sales after storage, delivery and administrative costs. The
Company recognizes revenues and related cost of sales upon delivery of its
raw sugar by HSTC to C&H.
As part of the Company's agriculture operations, the Company enters
into commodities futures contracts and options in raw sugar as deemed
appropriate to reduce the risk of future price fluctuations. These futures
contracts and options are accounted for as hedges and, accordingly, gains
and losses are deferred and recognized in cost of sales as part of the
production cost.
During the first six months of 1998, agriculture revenues were $3.4
million as compared to $8.3 million in the first six months of 1997.
Agricultural revenues and cost of sales decreased for the three and
six months ended June 30, 1998 as compared to the three and six months
June 30, 1997 due to the decrease in tons produced and to the timing of
sugar production and related sales as a result of the delay of the sugar
harvest season attributable to the timing of the sugar union negotiations
and contract ratification. For the three and six months ended June 30,
1998, the Company sold approximately 7,853 tons of sugar, a 155% decrease
over the same period in 1997. The average price of sugar sold for the six
months ended June 30, 1998 of approximately $353 represents a 1% decrease
over the average price for the six months ended June 30, 1997. The Company
harvested approximately 1,664 and 3,777 acres for the six months ended
June 30, 1998 and 1997, respectively.
The operating loss of $2.4 million in the first six months of 1998 as
compared to the $1.4 million in the first six months of 1997 was due
primarily to higher cost of sales related to coffee operations and the
lower return per ton on sugar sold as discussed above.
PROPERTY SEGMENT:
The Company's Property segment is responsible for land planning and
development activities; obtaining land use, zoning and other governmental
approvals; selling or financing developed and undeveloped land parcels; and
the management and operation of the Company's golf course facilities.
<PAGE>
Revenues increased to $32.9 million during the first six months of
1998 from $19.6 million during the first six months of 1997. Property
revenues include revenues from land sales of approximately $21 million and
$9.4 million for the first six months of 1998 and 1997, respectively, and
revenues from the operations of the three golf courses owned by the Company
of approximately $7.9 million and $8.1 million for the first six months of
1998 and 1997. Land sales included revenues for the six months ended
June 30, 1998 of approximately $16 million from the sale of the 6,700 area
Kealia parcel on Kauai, $3.6 million of land sales related to Kaanapali
Golf Estates and $1.4 million primarily from the sale of unentitled
agricultural and conservation land parcels on Kauai and Hawaii. The
Company has received $5.5 million of the $16 million Kealia parcel sales
proceeds and the remaining $10.5 million is payable (pursuant to the terms
of a first mortgage note) in three equal installments due in late 1998 and
early 1999.
During the first six months of 1998, property cost of sales were $29.9
million as compared to $16.2 million in the first six months of 1997. The
$13.7 million increase in costs was due primarily to an increase in sales
volume associated with land parcels sold (as discussed above).
Property sales and cost of sales increased for the three and six
months ended June 30, 1998 as compared to the three and six months ended
June 30, 1997 due to higher sales volume. Operating income improved
primarily due to slightly improved margins realized on property sold during
1998 and lower general and administrative expenses.
(a) Maui
In general, the development of the Company's land on Maui is expected
to be long-term in nature. As Maui is less populated than Oahu and more
dependent on the resort/tourism industry, much of the Company's land is
intended for resort and resort-related uses. Due to overall economic
conditions and trends in tourism, demand for these land uses has been weak.
The Company's homesite inventory on Maui, which is targeted to the second
home buyer, has experienced slower sales activity over the past five years
than originally expected. The Company's competitors on Maui have also
experienced slow sales activity. The Company is continuing to evaluate its
plans and the timing of development of its land holdings in light of the
current weak market demand and the capital resources needed for future
development.
The Company has determined that the focus of its development efforts
should be on its Kaanapali/Honokowai land holdings (approximately 3,200
acres) on Maui. Although additional governmental approvals are required
for most of these lands, approximately 900 acres of the Company's
Kaanapali/Honokowai land holdings already have some form of entitlements.
Due to the strong market appeal of the Kaanapali Beach Resort, the Company
believes its development efforts are best concentrated in this area where
it has certain development approvals already secured.
The Company's Kahoma, Launiupoko and Olowalu properties (in total
approximately 9,000 acres) are considered to be better suited in the near
term for agricultural uses and possibly for lower density, more rural
developments. To generate cash, the Company has decided to sell certain
portions of these land holdings as unentitled parcels, and may consider
selling additional portions of these lands based upon market conditions and
the cash needs of the Company.
KAANAPALI GOLF ESTATES. The Company is marketing Kaanapali Golf
Estates ("KGE"), a residential community that is part of the Kaanapali
Beach Resort on West Maui. KGE is divided into several parcels and is
approved for 340 homesites of which the Company through individual and bulk
sales has sold approximately 90 homesites. In May 1997, the Company
obtained final subdivision approval for a 32-lot subdivision of one such
parcel, referred to as "Parcel 17B". The Company commenced on-site
construction of the subdivision improvements for Parcel 17B in August 1997
<PAGE>
and completed these improvements in March 1998 at a cost of approximately
$1.7 million. During 1997, the Company generated approximately $2.8
million from the sale of 18 lots at Parcel 17B and approximately $2.0
million from the sale of the remaining 6 lots in a nearby parcel referred
to as Parcel 14. For the six months ended June 30, 1998, the Company
generated $1.8 from the sale of eleven lots at Parcel 17B. One additional
lot was sold in July 1998 and there are currently two lots available at an
average price of approximately $170,000. In May 1998, the Company sold
Parcel 18, an 18-lot subdivision in KGE, in bulk for $1.8 million.
KAI ALA PLACE. In 1995, the Company subdivided an oceanfront parcel
commonly known as Kai Ala Place into six single family homesites of
approximately one acre each. Two of the lots were sold in 1995 generating
sales proceeds of approximately $4.1 million. The remaining four lots were
sold in 1997 as a package to a local developer for a "package" price of
$5.2 million.
NORTH BEACH. The Company is currently part of a joint venture with
Tobishima Pacific Inc. ("Tobishima"), a wholly-owned subsidiary of a
Japanese company, the purpose of which is to plan, manage and develop
approximately 96 acres of beachfront property at Kaanapali known as "North
Beach". The joint venture, in which the Company has a 50% interest, has
governmental approvals, subject to receiving a Project SMA permit, for the
development of up to 3,200 hotel or condominium units on four separate
sites. The North Beach property constitutes nearly all of the remaining
developable beachfront acreage at Kaanapali. The development of North Beach
continues to be tied to the completion of the Lahaina bypass highway or
other traffic mitigation measures satisfactory to the Maui County Planning
Commission ("MPC"). Although the joint venture has state urbanization,
county zoning and a Master SMA permit, a Project SMA permit is required for
each of the four sites as development plans are completed.
The Company filed for a Project SMA in March 1997 to develop a time-
share resort on 14 acres of the North Beach property (the "Site"). A
public hearing was held on the Project SMA permit on July 10, 1997.
Although there was a significant amount of testimony both for and against
the project, the MPC did not make a final decision at the public hearing.
Instead, "intervention status" was granted to several parties who presented
their specific objections to the SMA permit in a quasi-judicial process
(known as a "contested case" hearing). The hearing officer for the
contested case issued his proposed Decision and Order (the "D&O") in
December 1997. Although the proposed D&O recommended granting the Project
SMA permit, there were a significant number of new conditions with respect
to the development. The Company plans to object to many of these
conditions and to request that the MPC modify or delete these conditions.
Final MPC action on the Company's Project SMA permit application is not
anticipated until later in 1998. Although there can be no assurance that
the Project SMA permit will be received (and that if such permit is
approved, that its terms and conditions will be acceptable to the Company),
Company management is hopeful that the Company will receive the necessary
approvals to proceed with the development of the Site.
The Company believes that the potential for a successful time-share
development at North Beach will be greatly enhanced by the involvement of a
company with past experience in time-share development, and in the
marketing and sale of time-share intervals (one week ownership rights). In
February 1997, the Company formed a limited partnership with an affiliate
of an experienced time-share development and management company. Kaanapali
Ownership Resorts L.P., the new limited partnership, is owned 85% by
affiliates of the Company and 15% by Kaanapali Partners Limited
Partnership, an affiliate of the owners of The Ridge Tahoe resort in
Nevada. The partnership is in the process of arranging project financing
for the development of the time-share resort.
<PAGE>
In September 1997, the Company and Tobishima entered into an agreement
with Maui County providing the County with the option to purchase 33 acres
at North Beach (separate from the Site) for $15 million. Maui County
cannot exercise its option to purchase unless and until the Company
receives the Project SMA permit in a form acceptable to the Company for
development of the Site. The acquisition of the 33 acres by Maui County
would reduce the overall density of the North Beach development by
approximately one-third. The Mayor of Maui County and the County
administration have agreed that, assuming the reduction in density were to
be effected, the infrastructure upgrades proposed by the Company for the
time-share resort would be sufficient for the development of the Site.
Due to significant differences between the Company and Tobishima, the
Company has taken actions to effectively restructure or terminate the joint
venture relationship. Such actions will ultimately affect the ownership
structure of the North Beach parcel. Until the structure at North Beach is
resolved, the Company has delayed its planning and entitlement efforts for
its Hawaii time-share project, the Kaanapali Ocean Resort, which is planned
for 14-acres at North Beach.
NORTH BEACH MAUKA. The Company has plans for an additional 18-hole
golf course, condominiums, commercial/retail and residential uses. The
Company also plans to evaluate adding a significant time-share component to
the development plans for this 318-acre parcel. Currently, the Company has
Community Plan approvals and R-3 zoning (residential, minimum 10,000 square
foot lots) for North Beach Mauka. State urbanization is required, along
with final zoning and subdivision.
PUUKOLII VILLAGE. The Company has regulatory approval to develop a
project known as "Puukolii Village", on approximately 249 acres which is
also located near Kaanapali Beach Resort. A significant portion of this
project will be affordable housing. Development of most of Puukolii Village
cannot commence until after completion of the planned Lahaina/Kaanapali
bypass highway. The proposed development of Puukolii Village is
anticipated to satisfy the Company's affordable housing requirements in
connection with its Kaanapali/Honokowai land use entitlements. For the
portion of Puukolii Village that is not dependent upon completion of the
Lahaina/Kaanapali bypass highway, the Company has unsuccessfully attempted
to sell several residential parcels to home builders and multi-family
residential developers. Until such time that an acceptable agreement can
be reached with a housing developer, limited funds will be expended on
infrastructure (including an access road) for Puukolii Village.
In connection with certain of the Company's land use approvals on
Maui, the Company has agreed to provide employee and affordable housing and
to participate in the funding of the design and construction of the planned
Lahaina/Kaanapali bypass highway. The Company has entered into an agreement
with the State of Hawaii Department of Transportation covering the
Company's participation in the design and construction of the bypass
highway. In conjunction with state urbanization of the Company's Kaanapali
Golf Estates project, the Company committed to spend up to $3.5 million,
(of which approximately $.8 million has been spent as of June 30, 1998)
toward the design of the highway. Due to lengthy delays by the State in the
planned start date for the bypass highway, the Company recently funded
approximately $.9 million for the engineering and design of the widening
(from 2 to 4 lanes) of the existing highway through the Kaanapali Beach
Resort. The Company believes this $.9 million can be credited against the
$3.5 million commitment discussed above. The Company's remaining commitment
of another $6.7 million for the construction of the bypass highway is
subject to the Company obtaining future entitlements on Maui and the actual
construction of the bypass highway. The development and construction of
the bypass highway is expected to be a long-term project that will not be
completed until the year 2004 or later.
<PAGE>
(b) Oahu
In 1997, the Company began developing the 64 acres of fee simple land
it owns at the Oahu Sugar mill-site. The Company has received county zoning
for a light industrial subdivision on a 37-acre portion of the property,
which excludes property containing the actual sugar mill and adjacent
buildings. In connection with the development of this property, the Company
has received state land use urbanization for the entire 64-acre site.
The Company is currently negotiating several contracts for bulk land
sales for this development as the Company had received no acceptable offers
on the twenty-three lots within the light industrial subdivision. The
infrastructure for these first twenty-three lots was expected to cost
approximately $5.9 million, of which $4.0 million has been spent through
June 30, 1998. The Company does not anticipate completing additional
infrastructure.
(c) Kauai
The Company owns approximately 21,200 acres of land on the island of
Kauai, the vast majority of which is classified and zoned by the State of
Hawaii and the County of Kauai, respectively, as agricultural and
conservation lands. There are two large contiguous parcels which comprise
the bulk of these Kauai land holdings: Kapaa and Lihue/Hanamaulu. Each of
the parcels is located along the eastern shore of Kauai. Large portions of
the agricultural lands are currently used for sugar cane cultivation, and
portions of the conservation lands are utilized by the Company's sugar
plantations to collect, store and transmit irrigation water from
mountainous areas to the sugar cane fields.
The Company has state urbanization and county zoning for a 552 acre
master-planned community known as the Lihue/Hanamaulu Town Expansion, which
includes approximately 1,800 affordable and market rate residential units,
commercial and industrial facilities and a number of community and other
public uses. The Company does not plan to pursue subdivision and building
permits for this project until the real estate market on Kauai improves.
Once construction commences the project is expected to span 20 years.
The Company has decided to sell large portions of its Kauai land
holdings which includes primarily 2,000 acres in Kapaa. The Company has
certain additional lands also listed for sale; however, many of these are
smaller remnant parcels. The Company may consider selling additional
portions of these lands based upon market conditions and the cash needs of
the Company.
(d) Hawaii
The Company owns approximately 700 acres of land on the island of
Hawaii of which almost all are classified by the State of Hawaii and zoned
by the County of Hawaii as agricultural lands. These lands are located on
the eastern (windward) side of the island, primarily in the Keaau and Pahoa
districts, south of the town of Hilo.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings,
other than ordinary routine litigation incidental to its business. The
Company and/or certain of its affiliates have been named as defendants in
several pending lawsuits. While it is impossible to predict the outcome of
the litigation that is now pending (or threatened) and for which the
potential liability is not covered by insurance, the Company is of the
opinion that the ultimate liability from any of the litigation will not
materially adversely affect the Company's results of operations or its
financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are included as an exhibits to this
report.
Exhibit
No. Exhibit
- ------- --------
4.1 Indenture, including the form of COLAs, among Amfac/JMB
Hawaii, Inc., its subsidiaries as Guarantors and Continental Bank National
Association, as Trustee (dated as of March 14, 1989). (2)
4.2 Amendment dated as of January 17, 1990 to the Indenture
relating to the COLAs. (2)
4.3 $28,097,832 Promissory Note from Amfac, Inc. to Amfac/JMB
Hawaii, Inc. Extended and Reissued Effective December 31, 1993. (3)
4.4 The five year $66,000,000 loan with the Employees' Retirement
System of the State of Hawaii to Amfac/JMB Hawaii, Inc. as of June 25,
1991. (4)
4.5 $15,000,000 Credit Agreement dated March 31, 1993 among
AMFAC/JMB Hawaii, Inc. and Continental Bank N.A (5).
4.6 $10,000,000 loan agreement between Waikele Golf Club, Inc. and
ORIX USA Corporation. $10,000,000 loan agreement between Waikele Golf
Club, Inc. and Bank of Hawaii. (6)
4.7 $52,000,000 Promissory Note to Northbrook Corporation from
Amfac/JMB Hawaii, Inc., effective May 31, 1995 is filed herewith. (7)
4.8 Agreement for delivery and sale of raw sugar between Hawaii
Sugar Transportation Corporation, as seller, and C&H, as Buyer, dated June
4, 1993. (8)
4.9 Standard Sugar Marketing Contracts between Hawaiian Sugar
Transportation Company and Hawaii Sugar Growers dated June 4, 1993. (9)
4.10 Amendment to the $66,000,000 loan with the Employees'
Retirement System of the State of Hawaii to Amfac/JMB Hawaii, Inc. as of
April 18, 1996. (9)
4.11 Amended and Restated $52,000,000 Promissory Note to Northbrook
Corporation from Amfac/JMB Hawaii, Inc. extended and reissued effective
June 1, 1996. (10)
<PAGE>
4.12 Amended and Restated $28,087,832 Promissory Note from Amfac,
Inc. to Amfac/JMB Hawaii, Inc. extended and reissued effective June 1,
1996. (10)
4.13 $10,000,000 loan agreement between Amfac Property Development
Corp. and City Bank at December 18, 1996. (11)
4.14 Amended and Restated $25,000,000 loan agreement with the Bank
of Hawaii dated February 4, 1997. (12)
4.15 Limited Partnership Agreement for Kaanapali Ownership Resorts,
L.P. dated February 1, 1997 for development of time-share resort on
Kaanapali. (11)
4.16 Second Supplement to the Indenture dated as of March 1, 1998.
(13)
4.17 $104,759,324 promissory Note between Northbrook Corporation
and Amfac Land Company, Ltd. dated January 1, 1998. (13)
4.18 Revolving Credit Note between Fred Harvey Transportation
Company, Inc. and Amfac Land Company, Ltd., dated January 1, 1998. (13)
10.1 Escrow Deposit Agreement. (1)
10.2 General Lease S-4222, dated January 1, 1969, by and between
the State of Hawaii and Kekaha Sugar Company, Limited. (1)
10.3 Grove Farm Haiku Lease, dated January 25, 1974 by and between
Grove Farm Company, Incorporated and The Lihue Plantation Company, Limited.
(1)
10.4 General Lease S-4412, dated October 31, 1974, by and between
the State of Hawaii and the Lihue Plantation Company, Limited. (1)
10.5 General Lease S-4576, dated March 15, 1978, by and between the
State of Hawaii and The Lihue Plantation Company, Limited. (1)
10.6 General Lease S-3821, dated July 8, 1964, by and between the
State of Hawaii and East Kauai Water Company, Ltd. (1)
10.7 Amended and Restated Power Purchase Agreement, dated as of
June 15, 1992, by and between The Lihue Plantation Company, Limited and
Citizens Utilities Company. (1)
10.8 U.S. Navy Waipio Peninsula Agricultural Lease, dated May 26,
1964, between The United States of America (as represented by the U.S.
Navy) and Oahu Sugar Company, Ltd. (1)
10.9 Amendment to the Robinson Estate Hoaeae Lease, dated May 15,
1967, by and between various Robinsons, heirs of Robinsons, Trustees and
Executors, etc. and Oahu Sugar Company, Limited amending and restating the
previous lease. (1)
10.10 Amendment to the Campbell Estate Lease, dated April 16, 1970,
between Trustees under the Will and of the Estate of James Campbell,
Deceased, and Oahu Sugar Company, Limited amending and restating the
previous lease. (1)
10.11 Bishop Estate Lease No. 24,878, dated June 17, 1977, by and
between the Trustees of the Estate of Bernice Pauahi Bishop and Pioneer
Mill Company, Limited. (1)
10.12 General Lease S-4229, dated February 25, 1969, by and between
the State of Hawaii, by its Board of Land and Natural Resources and Pioneer
Mill Company, Limited. (1)
<PAGE>
10.13 Honokohau Water License, dated December 22, 1980, between Maui
Pineapple Company Ltd. and Pioneer Mill Company, Limited. (1)
10.14 Water Licensing Agreement, dated September 22, 1980, by and
between Maui Land & Pineapple Company, Inc. and Amfac, Inc. (1)
10.15 Joint Venture Agreement, dated as of March 19, 1986, by and
between Amfac Property Development Corp. and Tobishima Properties of
Hawaii, Inc. (1)
10.16 Development Agreement, dated March 19, 1986, by and between
Kaanapali North Beach Joint Venture and Amfac Property Investment Corp. and
Tobishima Pacific, Inc. (1)
10.19 Keep-Well Agreement between Northbrook Corporation and
Amfac/JMB Finance, Inc. (2)
10.20 Repurchase Agreement, dated March 14, 1989, by and between
Amfac/JMB Hawaii, Inc. and Amfac/JMB Finance, Inc. (2)
10.21 Amfac Hawaii Tax Agreement, dated November 21, 1988 between
Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.; Amfac
Property Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali
Water Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited;
The Lihue Plantation Company, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited. (2)
10.22 Amfac-Amfac Hawaii Tax Agreement, dated February 21, 1989
between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)
10.23 Services Agreement, dated November 18, 1988, between Amfac/JMB
Hawaii, Inc., and Amfac Property Development Corp.; Amfac Property
Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali Water
Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited; The
Lihue Plantation Company, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited and JMB Realty Corporation.
(2)
19.0 $35,700,000 agreement for sale of C&H and certain other C&H
assets, to A&B Hawaii, Inc. in June 1993. (7)
22.1 Subsidiaries of Amfac/JMB Hawaii, Inc. (1)
99.1 A copy of pages 19, 41-45 and 51 of the Prospectus of the
Company dated December 5, 1988 (relating to SEC Registration Statement on
Form S-1 (as amended) File No. 33-24180) and hereby incorporated by
reference. (2)
Pursuant to Item 6.01 (b)(4) of Regulation SK, the registrant
hereby undertakes to provide the Commission upon its request a copy of any
agreement with respect to long-term indebtedness of the registrant and its
consolidated subsidiaries that does not exceed 10 percent of the total
assets of the registrant and its subsidiaries on a consolidated basis.
(1) Previously filed as exhibits to the Company's Registration
Statement of Form S-1 (as amended) under the Securities Act of 1933 (File
No. 33-24180) and hereby incorporated by reference.
(2) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1989 and hereby incorporated by reference.
<PAGE>
(3) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1991 and hereby incorporated by reference.
(4) Previously filed as exhibits to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1991 and hereby incorporated by reference.
(5) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on May 14, 1993
and hereby incorporated by reference.
(6) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on November 11,
1993 and hereby incorporated by reference.
(7) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1994 and hereby incorporated by reference.
(8) Previously filed as an exhibit to the Company's Form 10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed May 12,
1995 and hereby incorporated by reference.
(9) Previously filed as an exhibit to the Company's Form 10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed May 13,
1996 and hereby incorporated by reference.
(10) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1996 and hereby incorporated by reference.
(11) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 21, 1997
and hereby incorporated by reference.
(12) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed May 15, 1996 and
hereby incorporated by reference.
(13) Previously filed as exhibit to the Company's Form 8-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 3, 1998
and hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMFAC/JMB HAWAII, L.L.C.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMFAC/JMB FINANCE, INC.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMFAC LAND COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMFAC PROPERTY DEVELOPMENT CORP.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMFAC PROPERTY INVESTMENT CORP.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
H. HACKFIELD & CO., LTD.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KAANAPALI ESTATES COFFEE, INC.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KAANAPALI WATER CORPORATION
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KEKAHA SUGAR COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE LIHUE PLANTATION COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OAHU SUGAR COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PIONEER MILL COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PUNA SUGAR COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WAIAHOLE IRRIGATION COMPANY, LIMITED
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WAIKELE GOLF CLUB, INC.
/s/ EDWARD J. KROLL
-------------------
By: Edward J. Kroll
Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
/s/ EDWARD J. KROLL
-------------------
Edward J. Kroll
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH
REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 13,407
<SECURITIES> 0
<RECEIVABLES> 19,711
<ALLOWANCES> 0
<INVENTORY> 63,744
<CURRENT-ASSETS> 98,883
<PP&E> 317,312
<DEPRECIATION> 41,592
<TOTAL-ASSETS> 469,595
<CURRENT-LIABILITIES> 48,646
<BONDS> 314,227
<COMMON> 1
0
0
<OTHER-SE> (208,206)
<TOTAL-LIABILITY-AND-EQUITY> 469,595
<SALES> 36,324
<TOTAL-REVENUES> 36,510
<CGS> 32,434
<TOTAL-COSTS> 40,973
<OTHER-EXPENSES> 628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,214
<INCOME-PRETAX> (21,305)
<INCOME-TAX> 9,048
<INCOME-CONTINUING> (12,257)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,257)
<EPS-PRIMARY> (12.3)
<EPS-DILUTED> (12.3)
</TABLE>
