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Note 6 - Long-Term Debt

3 Months Ended

Mar. 31, 2014

6. Long-Term Debt

Long-term debt at March 31, 2014 and December 31, 2013 consisted of the following:

	March 31, 2014		December 31, 2013
	(in thousands)
Wells Fargo revolving loans, 3.99%	$	30,600	$	29,000
American AgCredit term loan, 5.00%		20,000		20,000
Total		50,600		49,000
Less current portion		-		49,000
Long-term debt	$	50,600	$	-

WELLS FARGO

The Company has a $32.7 million revolving line of credit with Wells Fargo that was scheduled to mature on May 1, 2014. In April 2014, the Company extended the maturity date to August 1, 2016. Interest rates on borrowings are at LIBOR plus 3.65% and the line of credit is collateralized by approximately 880 acres of the Company’s real estate holdings at the Kapalua Resort. The line of credit agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million, and a limitation on new indebtedness. The credit agreement includes predetermined release prices for the real property securing the credit facility. There are no commitment fees on the unused portion of the revolving facility. Absent the sale of some of its real estate holdings or refinancing, the Company does not expect to be able to pay the outstanding balance of the revolving line of credit on the maturity date.

AMERICAN AGCREDIT

The Company has a $20 million term loan with American AgCredit that was scheduled to mature on May 1, 2014. In April 2014, the Company amended its term loan agreement to extend the maturity date to August 1, 2016. The interest rate on this credit facility is based on the greater of 1.00% or the 30-day LIBOR rate, plus an applicable spread of 4.00% and provides for a reduction in the applicable spread to 3.75%, if the principal balance of the loan is reduced to $15 million. The loan agreement requires a mandatory principal repayment of $3 million by May 1, 2015 and an additional $2 million by May 1, 2016. The loan agreement contains various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a required minimum liquidity (as defined) of $3 million, maximum total liabilities of $175 million and a limitation on new indebtedness. It also requires mandatory principal repayments of 100% of the net proceeds of the sale of any real property pledged as collateral for the loan and mandatory principal repayments based on predetermined percentages of 60% to 75% of the net proceeds from the sale of non-collateralized real property. The loan is collateralized by approximately 3,100 acres of the Company’s real estate holdings in West Maui and Upcountry Maui. Absent the sale of some of its real estate holdings or refinancing, the Company does not expect to be able to pay the outstanding balance under the term loan on the maturity date.

As of March 31, 2014, the Company believes it is in compliance with the covenants under the Wells Fargo and American AgCredit credit facilities.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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