|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2013
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ______________________ to _________________
|
Hawaii
|
45-4849780
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
P. O. Box 3440, Honolulu, Hawaii
822 Bishop Street, Honolulu, Hawaii
(Address of principal executive offices)
|
9680l
96813
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
||||||||
Real estate leasing
|
$
|
26.2
|
|
|
$
|
23.3
|
|
|
$
|
76.0
|
|
|
$
|
71.1
|
|
Real estate development and sales
|
10.1
|
|
|
0.1
|
|
|
12.0
|
|
|
9.6
|
|
||||
Agribusiness
|
35.9
|
|
|
67.9
|
|
|
94.1
|
|
|
121.4
|
|
||||
Total operating revenue
|
72.2
|
|
|
91.3
|
|
|
182.1
|
|
|
202.1
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate leasing
|
15.4
|
|
|
13.8
|
|
|
44.7
|
|
|
41.5
|
|
||||
Cost of real estate development and sales
|
3.3
|
|
|
0.1
|
|
|
3.6
|
|
|
4.2
|
|
||||
Costs of agribusiness revenues
|
34.4
|
|
|
58.6
|
|
|
80.1
|
|
|
101.5
|
|
||||
Selling, general and administrative
|
9.6
|
|
|
6.5
|
|
|
24.4
|
|
|
21.9
|
|
||||
Gain on the sale of agricultural parcel
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(7.3
|
)
|
||||
Impairment of real estate assets (Santa Barbara)
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||
Grace Acquisition costs
|
2.0
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Separation costs
|
—
|
|
|
0.7
|
|
|
—
|
|
|
6.8
|
|
||||
Total operating costs and expenses
|
64.7
|
|
|
72.4
|
|
|
157.3
|
|
|
173.7
|
|
||||
Operating Income
|
7.5
|
|
|
18.9
|
|
|
24.8
|
|
|
28.4
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Income (loss) related to real estate joint ventures
|
0.7
|
|
|
(1.0
|
)
|
|
1.8
|
|
|
(3.7
|
)
|
||||
Gain on insurance
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Impairment and equity losses related to joint ventures
|
(6.6
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
(4.7
|
)
|
||||
Interest income and other
|
1.2
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||
Interest expense
|
(4.2
|
)
|
|
(3.6
|
)
|
|
(11.7
|
)
|
|
(11.7
|
)
|
||||
Income (Loss) From Continuing Operations Before Income Taxes
|
(0.1
|
)
|
|
14.3
|
|
|
11.2
|
|
|
8.3
|
|
||||
Income tax expense
|
0.8
|
|
|
1.5
|
|
|
5.7
|
|
|
0.6
|
|
||||
Income (Loss) From Continuing Operations
|
(0.9
|
)
|
|
12.8
|
|
|
5.5
|
|
|
7.7
|
|
||||
Income From Discontinued Operations (net of income taxes)
|
5.3
|
|
|
0.6
|
|
|
8.9
|
|
|
4.1
|
|
||||
Net Income
|
$
|
4.4
|
|
|
$
|
13.4
|
|
|
$
|
14.4
|
|
|
$
|
11.8
|
|
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.30
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
Discontinued operations
|
0.12
|
|
|
0.01
|
|
|
0.20
|
|
|
0.10
|
|
||||
Net income
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
$
|
0.33
|
|
|
$
|
0.28
|
|
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.30
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
Discontinued operations
|
0.12
|
|
|
0.01
|
|
|
0.20
|
|
|
0.10
|
|
||||
Net income
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
$
|
0.33
|
|
|
$
|
0.28
|
|
Weighted Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
43.1
|
|
|
42.6
|
|
|
43.1
|
|
|
42.5
|
|
||||
Diluted
|
43.8
|
|
|
43.3
|
|
|
43.7
|
|
|
42.7
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Income
|
$
|
4.4
|
|
|
$
|
13.4
|
|
|
$
|
14.4
|
|
|
$
|
11.8
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
||||||||
Net loss and prior service cost
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(1.9
|
)
|
||||
Amortization of prior service credit included in net periodic pension cost
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
||||
Amortization of net loss included in net periodic pension cost
|
1.9
|
|
|
1.8
|
|
|
5.8
|
|
|
5.7
|
|
||||
Income taxes
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(1.6
|
)
|
||||
Other Comprehensive Income
|
0.9
|
|
|
1.0
|
|
|
1.7
|
|
|
1.7
|
|
||||
Comprehensive Income
|
$
|
5.3
|
|
|
$
|
14.4
|
|
|
$
|
16.1
|
|
|
$
|
13.5
|
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4.1
|
|
|
$
|
1.1
|
|
Accounts and other notes receivable, net
|
42.2
|
|
|
8.2
|
|
||
Inventories
|
52.0
|
|
|
23.5
|
|
||
Real estate held for sale
|
26.9
|
|
|
11.5
|
|
||
Deferred income taxes
|
7.8
|
|
|
7.8
|
|
||
Income tax receivable
|
9.4
|
|
|
4.4
|
|
||
Prepaid expenses and other assets
|
7.3
|
|
|
6.9
|
|
||
Total current assets
|
149.7
|
|
|
63.4
|
|
||
Investments in Affiliates
|
327.2
|
|
|
319.9
|
|
||
Real Estate Developments
|
246.5
|
|
|
144.0
|
|
||
Property – net
|
1,009.3
|
|
|
838.7
|
|
||
Goodwill
|
9.2
|
|
|
—
|
|
||
Other Assets
|
103.3
|
|
|
71.3
|
|
||
Total assets
|
$
|
1,845.2
|
|
|
$
|
1,437.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
26.9
|
|
|
$
|
15.5
|
|
Accounts payable
|
22.9
|
|
|
26.2
|
|
||
Accrued interest
|
2.3
|
|
|
5.2
|
|
||
Due to former affiliate
|
10.0
|
|
|
—
|
|
||
Accrued and other liabilities
|
25.4
|
|
|
22.7
|
|
||
Total current liabilities
|
87.5
|
|
|
69.6
|
|
||
Long-term Liabilities:
|
|
|
|
||||
Long-term debt
|
587.3
|
|
|
220.0
|
|
||
Deferred income taxes
|
149.3
|
|
|
152.9
|
|
||
Accrued pension and postretirement benefits
|
59.5
|
|
|
58.9
|
|
||
Other non-current liabilities
|
27.2
|
|
|
21.5
|
|
||
Total long-term liabilities
|
823.3
|
|
|
453.3
|
|
||
Commitments and Contingencies (Note 3)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
943.9
|
|
|
939.8
|
|
||
Accumulated other comprehensive loss
|
(45.5
|
)
|
|
(47.2
|
)
|
||
Retained earnings
|
36.0
|
|
|
21.8
|
|
||
Total equity
|
934.4
|
|
|
914.4
|
|
||
Total liabilities and equity
|
$
|
1,845.2
|
|
|
$
|
1,437.3
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash Flows used in Operating Activities:
|
(109.4
|
)
|
|
(12.8
|
)
|
||
Cash Flows used in Investing Activities:
|
|
|
|
||||
Capital expenditures for properties and developments
|
(102.9
|
)
|
|
(34.4
|
)
|
||
Proceeds from disposal of income-producing properties and other assets
|
2.3
|
|
|
0.8
|
|
||
Payments for purchases of investments in affiliates
|
(35.9
|
)
|
|
(8.0
|
)
|
||
Proceeds from investments in affiliates
|
3.3
|
|
|
1.8
|
|
||
Cash acquired through consolidation of The Shops at Kukui'ula
|
0.3
|
|
|
—
|
|
||
Net cash used in investing activities
|
(132.9
|
)
|
|
(39.8
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
428.0
|
|
|
122.0
|
|
||
Payments of long-term debt and deferred financing costs
|
(196.8
|
)
|
|
(231.1
|
)
|
||
Proceeds (payments) from line-of-credit agreements, net
|
13.5
|
|
|
(3.5
|
)
|
||
Contributions from Alexander & Baldwin Holdings, Inc., net
|
—
|
|
|
146.0
|
|
||
Proceeds from stock option exercises, including excess tax benefit and tax withholding
|
0.6
|
|
|
11.6
|
|
||
Net cash provided by financing activities
|
245.3
|
|
|
45.0
|
|
||
Cash and Cash Equivalents:
|
|
|
|
||||
Net increase (decrease) for the period
|
3.0
|
|
|
(7.6
|
)
|
||
Balance, beginning of period
|
1.1
|
|
|
11.7
|
|
||
Balance, end of period
|
$
|
4.1
|
|
|
$
|
4.1
|
|
|
|
|
|
||||
Other Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
(14.1
|
)
|
|
$
|
(11.9
|
)
|
Income taxes paid
|
$
|
(10.0
|
)
|
|
$
|
(6.3
|
)
|
Other Non-cash Information:
|
|
|
|
||||
Tax-deferred property sales
|
$
|
17.5
|
|
|
$
|
17.2
|
|
Tax-deferred property purchases
|
$
|
(25.3
|
)
|
|
$
|
(9.4
|
)
|
Transfer of real estate development assets to Waihonua joint venture investment
|
$
|
—
|
|
|
$
|
24.2
|
|
Note payable assumed in connection with acquisition of Waianae Mall
|
$
|
20.6
|
|
|
$
|
—
|
|
Note payable assumed in connection with acquisition of Pearl Highlands Center
|
$
|
62.3
|
|
|
$
|
—
|
|
Notes payable assumed in connection with the consolidation of The Shops at Kukui'ula
|
$
|
51.2
|
|
|
$
|
—
|
|
Note receivable received in connection with the sale of Issaquah Office Center
|
$
|
13.0
|
|
|
$
|
—
|
|
Property (net) acquired in connection with the consolidation of The Shops at Kukui'ula
|
$
|
39.0
|
|
|
$
|
—
|
|
Capital expenditures included in accounts payable and accrued expenses
|
$
|
7.7
|
|
|
$
|
5.6
|
|
(1)
|
Description of Business.
A&B is headquartered in Honolulu and conducts business in
three
operating segments in
two
industries—Real Estate and Agribusiness. On October 1, 2013, A&B acquired GPC Holdings, Inc. ("Grace"), which will be reported as a separate operating segment.
|
(2)
|
Basis of Presentation.
Prior to June 29, 2012, A&B’s businesses included Matson Navigation Company Inc., a wholly owned subsidiary that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of a newly created entity, Alexander & Baldwin Holdings, Inc. (“Holdings”). On June 29, 2012, Holdings distributed to its shareholders all of the common stock of A&B stock in a tax-free distribution (the “Separation”). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.
|
(3)
|
Commitments, Guarantees and Contingencies:
Commitments and financial arrangements not recorded on the Company's condensed consolidated balance sheet, excluding lease commitments that are disclosed in Note 8 of the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2012, included the following (in millions):
|
Standby letters of credit related to real estate projects
|
$
|
10.8
|
|
Performance bonds related to real estate construction
|
$
|
21.7
|
|
Fair value of assets acquired and liabilities assumed
|
|||
Assets acquired:
|
|
||
Cash
|
$
|
0.3
|
|
Other current assets
|
0.4
|
|
|
Property, plant and equipment
|
39.0
|
|
|
Intangible assets
|
4.0
|
|
|
|
|
||
Total assets acquired
|
43.7
|
|
|
|
|
||
Liabilities assumed:
|
|
||
Intangible liabilities
|
1.0
|
|
|
Liabilities assumed
|
51.9
|
|
|
|
|
||
Total liabilities assumed
|
52.9
|
|
|
|
|
||
Excess of liabilities assumed over assets acquired (recorded as goodwill)
|
$
|
9.2
|
|
(4)
|
Earnings Per Share (“EPS”).
The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using the number of shares of A&B common stock outstanding on July 2, 2012, the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. Additionally, for all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||
|
September 30,
|
|
September 30,
|
||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Denominator for basic EPS – weighted average shares
|
43.1
|
|
42.6
|
|
43.1
|
|
42.5
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
Employee/director stock options and restricted stock units
|
0.7
|
|
0.7
|
|
0.6
|
|
0.2
|
Denominator for diluted EPS – weighted average shares
|
43.8
|
|
43.3
|
|
43.7
|
|
42.7
|
(5)
|
Fair Value of Financial Instruments.
The fair values of receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The Company’s cash and cash equivalents, consisting principally of cash on deposit, may from time to time include short-term money markets funds. The fair values of these money market funds, based on market prices (level 2), approximate their carrying values due to their short-maturities. The carrying amount and fair value of the Company’s long-term debt at
September 30, 2013
was $
587.3 million
and
$606.2 million
, respectively, and
$220.0 million
and
$249.0 million
at
December 31, 2012
, respectively. The fair value of long-term debt is calculated by discounting the future cash flows of the debt at rates based on
|
(6)
|
Inventories.
Sugar inventories are stated at the lower of cost (first-in, first-out basis) or market value. Materials and supplies inventory are stated at the lower of cost (principally average cost) or market value.
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Sugar inventories
|
$
|
38.6
|
|
|
$
|
3.9
|
|
Materials and supplies inventories
|
13.4
|
|
|
19.6
|
|
||
Total
|
$
|
52.0
|
|
|
$
|
23.5
|
|
(7)
|
Share-Based Compensation.
Under the 2012 Plan,
4.3 million
shares of common stock were initially reserved for issuance, and as of
September 30, 2013
,
1,488,130
shares of the Company’s common stock remained available for future issuance. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company’s authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or in private transactions.
|
|
2012
Plan
Restricted
Stock
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Outstanding, January 1, 2013
|
330.0
|
|
|
$20.43
|
Granted
|
121.1
|
|
|
$34.12
|
Vested
|
(156.5
|
)
|
|
$18.57
|
Canceled
|
(48.1
|
)
|
|
$22.44
|
Outstanding, September 30, 2013
|
246.5
|
|
|
$27.94
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Share-based expense (net of estimated forfeitures):
|
|
|
|
|
|
|
|
||||||||
Stock options
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
|
$
|
1.8
|
|
Restricted stock units
|
0.8
|
|
|
0.4
|
|
|
2.2
|
|
|
2.4
|
|
||||
Total share-based expense
|
1.1
|
|
|
0.8
|
|
|
3.2
|
|
|
4.2
|
|
||||
Total recognized tax benefit
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
||||
Share-based expense (net of tax)
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
2.2
|
|
|
$
|
2.8
|
|
(8)
|
Discontinued Operations.
The revenues and expenses related to the sales of Northpoint Industrial, an industrial property in California, Centennial Plaza, an industrial property in Utah, and Issaquah Office Center, an office building in Washington, have been classified as discontinued operations. Additionally, the revenues and expenses related to Republic Distribution Center, an industrial property in Texas sold on October 4, 2013, was classified as discontinued operations as of September 30, 2013. In 2012, the revenues and expenses of
two
leased fee properties on Maui and Firestone Boulevard Building, a California office property, were classified as discontinued operations.
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Proceeds from the sale of income-producing properties
|
$
|
37.3
|
|
|
$
|
—
|
|
|
$
|
52.2
|
|
|
$
|
8.9
|
|
Real estate leasing revenue
|
1.3
|
|
|
1.6
|
|
|
4.0
|
|
|
4.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gain on sale of income-producing properties
|
7.8
|
|
|
—
|
|
|
12.0
|
|
|
3.9
|
|
||||
Real estate leasing operating profit
|
0.7
|
|
|
1.0
|
|
|
2.4
|
|
|
2.9
|
|
||||
Total operating profit before taxes
|
8.5
|
|
|
1.0
|
|
|
14.4
|
|
|
6.8
|
|
||||
Income tax expense
|
3.2
|
|
|
0.4
|
|
|
5.5
|
|
|
2.7
|
|
||||
Income from discontinued operations
|
$
|
5.3
|
|
|
$
|
0.6
|
|
|
$
|
8.9
|
|
|
$
|
4.1
|
|
(9)
|
Pension and Post-retirement Plans.
The Company has defined benefit pension plans that cover substantially all non-bargaining unit and certain bargaining unit employees. The Company also has unfunded non-qualified plans that provide benefits in excess of the amounts permitted to be paid under the provisions of the tax law to participants in qualified plans.
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1.9
|
|
|
2.0
|
|
|
0.1
|
|
|
0.1
|
|
||||
Expected return on plan assets
|
(2.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss (gain)
|
1.9
|
|
|
2.0
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Net periodic benefit cost
|
$
|
1.6
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
5.7
|
|
|
6.1
|
|
|
0.3
|
|
|
0.4
|
|
||||
Expected return on plan assets
|
(8.2
|
)
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment gain*
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||
Amortization of prior service credit
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss (gain)
|
5.8
|
|
|
6.0
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
4.6
|
|
|
$
|
5.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
*
|
The curtailment gain is related to headcount reductions associated with the termination of the Company's Kauai trucking service operations.
|
(10)
|
New Accounting Pronouncements.
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02,
Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income
(“ASU 2013-02”). This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-02 requires presentation, either on the face of the income statement or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income, but only if the amounts reclassified are required to be reclassified in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments in ASU 2013-02 are to be applied prospectively and are effective for fiscal years and interim periods within those years, beginning after December 15, 2012. The Company adopted the standard effective January 1, 2013 with prospective application. The adoption of ASU 2013-02 changed the presentation of the Company’s financial statements and related footnotes, but did not affect the calculation of net income, comprehensive income or earnings per share.
|
(11)
|
Accumulated Other Comprehensive Income.
The changes in accumulated other comprehensive income by component for the three and
nine months ended September 30, 2013
were as follows (in millions, net of tax):
|
|
Pension and postretirement plans
|
|||||
|
Three Months Ended September 30, 2013
|
Nine Months Ended September 20, 2013
|
||||
Beginning balance
|
$
|
46.4
|
|
$
|
47.2
|
|
Amounts reclassified from accumulated other comprehensive income, net of tax
|
(0.9
|
)
|
(1.7
|
)
|
||
Ending balance
|
$
|
45.5
|
|
$
|
45.5
|
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income for the Three Months Ended
|
Amounts Reclassified from Accumulated Other Comprehensive Income for the Nine Months Ended
|
||||
Details about Accumulated Other Comprehensive Income Components
|
September 30, 2013
|
September 30, 2013
|
||||
Net loss and prior service cost
|
$
|
—
|
|
$
|
(2.0
|
)
|
Amortization of defined benefit pension items reclassified to net periodic pension cost:
|
|
|
||||
Actuarial loss*
|
1.9
|
|
5.8
|
|
||
Prior service credit*
|
(0.4
|
)
|
(1.0
|
)
|
||
Total before income tax
|
1.5
|
|
2.8
|
|
||
Income taxes
|
(0.6
|
)
|
(1.1
|
)
|
||
Other comprehensive income net of tax
|
$
|
0.9
|
|
$
|
1.7
|
|
*
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9 for additional details).
|
(12)
|
Income Taxes.
The Company is included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holdings, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company began reporting as a separate taxpayer. The current and deferred income tax expense recorded in the condensed consolidated financial statements for the 2012 periods have been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer during 2012.
|
(13)
|
Notes Payable and Long-Term Debt.
On January 22, 2013, A&B completed the purchase of Waianae Mall, a
170,300
square-foot,
10
-building retail center in Leeward Oahu, for
$10.1 million
in cash and the assumption of a
$19.7 million
loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at
5.39 percent
, and requires monthly payments of principal and interest totaling
$0.1
million. A final balloon payment of
$18.5 million
is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to
10 percent
of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any cost incurred by the lender. The loan was recorded at its fair value of
$20.6 million
. Intangible assets acquired included lease-in-place value of
$2.8 million
(weighted-average life of
7.7 years
) and net below-market leases of
$0.5 million
(weighted average life of
6.3 years
).
|
(14)
|
Segment Results.
Segment results for the
three and nine
months ended
September 30, 2013
and
2012
were as follows (in millions):
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Real Estate
1
:
|
|
|
|
|
|
|
|
||||||||
Leasing
|
$
|
27.5
|
|
|
$
|
24.9
|
|
|
$
|
80.0
|
|
|
$
|
75.9
|
|
Development and Sales
|
47.4
|
|
|
8.4
|
|
|
64.2
|
|
|
26.8
|
|
||||
Less amounts reported in discontinued operations
|
(38.6
|
)
|
|
(1.6
|
)
|
|
(56.2
|
)
|
|
(13.7
|
)
|
||||
Agribusiness
|
35.9
|
|
|
67.9
|
|
|
94.1
|
|
|
121.4
|
|
||||
Reconciling items
2
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(8.3
|
)
|
||||
Total revenue
|
$
|
72.2
|
|
|
$
|
91.3
|
|
|
$
|
182.1
|
|
|
$
|
202.1
|
|
Operating Profit, Net Income:
|
|
|
|
|
|
|
|
||||||||
Real Estate
1
:
|
|
|
|
|
|
|
|
||||||||
Leasing
|
$
|
11.2
|
|
|
$
|
10.2
|
|
|
$
|
32.7
|
|
|
$
|
31.4
|
|
Development and Sales
|
4.6
|
|
|
3.3
|
|
|
6.3
|
|
|
(5.7
|
)
|
||||
Less amounts reported in discontinued operations
|
(8.5
|
)
|
|
(1.0
|
)
|
|
(14.4
|
)
|
|
(6.8
|
)
|
||||
Agribusiness
|
2.2
|
|
|
9.1
|
|
|
14.3
|
|
|
19.6
|
|
||||
Total operating profit
|
9.5
|
|
|
21.6
|
|
|
38.9
|
|
|
38.5
|
|
||||
Interest Expense
|
(4.2
|
)
|
|
(3.6
|
)
|
|
(11.7
|
)
|
|
(11.7
|
)
|
||||
General Corporate Expenses
|
(3.4
|
)
|
|
(3.0
|
)
|
|
(11.5
|
)
|
|
(11.7
|
)
|
||||
Grace Acquisition Costs
|
(2.0
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
||||
Separation Costs
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(6.8
|
)
|
||||
Income (Loss) From Continuing Operations Before Income Taxes
|
(0.1
|
)
|
|
14.3
|
|
|
11.2
|
|
|
8.3
|
|
||||
Income Tax Expense
|
0.8
|
|
|
1.5
|
|
|
5.7
|
|
|
0.6
|
|
||||
Income (Loss) From Continuing Operations
|
(0.9
|
)
|
|
12.8
|
|
|
5.5
|
|
|
7.7
|
|
||||
Income From Discontinued Operations (net of income taxes)
|
5.3
|
|
|
0.6
|
|
|
8.9
|
|
|
4.1
|
|
||||
Net Income
|
$
|
4.4
|
|
|
$
|
13.4
|
|
|
$
|
14.4
|
|
|
$
|
11.8
|
|
(15)
|
Subsequent Events.
On October 1, 2013, the Company consummated its previously announced acquisition of
100%
of the shares of GPC Holdings, Inc. ("Grace Holdings" or "Grace"), a Hawaii-based natural materials and infrastructure construction company. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), by and among A&B, A&B II, LLC ("Merger Sub"), a Hawaii limited liability company and a wholly owned subsidiary of A&B, Grace Pacific Corporation, a Hawaii corporation (now Grace Pacific LLC, a Hawaii limited liability company and a wholly owned subsidiary of Grace Holdings), Grace Holdings and David C. Hulihee, in his capacity as the shareholders' representative, dated June 6, 2013, Grace Holdings merged with and into Merger Sub with Merger Sub remaining as the surviving company and a wholly owned subsidiary of A&B (the "Merger").
|
•
|
Business Overview:
This section provides a general description of A&B’s business, as well as recent developments that the Company believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
|
•
|
Consolidated
Results of Operations:
This section provides an analysis of A&B’s consolidated results of operations for the
three and nine
months ended
September 30, 2013
and
2012
.
|
•
|
Analysis of Operating Revenue and Profit by Segment:
This section provides an analysis of A&B’s results of operations by business segment.
|
•
|
Liquidity and Capital Resources:
This section provides a discussion of A&B’s financial condition and an analysis of A&B’s cash flows for the
three and nine
months ended
September 30, 2013
and
2012
, as well as a discussion of A&B’s ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.
|
•
|
Outlook:
This section provides a discussion of management’s general outlook about the Hawaii economy and the Company’s markets.
|
•
|
Other Matters:
This section provides a summary of other matters, such as officer and management changes.
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Operating revenue
|
72.2
|
|
|
91.3
|
|
|
(20.9
|
)%
|
||
Operating costs and expenses
|
64.7
|
|
|
72.4
|
|
|
(10.6
|
)%
|
||
Operating income
|
7.5
|
|
|
18.9
|
|
|
(60.3
|
)%
|
||
Other income and (expense)
|
(7.6
|
)
|
|
(4.6
|
)
|
|
65.2
|
%
|
||
Income (loss) from continuing operations before income taxes
|
(0.1
|
)
|
|
14.3
|
|
|
(100.7
|
)%
|
||
Income tax expense
|
0.8
|
|
|
1.5
|
|
|
(46.7
|
)%
|
||
Discontinued operations (net of income taxes)
|
5.3
|
|
|
0.6
|
|
|
9X
|
|
||
Net income
|
$
|
4.4
|
|
|
13.4
|
|
|
(67.2
|
)%
|
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
(67.7
|
)%
|
Diluted earnings per share
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
(67.7
|
)%
|
|
Nine months ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Operating revenue
|
182.1
|
|
|
202.1
|
|
|
(9.9
|
)%
|
||
Operating costs and expenses
|
157.3
|
|
|
173.7
|
|
|
(9.4
|
)%
|
||
Operating income
|
24.8
|
|
|
28.4
|
|
|
(12.7
|
)%
|
||
Other income and (expense)
|
(13.6
|
)
|
|
(20.1
|
)
|
|
(32.3
|
)%
|
||
Income from continuing operations before income taxes
|
11.2
|
|
|
8.3
|
|
|
34.9
|
%
|
||
Income tax expense
|
5.7
|
|
|
0.6
|
|
|
10X
|
|
||
Discontinued operations (net of income taxes)
|
8.9
|
|
|
4.1
|
|
|
117.1
|
%
|
||
Net income
|
14.4
|
|
|
11.8
|
|
|
22.0
|
%
|
||
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
0.33
|
|
|
0.28
|
|
|
17.9
|
%
|
|
Diluted earnings per share
|
$
|
0.33
|
|
|
$
|
0.28
|
|
|
17.9
|
%
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Real estate leasing segment revenue
|
$
|
27.5
|
|
|
$
|
24.9
|
|
|
10.4
|
%
|
Real estate leasing segment operating costs and expenses
|
(15.9
|
)
|
|
(14.4
|
)
|
|
10.4
|
%
|
||
Selling, general and administrative
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
%
|
||
Other income
|
0.1
|
|
|
0.2
|
|
|
(50.0
|
)%
|
||
Real estate leasing operating profit
|
$
|
11.2
|
|
|
$
|
10.2
|
|
|
9.8
|
%
|
Operating profit margin
|
40.7
|
%
|
|
41.0
|
%
|
|
|
|
||
Net Operating Income*
|
$
|
17.5
|
|
|
$
|
16.0
|
|
|
9.4
|
%
|
Leasable Space (million sq. ft.) — Improved
|
|
|
|
|
|
|||||
Mainland
|
5.9
|
|
|
6.5
|
|
|
|
|||
Hawaii
|
2.2
|
|
|
1.4
|
|
|
|
*
|
Refer to page 22 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
|
Dispositions
|
|
Acquisitions
|
||||||||||
Date
|
|
Property
|
|
Leasable sq. ft
|
|
Date
|
|
Property
|
|
Leasable sq. ft
|
||
1-13
|
|
Northpoint Industrial
|
|
119,400
|
|
|
1-13
|
|
Waianae Mall
|
|
170,300
|
|
9-13
|
|
Centennial Plaza
|
|
244,000
|
|
|
5-13
|
|
Napili Plaza
|
|
45,100
|
|
9-13
|
|
Issaquah Office Center
|
|
146,900
|
|
|
9-13
|
|
Pearl Highlands Center
|
|
415,000
|
|
|
|
|
|
|
|
9-13
|
|
The Shops at Kukui'ula
|
|
78,900
|
|
|
|
|
Total Dispositions
|
|
510,300
|
|
|
|
|
Total Acquisitions
|
|
709,300
|
|
|
Nine months ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Real estate leasing segment revenue
|
$
|
80.0
|
|
|
$
|
75.9
|
|
|
5.4
|
%
|
Real estate leasing segment operating costs and expenses
|
(46.1
|
)
|
|
(43.2
|
)
|
|
6.7
|
%
|
||
Selling, general and administrative
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(6.7
|
)%
|
||
Other income
|
0.2
|
|
|
0.2
|
|
|
—
|
%
|
||
Real estate leasing operating profit
|
$
|
32.7
|
|
|
$
|
31.4
|
|
|
4.1
|
%
|
Operating profit margin
|
40.9
|
%
|
|
41.4
|
%
|
|
|
|
||
Net Operating Income*
|
$
|
50.6
|
|
|
$
|
47.6
|
|
|
6.3
|
%
|
Leasable Space (million sq. ft.) — Improved
|
|
|
|
|
|
|||||
Mainland
|
5.9
|
|
|
6.5
|
|
|
|
|||
Hawaii
|
2.2
|
|
|
1.4
|
|
|
|
*
|
Refer to page 22 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2013
|
|
September 30, 2013
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Real estate leasing segment operating profit before discontinued operations
|
$
|
11.2
|
|
|
$
|
10.2
|
|
|
$
|
32.7
|
|
|
$
|
31.4
|
|
Less amounts reported in discontinued operations (pre-tax)
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(2.4
|
)
|
|
(2.9
|
)
|
||||
Real estate leasing segment operating profit after subtracting discontinued operations
|
10.5
|
|
|
9.2
|
|
|
30.3
|
|
|
28.5
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
6.0
|
|
|
5.5
|
|
|
17.8
|
|
|
16.6
|
|
||||
Straight-line lease adjustments
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(2.2
|
)
|
|
(2.7
|
)
|
||||
General and administrative expenses
|
0.8
|
|
|
0.7
|
|
|
2.3
|
|
|
2.3
|
|
||||
Discontinued operations
|
0.7
|
|
|
1.0
|
|
|
2.4
|
|
|
2.9
|
|
||||
Real estate leasing segment NOI
|
$
|
17.5
|
|
|
$
|
16.0
|
|
|
$
|
50.6
|
|
|
$
|
47.6
|
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Improved property sales revenue
|
$
|
37.3
|
|
|
$
|
—
|
|
|
—
|
%
|
Development sales revenue
|
4.4
|
|
|
—
|
|
|
—
|
%
|
||
Unimproved/other property sales revenue
|
5.7
|
|
|
8.4
|
|
|
(32.1
|
)%
|
||
Total real estate development and sales segment revenue
|
47.4
|
|
|
8.4
|
|
|
6X
|
|
||
Cost of real estate development and sales
|
(33.1
|
)
|
|
(1.1
|
)
|
|
30X
|
|
||
Operating expenses
|
(4.8
|
)
|
|
(2.9
|
)
|
|
65.5
|
%
|
||
Write down of The Shops at Kukui'ula joint venture investment
|
(6.3
|
)
|
|
—
|
|
|
—
|
%
|
||
Earnings (loss) from joint ventures
|
0.7
|
|
|
(1.1
|
)
|
|
NM
|
|
||
Other income
|
0.7
|
|
|
—
|
|
|
—
|
%
|
||
Total real estate development and sales operating profit
|
$
|
4.6
|
|
|
$
|
3.3
|
|
|
39.4
|
%
|
Real estate development and sales operating profit margin
|
9.7
|
%
|
|
39.3
|
%
|
|
|
|
Nine months ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Improved property sales revenue
|
$
|
52.2
|
|
|
$
|
5.0
|
|
|
10X
|
|
Development sales revenue
|
4.4
|
|
|
8.1
|
|
|
(45.7
|
)%
|
||
Unimproved/other property sales revenue
|
7.6
|
|
|
13.7
|
|
|
(44.5
|
)%
|
||
Total real estate development and sales segment revenue
|
64.2
|
|
|
26.8
|
|
|
139.6
|
%
|
||
Cost of real estate development and sales
|
(44.1
|
)
|
|
(10.2
|
)
|
|
4X
|
|
||
Operating expenses
|
(10.4
|
)
|
|
(8.8
|
)
|
|
18.2
|
%
|
||
Impairment and equity loss related to joint venture investments
|
(6.3
|
)
|
|
(9.8
|
)
|
|
(35.7
|
)%
|
||
Earnings (loss) from joint ventures
|
1.8
|
|
|
(3.7
|
)
|
|
NM
|
|
||
Other income
|
1.1
|
|
|
—
|
|
|
—
|
%
|
||
Total real estate development and sales operating profit (loss)
|
$
|
6.3
|
|
|
$
|
(5.7
|
)
|
|
NM
|
|
Real estate development and sales operating profit margin
|
9.8
|
%
|
|
NM
|
|
|
|
|
Quarter Ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Proceeds from the sale of income-producing properties
|
$
|
37.3
|
|
|
$
|
—
|
|
|
$
|
52.2
|
|
|
$
|
8.9
|
|
Real Estate Leasing revenue
|
$
|
1.3
|
|
|
$
|
1.6
|
|
|
$
|
4.0
|
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of income-producing properties
|
7.8
|
|
|
—
|
|
|
12.0
|
|
|
3.9
|
|
||||
Real Estate Leasing operating profit
|
0.7
|
|
|
1.0
|
|
|
2.4
|
|
|
2.9
|
|
||||
Total operating profit before taxes
|
8.5
|
|
|
1.0
|
|
|
14.4
|
|
|
6.8
|
|
||||
Income tax expense
|
3.2
|
|
|
0.4
|
|
|
5.5
|
|
|
2.7
|
|
||||
Income from discontinued operations
|
$
|
5.3
|
|
|
$
|
0.6
|
|
|
$
|
8.9
|
|
|
$
|
4.1
|
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Revenue
|
$
|
35.9
|
|
|
$
|
67.9
|
|
|
(47.1
|
)%
|
Operating profit
|
$
|
2.2
|
|
|
$
|
9.1
|
|
|
(75.8
|
)%
|
Operating profit margin
|
6.1
|
%
|
|
13.4
|
%
|
|
|
|||
Tons sugar produced
|
64,000
|
|
|
78,200
|
|
|
(18.2
|
)%
|
||
Tons sugar sold (raw and specialty sugar)
|
35,800
|
|
|
72,400
|
|
|
(50.6
|
)%
|
|
Nine months ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Revenue
|
$
|
94.1
|
|
|
$
|
121.4
|
|
|
(22.5
|
)%
|
Operating profit
|
$
|
14.3
|
|
|
$
|
19.6
|
|
|
(27.0
|
)%
|
Operating profit margin
|
15.2
|
%
|
|
16.1
|
%
|
|
|
|||
Tons sugar produced
|
138,600
|
|
|
137,500
|
|
|
0.8
|
%
|
||
Tons sugar sold (raw and specialty sugar)
|
72,200
|
|
|
108,400
|
|
|
(33.4
|
)%
|
|
Nine months ended September 30,
|
|||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|||||
Acquisition of property
|
$
|
82.4
|
|
|
$
|
2.9
|
|
|
28X
|
|
Real estate redevelopment/renovations
|
8.6
|
|
|
2.8
|
|
|
3X
|
|
||
Tenant improvements
|
3.6
|
|
|
2.9
|
|
|
24.1
|
%
|
||
Agribusiness and other
|
8.3
|
|
|
25.8
|
|
|
(67.8
|
)%
|
||
Total capital expenditures*
|
$
|
102.9
|
|
|
$
|
34.4
|
|
|
199.1
|
%
|
*
|
Capital expenditures for real estate developments to be held and sold as real estate development inventory are classified in condensed consolidated statement of cash flows as operating activities.
|
Property Type
|
Mid Year 2013
Vacancy Rate
|
Average Asking Rent Per Square Foot Per Month (NNN)
at September 30, 2013
|
Retail
|
4.1%
|
$3.40
|
Industrial
|
2.6%
|
$1.02
|
Office
|
12.9%
|
$1.57
|
(a)
|
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
|
(b)
|
Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
Period
|
Total Number of
Shares Purchased
|
Average Price
Paid per Share
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
Maximum Number
of Shares that
May Yet Be Purchased
Under the Plans
or Programs
|
Jul 1 - 31, 2013
|
--
|
$—
|
—
|
—
|
Aug 1 - 31, 2013
|
12,148 (1)
|
$40.09
|
—
|
—
|
Sep 1 - 30, 2013
|
--
|
$—
|
—
|
—
|
(1)
|
Represents shares accepted for the exercise of options and/or in satisfaction of tax withholding obligations arising upon option exercises or the vesting of restricted stock units.
|
2.1
|
Agreement and Plan of Merger by and among Alexander & Baldwin, Inc., A&B II, LLC, Grace Pacific Corporation, GPC Holdings, Inc. and Davide C. Hulihee, dated June 6, 2013 (incorporated by reference to Annex A to Amendment No. 2 to Form S-4 filed on August 20, 2013).
|
10.a.(xviii)
|
Modification to Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., Prudential Investment Management, Inc. and the other purchasers party thereto, dated as of September 27, 2013.
|
10.a.(xxii)
|
Loan Assumption and Amendment to Loan Documents, among PHSC Holdings, LLC, ABP Pearl Highlands LLC, Pearl Highlands LLC, and The Northwestern Mutual Life Insurance Company, dated September 17, 2013.
|
10.a.(xxiii)
|
Form of Lock-Up Agreement by and among Alexander & Baldwin, Inc., A&B II, LLC and the shareholder, dated June 6, 2013 (incorporated by reference to Exhibit 10.2 to Form S-4 filed July 5, 2013).
|
31.1
|
Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following information from Alexander & Baldwin, Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2013
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended
September 30, 2013
, and
September 30, 2012
, (ii) Condensed Consolidated Statement of Comprehensive Income for the
nine months ended
September 30, 2013
, and
September 30, 2012
, (iii) Condensed Consolidated Balance Sheets at
September 30, 2013
and
December 31, 2012
, (iv) Condensed Consolidated Statement of Cash Flows for the
nine months ended
September 30, 2013
, and
September 30, 2012
, and (v) the Notes to the Condensed Consolidated Financial Statements.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
ALEXANDER & BALDWIN, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 8, 2013
|
|
/s/ Paul K. Ito
|
|
|
|
Paul K. Ito
|
|
|
|
Senior Vice President,
|
|
|
|
Chief Financial Officer, Treasurer
|
|
|
|
and Controller
|
|
|
|
|
|
|
|
|
2.1
|
Agreement and Plan of Merger by and among Alexander & Baldwin, Inc., A&B II, LLC, Grace Pacific Corporation, GPC Holdings, Inc. and Davide C. Hulihee, dated June 6, 2013 (incorporated by reference to Annex A to Amendment No. 2 to Form S-4 filed on August 20, 2013).
|
10.a.(xviii)
|
Modification to Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., Prudential Investment Management, Inc. and the other purchasers party thereto, dated as of September 27, 2013.
|
10.a.(xxii)
|
Loan Assumption and Amendment to Loan Documents, among PHSC Holdings, LLC, ABP Pearl Highlands LLC, Pearl Highlands LLC, and The Northwestern Mutual Life Insurance Company, dated September 17, 2013.
|
10.a.(xxiii)
|
Form of Lock-Up Agreement by and among Alexander & Baldwin, Inc., A&B II, LLC and the shareholder, dated June 6, 2013 (incorporated by reference to Exhibit 10.2 to Form S-4 filed July 5, 2013).
|
31.1
|
Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following information from Alexander & Baldwin, Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2013
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the
nine
months ended
September 30, 2013
, and
September 30, 2012
, (ii) Condensed Consolidated Statement of Comprehensive Income for the three and
nine months ended
September 30, 2013
, and
September 30, 2012
, (iii) Condensed Consolidated Balance Sheets at
September 30, 2013
and
December 31, 2012
, (iv) Condensed Consolidated Statement of Cash Flows for the
nine months ended
September 30, 2013
, and
September 30, 2012
, and (v) the Notes to the Condensed Consolidated Financial Statements.
|
NOTARY CERTIFICATION STATEMENT
Document Identification or Description:
Loan Assumption and Amendment to Loan Documents
Doc. Date:
September 17, 2013
or
¨
Undated at time of notarization.
No. of Pages:
15
Jurisdiction: First Circuit
(in which notarial act is performed)
/s/ Pamela Simon September 10, 2013
Signature of Notary Date of Notarization and
Certification Statement
Pamela Simon
(Official Stamp or Seal)
Printed Name of Notary
|
NOTARY CERTIFICATION STATEMENT
Document Identification or Description:
Loan Assumption and Amendment to Loan Documents
Doc. Date:
September 17, 2013
or
¨
Undated at time of notarization.
No. of Pages:
15
Jurisdiction: First Circuit
(in which notarial act is performed)
/s/ Pamela Simon September 10, 2013
Signature of Notary Date of Notarization and
Certification Statement
Pamela Simon
(Official Stamp or Seal)
Printed Name of Notary
|
NOTARY CERTIFICATION STATEMENT
Document Identification or Description:
Loan Assumption and Amendment to Loan Documents
Doc. Date:
September 17, 2013
or
¨
Undated at time of notarization.
No. of Pages:
15
Jurisdiction: First Circuit
(in which notarial act is performed)
/s/ Pamela Simon September 10, 2013
Signature of Notary Date of Notarization and
Certification Statement Pamela Simon (Official Stamp or Seal)
Printed Name of Notary
|
NOTARY CERTIFICATION STATEMENT
Document Identification or Description:
Loan Assumption and Amendment to Loan Documents
Doc. Date:
September 17, 2013
or
¨
Undated at time of notarization.
No. of Pages:
15
Jurisdiction: First Circuit
(in which notarial act is performed)
/s/ Pamela Simon September 10, 2013
Signature of Notary Date of Notarization and
Certification Statement
Pamela Simon
(Official Stamp or Seal)
Printed Name of Notary
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By:
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Northwestern Mutual Real Estate Investments, LLC, a Delaware limited liability company, its wholly-owned affiliate and authorized representative
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Re:
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Modification to Agreement
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1.
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I have reviewed this quarterly report on Form 10-Q of Alexander & Baldwin, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By /s/ Stanley M. Kuriyama
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Stanley M. Kuriyama, President and
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Chief Executive Officer
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Date:
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November 8, 2013
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1.
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I have reviewed this quarterly report on Form 10-Q of Alexander & Baldwin, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By /s/ Paul K. Ito
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Paul K. Ito, Senior Vice President,
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Chief Financial Officer, Treasurer
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And Controller
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Date:
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November 8, 2013
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/
s/ Stanley M. Kuriyama
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Name:
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Stanley M. Kuriyama
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Title:
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President and Chief Executive Officer
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Date:
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November 8, 2013
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/
s/ Paul K. Ito
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Name:
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Paul K. Ito
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Title:
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Senior Vice President, Chief Financial Officer, Controller and Treasurer
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Date:
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November 8, 2013
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