|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2016
|
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
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
32.9
|
|
|
$
|
33.0
|
|
|
$
|
102.3
|
|
|
$
|
100.5
|
|
Real estate development and sales
|
12.8
|
|
|
19.9
|
|
|
13.4
|
|
|
87.8
|
|
||||
Materials and construction
|
52.1
|
|
|
51.0
|
|
|
144.8
|
|
|
165.3
|
|
||||
Agribusiness
|
40.9
|
|
|
40.8
|
|
|
89.7
|
|
|
95.5
|
|
||||
Total operating revenue
|
138.7
|
|
|
144.7
|
|
|
350.2
|
|
|
449.1
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of commercial real estate
|
19.4
|
|
|
20.8
|
|
|
60.3
|
|
|
61.3
|
|
||||
Cost of real estate development and sales
|
3.1
|
|
|
6.7
|
|
|
3.3
|
|
|
47.4
|
|
||||
Cost of construction contracts and materials
|
41.0
|
|
|
40.7
|
|
|
114.9
|
|
|
134.1
|
|
||||
Cost of agribusiness revenue
|
38.8
|
|
|
49.8
|
|
|
87.6
|
|
|
107.1
|
|
||||
Selling, general and administrative
|
14.7
|
|
|
12.6
|
|
|
42.6
|
|
|
41.3
|
|
||||
REIT evaluation costs
|
1.9
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
HC&S cessation costs
|
17.6
|
|
|
—
|
|
|
51.6
|
|
|
—
|
|
||||
Gain on the sale of improved property
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
(1.9
|
)
|
||||
Total operating costs and expenses
|
136.5
|
|
|
130.6
|
|
|
356.1
|
|
|
389.3
|
|
||||
Operating Income (Loss)
|
2.2
|
|
|
14.1
|
|
|
(5.9
|
)
|
|
59.8
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Income related to joint ventures
|
0.1
|
|
|
2.9
|
|
|
3.5
|
|
|
30.7
|
|
||||
Reductions in solar investments
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(9.7
|
)
|
|
(1.7
|
)
|
||||
Interest income and other
|
0.5
|
|
|
0.4
|
|
|
1.6
|
|
|
0.8
|
|
||||
Interest expense
|
(6.4
|
)
|
|
(6.5
|
)
|
|
(20.1
|
)
|
|
(20.2
|
)
|
||||
Income (Loss) Before Income Taxes
|
(3.8
|
)
|
|
10.8
|
|
|
(30.6
|
)
|
|
69.4
|
|
||||
Income tax expense (benefit)
|
(2.4
|
)
|
|
3.8
|
|
|
(21.6
|
)
|
|
26.4
|
|
||||
Net Income (Loss)
|
(1.4
|
)
|
|
7.0
|
|
|
(9.0
|
)
|
|
43.0
|
|
||||
Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
Net Income (Loss) Attributable to A&B Shareholders
|
$
|
(1.9
|
)
|
|
$
|
6.7
|
|
|
$
|
(10.1
|
)
|
|
$
|
41.8
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share (Note 4):
|
|
|
|
|
|
|
|
||||||||
Basic - Net income (loss) available to A&B shareholders
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.83
|
|
Diluted - Net income (loss) available to A&B shareholders
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
49.0
|
|
|
48.9
|
|
|
49.0
|
|
|
48.8
|
|
||||
Diluted
|
49.0
|
|
|
49.4
|
|
|
49.0
|
|
|
49.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends per share
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.18
|
|
|
$
|
0.15
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income (Loss)
|
$
|
(1.4
|
)
|
|
$
|
7.0
|
|
|
$
|
(9.0
|
)
|
|
$
|
43.0
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Unrealized interest rate hedging loss
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
||||
Reclassification adjustment for interest expense included in net loss
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) and prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Amortization of prior service credit included in net periodic pension cost
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
||||
Amortization of net loss included in net periodic pension cost
|
1.9
|
|
|
1.8
|
|
|
5.6
|
|
|
5.4
|
|
||||
Income taxes related to other comprehensive income
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
||||
Other Comprehensive Income
|
1.0
|
|
|
0.9
|
|
|
1.5
|
|
|
2.2
|
|
||||
Comprehensive Income (Loss)
|
$
|
(0.4
|
)
|
|
$
|
7.9
|
|
|
$
|
(7.5
|
)
|
|
$
|
45.2
|
|
Comprehensive income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
Comprehensive income (loss) attributable to A&B shareholders
|
$
|
(0.9
|
)
|
|
$
|
7.6
|
|
|
$
|
(8.6
|
)
|
|
$
|
44.0
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5.8
|
|
|
$
|
1.3
|
|
Accounts and other notes receivable, net
|
38.4
|
|
|
38.6
|
|
||
Contracts retention
|
12.4
|
|
|
11.5
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
16.6
|
|
|
16.3
|
|
||
Inventories
|
47.3
|
|
|
55.9
|
|
||
Income tax receivable
|
11.5
|
|
|
14.0
|
|
||
Prepaid expenses and other assets
|
12.6
|
|
|
14.9
|
|
||
Total current assets
|
144.6
|
|
|
152.5
|
|
||
Investments in Affiliates
|
430.8
|
|
|
416.4
|
|
||
Real Estate Developments
|
192.6
|
|
|
183.5
|
|
||
Property – net
|
1,256.1
|
|
|
1,269.4
|
|
||
Intangible Assets - net
|
55.8
|
|
|
54.4
|
|
||
Goodwill
|
102.3
|
|
|
102.3
|
|
||
Other Assets
|
42.0
|
|
|
63.8
|
|
||
Total assets
|
$
|
2,224.2
|
|
|
$
|
2,242.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
82.4
|
|
|
$
|
90.4
|
|
Accounts payable
|
30.1
|
|
|
35.5
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
2.7
|
|
|
2.6
|
|
||
Accrued interest
|
3.9
|
|
|
5.5
|
|
||
Indemnity holdback related to Grace acquisition
|
9.3
|
|
|
9.3
|
|
||
HC&S cessation related liabilities - current
|
16.9
|
|
|
6.4
|
|
||
Accrued and other liabilities
|
36.2
|
|
|
35.0
|
|
||
Total current liabilities
|
181.5
|
|
|
184.7
|
|
||
Long-term Liabilities:
|
|
|
|
||||
Long-term debt
|
523.9
|
|
|
496.6
|
|
||
Deferred income taxes
|
184.2
|
|
|
202.1
|
|
||
Accrued pension and postretirement benefits
|
58.6
|
|
|
59.7
|
|
||
Other non-current liabilities
|
49.6
|
|
|
60.5
|
|
||
Total long-term liabilities
|
816.3
|
|
|
818.9
|
|
||
Commitments and Contingencies (Note 3)
|
|
|
|
||||
Redeemable Noncontrolling Interest
|
11.6
|
|
|
11.6
|
|
||
Equity:
|
|
|
|
||||
Common stock
|
1,156.2
|
|
|
1,151.7
|
|
||
Accumulated other comprehensive loss
|
(43.8
|
)
|
|
(45.3
|
)
|
||
Retained earnings
|
98.7
|
|
|
117.2
|
|
||
Total A&B shareholders' equity
|
1,211.1
|
|
|
1,223.6
|
|
||
Noncontrolling interest
|
3.7
|
|
|
3.5
|
|
||
Total equity
|
1,214.8
|
|
|
1,227.1
|
|
||
Total liabilities and equity
|
$
|
2,224.2
|
|
|
$
|
2,242.3
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
$
|
48.4
|
|
|
$
|
115.3
|
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures for property, plant and equipment
|
(105.3
|
)
|
|
(34.9
|
)
|
||
Capital expenditures related to 1031 commercial property transactions
|
(6.2
|
)
|
|
(1.3
|
)
|
||
Proceeds from disposal of property and other assets
|
11.4
|
|
|
5.1
|
|
||
Proceeds from disposals related to 1031 commercial property transactions
|
59.3
|
|
|
25.2
|
|
||
Payments for purchases of investments in affiliates and investments
|
(36.0
|
)
|
|
(22.5
|
)
|
||
Proceeds from investments in affiliates
|
6.0
|
|
|
37.6
|
|
||
Change in restricted cash associated with 1031 transactions
|
16.2
|
|
|
(2.7
|
)
|
||
Net cash provided by (used in) investing activities
|
(54.6
|
)
|
|
6.5
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
222.0
|
|
|
71.0
|
|
||
Payments of long-term debt and deferred financing charges
|
(191.1
|
)
|
|
(182.1
|
)
|
||
Payments under line-of-credit, net
|
(11.8
|
)
|
|
(0.4
|
)
|
||
Dividends paid
|
(8.8
|
)
|
|
(7.4
|
)
|
||
Distributions to non-controlling interest
|
(0.5
|
)
|
|
(1.1
|
)
|
||
(Tax withholding payments) proceeds from issuance of capital stock and other, net
|
0.9
|
|
|
(0.5
|
)
|
||
Net cash provided by (used in) financing activities
|
10.7
|
|
|
(120.5
|
)
|
||
Cash and Cash Equivalents:
|
|
|
|
||||
Net increase for the period
|
4.5
|
|
|
1.3
|
|
||
Balance, beginning of period
|
1.3
|
|
|
2.8
|
|
||
Balance, end of period
|
$
|
5.8
|
|
|
$
|
4.1
|
|
|
|
|
|
||||
Other Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
(22.1
|
)
|
|
$
|
(23.3
|
)
|
Income taxes paid
|
$
|
—
|
|
|
$
|
(5.4
|
)
|
Non-cash Investing Activities:
|
|
|
|
||||
Land contributed into real estate joint venture
|
$
|
—
|
|
|
$
|
9.6
|
|
Capital expenditures included in accounts payable and accrued expenses
|
$
|
7.7
|
|
|
$
|
3.7
|
|
|
Total Equity
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Redeem-
|
|||||||||||||||
|
|
Common
|
Other
|
|
|
|
|
|
|
able
|
|||||||||||||||||
|
|
Stock
|
Compre-
|
|
|
Non-
|
|
|
|
Non-
|
|||||||||||||||||
|
|
|
|
Stated
|
hensive
|
Retained
|
|
Controlling
|
|
|
|
Controlling
|
|||||||||||||||
|
|
Shares
|
|
Value
|
|
Loss
|
|
Earnings
|
|
interest
|
|
Total
|
|
interest
|
|||||||||||||
Balance, January 1, 2015
|
|
48.8
|
|
|
$
|
1,147.3
|
|
|
$
|
(44.4
|
)
|
|
$
|
101.0
|
|
|
$
|
10.9
|
|
|
$
|
1,214.8
|
|
|
$
|
—
|
|
Net income
|
|
|
|
|
|
|
|
41.8
|
|
|
1.2
|
|
|
43.0
|
|
|
—
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
2.2
|
|
|
|
|||||||||||
Dividends paid on common stock ($0.15 per share)
|
|
|
|
|
|
|
|
(7.4
|
)
|
|
|
|
(7.4
|
)
|
|
|
|||||||||||
Reclassification of redeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(8.5
|
)
|
|
(8.5
|
)
|
|
8.5
|
|
||||||||||
Adjustments to redemption value of redeemable noncontrolling interest
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
|
(1.3
|
)
|
|
1.3
|
|
||||||||||
Share-based compensation
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|||||||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
(0.4
|
)
|
|
|
|
—
|
|
|
|
|
(0.4
|
)
|
|
|
|||||||||
Balance, September 30, 2015
|
|
48.9
|
|
|
$
|
1,150.3
|
|
|
$
|
(42.2
|
)
|
|
$
|
134.1
|
|
|
$
|
3.6
|
|
|
$
|
1,245.8
|
|
|
$
|
9.8
|
|
|
Total Equity
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Redeem-
|
|||||||||||||||
|
|
Common
|
Other
|
|
|
|
|
|
|
able
|
|||||||||||||||||
|
|
Stock
|
Compre-
|
|
|
Non-
|
|
|
|
Non-
|
|||||||||||||||||
|
|
|
|
Stated
|
hensive
|
Retained
|
|
Controlling
|
|
|
|
Controlling
|
|||||||||||||||
|
|
Shares
|
|
Value
|
|
Loss
|
|
Earnings
|
|
interest
|
|
Total
|
|
interest
|
|||||||||||||
Balance, January 1, 2016
|
|
48.9
|
|
|
$
|
1,151.7
|
|
|
$
|
(45.3
|
)
|
|
$
|
117.2
|
|
|
$
|
3.5
|
|
|
$
|
1,227.1
|
|
|
$
|
11.6
|
|
Net (loss) income
|
|
|
|
|
|
|
|
(10.1
|
)
|
|
0.2
|
|
|
(9.9
|
)
|
|
0.9
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
1.5
|
|
|
|
|||||||||||
Dividends paid on common stock ($0.18 per share)
|
|
|
|
|
|
|
|
(8.8
|
)
|
|
|
|
(8.8
|
)
|
|
|
|||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||||||
Adjustments to redemption value of redeemable noncontrolling interest
|
|
|
|
|
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
(0.8
|
)
|
|||||||||
Share-based compensation
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|||||||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
1.4
|
|
|
|
|
(0.4
|
)
|
|
|
|
1.0
|
|
|
|
|||||||||
Balance, September 30, 2016
|
|
49.0
|
|
|
$
|
1,156.2
|
|
|
$
|
(43.8
|
)
|
|
$
|
98.7
|
|
|
$
|
3.7
|
|
|
$
|
1,214.8
|
|
|
$
|
11.6
|
|
1.
|
DESCRIPTION OF BUSINESS
|
2.
|
BASIS OF PRESENTATION
|
|
Other assets
|
|
Total assets
|
|
Long-term debt
|
|
Total liabilities and equity
|
||||||||
Previously reported
|
$
|
65.0
|
|
|
$
|
2,243.5
|
|
|
$
|
497.8
|
|
|
$
|
2,243.5
|
|
Debt Issuance Costs
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||
Current presentation
|
$
|
63.8
|
|
|
$
|
2,242.3
|
|
|
$
|
496.6
|
|
|
$
|
2,242.3
|
|
3.
|
COMMITMENTS AND CONTINGENCIES
|
Standby letters of credit
1
|
$
|
12.7
|
|
Bonds related to real estate and construction
2
|
$
|
423.4
|
|
4.
|
EARNINGS PER SHARE ("EPS")
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(1.4
|
)
|
|
$
|
7.0
|
|
|
$
|
(9.0
|
)
|
|
$
|
43.0
|
|
Less: Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
Net income (loss) attributable to A&B shareholders
|
(1.9
|
)
|
|
6.7
|
|
|
$
|
(10.1
|
)
|
|
$
|
41.8
|
|
||
Less: Undistributed earnings (losses) allocated from redeemable noncontrolling interests
|
0.4
|
|
|
(1.3
|
)
|
|
0.9
|
|
|
(1.3
|
)
|
||||
Net income (loss) available to A&B shareholders
|
$
|
(1.5
|
)
|
|
$
|
5.4
|
|
|
$
|
(9.2
|
)
|
|
$
|
40.5
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Denominator for basic EPS – weighted average shares
|
49.0
|
|
|
48.9
|
|
|
49.0
|
|
|
48.8
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
Employee/director stock options and restricted stock units
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Denominator for diluted EPS – weighted average shares
|
49.0
|
|
|
49.4
|
|
|
49.0
|
|
|
49.3
|
|
5.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
6.
|
INVENTORIES
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Sugar inventories
|
$
|
14.9
|
|
|
$
|
16.3
|
|
Asphalt
|
9.8
|
|
|
12.8
|
|
||
Processed rock, portland cement, and sand
|
12.3
|
|
|
12.2
|
|
||
Work in process
|
3.4
|
|
|
3.7
|
|
||
Retail merchandise
|
1.8
|
|
|
1.6
|
|
||
Parts, materials and supplies inventories
|
5.1
|
|
|
9.3
|
|
||
Total
|
$
|
47.3
|
|
|
$
|
55.9
|
|
7.
|
SHARE-BASED PAYMENT AWARDS
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, January 1, 2016
|
1,098.6
|
|
|
$
|
18.81
|
|
|
|
|
|
||
Exercised
|
(172.1
|
)
|
|
$
|
23.68
|
|
|
|
|
|
||
Outstanding, September 30, 2016
|
926.5
|
|
|
$
|
17.91
|
|
|
3.3
|
|
$
|
18,788
|
|
Exercisable, September 30, 2016
|
926.5
|
|
|
$
|
17.91
|
|
|
3.3
|
|
$
|
18,788
|
|
|
2012
Plan
Restricted
Stock
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Outstanding, January 1, 2016
|
271.9
|
|
|
$
|
37.74
|
|
Granted
|
154.3
|
|
|
$
|
31.04
|
|
Vested
|
(69.0
|
)
|
|
$
|
38.00
|
|
Canceled
|
(56.3
|
)
|
|
$
|
39.28
|
|
Outstanding, September 30, 2016
|
300.9
|
|
|
$
|
33.96
|
|
|
2016 Grants
|
|
2015 Grants
|
Volatility of A&B common stock
|
26.3%
|
|
29.5%
|
Average volatility of peer companies
|
27.7%
|
|
34.2%
|
Risk-free interest rate
|
1.1%
|
|
0.7%
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Share-based compensation expense (net of estimated forfeitures):
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
3.1
|
|
|
3.4
|
|
||
Total share-based compensation expense
|
1.0
|
|
|
1.1
|
|
|
3.1
|
|
|
3.4
|
|
||||
Total recognized tax benefit
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Share-based compensation expense (net of tax)
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
$
|
2.0
|
|
|
$
|
2.3
|
|
8.
|
RELATED PARTY TRANSACTIONS
|
9.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2.2
|
|
|
2.0
|
|
|
0.2
|
|
|
0.1
|
|
||||
Expected return on plan assets
|
(2.5
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss
|
1.9
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
1.9
|
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
2.4
|
|
|
$
|
2.3
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
6.7
|
|
|
6.0
|
|
|
0.4
|
|
|
0.3
|
|
||||
Expected return on plan assets
|
(7.5
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(0.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss
|
5.5
|
|
|
4.5
|
|
|
0.1
|
|
|
0.1
|
|
||||
Net periodic benefit cost
|
$
|
5.6
|
|
|
$
|
3.9
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
10.
|
ACQUISITIONS
|
Assets acquired:
|
|
||
Land
|
$
|
40.5
|
|
Building
|
36.8
|
|
|
In-place leases
|
7.0
|
|
|
Favorable leases
|
1.3
|
|
|
Total assets acquired
|
85.6
|
|
|
|
|
||
Total liabilities assumed
|
3.2
|
|
|
|
|
||
Net assets acquired
|
$
|
82.4
|
|
11.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
Employee Benefit Plans
|
|
Interest Rate Swap
|
|
Total
|
||||||
Beginning balance, January 1, 2016
|
$
|
(45.3
|
)
|
|
$
|
—
|
|
|
$
|
(45.3
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
3.0
|
|
|
0.1
|
|
|
3.1
|
|
|||
Ending balance, September 30, 2016
|
$
|
(42.3
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(43.8
|
)
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Details about Other Comprehensive Income Components
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts reclassified for interest expense included in net loss
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Actuarial gain (loss)*
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Amortization of defined benefit pension items reclassified to net periodic pension cost:
|
|
|
|
|
|
|
|
|
||||||||
Net loss*
|
|
1.9
|
|
|
1.8
|
|
|
5.6
|
|
|
5.4
|
|
||||
Prior service credit*
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
||||
Total before income tax
|
|
1.8
|
|
|
1.4
|
|
|
5.0
|
|
|
3.6
|
|
||||
Income taxes
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(1.9
|
)
|
|
(1.4
|
)
|
||||
Other comprehensive income net of tax
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
|
$
|
3.1
|
|
|
$
|
2.2
|
|
12.
|
INCOME TAXES
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Waihonu
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
KRS II
|
0.2
|
|
|
0.1
|
|
|
1.0
|
|
|
1.7
|
|
||||
Total
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
9.7
|
|
|
$
|
1.7
|
|
13.
|
Notes Payable and Long-Term Debt:
|
|
2016
|
|
2015
|
||||
Revolving Credit Loans, (2.2% for 2016 and 2.10% for 2015)
|
$
|
68.0
|
|
|
$
|
77.8
|
|
Term Loans:
|
|
|
|
||||
3.90%, payable through 2024
|
71.5
|
|
|
75.0
|
|
||
6.90%, payable through 2020
|
65.0
|
|
|
75.0
|
|
||
3.88%, payable through 2027
|
50.0
|
|
|
50.0
|
|
||
5.55%, payable through 2026
|
46.0
|
|
|
47.0
|
|
||
5.53%, payable through 2024
|
28.5
|
|
|
31.5
|
|
||
5.56%, payable through 2026
|
25.0
|
|
|
25.0
|
|
||
4.35%, payable through 2026
|
22.0
|
|
|
23.4
|
|
||
4.15%, payable through 2024, secured by Pearl Highlands Center (a)
|
90.5
|
|
|
91.9
|
|
||
LIBOR plus 1.5%, payable through 2021, secured by Kailua Town Center III (b)
|
10.8
|
|
|
11.0
|
|
||
LIBOR plus 2.66%, payable through 2016, secured by The Shops at Kukui'ula (c)
|
35.2
|
|
|
37.0
|
|
||
LIBOR plus 2.63%, payable through 2016, secured by Kahala Estate Properties (d)
|
6.3
|
|
|
8.2
|
|
||
LIBOR plus 1.35%, payable through 2029, secured by Manoa Marketplace (f)
|
60.0
|
|
|
—
|
|
||
5.19%, payable through 2019
|
6.9
|
|
|
8.4
|
|
||
6.38%, payable through 2017, secured by Midstate Hayes
|
8.2
|
|
|
8.2
|
|
||
LIBOR plus 1.0%, payable through 2021, secured by asphalt terminal (e)
|
6.0
|
|
|
6.9
|
|
||
1.85%, payable through 2017
|
3.2
|
|
|
5.2
|
|
||
3.31%, payable through 2018
|
3.3
|
|
|
4.6
|
|
||
2.00%, payable through 2018
|
1.0
|
|
|
1.5
|
|
||
2.65%, payable through 2016
|
0.1
|
|
|
0.6
|
|
||
Subtotal
|
607.5
|
|
|
588.2
|
|
||
Less debt issuance costs
|
(1.2
|
)
|
|
(1.2
|
)
|
||
Total debt
|
606.3
|
|
|
587.0
|
|
||
Less current portion
|
(82.4
|
)
|
|
(90.4
|
)
|
||
Long-term debt
|
$
|
523.9
|
|
|
$
|
496.6
|
|
(a)
|
On December 1, 2014, the Company refinanced and increased the amount of the loan secured by Pearl Highlands Center.
|
(b)
|
Loan has a stated interest rate of LIBOR plus
1.5%
, but is swapped through maturity to a
5.95%
fixed rate.
|
(c)
|
Loan has an effective interest rate of
2.52%
for 2016 and
2.83%
for 2015.
|
(d)
|
Loan has an effective interest rate of
3.15%
for 2016 and
2.82%
for 2015.
|
(e)
|
Loan has a stated interest rate of LIBOR plus
1.0%
, but is swapped through maturity to a
5.98%
fixed rate.
|
(f)
|
Loan has a stated interest rate of LIBOR plus
1.35%
, but is swapped through maturity to a
3.135%
fixed rate.
|
14.
|
CESSATION OF HC&S SUGAR OPERATIONS
|
|
|
Charges Recognized During Quarter
|
|
Charges Recognized During YTD 2016
|
|
Cumulative Amount Recognized as of
September 30, 2016
|
|
Range of Expected Remaining Cessation Charges
|
|
Total
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||||||||
Employee severance benefits and related costs
|
|
$
|
1.7
|
|
|
$
|
6.7
|
|
|
$
|
20.1
|
|
|
$
|
2.9
|
|
|
$
|
7.4
|
|
|
$
|
23.0
|
|
|
$
|
27.5
|
|
Asset write-offs and accelerated depreciation
|
|
14.5
|
|
|
40.6
|
|
|
49.8
|
|
|
10.2
|
|
|
17.2
|
|
|
59.0
|
|
|
66.0
|
|
|||||||
Property removal, restoration and other exit-related costs
|
|
1.4
|
|
|
4.3
|
|
|
4.3
|
|
|
9.7
|
|
|
14.2
|
|
|
15.0
|
|
|
19.5
|
|
|||||||
Total cessation costs
|
|
$
|
17.6
|
|
|
$
|
51.6
|
|
|
$
|
74.2
|
|
|
$
|
22.8
|
|
|
$
|
38.8
|
|
|
$
|
97.0
|
|
|
$
|
113.0
|
|
|
|
Employee Severance Benefits and Related Costs
|
|
Other Exit Costs
1
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
13.4
|
|
|
$
|
4.1
|
|
|
$
|
17.5
|
|
Expense
|
|
7.1
|
|
|
1.2
|
|
|
8.3
|
|
|||
Cash payments
|
|
(6.9
|
)
|
|
(1.2
|
)
|
|
(8.1
|
)
|
|||
Change in estimates
2
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Balance at September 30, 2016
|
|
$
|
13.1
|
|
|
$
|
4.1
|
|
|
$
|
17.2
|
|
|
|
Classification on Balance Sheet
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Current:
|
|
|
|
|
|
|
||||
Employee severance benefits and related costs
|
|
HC&S Cessation Related Liabilities - Current
|
|
$
|
13.1
|
|
|
$
|
5.8
|
|
Other exit costs
|
|
HC&S Cessation Related Liabilities - Current
|
|
3.8
|
|
|
0.6
|
|
||
Total current portion
|
|
|
|
16.9
|
|
|
6.4
|
|
||
Long-term:
|
|
|
|
|
|
|
||||
Employee severance benefits and related costs
|
|
Other Non-Current Liabilities
|
|
—
|
|
|
7.6
|
|
||
Other exit costs
|
|
Other Non-Current Liabilities
|
|
0.3
|
|
|
3.5
|
|
||
Total long-term portion
|
|
|
|
0.3
|
|
|
11.1
|
|
||
Total Cessation-related liabilities
|
|
|
|
$
|
17.2
|
|
|
$
|
17.5
|
|
16.
|
DERIVATIVE INSTRUMENTS
|
|
|
|
|
Notional Amount
|
|
Fair Value at
|
|
||||||||
Effective
Date
|
Maturity Date
|
Interest Rate
|
|
September 30, 2016
|
|
September 30, 2016
|
|
December 31, 2015
|
Balance Sheet
Classification
|
||||||
April 7, 2016
|
August 1, 2029
|
3.135%
|
|
$
|
60.0
|
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
Other non-current liabilities
|
Effective
|
|
|
|
Notional Amount
|
|
Fair Value at
|
Balance Sheet
|
||||||||
Date
|
Maturity Date
|
Interest Rate
|
|
September 30, 2016
|
|
September 30, 2016
|
|
December 31, 2015
|
Classification
|
||||||
January 1, 2014
|
September 1, 2021
|
5.95%
|
|
$
|
11.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
(1.7
|
)
|
Other non-current liabilities
|
June 8, 2008
|
March 1, 2021
|
5.98%
|
|
$
|
6.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
Other non-current liabilities
|
Total
|
|
|
|
$
|
17.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
(2.5
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives in Designated Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
||||||||
Amount of (gain) loss recognized in OCI on derivatives (effective portion)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
Amount of (gain) loss reclassified from accumulated OCI into earnings under "interest expense" (ineffective portion and amount excluded from effectiveness testing)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Amount of (gain) loss on derivatives recognized in earnings under "interest expense" (ineffective portion and amount excluded from effectiveness testing)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives Not Designated as Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
||||||||
Amount of realized and unrealized loss on derivatives recognized in earnings under "interest income and other"
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
17.
|
SEGMENT RESULTS
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
1
|
$
|
32.9
|
|
|
$
|
33.0
|
|
|
$
|
102.3
|
|
|
$
|
100.5
|
|
Development and sales
|
12.8
|
|
|
19.9
|
|
|
74.1
|
|
|
108.8
|
|
||||
Reconciling item
2
|
—
|
|
|
—
|
|
|
(60.7
|
)
|
|
(21.0
|
)
|
||||
Materials and construction
1
|
52.1
|
|
|
51.0
|
|
|
144.8
|
|
|
165.3
|
|
||||
Agribusiness
1
|
40.9
|
|
|
40.8
|
|
|
89.7
|
|
|
95.5
|
|
||||
Total revenue
|
$
|
138.7
|
|
|
$
|
144.7
|
|
|
$
|
350.2
|
|
|
$
|
449.1
|
|
Operating Profit (Loss):
|
|
|
|
|
|
|
|
||||||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
13.7
|
|
|
$
|
12.5
|
|
|
$
|
42.6
|
|
|
$
|
39.6
|
|
Development and sales
|
6.6
|
|
|
11.2
|
|
|
7.8
|
|
|
57.5
|
|
||||
Materials and construction
|
5.6
|
|
|
7.5
|
|
|
18.5
|
|
|
21.7
|
|
||||
Agribusiness operations
|
1.9
|
|
|
(9.0
|
)
|
|
1.7
|
|
|
(11.8
|
)
|
||||
HC&S cessation costs
3
|
(17.6
|
)
|
|
—
|
|
|
(51.6
|
)
|
|
—
|
|
||||
Total operating profit
|
10.2
|
|
|
22.2
|
|
|
19.0
|
|
|
107.0
|
|
||||
Interest expense
|
(6.4
|
)
|
|
(6.5
|
)
|
|
(20.1
|
)
|
|
(20.2
|
)
|
||||
General corporate expenses
|
(5.5
|
)
|
|
(4.8
|
)
|
|
(16.0
|
)
|
|
(15.7
|
)
|
||||
REIT evaluation costs
|
(1.9
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
||||
Reduction in solar investments
4
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(9.7
|
)
|
|
(1.7
|
)
|
||||
Income (loss) before income taxes
|
(3.8
|
)
|
|
10.8
|
|
|
(30.6
|
)
|
|
69.4
|
|
||||
Income tax expense (benefit)
|
(2.4
|
)
|
|
3.8
|
|
|
(21.6
|
)
|
|
26.4
|
|
||||
Net income (loss)
|
(1.4
|
)
|
|
7.0
|
|
|
(9.0
|
)
|
|
43.0
|
|
||||
Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
Net income (loss) attributable to A&B
|
$
|
(1.9
|
)
|
|
$
|
6.7
|
|
|
$
|
(10.1
|
)
|
|
$
|
41.8
|
|
1
|
Inter-segment revenue during the each of the three and nine month periods ended
September 30, 2016
and 2015 were immaterial.
|
2
|
Represents the sales of
two
California and
one
Utah property in June 2016 and a Colorado retail property in March 2015 and a Texas office building in June 2015 that are classified as "Gain on the sale of improved property" in the Condensed Consolidated Statements of Operations, but reflected as revenue for segment reporting purposes.
|
3
|
Costs related to the cessation of HC&S sugar operations. See Note 14.
|
4
|
Amounts represent reductions in the carrying values of the Company's solar investments. See Note 12.
|
18.
|
SUBSEQUENT EVENTS
|
•
|
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, 2016
and
2015
.
|
•
|
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
nine months
ended
September 30, 2016
and
2015
, 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)
|
2016
|
|
2015
|
|
Change
|
|||||
Operating revenue
|
$
|
138.7
|
|
|
$
|
144.7
|
|
|
(4.1
|
)%
|
Operating costs and expenses
|
136.5
|
|
|
130.6
|
|
|
4.5
|
%
|
||
Operating income (loss)
|
2.2
|
|
|
14.1
|
|
|
(84.4
|
)%
|
||
Other income (expense)
|
(6.0
|
)
|
|
(3.3
|
)
|
|
81.8
|
%
|
||
Income (loss) before income taxes
|
(3.8
|
)
|
|
10.8
|
|
|
NM
|
|
||
Income tax expense (benefit)
|
(2.4
|
)
|
|
3.8
|
|
|
NM
|
|
||
Net income (loss)
|
(1.4
|
)
|
|
7.0
|
|
|
NM
|
|
||
Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
66.7
|
%
|
||
Net income (loss) attributable to A&B
|
$
|
(1.9
|
)
|
|
$
|
6.7
|
|
|
NM
|
|
|
|
|
|
|
|
|||||
Basic earnings (loss) per share available to A&B
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
NM
|
|
Diluted earnings (loss) per share available to A&B
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
NM
|
|
|
Nine Months Ended September 30,
|
|
|
|||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Operating revenue
|
$
|
350.2
|
|
|
$
|
449.1
|
|
|
(22.0
|
)%
|
Operating costs and expenses
|
356.1
|
|
|
389.3
|
|
|
(8.5
|
)%
|
||
Operating income (loss)
|
(5.9
|
)
|
|
59.8
|
|
|
NM
|
|
||
Other income (expense)
|
(24.7
|
)
|
|
9.6
|
|
|
NM
|
|
||
Income (loss) before income taxes
|
(30.6
|
)
|
|
69.4
|
|
|
NM
|
|
||
Income tax expense (benefit)
|
(21.6
|
)
|
|
26.4
|
|
|
NM
|
|
||
Net income (loss)
|
(9.0
|
)
|
|
43.0
|
|
|
NM
|
|
||
Income attributable to noncontrolling interest
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(8.3
|
)%
|
||
Net income (loss) attributable to A&B
|
$
|
(10.1
|
)
|
|
$
|
41.8
|
|
|
NM
|
|
|
|
|
|
|
|
|||||
Basic earnings (loss) per share available to A&B
|
$
|
(0.19
|
)
|
|
$
|
0.83
|
|
|
NM
|
|
Diluted earnings (loss) per share available to A&B
|
$
|
(0.19
|
)
|
|
$
|
0.82
|
|
|
NM
|
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Commercial Real Estate segment operating revenue
|
$
|
32.9
|
|
|
$
|
33.0
|
|
|
(0.3
|
)%
|
Commercial Real Estate segment operating costs and expenses
|
(18.9
|
)
|
|
(20.3
|
)
|
|
(6.9
|
)%
|
||
Selling, general and administrative
|
(0.4
|
)
|
|
(0.4
|
)
|
|
—
|
%
|
||
Other income
|
0.1
|
|
|
0.2
|
|
|
(50.0
|
)%
|
||
Commercial Real Estate operating profit
|
$
|
13.7
|
|
|
$
|
12.5
|
|
|
9.6
|
%
|
Operating profit margin
|
41.6
|
%
|
|
37.9
|
%
|
|
|
|||
Operating Profit by location
|
|
|
|
|
|
|||||
Hawaii
|
$
|
12.9
|
|
|
$
|
11.2
|
|
|
15.2
|
%
|
Mainland
|
0.8
|
|
|
1.3
|
|
|
(38.5
|
)%
|
||
Total
|
$
|
13.7
|
|
|
$
|
12.5
|
|
|
9.6
|
%
|
Net Operating Income
1
|
|
|
|
|
|
|
||||
Hawaii
|
$
|
18.5
|
|
|
$
|
16.4
|
|
|
12.8
|
%
|
Mainland
|
2.6
|
|
|
4.0
|
|
|
(35.0
|
)%
|
||
Total
|
$
|
21.1
|
|
|
$
|
20.4
|
|
|
3.4
|
%
|
Leasable Space (million sq. ft.) at period end
|
|
|
|
|
|
|||||
Hawaii - improved
|
2.9
|
|
|
2.7
|
|
|
|
|||
Mainland - improved
|
1.8
|
|
|
2.3
|
|
|
|
|||
Total improved
|
4.7
|
|
|
5.0
|
|
|
|
|||
Hawaii urban ground leases (acres)
|
105
|
|
|
106
|
|
|
|
1
|
Refer to pages
25
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.
|
||
12-15
|
|
Union Bank
|
|
84,000
|
|
|
1-16
|
|
Manoa Marketplace
|
|
139,300
|
|
6-16
|
|
Ninigret Office Park
|
|
185,500
|
|
|
|
|
|
|
|
|
6-16
|
|
Gateway Oaks
|
|
59,700
|
|
|
|
|
|
|
|
|
6-16
|
|
Prospect Park
|
|
163,300
|
|
|
|
|
|
|
|
|
|
|
Total Dispositions
|
|
492,500
|
|
|
|
|
Total Improved Acquisitions
|
|
139,300
|
|
|
Nine Months Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Commercial Real Estate segment revenue
|
$
|
102.3
|
|
|
$
|
100.5
|
|
|
1.8
|
%
|
Commercial Real Estate segment operating costs and expenses
|
(58.8
|
)
|
|
(60.4
|
)
|
|
(2.6
|
)%
|
||
Selling, general and administrative
|
(1.2
|
)
|
|
(1.3
|
)
|
|
(7.7
|
)%
|
||
Other income
|
0.3
|
|
|
0.8
|
|
|
(62.5
|
)%
|
||
Commercial Real Estate operating profit
|
$
|
42.6
|
|
|
$
|
39.6
|
|
|
7.6
|
%
|
Operating profit margin
|
41.6
|
%
|
|
39.4
|
%
|
|
|
|||
Operating Profit by location
|
|
|
|
|
|
|||||
Hawaii
|
$
|
38.7
|
|
|
$
|
34.8
|
|
|
11.2
|
%
|
Mainland
|
3.9
|
|
|
4.8
|
|
|
(18.8
|
)%
|
||
Total
|
$
|
42.6
|
|
|
$
|
39.6
|
|
|
7.6
|
%
|
Net Operating Income
1
|
|
|
|
|
|
|||||
Hawaii
|
$
|
55.3
|
|
|
$
|
49.7
|
|
|
11.3
|
%
|
Mainland
|
10.5
|
|
|
13.0
|
|
|
(19.2
|
)%
|
||
Total
|
$
|
65.8
|
|
|
$
|
62.7
|
|
|
4.9
|
%
|
1
|
Refer to pages 25 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
|
|
|
Quarter Ended September 30,
|
|||||||||||||||||||||
(dollars in millions)
|
|
|
2016
|
|
|
|
2015
|
|
|
|
|||||||||||||
|
|
Hawaii
|
Mainland
|
Total
|
|
Hawaii
|
Mainland
|
Total
|
|
Change
|
|||||||||||||
Commercial Real Estate segment operating profit
|
|
$
|
12.9
|
|
$
|
0.8
|
|
$
|
13.7
|
|
|
$
|
11.2
|
|
$
|
1.3
|
|
$
|
12.5
|
|
|
9.6
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation and amortization
|
|
5.4
|
|
1.6
|
|
7.0
|
|
|
5.0
|
|
2.4
|
|
7.4
|
|
|
(5.4
|
)%
|
||||||
Straight-line lease adjustments
|
|
(0.5
|
)
|
0.1
|
|
(0.4
|
)
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
|
(50.0
|
)%
|
||||||
General and administrative expenses
|
|
0.7
|
|
0.1
|
|
0.8
|
|
|
1.0
|
|
0.3
|
|
1.3
|
|
|
(38.5
|
)%
|
||||||
Commercial Real Estate segment NOI
|
|
$
|
18.5
|
|
$
|
2.6
|
|
$
|
21.1
|
|
|
$
|
16.4
|
|
$
|
4.0
|
|
$
|
20.4
|
|
|
3.4
|
%
|
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||||
(dollars in millions)
|
|
|
2016
|
|
|
|
2015
|
|
|
|
|||||||||||||
|
|
Hawaii
|
Mainland
|
Total
|
|
Hawaii
|
Mainland
|
Total
|
|
Change
|
|||||||||||||
Commercial real estate segment operating profit
|
|
$
|
38.7
|
|
$
|
3.9
|
|
$
|
42.6
|
|
|
$
|
34.8
|
|
$
|
4.8
|
|
$
|
39.6
|
|
|
7.6
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation and amortization
|
|
15.9
|
|
5.8
|
|
21.7
|
|
|
14.3
|
|
7.5
|
|
21.8
|
|
|
(0.5
|
)%
|
||||||
Straight-line lease adjustments
|
|
(1.9
|
)
|
0.3
|
|
(1.6
|
)
|
|
(2.1
|
)
|
—
|
|
(2.1
|
)
|
|
(23.8
|
)%
|
||||||
General and administrative expenses
|
|
2.6
|
|
0.5
|
|
3.1
|
|
|
2.4
|
|
0.7
|
|
3.1
|
|
|
—
|
%
|
||||||
Other
|
|
—
|
|
—
|
|
—
|
|
|
0.3
|
|
—
|
|
0.3
|
|
|
(100.0
|
)%
|
||||||
Commercial real estate segment NOI
|
|
$
|
55.3
|
|
$
|
10.5
|
|
$
|
65.8
|
|
|
$
|
49.7
|
|
$
|
13.0
|
|
$
|
62.7
|
|
|
4.9
|
%
|
|
Quarter Ended September 30,
|
||||||
(dollars in millions)
|
2016
|
|
2015
|
||||
Improved property sales revenue
|
$
|
—
|
|
|
$
|
—
|
|
Development sales revenue
|
3.3
|
|
|
19.6
|
|
||
Unimproved/other property sales revenue
|
9.5
|
|
|
0.3
|
|
||
Total Real Estate Development and Sales segment operating revenue
|
12.8
|
|
|
19.9
|
|
||
Cost of Real Estate Development and Sales
|
(3.1
|
)
|
|
(6.7
|
)
|
||
Operating expenses
|
(4.3
|
)
|
|
(3.6
|
)
|
||
Earnings (loss) from joint ventures
|
0.6
|
|
|
1.6
|
|
||
Other income
|
0.6
|
|
|
—
|
|
||
Total Real Estate Development and Sales operating profit
|
$
|
6.6
|
|
|
$
|
11.2
|
|
|
Nine Months Ended September 30,
|
||||||
(dollars in millions)
|
2016
|
|
2015
|
||||
Improved property sales revenue
1
|
$
|
60.7
|
|
|
$
|
21.0
|
|
Development sales revenue
|
3.3
|
|
|
71.5
|
|
||
Unimproved/other property sales revenue
|
10.1
|
|
|
16.3
|
|
||
Total Real Estate Development and Sales segment operating revenue
|
74.1
|
|
|
108.8
|
|
||
Cost of Real Estate Development and Sales
|
(55.7
|
)
|
|
(67.4
|
)
|
||
Operating expenses
|
(12.8
|
)
|
|
(11.1
|
)
|
||
Earnings from joint ventures
|
1.0
|
|
|
26.2
|
|
||
Other income
|
1.2
|
|
|
1.0
|
|
||
Total Real Estate Development and Sales operating profit
|
$
|
7.8
|
|
|
$
|
57.5
|
|
1
|
Represents the sales of commercial properties that are classified as "Gain on the sale of improved property" in the Condensed Consolidated Statements of Operations, but reflected as revenue for segment reporting purposes.
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Revenue
|
$
|
52.1
|
|
|
$
|
51.0
|
|
|
2.2
|
%
|
Operating profit
|
$
|
5.6
|
|
|
$
|
7.5
|
|
|
(25.3
|
)%
|
Operating profit margin
|
10.7
|
%
|
|
14.7
|
%
|
|
|
|||
Depreciation and amortization
|
$
|
2.9
|
|
|
$
|
3.0
|
|
|
(3.3
|
)%
|
Aggregate used and sold (tons in thousands)
|
158.1
|
|
|
180.5
|
|
|
(12.4
|
)%
|
||
Asphaltic concrete placed (tons in thousands)
|
126.9
|
|
|
106.9
|
|
|
18.7
|
%
|
||
Backlog
1,2
at period end
|
$
|
242.5
|
|
|
$
|
243.1
|
|
|
(0.2
|
)%
|
1
|
Backlog represents the amount of revenue that the Grace Pacific and Maui Paving, LLC, a 50-percent-owned unconsolidated affiliate, expect to realize on contracts awarded or government contracts in which the Grace Pacific has been confirmed to be the lowest bidder and formal communication of the award is perfunctory. Backlog primarily consists of asphalt paving and, to a lesser extent, Grace Pacific’s consolidated revenue from its construction- and traffic-control-related products. Backlog includes estimated revenue from the remaining portion of contracts not yet completed, as well as revenue from approved change orders. The length of time that projects remain in backlog can span from a few days for a small volume of work to 36 months for large paving contracts and contracts performed in phases. Maui Paving's backlog at
September 30, 2016
and
2015
was $19.1 million and $18.9 million, respectively.
|
2
|
As of each of the quarters ended September 30, 2016 and 2015, backlog included $0.2 million and $0.4 million, respectively, of contractual revenue with related parties.
|
|
Nine Months Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Revenue
|
$
|
144.8
|
|
|
$
|
165.3
|
|
|
(12.4
|
)%
|
Operating profit
|
$
|
18.5
|
|
|
$
|
21.7
|
|
|
(14.7
|
)%
|
Operating profit margin
|
12.8
|
%
|
|
13.1
|
%
|
|
|
|
||
Depreciation and amortization
|
$
|
8.8
|
|
|
$
|
8.8
|
|
|
—
|
%
|
Aggregate used and sold (tons in thousands)
|
500.9
|
|
|
649.9
|
|
|
(22.9
|
)%
|
||
Asphaltic concrete placed (tons in thousands)
|
331.7
|
|
|
338.8
|
|
|
(2.1
|
)%
|
|
Quarter Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Revenue
|
$
|
40.9
|
|
|
$
|
40.8
|
|
|
0.2
|
%
|
Operating profit (loss), excluding cessation costs
|
$
|
1.9
|
|
|
$
|
(9.0
|
)
|
|
NM
|
|
Cessation costs
|
$
|
(17.6
|
)
|
|
$
|
—
|
|
|
NM
|
|
Tons sugar produced
|
53,300
|
|
|
42,500
|
|
|
25.4
|
%
|
||
Tons sugar sold (raw and specialty sugar)
|
60,000
|
|
|
58,000
|
|
|
3.4
|
%
|
|
Nine Months Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Revenue
|
$
|
89.7
|
|
|
$
|
95.5
|
|
|
(6.1
|
)%
|
Operating profit (loss), excluding cessation costs
|
$
|
1.7
|
|
|
$
|
(11.8
|
)
|
|
NM
|
|
Cessation costs
|
$
|
(51.6
|
)
|
|
$
|
—
|
|
|
NM
|
|
Tons sugar produced
|
114,700
|
|
|
98,700
|
|
|
16.2
|
%
|
||
Tons sugar sold (raw and specialty sugar)
|
112,500
|
|
|
126,000
|
|
|
(10.7
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Quarrying and paving
|
$
|
7.1
|
|
|
$
|
5.3
|
|
|
34.0
|
%
|
Commercial real estate property acquisitions and improvements
1
|
88.1
|
|
|
12.0
|
|
|
7X
|
|
||
Tenant improvements
|
3.0
|
|
|
5.4
|
|
|
(44.4
|
)%
|
||
Agribusiness and other
|
7.1
|
|
|
12.2
|
|
|
(41.8
|
)%
|
||
Total capital expenditures
2
|
$
|
105.3
|
|
|
$
|
34.9
|
|
|
3X
|
|
1
|
2016 amounts include $82.4 million related to the acquisition of Manoa Marketplace.
|
2
|
Capital expenditures for real estate developments to be held and sold as real estate development inventory are classified in the condensed consolidated statement of cash flows as operating activities.
|
Property Type
|
|
Vacancy Rate for the Quarter Ended September 30, 2016 |
|
Vacancy Rate for the Quarter Ended September 30, 2015 |
|
Percentage Point Change
|
|
Average Asking Rent Per Square Foot Per Month
for the Quarter Ended September 30, 2016 |
|
Average Asking Rent Per Square Foot Per Month
for the Quarter Ended September 30, 2015 |
|
Percent Change
|
|||||
Retail
|
|
5.5%
|
|
3.7%
|
|
1.8%
|
|
$
|
3.94
|
|
|
$
|
3.82
|
|
|
3.1
|
%
|
Industrial
|
|
1.8%
|
|
2.2%
|
|
(0.4)%
|
|
$
|
1.19
|
|
|
$
|
1.16
|
|
|
2.6
|
%
|
Office
|
|
12.4%
|
|
13.2%
|
|
(0.8)%
|
|
$
|
1.71
|
|
|
$
|
1.67
|
|
|
2.4
|
%
|
(a)
|
Disclosure Controls and Procedures
|
Period
|
Total Number of
Shares Purchased
1
|
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
|
July 1-31, 2016
|
—
|
$—
|
—
|
—
|
August 1 - 31, 2016
|
47,346
|
$40.53
|
—
|
—
|
September 1 - 30, 2016
|
—
|
$—
|
—
|
—
|
1
|
Represents shares accepted in satisfaction of tax withholding obligations arising upon option exercises.
|
10.a.(xxxiv)
|
Promissory Note by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016.
|
10.a.(xxxv)
|
Mortgage, Security Agreement and Fixture Filing by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016.
|
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, 2016
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and
nine months
ended
September 30, 2016
and
September 30, 2015
, (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the
three and nine months ended
September 30, 2016
and
September 30, 2015
, (iii) Condensed Consolidated Balance Sheets at
September 30, 2016
and
December 31, 2015
, (iv) Condensed Consolidated Statement of Cash Flows for the
nine months
ended
September 30, 2016
and
September 30, 2015
, (v) Condensed Consolidated Statements of Equity for the
nine months
ended
September 30, 2016
and
September 30, 2015
, and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
95
|
Mine Safety Disclosure
|
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:
|
October 28, 2016
|
|
/s/ Paul K. Ito
|
|
|
|
Paul K. Ito
|
|
|
|
Senior Vice President,
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
10.a.(xxxiv)
|
Promissory Note by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016.
|
10.a.(xxxv)
|
Mortgage, Security Agreement and Fixture Filing by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016.
|
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, 2016
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the
three and nine months ended
September 30, 2016
and
September 30, 2015
, (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the
three and nine months ended
September 30, 2016
and
September 30, 2015
, (iii) Condensed Consolidated Balance Sheets at
September 30, 2016
and
December 31, 2015
, (iv) Condensed Consolidated Statement of Cash Flows for the
nine months
ended
September 30, 2016
and
September 30, 2015
, (v) Condensed Consolidated Statements of Equity for the
nine months ended September 30, 2016
and
September 30, 2015
and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
95
|
Mine Safety Disclosure
|
To Mortgagee at:
|
First Hawaiian Bank
|
with copy to:
|
Goodsill Anderson Quinn & Stifel
|
NOTARY CERTIFICATION
(Hawaii Administrative Rule § 5-11-8)
Document Identification or Description :
Mortgage, Security Agreement and Fixture Filing
Date of Document :
August 1, 2016
Number of Pages
53
First
Circuit
(Jurisdiction of notarial act)
/s/ Camille D. Adams
Signature of Notary
Camille D. Adams
Type or Print Name of Notary
July 27, 2016
Date of Notary Certificate
(Official Stamp or Seal)
|
NOTARY CERTIFICATION
(Hawaii Administrative Rule § 5-11-8)
Document Identification or Description :
Mortgage, Security Agreement and Fixture Filing
Date of Document :
August 1, 2016
Number of Pages
53
First
Circuit
(Jurisdiction of notarial act)
/s/ Camille D. Adams
Signature of Notary
Camille D. Adams
Type or Print Name of Notary
July 27, 2016
Date of Notary Certificate
(Official Stamp or Seal)
|
NOTARY CERTIFICATION
(Hawaii Administrative Rule § 5-11-8)
Document Identification or Description :
Mortgage, Security Agreement and Fixture Filing
Date of Document :
August 1, 2016
Number of Pages
53
First
Circuit
(Jurisdiction of notarial act)
/s/ Camille D. Adams
Signature of Notary
Camille D. Adams
Type or Print Name of Notary
July 27, 2016
Date of Notary Certificate
(Official Stamp or Seal)
|
1.
|
239° 27' 93.00 feet along the southeasterly side of East Manoa Road;
|
2.
|
329° 39' 104.32 feet along the remainder of Lot 4 of Grant 642 to Charles Kanaina;
|
3.
|
59° 39' 93.00 feet along the remainder of Lot 4 of Grant 642 to Charles Kanaina;
|
4.
|
149° 39' 104.00 feet along Grant 6166 to Trustees of Kawaiahao Church to the point of beginning and containing an area of 9,687 square feet, more or less.
|
1.
|
328° 40' 87.00 feet along remainder of L. C. Aw. 1909 to Kai for Kaianui;
|
2.
|
302° 00' 58.76 feet along remainder of L. C. Aw. 1909 to Kai for Kaianui;
|
3.
|
330° 07' 30" 33.94 feet;
|
4.
|
358° 15' 187.86 feet along remainder of L. C. Aw. 1090 to Kai for Kaianui;
|
5.
|
36° 42' 132.40 feet along remainders of L. C. Aw. 1909 to Kai for Kaianui and Lot 4 of Grant 642 to Charles Kanaina;
|
6.
|
59° 50' 223.50 feet along remainders of Lot 4 of Grant 642 to Charles Kanaina, L. C. Aw. 11307 to Kea and Lot 5 of Grant 642 to Charles Kanaina;
|
7.
|
149° 50' 145.08 feet along the remainders of Lot 5 and Grant 642 to Charles Kanaina and L. C. Aw. 11307 to Kea;
|
8.
|
59° 50' 84.42 feet along remainders of L. C. Aw. 11307 to Kea and Lot 5 of Grant 642 to Charles Kanaina;
|
9.
|
145° 00' 105.40 feet along remainder of Grant 642 to Charles Kanaina;
|
10.
|
265° 40' 37.88 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
11.
|
251° 30' 67.50 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
12.
|
234° 50' 40.00 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
13.
|
228° 15' 37.00 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
14.
|
246° 40' 28.00 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
15.
|
149° 39' 54.54 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
16.
|
239° 39' 93.00 feet along remainder of Lot 4 of Grant 642 to Charles Kanaina;
|
17.
|
149° 39' 104.32 feet along remainder of Lot 4 of Grant 642 to Charles Kanaina;
|
18.
|
239° 27' 50.03 feet along the southeasterly side of East Manoa Road;
|
19.
|
238° 40' 152.34 feet along the southeasterly side of East Manoa Road to the point of beginning and containing an area of 130,373 square feet, more or less.
|
1.
|
328° 40' 80.00 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
2.
|
Thence along remainder of L.C. Aw. 1909 to Kai for Kaianui, on a curve to the left with a radius of 40.00 feet, the chord azimuth and distance being:
|
3.
|
302° 00' 35.86 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
4.
|
238° 40' 115.08 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
5.
|
326° 16' 30" 10.84 feet along Government Land;
|
6.
|
11° 30' 62.23 feet along Government Land;
|
7.
|
34° 00' 79.20 feet along Government Land;
|
8.
|
358° 15' 300.30 feet along Government Land;
|
9.
|
8° 19' 30.00 feet along Government Land;
|
10.
|
254° 40' 7.00 feet along Government Land;
|
11.
|
328° 33' 122.75 feet along Government Land;
|
12.
|
339° 09' 106.41 feet along Government Land;
|
13.
|
55° 00' 424.35 feet along Lot 2 of Land Court Application 648, Government Land, remainder of L.C. Aw. 11307 to Kea and Lot 3 of Land Court Application 650;
|
14.
|
145° 00' 177.50 feet along Lot 1-C of Land Court Application 650, remainder of Lot 8 of Grant 642 to Charles Kanaina, Lot 1-A-1-A of Land Court Application 650, and remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
15.
|
55° 00' 60.00 feet along remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
16.
|
145° 00' 102.50 feet along remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
17.
|
55° 00' 26.99 feet along remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
18.
|
145° 00' 159.38 feet along remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
19.
|
55° 00' 124.83 feet along remainders of L.C. Aw. 1926, Ap. 1 to Nanauki and Lot 8 of Grant 642 to Charles Kanaina;
|
20.
|
199° 48' 28.46 feet along L.C. Aw. 11306, Ap. 2 to Kalama;
|
21.
|
181° 38' 30" 78.66 feet along remainder of Lot 8 of Grant 642 to Charles Kanaina;
|
22.
|
172° 24' 93.50 feet along remainder of L.C. Aw. 1926, Ap. 1 to Nanauki;
|
23.
|
208° 00' 40.00 feet along Lot 7 of Grant 642 to Charles Kanaina;
|
24.
|
218° 30' 16.00 feet along Lot 7 of Grant 642 to Charles Kanaina;
|
25.
|
232° 05' 30.00 feet along Lot 7 of Grant 642 to Charles Kanaina;
|
26.
|
156° 03' 34.80 feet along Lot 7 of Grant 642 to Charles Kanaina;
|
27.
|
243° 30' 60.74 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
28.
|
265° 40' 50.12 feet along Grant 6166 to Trustees of Kawaiahao Church;
|
29.
|
325° 00' 105.40 feet along remainder of Lot 5 of Grant 642 to Charles Kanaina;
|
30.
|
239° 50' 84.42 feet along remainders of Lot 5 of Grant 642 to Charles Kanaina and L.C. Aw. 11307 to Kea;
|
31.
|
329° 50' 145.08 feet along remainders of L.C. Aw. 11307 to Kea and Lot 5 of Grant 642 to Charles Kanaina;
|
32.
|
239° 50' 223.50 feet along remainder of Lot 5 of Grant 642 to Charles Kanaina, L.C. Aw. 11307 to Kea and Lot 4 of Grant 642 to Charles Kanaina;
|
33.
|
216° 42' 132.40 feet along remainders of Lot 4 of Grant 642 to Charles Kanaina and L.C. Aw. 1909 to Kai for Kaianui;
|
34.
|
178° 15' 187.86 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
35.
|
Thence along remainder of L.C. Aw. 1909 to Kai for Kaianui, on a curve to the left with a radius of 36.00 feet, the chord azimuth and distance being:
|
36.
|
122° 00' 58.76 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
37.
|
148° 40' 87.00 feet along remainder of L.C. Aw. 1909 to Kai for Kaianui;
|
38.
|
238° 40' 28.00 feet along the Southeasterly side of East Manoa Road to the point of beginning and containing an area of 273,722 square feet, more or less.
|
GRANTOR
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation, and WATER BUFFALO LLC, a Hawaii limited liability company
|
GRANTEE
|
: ABL MANOA MARKETPLACE LF LLC, a Hawaii limited liability company, as Tenant in Severalty, as to an undivided 36% interest, and ABP MANOA MARKETPLACE LF LLC, a Hawaii limited liability company, as Tenant in Severalty, as to an undivided 64% interest, as Tenants in Common
|
DATED
|
: January 29, 2016
|
FILED
|
: Land Court Document No. T-9524070
|
RECORDED
|
: Document No. A-58720453
|
1.
|
328° 40' 36.50 feet along the remainder of Manoa Stream;
|
2.
|
Thence along the remainder of Manoa Stream on a curve to the right with a radius of 50.00 feet, the chord azimuth and distance being:
|
3.
|
178° 15' 14.83 feet along R.P. 2831, L.C. Aw, 1909 to Kai for Kaianui;
|
4.
|
Thence along the remainder of Manoa Stream on a curve to the left with a radius of 38.00 feet, the chord azimuth and distance being:
|
5.
|
148° 40' 15.36 feet along the remainder of Manoa Stream;
|
6.
|
178° 15' 24.31 feet along R.P. 2831, L.C. Aw. 1909 to Kai for Kaianui to the point of beginning and containing an area of 1,087 square feet, more or less.
|
1.
|
Mineral and water rights of any nature.
|
2.
|
-AS TO ITEM I (LOT G-1):-
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED
|
: Liber 1785 Page 260
|
GRANTING
|
: right and easement for sewer purposes over and across the land described herein
|
TO
|
: HAWAIIAN ELECTRIC COMPANY, INC. and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED, now known as HAWAIIAN TELCOM, INC.
|
DATED
|
: July 22, 1964
|
RECORDED
|
: Liber 4865 Page 228
|
GRANTING
|
: an easement for utility purposes as shown on the map attached thereto
|
3.
|
-AS TO ITEM II (LOT G-2):-
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED :
|
Liber 1785 Page 260
|
GRANTING :
|
right and easement for sewer purposes over and across the land described herein
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: October 7, 1943
|
RECORDED :
|
Liber 1788 Page 4
|
GRANTING :
|
an easement for underground sewer purposes, more particularly described therein
|
-Note:-
|
Cancellation of a portion of Sewer Easement having an area of 4,915 square feet, as recorded in Liber 5041 at Page 415, as shown on the Subdivision Map approved by City and County of Honolulu, on January 15, 1976.
|
TO
|
: HAWAIIAN ELECTRIC COMPANY, INC. and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED, now known as HAWAIIAN TELCOM, INC.
|
DATED
|
: July 22, 1964
|
RECORDED :
|
Liber 4865 Page 228
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
4.
|
-AS TO ITEM III, PARCEL FIRST (LOT 1 OF Land Court Application No. 648):-
|
(A)
|
Location of the boundary of Manoa Stream and the effect, if any, upon the area of the land described herein, and the free flowage thereof.
|
(B)
|
PARCEL 41, containing an area of 409 square feet, more or less, acquired by the CITY AND COUNTY OF HONOLULU, by Final Order of Condemnation dated January 22, 1982, filed as Land Court Document No. 1102506, recorded in Liber 16137 at Page 448.
|
5.
|
-AS TO ITEM III, PARCEL SIXTH (TMKS: (1) 2-9-022-POR. 001 AND (1) 2-9-022‑POR. 005):-
|
(A)
|
Location of the boundary of Manoa Stream and the effect, if any, upon the area of the land described herein, and the free flowage thereof.
|
(C)
|
GRANT
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED
|
: Liber 1785 Page 260
|
GRANTING
|
: right and easement for sewer purposes over and across the land described herein
|
-Note:-
|
Cancellation of a portion of Sewer Easement as shown on the Subdivision Map approved by City and County of Honolulu, on March 4, 2016, DPP File No. 2015/SUB-179.
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: October 7, 1943
|
RECORDED
|
: Liber 1788 Page 4
|
GRANTING
|
: an easement for underground sewer purposes, more particularly described therein
|
-Note:-
|
Cancellation of a portion of Sewer Easement having an area of 4,915 square feet, as recorded in Liber 5041 at Page 415, as shown on the Subdivision Map approved by City and County of Honolulu, on January 15, 1976.
|
TO
|
: CITY AND COUNTY OF HONOLULU and the BOARD OF WATER SUPPLY
|
DATED
|
: September 6, 1978
|
RECORDED
|
: Liber 13216 Page 186
|
GRANTING
|
: a right and easement for water pipeline purposes over Easement
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
6.
|
The terms and provisions contained in the following:
|
INSTRUMENT:
|
DECLARATION OF ESTABLISHMENT OF RESTRICTIONS AND EASEMENTS
|
DATED
|
: May 16, 1977
|
FILED
|
: Land Court Document No. 820265
|
RECORDED
|
: Liber 12245 Page 21
|
7.
|
UNRECORDED LEASE
|
LESSOR
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation
|
LESSEE
|
: MANOA MARKETPLACE-PARTNERS, a limited partnership
|
DATED
|
: March 15, 1974
|
TERM
|
: fifty-five (55) years commencing on March 16, 1974 and ending on March 15, 2029
|
DATED
|
: August 7, 2003
|
FILED
|
: Land Court Document No. 2978017
|
RECORDED
|
: Document No. 2003-171865
|
RE
|
: lease rent
|
DATED
|
: March 29, 2005, but effective as of August 1, 2004
|
FILED
|
: Land Court Document No. 3250040
|
RECORDED
|
: Document No. 2005-066123
|
CONSENT
|
: to include LOT G-2
|
ASSIGNOR
|
: MANOA MARKETPLACE LLC, a Delaware limited liability company
|
ASSIGNEE :
|
ABL MANOA MARKETPLACE LH LLC, a Hawaii limited liability company, as Tenant in Severalty, as to an undivided thirty percentage (30%) interest, and ABP MANOA MARKETPLACE LH LLC, a Hawaii limited liability company, as Tenant in Severalty, as to the remaining undivided seventy percentage (70%) interest, as Tenants in Common
|
DATED
|
: January 29, 2016
|
FILED
|
: Land Court Document No. T-9524073
|
RECORDED :
|
Document No. A-58720456
|
CONSENT
|
: Given by ABL MANOA MARKETPLACE LF LLC, a Hawaii limited liability company, and ABP MANOA MARKETPLACE LF LLC, a Hawaii limited liability company, by instrument dated January 29, 2016, filed as Land Court Document No. T-9524074, recorded as Document No. A-58720457
|
8.
|
-AS TO ITEM IV (ACCESS EASEMENT):-
|
(A)
|
The terms and provisions contained in GRANT OF EASEMENT dated April 10, 1985, recorded in Liber 18715 at Page 334, including but not limited to matters
|
(B)
|
-AS TO "NON-EXCLUSIVE ACCESS EASEMENT" as set forth in GRANT OF EASEMENT recorded in Liber 18715 at Page 334:-
|
9.
|
Any rights or interests which may exist or arise by reason of the following facts shown on ALTA/ACSM Survey prepared by Erik S. Kaneshiro, Land Surveyor, with Austin, Tsutsumi and Associates, Inc., dated July 10, 2015, revised September 15, 2015, September 25, 2015, January 8, 2016, January 15, 2016, and January 27, 2016:
|
(A)
|
Guard Rail running along the easterly side of Access Easement (Item IV) crosses into Neighboring Parcel 14, (Manoa Stream) by as much as 2.8 feet for a distance of 69.7 feet.
|
(B)
|
Signs and parking stall curb along the easterly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 14 (Manoa Stream) by as much as 8.2 feet for a distance of 56.4 feet.
|
(C)
|
Rip Rap along the easterly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 14 (Manoa Stream) by as much as 20 feet for a distance of 137 feet.
|
(D)
|
Realigned sewerline with Lot G-3 (Item III) is not within recorded easement.
|
(E)
|
Sewerline within Lot G-3 (Item III) is within Easement as recorded in Liber 5041, at Page 415, also shows cancellation of said easement as shown on the Subdivision Map approved by the City and County of Honolulu, on January 15, 1976.
|
(F)
|
Concrete step along the westerly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 15 by as much as 0.9 feet for a distance of 3.2 feet.
|
(G)
|
CRM wall running along the northwesterly side of Subject Lot (Item II) extends into Neighboring Parcel 8 by as much as 0.3 feet for a distance of 57.3 feet.
|
(H)
|
End of CRM wall at the northwesterly corner of Subject Lot (Item I) extends into Subject Lot (Item I) from Neighboring Parcel 8 by as much as 1.5 feet.
|
(J)
|
Item III, Parcel Sixth: building from Item III, Lot G-3 crosses into Item II, Lot G-2.
|
10.
|
-AS TO ITEM III (LOT G-3):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
FILED
|
: Land Court Document No. T-9524069
|
RECORDED
|
: Document No. A-58720446
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation, and WATER BUFFALO LLC, a Hawaii manager-managed limited liability company, "First Party", DORIS MEE LAI KURANISHI, wife of Sidney A. Kuranishi, "Second Party", and MANOA MARKETPLACE LLC, a Delaware member-managed limited liability company, "Lessee"
|
RE
|
: concrete step
|
11.
|
-AS TO ITEM II (LOT G-2):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
RECORDED
|
: Document No. A-58720447
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation, "First Party", THE TRUSTEES OF KAWAIAHAO CHURCH, "Second Party", HAWAII PERFORMING ARTS COMPANY, LTD., a Hawaii non-profit corporation, "HPAC", and MANOA MARKETPLACE LLC, a Delaware member-managed limited liability company, "Lessee"
|
RE
|
: concrete rubble masonry wall
|
12.
|
-AS TO ITEM I (LOT G-1):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
RECORDED
|
: Document No. A-58720448
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation and WATER BUFFALO LLC, a Hawaii manager-managed limited liability company, "First Party", THE TRUSTEES OF KAWAIAHAO CHURCH, "Second Party", HAWAII PERFORMING ARTS COMPANY, LTD., a Hawaii non-profit corporation, "HPAC", and MANOA MARKETPLACE LLC, a Delaware member-managed limited liability company, "Lessee"
|
RE
|
: concrete rubble masonry wall
|
LESSOR
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation
|
LESSEE
|
: MANOA MARKETPLACE-PARTNERS, a limited partnership
|
DATED
|
: March 15, 1974
|
TERM
|
: fifty-five (55) years commencing on March 16, 1974 and ending on March 15, 2029
|
DATED
|
: August 7, 2003
|
FILED
|
: Land Court Document No. 2978017
|
RECORDED
|
: Document No. 2003-171865
|
RE
|
: lease rent
|
DATED
|
: March 29, 2005, but effective as of August 1, 2004
|
FILED
|
: Land Court Document No. 3250040
|
RECORDED
|
: Document No. 2005-066123
|
CONSENT
|
: to include LOT G-2
|
ASSIGNOR
|
: MANOA MARKETPLACE LLC, a Delaware limited liability company
|
ASSIGNEE
|
: ABL MANOA MARKETPLACE LH LLC, a Hawaii limited liability company, as to an undivided 30% interest, and ABP MANOA MARKETPLACE LH LLC, a Hawaii limited liability company, as to an undivided 70% interest, as Tenants in Common
|
DATED
|
: January 29, 2016
|
FILED
|
: Land Court Document No. T-9524073
|
RECORDED
|
: Document No. A-58720456
|
CONSENT
|
: Given by Lessor, by instrument dated January 29, 2016, filed as Land Court Document No. T-9524074, recorded as Document No. A-58720457
|
-Note:-
|
Filed with the Department of Commerce and Consumer Affairs of the State of Hawaii (Business Registration), is the merger of ABP MANOA MARKETPLACE LF LLC, a Hawaii limited liability company, into A&B MANOA LLC, a Hawaii limited liability company, on July 12, 2016, as set forth in CERTIFICATE OF MERGER filed as Land Court Document No. T-9692427, and recorded as Document No. A-60400763.
|
1.
|
Mineral and water rights of any nature.
|
2.
|
-AS TO ITEM I (LOT G-1):-
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED
|
: Liber 1785 Page 260
|
GRANTING
|
: right and easement for sewer purposes over and across the land described herein
|
TO
|
: HAWAIIAN ELECTRIC COMPANY, INC. and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED, now known as HAWAIIAN TELCOM, INC.
|
DATED
|
: July 22, 1964
|
RECORDED
|
: Liber 4865 Page 228
|
GRANTING
|
: an easement for utility purposes as shown on the map attached thereto
|
3.
|
-AS TO ITEM II (LOT G-2):-
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED
|
: Liber 1785 Page 260
|
GRANTING
|
: right and easement for sewer purposes over and across the land described herein
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: October 7, 1943
|
RECORDED
|
: Liber 1788 Page 4
|
GRANTING
|
: an easement for underground sewer purposes, more particularly described therein
|
-Note:-
|
Cancellation of a portion of Sewer Easement having an area of 4,915 square feet, as recorded in Liber 5041 at Page 415, as shown on the Subdivision Map approved by City and County of Honolulu, on January 15, 1976.
|
TO
|
: HAWAIIAN ELECTRIC COMPANY, INC. and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED, now known as HAWAIIAN TELCOM, INC.
|
DATED
|
: July 22, 1964
|
RECORDED
|
: Liber 4865 Page 228
|
GRANTING
|
: an easement for utility purposes
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
4.
|
-AS TO ITEM III, PARCEL FIRST (LOT 1 OF Land Court Application No. 648):-
|
(A)
|
Location of the boundary of Manoa Stream and the effect, if any, upon the area of the land described herein, and the free flowage thereof.
|
(B)
|
PARCEL 41, containing an area of 409 square feet, more or less, acquired by the CITY AND COUNTY OF HONOLULU, by Final Order of Condemnation dated January 22, 1982, filed as Land Court Document No. 1102506, recorded in Liber 16137 at Page 448.
|
5.
|
-AS TO ITEM III, PARCEL SIXTH (TMKS: (1) 2-9-022-POR. 001 AND (1) 2-9-022-POR. 005):-
|
(A)
|
Location of the boundary of Manoa Stream and the effect, if any, upon the area of the land described herein, and the free flowage thereof.
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: September 8, 1943
|
RECORDED
|
: Liber 1785 Page 260
|
GRANTING
|
: right and easement for sewer purposes over and across the land described herein
|
-Note:-
|
Cancellation of a portion of Sewer Easement as shown on the Subdivision Map approved by City and County of Honolulu, on March 4, 2016, DPP File No. 2015/SUB-179.
|
TO
|
: CITY AND COUNTY OF HONOLULU
|
DATED
|
: October 7, 1943
|
RECORDED
|
: Liber 1788 Page 4
|
GRANTING
|
: an easement for underground sewer purposes, more particularly described therein
|
-Note:-
|
Cancellation of a portion of Sewer Easement having an area of 4,915 square feet, as recorded in Liber 5041 at Page 415, as shown on the Subdivision Map approved by City and County of Honolulu, on January 15, 1976.
|
TO
|
: CITY AND COUNTY OF HONOLULU and the BOARD OF WATER SUPPLY
|
DATED
|
: September 6, 1978
|
RECORDED
|
: Liber 13216 Page 186
|
GRANTING
|
: a right and easement for water pipeline purposes over Easement "W-1", area 1,805 square feet, more particularly described therein
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
SHOWN
|
: on Subdivision Map approved by City and County of Honolulu on
|
6.
|
-AS TO ITEM IV (ACCESS EASEMENT):-
|
(A)
|
The terms and provisions contained in GRANT OF EASEMENT dated April 10, 1985, recorded in Liber 18715 at Page 334, including but not limited to matters relating to consent required by the State of Hawaii for any sale, assignment, lease, mortgage or other transfer.
|
(B)
|
-AS TO "NON-EXCLUSIVE ACCESS EASEMENT" as set forth in GRANT OF EASEMENT recorded in Liber 18715 at Page 334:-
|
7.
|
The terms and provisions contained in the following:
|
INSTRUMENT
|
: DECLARATION OF ESTABLISHMENT OF RESTRICTIONS AND EASEMENTS
|
DATED
|
: May 16, 1977
|
FILED
|
: Land Court Document No. 820265
|
RECORDED
|
: Liber 12245 Page 21
|
8.
|
UNRECORDED LEASE
|
LESSOR
|
: WALLACE T. YANAGI, MASARU YOKOUCHI and MANOA MARKETPLACE-PARTNERS, a Hawaii limited partnership, all doing business as VALLEY MARKETPLACE-PARTNERS, a Hawaii general partnership
|
LESSEE
|
: LONGS DRUG STORES, INC., a California corporation
|
DATED
|
: March 14, 1977
|
TERM
|
: commencing on September 27, 1978, and ending February 29, 2004 with option to extend for two(2) additional successive periods of ten (10) years each following the expiration of the initial term
|
9.
|
The covenants and restrictions referenced in SHORT FORM MEMO OF LEASE dated April 23, 1981, recorded in Liber 15730 at Page 500, including but not limited to, matters relating to restrictions on permissible use of common areas and operations on any portion of the Shopping Center.
|
10.
|
UNRECORDED LEASE
|
LESSOR
|
: M/V INVESTMENT PARTNERS, a Hawaii general partnership
|
LESSEE
|
: HAWAIIAN WIRELESS, INC., a Delaware corporation
|
DATED
|
: March 26, 1997
|
TERM
|
: Initial Term of five (5) years commencing on May 1, 1997, with four (4) separate options to extend the term for five (5) years each
|
MORTGAGOR
|
: HAWAIIAN WIRELESS, INC., a Delaware corporation
|
MORTGAGEE
|
: ERICSSON, INC., a Delaware corporation
|
DATED
|
: March 26, 1997
|
FILED
|
: Land Court Document No. 2422061
|
RECORDED
|
: Document No. 97-164876
|
AMOUNT
|
: $40,000,000.00
|
CONSENT
|
: Given by M/V INVESTMENT PARTNERS, Lessor, by instrument dated March 26, 1997, filed as Land Court Document No. 2422062, recorded as Document No. 97-164877.
|
TO
|
: ERICSSON PROJECT FINANCE AKTIEBOLAG, a Sweden corporation
|
DATED
|
: September 7, 1999
|
FILED
|
: Land Court Document No. 2584595
|
RECORDED
|
: Document No. 99-171635
|
11.
|
UNRECORDED LEASE
|
LESSOR
|
: M/V INVESTMENT PARTNERS, a Hawaii general partnership
|
LESSEE
|
: SAFEWAY INC., a Delaware corporation
|
DATED
|
: effective as of August 1, 2004
|
TERM
|
: Original Term of fifteen (15) years commencing on August 1, 2004 and expiring on March 14, 2019, with options for Tenant to extend said term for two (2) separate and additional periods, the first of which would be four (4) years and eleven months after the expiration of the Original Term, and the second of which Extension Terms shall be for a period of five (5) years and one and one half (1.5) months after the expiration of the previous Extension Term
|
12.
|
The covenants and restrictions referenced in SHOPPING CENTER LEASE SHORT FORM dated February 28, 2005, filed as Land Court Document No. 3250041, recorded as Document No. 2005-066124, including but not limited to, matters relating to restrictions on permissible use of common area and operations on any portions of The Shopping Center or Extended Shopping Center.
|
13.
|
MEMORANDUM OF LEASE
|
LESSOR
|
: MANOA MARKETPLACE, LLC, successor in interest by mesne conveyances to Valley Marketplace-Partners
|
LESSEE
|
: McDONALD'S CORPORATION, a Delaware corporation, successor in interest to McDonald's of Hawaii Development Company
|
DATED
|
: March 8, 2011
|
RECORDED
|
: Document No. A-43940127
|
TERM
|
: ending on December 31, 2015 with an option to extend the term of the lease at the expiration of the original term for 1 period of 5 years aggregating 5 years.
|
14.
|
Any rights or interests which may exist or arise by reason of the following facts shown on ALTA/ACSM Survey prepared by Erik S. Kaneshiro, Land Surveyor, with Austin, Tsutsumi and Associates, Inc., dated July 10, 2015, revised September 15, 2015, September 25, 2015, January 8, 2016, January 15, 2016, and January 27, 2016:
|
(A)
|
Guard Rail running along the easterly side of Access Easement (Item IV) crosses into Neighboring Parcel 14, (Manoa Stream) by as much as 2.8 feet for a distance of 69.7 feet.
|
(B)
|
Signs and parking stall curb along the easterly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 14 (Manoa Stream) by as much as 8.2 feet for a distance of 56.4 feet.
|
(C)
|
Rip Rap along the easterly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 14 (Manoa Stream) by as much as 20 feet for a distance of 137 feet.
|
(D)
|
Realigned sewerline with Lot G-3 (Item III) is not within recorded easement.
|
(E)
|
Sewerline within Lot G-3 (Item III) is within Easement as recorded in Liber 5041, at Page 415, also shows cancellation of said easement as shown on the Subdivision Map approved by the City and County of Honolulu, on January 15, 1976.
|
(F)
|
Concrete step along the westerly side of Subject Lot (Item III, Parcel Sixth) crosses into Neighboring Parcel 15 by as much as 0.9 feet for a distance of 3.2 feet.
|
(G)
|
CRM wall running along the northwesterly side of Subject Lot (Item II) extends into Neighboring Parcel 8 by as much as 0.3 feet for a distance of 57.3 feet.
|
(H)
|
End of CRM wall at the northwesterly corner of Subject Lot (Item I) extends into Subject Lot (Item I) from Neighboring Parcel 8 by as much as 1.5 feet.
|
(I)
|
Various buildings cross over various easements listed as follows:
|
(J)
|
Item III, Parcel Sixth: building from Item III, Lot G-3 crosses into Item II, Lot G-2.
|
(K)
|
Easement W-1 does not cover existing waterline and fire hydrant.
|
15.
|
-AS TO ITEM III (LOT G-3):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
FILED
|
: Land Court Document No. T-9524069
|
RECORDED
|
: Document No. A-58720446
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation, and WATER BUFFALO LLC, a Hawaii manager-managed limited liability company, "First Party", DORIS MEE LAI KURANISHI, wife of Sidney A. Kuranishi, "Second Party", and MANOA
|
RE
|
: concrete step
|
16.
|
-AS TO ITEM II (LOT G-2):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
RECORDED
|
: Document No. A-58720447
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation, "First Party", THE TRUSTEES OF KAWAIAHAO CHURCH, "Second Party", HAWAII PERFORMING ARTS COMPANY, LTD., a Hawaii non-profit corporation, "HPAC", and MANOA MARKETPLACE LLC, a Delaware member-managed limited liability company, "Lessee"
|
RE
|
: concrete rubble masonry wall
|
17.
|
-AS TO ITEM I (LOT G-1):-
|
INSTRUMENT
|
: ENCROACHMENT AGREEMENT
|
DATED
|
: January 29, 2016
|
RECORDED
|
: Document No. A-58720448
|
PARTIES
|
: MANOA SHOPPING CENTER, INC., a Hawaii corporation and WATER BUFFALO LLC, a Hawaii manager-managed limited liability company, "First Party", THE TRUSTEES OF KAWAIAHAO CHURCH, "Second Party", HAWAII PERFORMING ARTS COMPANY, LTD., a Hawaii non-profit corporation, "HPAC", and MANOA MARKETPLACE LLC, a Delaware member-managed limited liability company, "Lessee"
|
RE
|
: concrete rubble masonry wall
|
(i)
|
During the Interest Only Period, the Borrower shall make monthly payments of accrued interest only on the first Business Day of each calendar month and continuing on the first Business Day of each and every calendar month thereafter to and including July 31, 2019.
|
(ii)
|
During the Amortization Period, the Borrower shall make monthly payments of accrued interest plus principal payments on the first Business Day of each calendar month and continuing on the first Business Day of each and every calendar month thereafter until paid in full, which principal payments shall be in accordance with the payment schedule (“
the Payment Schedule
”) attached to this Note as
Attachment “1”
.
|
with a copy to:
|
Alexander & Baldwin, LLC
|
To Lender at:
|
First Hawaiian Bank
|
with copy to:
|
Goodsill Anderson Quinn & Stifel
|
NOTARY CERTIFICATE STATEMENT
Document Identification or Description: Promissory Note
ý
Doc. Date:
August 1, 2016
or
¨
Undated at time of notarization.
No. of Pages:
16
Jurisdiction:
First
Circuit (in which notarial act is performed)
/s/ Camille D. Adams July 27, 2016
Signature of Notary Date of Notarization &
Certification Statement
Camille D. Adams
Printed Name of Notary (Official Stamp or Seal)
|
NOTARY CERTIFICATE STATEMENT
Document Identification or Description:
Promissory Note
ý
Doc. Date:
August 1, 2016
or
¨
Undated at time of notarization.
No. of Pages:
16
Jurisdiction:
First
Circuit (in which notarial act is performed)
/s/ Camille D. Adams July 27, 2016
Signature of Notary Date of Notarization &
Certification Statement
Camille D. Adams
Printed Name of Notary (Official Stamp or Seal)
|
NOTARY CERTIFICATE STATEMENT
Document Identification or Description:
Promissory Note
ý
Doc. Date:
August 1, 2016
or
¨
Undated at time of notarization.
No. of Pages:
16
Jurisdiction:
First
Circuit (in which notarial act is performed)
/s/ Camille D. Adams July 27, 2016
Signature of Notary Date of Notarization &
Certification Statement
Camille D. Adams
Printed Name of Notary (Official Stamp or Seal)
|
Calculation Period
|
USD Notional Amount
|
|
USD Notional Adjustment
|
|
|||
(from and including to,
but excluding) |
|
(at end of period)
|
|
||||
Start Date
|
End Date
|
|
|
||||
01-Aug-16
|
01-Sep-16
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Sep-16
|
03-Oct-16
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Oct-16
|
01-Nov-16
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Nov-16
|
01-Dec-16
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Dec-16
|
03-Jan-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Jan-17
|
01-Feb-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Feb-17
|
01-Mar-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Mar-17
|
03-Apr-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Apr-17
|
01-May-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-May-17
|
01-Jun-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Jun-17
|
03-Jul-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Jul-17
|
01-Aug-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Aug-17
|
01-Sep-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Sep-17
|
02-Oct-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
02-Oct-17
|
01-Nov-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Nov-17
|
01-Dec-17
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Dec-17
|
02-Jan-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
02-Jan-18
|
01-Feb-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Feb-18
|
01-Mar-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Mar-18
|
02-Apr-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
02-Apr-18
|
01-May-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-May-18
|
01-Jun-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Jun-18
|
02-Jul-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
02-Jul-18
|
01-Aug-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Aug-18
|
04-Sep-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
04-Sep-18
|
01-Oct-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Oct-18
|
01-Nov-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Nov-18
|
03-Dec-18
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Dec-18
|
02-Jan-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
02-Jan-19
|
01-Feb-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Feb-19
|
01-Mar-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Mar-19
|
01-Apr-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Apr-19
|
01-May-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-May-19
|
03-Jun-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
03-Jun-19
|
01-Jul-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Jul-19
|
01-Aug-19
|
|
$60,000,000.00
|
|
|
$0.00
|
|
01-Aug-19
|
03-Sep-19
|
|
$60,000,000.00
|
|
|
$131,643.74
|
|
03-Sep-19
|
01-Oct-19
|
|
$59,868,356.26
|
|
|
$131,643.74
|
|
01-Oct-19
|
01-Nov-19
|
|
$59,736,712.52
|
|
|
$131,643.74
|
|
01-Nov-19
|
02-Dec-19
|
|
$59,605,068.78
|
|
|
$131,643.74
|
|
02-Dec-19
|
02-Jan-20
|
|
$59,473,425.04
|
|
|
$131,643.74
|
|
02-Jan-20
|
03-Feb-20
|
|
$59,341,781.30
|
|
|
$131,643.74
|
|
03-Feb-20
|
02-Mar-20
|
|
$59,210,137.56
|
|
|
$131,643.74
|
|
02-Mar-20
|
01-Apr-20
|
|
$59,078,493.82
|
|
|
$131,643.74
|
|
01-Apr-20
|
01-May-20
|
|
$58,946,850.08
|
|
|
$131,643.74
|
|
01-May-20
|
01-Jun-20
|
|
$58,815,206.34
|
|
|
$131,643.74
|
|
01-Jun-20
|
01-Jul-20
|
|
$58,683,562.60
|
|
|
$131,643.74
|
|
01-Jul-20
|
03-Aug-20
|
|
$58,551,918.86
|
|
|
$131,643.74
|
|
03-Aug-20
|
01-Sep-20
|
|
$58,420,275.12
|
|
|
$137,666.18
|
|
01-Sep-20
|
01-Oct-20
|
|
$58,282,608.94
|
|
|
$137,666.18
|
|
01-Oct-20
|
02-Nov-20
|
|
$58,144,942.76
|
|
|
$137,666.18
|
|
02-Nov-20
|
01-Dec-20
|
|
$58,007,276.58
|
|
|
$137,666.18
|
|
01-Dec-20
|
04-Jan-21
|
|
$57,869,610.40
|
|
|
$137,666.18
|
|
04-Jan-21
|
01-Feb-21
|
|
$57,731,944.22
|
|
|
$137,666.18
|
|
01-Feb-21
|
01-Mar-21
|
|
$57,594,278.04
|
|
|
$137,666.18
|
|
01-Mar-21
|
01-Apr-21
|
|
$57,456,611.86
|
|
|
$137,666.18
|
|
01-Apr-21
|
03-May-21
|
|
$57,318,945.68
|
|
|
$137,666.18
|
|
03-May-21
|
01-Jun-21
|
|
$57,181,279.50
|
|
|
$137,666.18
|
|
01-Jun-21
|
01-Jul-21
|
|
$57,043,613.32
|
|
|
$137,666.18
|
|
01-Jul-21
|
02-Aug-21
|
|
$56,905,947.14
|
|
|
$137,666.18
|
|
02-Aug-21
|
01-Sep-21
|
|
$56,768,280.96
|
|
|
$142,097.83
|
|
01-Sep-21
|
01-Oct-21
|
|
$56,626,183.13
|
|
|
$142,097.83
|
|
01-Oct-21
|
01-Nov-21
|
|
$56,484,085.30
|
|
|
$142,097.83
|
|
01-Nov-21
|
01-Dec-21
|
|
$56,341,987.47
|
|
|
$142,097.83
|
|
01-Dec-21
|
03-Jan-22
|
|
$56,199,889.64
|
|
|
$142,097.83
|
|
03-Jan-22
|
01-Feb-22
|
|
$56,057,791.81
|
|
|
$142,097.83
|
|
01-Feb-22
|
01-Mar-22
|
|
$55,915,693.98
|
|
|
$142,097.83
|
|
01-Mar-22
|
01-Apr-22
|
|
$55,773,596.15
|
|
|
$142,097.83
|
|
01-Apr-22
|
02-May-22
|
|
$55,631,498.32
|
|
|
$142,097.83
|
|
02-May-22
|
01-Jun-22
|
|
$55,489,400.49
|
|
|
$142,097.83
|
|
01-Jun-22
|
01-Jul-22
|
|
$55,347,302.66
|
|
|
$142,097.83
|
|
01-Jul-22
|
01-Aug-22
|
|
$55,205,204.83
|
|
|
$142,097.83
|
|
01-Aug-22
|
01-Sep-22
|
|
$55,063,107.00
|
|
|
$146,266.52
|
|
01-Sep-22
|
03-Oct-22
|
|
$54,916,840.48
|
|
|
$146,266.52
|
|
03-Oct-22
|
01-Nov-22
|
|
$54,770,573.96
|
|
|
$146,266.52
|
|
01-Nov-22
|
01-Dec-22
|
|
$54,624,307.44
|
|
|
$146,266.52
|
|
01-Dec-22
|
03-Jan-23
|
|
$54,478,040.92
|
|
|
$146,266.52
|
|
03-Jan-23
|
01-Feb-23
|
|
$54,331,774.40
|
|
|
$146,266.52
|
|
01-Feb-23
|
01-Mar-23
|
|
$54,185,507.88
|
|
|
$146,266.52
|
|
01-Mar-23
|
03-Apr-23
|
|
$54,039,241.36
|
|
|
$146,266.52
|
|
03-Apr-23
|
01-May-23
|
|
$53,892,974.84
|
|
|
$146,266.52
|
|
01-May-23
|
01-Jun-23
|
|
$53,746,708.32
|
|
|
$146,266.52
|
|
01-Jun-23
|
03-Jul-23
|
|
$53,600,441.80
|
|
|
$146,266.52
|
|
03-Jul-23
|
01-Aug-23
|
|
$53,454,175.28
|
|
|
$146,266.52
|
|
01-Aug-23
|
01-Sep-23
|
|
$53,307,908.76
|
|
|
$150,627.88
|
|
01-Sep-23
|
02-Oct-23
|
|
$53,157,280.88
|
|
|
$150,627.88
|
|
02-Oct-23
|
01-Nov-23
|
|
$53,006,653.00
|
|
|
$150,627.88
|
|
01-Nov-23
|
01-Dec-23
|
|
$52,856,025.12
|
|
|
$150,627.88
|
|
01-Dec-23
|
02-Jan-24
|
|
$52,705,397.24
|
|
|
$150,627.88
|
|
02-Jan-24
|
01-Feb-24
|
|
$52,554,769.36
|
|
|
$150,627.88
|
|
01-Feb-24
|
01-Mar-24
|
|
$52,404,141.48
|
|
|
$150,627.88
|
|
01-Mar-24
|
01-Apr-24
|
|
$52,253,513.60
|
|
|
$150,627.88
|
|
01-Apr-24
|
01-May-24
|
|
$52,102,885.72
|
|
|
$150,627.88
|
|
01-May-24
|
03-Jun-24
|
|
$51,952,257.84
|
|
|
$150,627.88
|
|
03-Jun-24
|
01-Jul-24
|
|
$51,801,629.96
|
|
|
$150,627.88
|
|
01-Jul-24
|
01-Aug-24
|
|
$51,651,002.08
|
|
|
$150,627.88
|
|
01-Aug-24
|
03-Sep-24
|
|
$51,500,374.20
|
|
|
$155,886.25
|
|
03-Sep-24
|
01-Oct-24
|
|
$51,344,487.95
|
|
|
$155,886.25
|
|
01-Oct-24
|
01-Nov-24
|
|
$51,188,601.70
|
|
|
$155,886.25
|
|
01-Nov-24
|
02-Dec-24
|
|
$51,032,715.45
|
|
|
$155,886.25
|
|
02-Dec-24
|
02-Jan-25
|
|
$50,876,829.20
|
|
|
$155,886.25
|
|
02-Jan-25
|
03-Feb-25
|
|
$50,720,942.95
|
|
|
$155,886.25
|
|
03-Feb-25
|
03-Mar-25
|
|
$50,565,056.70
|
|
|
$155,886.25
|
|
03-Mar-25
|
01-Apr-25
|
|
$50,409,170.45
|
|
|
$155,886.25
|
|
01-Apr-25
|
01-May-25
|
|
$50,253,284.20
|
|
|
$155,886.25
|
|
01-May-25
|
02-Jun-25
|
|
$50,097,397.95
|
|
|
$155,886.25
|
|
02-Jun-25
|
01-Jul-25
|
|
$49,941,511.70
|
|
|
$155,886.25
|
|
01-Jul-25
|
01-Aug-25
|
|
$49,785,625.45
|
|
|
$155,886.25
|
|
01-Aug-25
|
02-Sep-25
|
|
$49,629,739.20
|
|
|
$160,246.82
|
|
02-Sep-25
|
01-Oct-25
|
|
$49,469,492.38
|
|
|
$160,246.82
|
|
01-Oct-25
|
03-Nov-25
|
|
$49,309,245.56
|
|
|
$160,246.82
|
|
03-Nov-25
|
01-Dec-25
|
|
$49,148,998.74
|
|
|
$160,246.82
|
|
01-Dec-25
|
02-Jan-26
|
|
$48,988,751.92
|
|
|
$160,246.82
|
|
02-Jan-26
|
02-Feb-26
|
|
$48,828,505.10
|
|
|
$160,246.82
|
|
02-Feb-26
|
02-Mar-26
|
|
$48,668,258.28
|
|
|
$160,246.82
|
|
02-Mar-26
|
01-Apr-26
|
|
$48,508,011.46
|
|
|
$160,246.82
|
|
01-Apr-26
|
01-May-26
|
|
$48,347,764.64
|
|
|
$160,246.82
|
|
01-May-26
|
01-Jun-26
|
|
$48,187,517.82
|
|
|
$160,246.82
|
|
01-Jun-26
|
01-Jul-26
|
|
$48,027,271.00
|
|
|
$160,246.82
|
|
01-Jul-26
|
03-Aug-26
|
|
$47,867,024.18
|
|
|
$160,246.82
|
|
03-Aug-26
|
01-Sep-26
|
|
$47,706,777.36
|
|
|
$166,520.25
|
|
01-Sep-26
|
01-Oct-26
|
|
$47,540,257.11
|
|
|
$166,520.25
|
|
01-Oct-26
|
02-Nov-26
|
|
$47,373,736.86
|
|
|
$166,520.25
|
|
02-Nov-26
|
01-Dec-26
|
|
$47,207,216.61
|
|
|
$166,520.25
|
|
01-Dec-26
|
04-Jan-27
|
|
$47,040,696.36
|
|
|
$166,520.25
|
|
04-Jan-27
|
01-Feb-27
|
|
$46,874,176.11
|
|
|
$166,520.25
|
|
01-Feb-27
|
01-Mar-27
|
|
$46,707,655.86
|
|
|
$166,520.25
|
|
01-Mar-27
|
01-Apr-27
|
|
$46,541,135.61
|
|
|
$166,520.25
|
|
01-Apr-27
|
03-May-27
|
|
$46,374,615.36
|
|
|
$166,520.25
|
|
03-May-27
|
01-Jun-27
|
|
$46,208,095.11
|
|
|
$166,520.25
|
|
01-Jun-27
|
01-Jul-27
|
|
$46,041,574.86
|
|
|
$166,520.25
|
|
01-Jul-27
|
02-Aug-27
|
|
$45,875,054.61
|
|
|
$166,520.25
|
|
02-Aug-27
|
01-Sep-27
|
|
$45,708,534.36
|
|
|
$171,548.11
|
|
01-Sep-27
|
01-Oct-27
|
|
$45,536,986.25
|
|
|
$171,548.11
|
|
01-Oct-27
|
01-Nov-27
|
|
$45,365,438.14
|
|
|
$171,548.11
|
|
01-Nov-27
|
01-Dec-27
|
|
$45,193,890.03
|
|
|
$171,548.11
|
|
01-Dec-27
|
03-Jan-28
|
|
$45,022,341.92
|
|
|
$171,548.11
|
|
03-Jan-28
|
01-Feb-28
|
|
$44,850,793.81
|
|
|
$171,548.11
|
|
01-Feb-28
|
01-Mar-28
|
|
$44,679,245.70
|
|
|
$171,548.11
|
|
01-Mar-28
|
03-Apr-28
|
|
$44,507,697.59
|
|
|
$171,548.11
|
|
03-Apr-28
|
01-May-28
|
|
$44,336,149.48
|
|
|
$171,548.11
|
|
01-May-28
|
01-Jun-28
|
|
$44,164,601.37
|
|
|
$171,548.11
|
|
01-Jun-28
|
03-Jul-28
|
|
$43,993,053.26
|
|
|
$171,548.11
|
|
03-Jul-28
|
01-Aug-28
|
|
$43,821,505.15
|
|
|
$171,548.11
|
|
01-Aug-28
|
01-Sep-28
|
|
$43,649,957.04
|
|
|
$177,098.90
|
|
01-Sep-28
|
02-Oct-28
|
|
$43,472,858.14
|
|
|
$177,098.90
|
|
02-Oct-28
|
01-Nov-28
|
|
$43,295,759.24
|
|
|
$177,098.90
|
|
01-Nov-28
|
01-Dec-28
|
|
$43,118,660.34
|
|
|
$177,098.90
|
|
01-Dec-28
|
02-Jan-29
|
|
$42,941,561.44
|
|
|
$177,098.90
|
|
02-Jan-29
|
01-Feb-29
|
|
$42,764,462.54
|
|
|
$177,098.90
|
|
01-Feb-29
|
01-Mar-29
|
|
$42,587,363.64
|
|
|
$177,098.90
|
|
01-Mar-29
|
02-Apr-29
|
|
$42,410,264.74
|
|
|
$177,098.90
|
|
02-Apr-29
|
01-May-29
|
|
$42,233,165.84
|
|
|
$177,098.90
|
|
01-May-29
|
01-Jun-29
|
|
$42,056,066.94
|
|
|
$177,098.90
|
|
01-Jun-29
|
02-Jul-29
|
|
$41,878,968.04
|
|
|
$177,098.90
|
|
02-Jul-29
|
01-Aug-29
|
|
$41,701,869.14
|
|
|
$41,701,869.14
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Alexander & Baldwin, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
|
By /s/ Christopher J. Benjamin
|
|
|
Christopher J. Benjamin
|
|
|
President and Chief Executive Officer
|
Date:
|
October 28, 2016
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Alexander & Baldwin, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
|
By /s/ Paul K. Ito
|
|
|
Paul K. Ito, Senior Vice President,
|
|
|
Chief Financial Officer and Treasurer
|
Date:
|
October 28, 2016
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/
s/ Christopher J. Benjamin
|
|
Name:
|
Christopher J. Benjamin
|
Title:
|
President and Chief Executive Officer
|
Date:
|
October 28, 2016
|
/
s/ Paul K. Ito
|
|
Name:
|
Paul K. Ito
|
Title:
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Date:
|
October 28, 2016
|
Total Number of S&S Citations
|
0
|
Mine Act § 104(b) Orders
|
0
|
Mine Act § 104(d) Citations and Orders
|
0
|
Mine Act § 110(b)(2) Violations
|
0
|
Mine Act § 107(a) Orders
|
0
|
Total Dollar Value of Proposed MSHA Assessments
|
228.00*
|
Total Number of Mining Related Fatalities
|
0
|
Received Written Notice of Pattern of Violation under Mine Act §104(e) (yes/no)
|
0
|
Received Written Notice of Potential to Have Pattern under Mine Act §104(e) (yes/no)
|
0
|