Hawaii
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45-4849780
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Name of each exchange
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Title of each class
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on which registered
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Common Stock, without par value
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NYSE
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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Items 1 & 2.
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Business and Properties by Business Segments
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A.
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Commercial Real Estate Segment
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B.
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Land Operations Segment
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(1)
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Landholdings
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(2)
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Development-For-Sale Projects
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(3)
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Renewable Energy
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C.
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Materials and Construction
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Employees and Labor Relations
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Available Information
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Items 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 10.
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Directors, Executive Officers and Corporate Governance
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A.
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Directors
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B.
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Executive Officers
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C.
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Corporate Governance
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D.
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Code of Ethics
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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•
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Commercial Real Estate:
includes leasing, property management, redevelopment and development-for-hold activities. Significant assets include improved commercial real estate and urban ground leases. Income from this segment is principally generated by leasing real estate assets.
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•
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Land Operations:
includes planning, zoning, financing, constructing, purchasing, managing, selling, and investing in real property; leasing agricultural land; renewable energy; and diversified agribusiness. Primary assets include landholdings, renewable energy assets (investments in hydroelectric and solar facilities and power purchase agreements) and development projects. Income from this segment is principally generated by renewable energy operations, agricultural leases, select farming operations, development sales and fees, and parcel sales.
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Materials & Construction:
performs asphalt paving as prime contractor and subcontractor; imports and sells liquid asphalt; mines, processes and sells basalt aggregate; produces and sells asphaltic and ready-mix concrete; provides and
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Growing recurring income streams from its commercial real estate portfolio;
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Employing landholdings at their highest and best use, including for diversified agribusiness purposes;
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Entitling, planning, developing and selling real estate;
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•
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Leveraging its strong Materials & Construction's market position and vertical integration to increase earnings and cash flow; and
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Continuing to practice disciplined and prudent financial management to maintain balance sheet strength and financial flexibility.
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Complete the Migration Strategy primarily through the acquisition of high-quality retail, industrial and leased fee assets in Hawaii.
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Optimize returns on A&B’s commercial portfolio.
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◦
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Redevelop properties where returns on incremental costs exceed market cap rates.
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◦
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Develop commercial assets for hold where returns on costs exceed market cap rates.
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Enhance marketing and leasing efforts to become the landlord of choice for high-quality retailers with a desire to enter the Hawaii market or to open multiple locations throughout the state.
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Migrate property management from an outsourced model to an in-house model to achieve enhanced accountability, more effective management, and cost efficiencies.
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Improve information technology platforms to support better decision making.
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Transition the land related to the former Hawaiian Commercial & Sugar Company ("HC&S") sugar plantation to diversified agriculture.
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Operate and maintain plantation infrastructure, including roads, irrigation ditches and power distribution systems, among others.
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Pursue select farming operations.
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Lease land to diversified agricultural producers.
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Advance crop, livestock and bioenergy initiatives through trials to commercial operations, as merited.
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Maintain access to irrigation water to support current and future diversified agriculture activities.
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Entitle and develop certain Hawaii lands to respond to market demand while meeting community needs.
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Accelerate monetization of development assets.
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Actively market and sell available development inventory.
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Reassess development-for-sale portfolio to reduce risks and increase returns, which may include "staying the course" on certain, active projects to maximize value, or de-risking of capital through joint venture structures and selective monetization.
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Shift emphasis from long-term master-planned community developments to short-term developments. Continue opportunistic development on fully entitled lands, maintain financial discipline through careful assessment of market conditions/risks and prudent structuring of transactions. Maintain internal rates of return in the high-teens adjusted for risk assumed.
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Leverage its vertically integrated business model and new, efficient quarrying equipment to lower costs.
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Capitalize on its large, strategically located quarry adjacent to growing area on Oahu to incrementally grow revenues.
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Identify areas throughout the organization to operate more efficiently and effectively.
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Target a 5x - 6x net debt to EBITDA ratio over the long-term.
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Ensure well-laddered debt maturities.
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Maintain a high proportion of fixed-rate debt and longer weighted-average maturities.
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Allocate capital in line with strategic priorities and to investments that have attractive risk-adjusted returns relative to market returns and the Company's internal cost of capital.
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NOI% of Total NOI
1
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Hawaii
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Mainland
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Total
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Retail
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53.8
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%
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2.5
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%
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56.3
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%
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Industrial
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13.4
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%
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5.3
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%
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18.7
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%
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Office
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4.5
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%
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7.3
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%
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11.8
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%
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Ground
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13.2
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%
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—
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%
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13.2
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%
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Total
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84.9
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%
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15.1
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%
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100.0
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%
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1
Refer to page 40 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
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Tenant
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ABR
($ in 000s) |
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% of ABR
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GLA
(sq. ft.) |
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% of total GLA
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Sam's Club
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$
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3,307.9
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4.5%
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180,908
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3.8%
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CVS Corporation
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2,623.5
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3.5%
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150,411
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3.1%
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United Healthcare Services, Inc.
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2,216.1
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3.0%
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108,100
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2.3%
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Foodland Supermarket, Ltd. & related companies
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1,832.0
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2.5%
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112,929
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2.4%
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24 Hour Fitness USA, Inc.
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1,375.0
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1.9%
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45,870
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1.0%
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Albertsons Companies, Inc.
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1,316.1
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1.8%
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168,621
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3.5%
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Whole Foods Market, Inc.
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1,120.3
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1.5%
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31,647
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0.7%
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Office Depot, Inc.
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1,016.7
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1.3%
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75,824
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1.6%
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Keystone Automotive Operations, Inc.
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1,016.0
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1.3%
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230,300
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4.8%
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International Paper
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977.7
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1.3%
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252,040
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5.3%
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Total
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$
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16,801.3
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22.6%
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1,356,650
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28.5%
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Acres
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Maui
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Kauai
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Oahu
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Molokai
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Big Island
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Hawaii Total Acres
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Mainland Total Acres
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Total Acres
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Land under commercial properties/ urban ground leases
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97
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19
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184
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—
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9
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309
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125
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434
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Land in active development
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213
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—
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5
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—
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—
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218
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—
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218
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Land used in other operations
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21
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20
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—
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—
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—
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41
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—
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41
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Land Operations
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Urban land, not in active development/use
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342
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42
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—
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—
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—
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384
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—
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384
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Agriculture
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48,207
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6,631
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76
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—
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—
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54,914
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—
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54,914
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Agriculture in urban entitlement process
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357
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260
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—
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—
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—
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617
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—
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617
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Conservation & preservation
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15,855
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13,309
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639
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—
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—
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29,803
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—
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29,803
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Materials & Construction
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1
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—
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542
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264
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—
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807
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—
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807
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Total landholdings
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65,093
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20,281
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1,446
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264
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9
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87,093
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125
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87,218
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Joint Venture Projects as of December 31, 2016
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Original Acres
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Acres at December 31, 2016
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Kukui'ula (Kauai, HI)
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1,000
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905
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California joint ventures
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75
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75
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Ka Milo (Big Island, HI)
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31
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10
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Keala o Wailea (Maui, HI)
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7
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7
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The Collection (Oahu, HI)
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3
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—
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Total
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1,116
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997
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•
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County amendment of the County Community/General Plan to reflect intended use;
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State Land Use Commission approval to reclassify the parcel from the Agricultural district to the Urban district;
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County approval to rezone the property to the precise land use desired.
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(Dollars in millions)
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Project
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Location
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Product
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Estimated Economic Interest
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Units, acres or gross leasable sq. ft.
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Units/ acres closed
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Target price range per sq. ft.
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Est. Project Cost
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Capital Committed
(JV) |
Investment
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(a)
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(b)
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(c)
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Residential units
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Kamalani (Increment 1)
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Kihei, Maui
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Primary residential
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100%
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170 units
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—
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$400
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$
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64
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N/A
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$
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18
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Ka Milo at Mauna Lani
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Kona, Hawaii
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Resort residential
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50%
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137 units
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86 units
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$530-$800
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$
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125
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$
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16
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$
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16
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Keala o Wailea (MF-11)
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Wailea, Maui
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Resort residential
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65%+/-5%
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70 units
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—
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$600-$1,000
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$
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64
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$
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9
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$
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9
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The Collection
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Honolulu, Oahu
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Primary residential
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90% +/-5%
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465 units
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451 units
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$785
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$
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281
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$
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54
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$
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54
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Total
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$
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534
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$
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79
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$
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97
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Lot sales
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Kahala Avenue Portfolio
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Honolulu, Oahu
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Residential
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100%
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30 lots
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23 lots
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$150-$385
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$
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135
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N/A
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$
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134
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Maui Business Park II
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Kahului, Maui
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Light industrial lots
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100%
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125 acres
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30 acres
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$38-$60
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$
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77
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N/A
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$
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57
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The Ridge at Wailea (MF-19)
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Wailea, Maui
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Resort residential
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100%
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9 lots
(4.5 acres) |
1 lot
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$60-$100
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$
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10
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N/A
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$
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9
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Kukui'ula
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Poipu, Kauai
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Resort residential
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85% +/- 5%
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Up to 1,500 units
(640 saleable acres) |
145 lots
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$40-$110
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N/A
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N/A
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$
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301
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Total
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$
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222
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—
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$
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501
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(a) Economic interest represents the Company's estimated share of distributions after return of capital contributions based on current forecasts of sales activity. Actual results could differ materially from projected results due to the timing of expected sales, increases or decreases in estimated sales prices or costs and other factors. As a result, estimated economic interests are subject to change.
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(b) Includes land cost at book value and capitalized interest but excludes sales commissions and closing costs.
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(c) Includes land cost at contribution value and total expected A&B capital contributed and to be contributed. The estimate includes due diligence costs and capitalized interest but excludes capital projected to be contributed by equity partners, third-party debt, and amounts expected to be funded from project cash flows and/or buyer deposits.
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•
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At the Keala o Wailea (MF-11) project, A&B’s 70 multi-family unit joint venture development with Armstrong Builders, sitework construction commenced in December 2015. As of December 31, 2016, 49 units were under binding contracts. Closings are projected to commence in 2017.
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At the Ridge at Wailea (MF-19) project, eight residential lots remain available for sale.
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an inability of A&B or buyers to secure sufficient financing or insurance on favorable terms, or at all;
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construction delays, defects, or cost overruns, which may increase project development costs;
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an increase in commodity or construction costs, including labor costs;
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the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues;
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an inability to obtain, or a significant delay in obtaining, zoning, construction, occupancy and other required governmental permits and authorizations;
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•
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difficulty in complying with local, city, county and state rules and regulations regarding permitting, zoning, subdivision, utilities, affordable housing and water quality, as well as federal rules and regulations regarding air and water quality and protection of endangered species and their habitats;
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an inability to have access to sufficient and reliable sources of water or to secure water service or meters for its projects;
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an inability to secure tenants or buyers necessary to support the project or maintain compliance with debt covenants;
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•
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failure to achieve or sustain anticipated occupancy or sales levels;
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buyer defaults, including defaults under executed or binding contracts;
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condemnation of all or parts of development or operating properties, which could adversely affect the value or viability of such projects; and
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an inability to sell A&B’s constructed inventory.
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a significant number of A&B’s tenants are unable to meet their obligations;
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increases in non-recoverable operating and ownership costs;
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•
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A&B is unable to lease space at its properties when the space becomes available;
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•
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the rental rates upon a renewal or a new lease are significantly lower than prior rents or do not increase sufficiently to cover increases in operating and ownership costs;
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•
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the providing of lease concessions, such as free or discounted rents and tenant improvement allowances; and
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•
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the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues at the property.
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•
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A&B may not have voting control over the joint venture;
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•
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A&B may not be able to maintain good relationships with its venture partners;
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•
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the venture partner at any time may have economic or business interests that are inconsistent with A&B’s economic or business interests;
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•
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the venture partner may fail to fund its share of capital for operations and development activities or to fulfill its other commitments, including providing accurate and timely accounting and financial information to A&B;
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•
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the joint venture or venture partner could lose key personnel
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•
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the venture partner could become insolvent, requiring A&B to assume all risks and capital requirements related to the joint venture project, and any resulting bankruptcy proceedings could have an adverse impact on the operation of the project or the joint venture; and
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•
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A&B may be required to perform on guarantees it has provided or agrees to provide in the future related to the completion of a joint venture's construction and development of a project, joint venture indebtedness, or on indemnification of a third party serving as surety for a joint venture's bonds for such completion.
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•
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the extent to which management has properly understood and is able to manage the dynamics and demands of the various farming operations comprising the diversified agricultural model, in which the Company may have limited or no prior experience;
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•
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the ability to transition from the sugar operations in an orderly and efficient manner;
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•
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the time required to prepare the land previously under sugar cane cultivation and ready it for a new purpose under the diversified model;
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•
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the ability to respond to any unanticipated changes in expected cash flows, liquidity, cash needs and cash expenditures with respect to the new diversified model, including the Company's ability to obtain any additional financing or other liquidity enhancing transactions, if and when needed;
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•
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the ability to execute strategic initiatives in a cost-effective manner, including identifying business partners to explore potential opportunities;
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•
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The Company's ability to access adequate, affordable and uninterrupted sources of water (see the "
The lack of water for agricultural irrigation could adversely affect the operations and profitability of the Land Operations segment"
risk factor below);
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•
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decreased government funding for infrastructure projects (see the "Economic downturns or reductions in government funding of infrastructure projects could reduce A&B's revenues and profits from its materials and construction businesses." risk factor below);
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•
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reduced spending by private sector customers resulting from poor economic conditions in Hawaii;
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•
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an increased number of competitors;
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•
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less success in competitive bidding for contracts;
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•
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a decline in transportation and logistical costs, which may result in customers purchasing material from sources located outside of Hawaii in a more cost-efficient manner;
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•
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limitations on access to necessary working capital and investment capital to sustain growth; and
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•
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inability to hire and retain essential personnel and to acquire equipment to support growth.
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Dividends Paid Per Share
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|
Market Price
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||||||||||||
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|
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High
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Low
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Close
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||||||||
2015
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|
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|
||||||||
First Quarter
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$
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0.05
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$
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43.33
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$
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36.95
|
|
|
$
|
43.18
|
|
Second Quarter
|
$
|
0.05
|
|
|
$
|
43.68
|
|
|
$
|
39.12
|
|
|
$
|
39.40
|
|
Third Quarter
|
$
|
0.05
|
|
|
$
|
40.00
|
|
|
$
|
32.15
|
|
|
$
|
34.33
|
|
Fourth Quarter
|
$
|
0.06
|
|
|
$
|
39.00
|
|
|
$
|
33.87
|
|
|
$
|
35.31
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
0.06
|
|
|
$
|
37.83
|
|
|
$
|
28.82
|
|
|
$
|
36.68
|
|
Second Quarter
|
$
|
0.06
|
|
|
$
|
39.36
|
|
|
$
|
32.94
|
|
|
$
|
36.14
|
|
Third Quarter
|
$
|
0.06
|
|
|
$
|
42.80
|
|
|
$
|
35.12
|
|
|
$
|
38.42
|
|
Fourth Quarter
|
$
|
0.07
|
|
|
$
|
46.43
|
|
|
$
|
36.98
|
|
|
$
|
44.87
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security holders
|
903,500
|
$17.78
|
1,186,541
|
Total
|
903,500
|
$17.78
|
1,186,541*
|
*
|
Under the 2012 Incentive Compensation Plan,
1,186,541
shares may be issued either as restricted stock grants, restricted stock unit grants, or stock option grants.
|
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 |
October 1-31, 2016
|
2,190
|
$40.20
|
—
|
—
|
November 1-30, 2016
|
10,546
|
$42.64
|
—
|
—
|
December 1-31, 2016
|
2,656
|
$44.46
|
—
|
—
|
|
2016
|
|
2015
|
|
2014
|
|
2013
1
|
|
2012
2
|
||||||||||
Consolidated statements of operations data (in millions)
3
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
387.5
|
|
|
$
|
472.8
|
|
|
$
|
456.3
|
|
|
$
|
238.1
|
|
|
$
|
102.5
|
|
Operating profit
|
$
|
84.7
|
|
|
$
|
145.8
|
|
|
$
|
88.5
|
|
|
$
|
28.7
|
|
|
$
|
3.0
|
|
Income (loss) from continuing operations
|
$
|
32.7
|
|
|
$
|
60.8
|
|
|
$
|
36.8
|
|
|
$
|
5.4
|
|
|
$
|
(7.4
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
(41.1
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
27.7
|
|
|
$
|
29.4
|
|
|
$
|
26.2
|
|
Net income (loss)
|
$
|
(8.4
|
)
|
|
$
|
31.1
|
|
|
$
|
64.5
|
|
|
$
|
34.8
|
|
|
$
|
18.8
|
|
Net income (loss) attributable to A&B Shareholders
|
$
|
(10.2
|
)
|
|
$
|
29.6
|
|
|
$
|
61.4
|
|
|
$
|
34.3
|
|
|
$
|
18.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
4, 5, 6
|
$
|
119.6
|
|
|
$
|
44.7
|
|
|
$
|
75.1
|
|
|
$
|
505.3
|
|
|
$
|
54.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
8
|
$
|
119.5
|
|
|
$
|
55.7
|
|
|
$
|
55.0
|
|
|
$
|
41.7
|
|
|
$
|
35.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share:
7
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations available to A&B Shareholders
|
$
|
0.66
|
|
|
$
|
1.15
|
|
|
$
|
0.69
|
|
|
$
|
0.11
|
|
|
$
|
(0.17
|
)
|
Discontinued operations available to A&B Shareholders
|
(0.84
|
)
|
|
(0.61
|
)
|
|
0.57
|
|
|
0.66
|
|
|
0.61
|
|
|||||
Basic earnings per share available to A&B Shareholders
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
|
$
|
1.26
|
|
|
$
|
0.77
|
|
|
$
|
0.44
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations available to A&B Shareholders
|
$
|
0.65
|
|
|
$
|
1.14
|
|
|
$
|
0.68
|
|
|
$
|
0.11
|
|
|
$
|
(0.17
|
)
|
Discontinued operations available to A&B Shareholders
|
$
|
(0.83
|
)
|
|
(0.60
|
)
|
|
0.57
|
|
|
0.65
|
|
|
0.61
|
|
||||
Diluted earnings per share available to A&B Shareholders
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
|
$
|
1.25
|
|
|
$
|
0.76
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated balance sheet data (in millions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate and joint ventures
|
$
|
1,573.9
|
|
|
$
|
1,564.6
|
|
|
$
|
1,639.9
|
|
|
$
|
1,606.8
|
|
|
$
|
1,203.4
|
|
Total assets
9
|
$
|
2,156.3
|
|
|
$
|
2,242.3
|
|
|
$
|
2,321.1
|
|
|
$
|
2,274.7
|
|
|
$
|
1,429.3
|
|
Total liabilities
9
|
$
|
932.3
|
|
|
$
|
1,003.6
|
|
|
$
|
1,107.3
|
|
|
$
|
1,108.2
|
|
|
$
|
519.2
|
|
Redeemable noncontrolling interest
|
$
|
10.8
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total equity (includes noncontrolling interest)
|
$
|
1,213.2
|
|
|
$
|
1,227.1
|
|
|
$
|
1,213.8
|
|
|
$
|
1,166.5
|
|
|
$
|
910.1
|
|
Long-term debt – non-current
9
|
$
|
472.7
|
|
|
$
|
496.6
|
|
|
$
|
632.0
|
|
|
$
|
606.6
|
|
|
$
|
220.4
|
|
1
|
2013 includes the results, capital expenditures, and depreciation and amortization of Grace from the acquisition date of October 1, 2013 through December 31, 2013.
|
2
|
The financial statements and related financial information pertaining to the year ended 2012 has been presented on a combined basis and reflect the financial position, results of operations and cash flows of the commercial real estate and land operations businesses and corporate functions of Alexander & Baldwin, Inc., all of which were under common ownership and common management prior to the Separation. The financial statements for periods prior to the Separation included herein may not necessarily reflect what A&B’s results of operations, financial position and cash flows would have been had A&B been a stand-alone company during the periods presented.
|
3
|
Amounts recast to reflect discontinued operations.
|
5
|
Excludes expenditures for real estate developments held for sale, which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows, and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $15.2 million, $7.2 million, $41.7 million, $150.6 million, and $37.2 million for
2016
,
2015
,
2014
,
2013
and
2012
, respectively. Investments in real estate joint ventures were
$20.8 million
$25.8 million, $28.7 million, $22.2 million, and $17.4 million in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
9
|
Amounts recast to reflect the adoption of Financial Accounting Standards Update No. 2015-03,
Interest- Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.
|
•
|
Business Overview:
This section provides a general description of A&B’s business, as well as recent developments that A&B believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
|
•
|
Critical Accounting Estimates:
This section identifies and summarizes those accounting policies that significantly impact A&B’s reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.
|
•
|
Consolidated Results of Operations:
This section provides an analysis of A&B’s results of operations for the three years ended
December 31, 2016
,
2015
and
2014
.
|
•
|
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 years ended
December 31, 2016
,
2015
and
2014
, 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.
|
•
|
Contractual Obligations, Commitments, Contingencies and Off-Balance-Sheet Arrangements:
This section provides a discussion of A&B’s contractual obligations and other commitments and contingencies that existed at
December 31, 2016
.
|
•
|
Quantitative and Qualitative Disclosures about Market Risk:
This section discusses how A&B monitors and manages exposure to potential gains and losses associated with changes in interest rates.
|
•
|
Outlook:
This section provides a discussion of management’s general outlook about its markets and A&B’s competitive position.
|
•
|
Discount rates
|
•
|
Expected long-term rate of return on pension plan assets
|
•
|
Health care cost trend rates
|
•
|
Salary growth
|
•
|
Inflation
|
•
|
Retirement rates
|
•
|
Mortality rates
|
•
|
Expected contributions
|
(dollars in millions, except per-share amounts)
|
2016
|
|
Chg.
|
|
2015
|
|
Chg.
|
|
2014
|
||||||
Operating Revenue
|
$
|
387.5
|
|
|
(18.0)%
|
|
$
|
472.8
|
|
|
3.6%
|
|
$
|
456.3
|
|
Operating Costs and Expenses
|
345.9
|
|
|
(9.6)%
|
|
382.5
|
|
|
0.8%
|
|
379.6
|
|
|||
Operating Income
|
41.6
|
|
|
(53.9)%
|
|
90.3
|
|
|
17.7%
|
|
76.7
|
|
|||
Other Income (Expense)
|
(6.3
|
)
|
|
NM
|
|
6.8
|
|
|
NM
|
|
(35.8
|
)
|
|||
Income Tax Expense (Benefit)
|
2.6
|
|
|
(92.8)%
|
|
36.3
|
|
|
9X
|
|
4.1
|
|
|||
Income From Continuing Operations
|
32.7
|
|
|
(46.2)%
|
|
60.8
|
|
|
65.2%
|
|
36.8
|
|
|||
Discontinued Operations (net of income taxes)
|
(41.1
|
)
|
|
38.4%
|
|
(29.7
|
)
|
|
NM
|
|
27.7
|
|
|||
Net Income (Loss)
|
(8.4
|
)
|
|
NM
|
|
31.1
|
|
|
(51.8)%
|
|
64.5
|
|
|||
Income attributable to noncontrolling interest
|
(1.8
|
)
|
|
20.0%
|
|
(1.5
|
)
|
|
(51.6)%
|
|
(3.1
|
)
|
|||
Net income (loss) attributable to A&B
|
$
|
(10.2
|
)
|
|
NM
|
|
$
|
29.6
|
|
|
(51.8)%
|
|
$
|
61.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share - Continuing operations
|
$
|
0.66
|
|
|
(43.0)%
|
|
$
|
1.15
|
|
|
66.7%
|
|
$
|
0.69
|
|
Basic Earnings (Loss) Per Share - Discontinued operations
|
$
|
(0.84
|
)
|
|
38.0%
|
|
$
|
(0.61
|
)
|
|
NM
|
|
$
|
0.57
|
|
Net income (loss) available to A&B shareholders
|
$
|
(0.18
|
)
|
|
NM
|
|
$
|
0.54
|
|
|
(57.1)%
|
|
$
|
1.26
|
|
Diluted Earnings (Loss) Per Share - Continuing operations
|
$
|
0.65
|
|
|
(43.0)%
|
|
$
|
1.14
|
|
|
68.0%
|
|
$
|
0.68
|
|
Diluted Earnings (Loss) Per Share - Discontinued operations
|
$
|
(0.83
|
)
|
|
38.3%
|
|
$
|
(0.60
|
)
|
|
NM
|
|
$
|
0.57
|
|
Net income (loss) available to A&B shareholders
|
$
|
(0.18
|
)
|
|
NM
|
|
$
|
0.54
|
|
|
(57.0)%
|
|
$
|
1.25
|
|
(dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Commercial Real Estate segment revenue
|
$
|
134.7
|
|
|
$
|
133.6
|
|
|
0.8
|
%
|
Commercial Real Estate operating costs and expenses
|
79.0
|
|
|
80.4
|
|
|
(1.7
|
)%
|
||
Selling, general and administrative
|
3.0
|
|
|
1.8
|
|
|
66.7
|
%
|
||
Other segment expense/(income)
|
(2.1
|
)
|
|
(1.8
|
)
|
|
16.7
|
%
|
||
Commercial Real Estate operating profit
|
$
|
54.8
|
|
|
$
|
53.2
|
|
|
3.0
|
%
|
Operating profit margin
|
40.7
|
%
|
|
39.8
|
%
|
|
2.3
|
%
|
||
Net Operating Income
1
|
$
|
86.4
|
|
|
$
|
84.0
|
|
|
2.9
|
%
|
Gross Leasable Area (million sq. ft.) - Improved (at year end)
|
|
|
|
|
|
|||||
Hawaii - improved
|
2.9
|
|
|
2.7
|
|
|
|
|||
Mainland - improved
|
1.8
|
|
|
2.2
|
|
|
|
|||
Total improved
|
4.7
|
|
|
4.9
|
|
|
|
|||
Hawaii urban ground leases (acres at year end)
|
106
|
|
|
106
|
|
|
|
1
|
Refer to page 40 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.
|
6-16
|
|
Ninigret Office Park
|
|
185,500
|
|
1-16
|
|
Manoa Marketplace
|
|
139,300
|
6-16
|
|
2868 Prospect Park
|
|
163,300
|
|
12-16
|
|
2927 East Manoa Road (Fee)
|
|
N/A
|
6-16
|
|
Gateway Oaks
|
|
59,700
|
|
|
|
|
|
|
|
|
Total Dispositions
|
|
408,500
|
|
|
|
Total Acquisitions
|
|
139,300
|
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Commercial Real Estate segment revenue
|
$
|
133.6
|
|
|
$
|
125.3
|
|
|
6.6
|
%
|
Commercial Real Estate operating costs and expenses
|
80.4
|
|
|
78.0
|
|
|
3.1
|
%
|
||
Selling, general and administrative
|
1.8
|
|
|
1.7
|
|
|
5.9
|
%
|
||
Other segment expense/(income)
|
(1.8
|
)
|
|
(2.0
|
)
|
|
(10.0
|
)%
|
||
Commercial Real Estate operating profit
|
$
|
53.2
|
|
|
$
|
47.6
|
|
|
11.8
|
%
|
Operating profit margin
|
39.8
|
%
|
|
38.0
|
%
|
|
|
|||
Net Operating Income
1
|
$
|
84.0
|
|
|
$
|
77.7
|
|
|
8.1
|
%
|
Gross Leasable Area (million sq. ft.) - Improved (at year end)
|
|
|
|
|
|
|
||||
Hawaii - improved
|
2.7
|
|
|
2.6
|
|
|
|
|
||
Mainland - improved
|
2.2
|
|
|
2.5
|
|
|
|
|
||
Total improved
|
4.9
|
|
|
5.1
|
|
|
|
|||
Hawaii urban ground leases (acres at year end)
|
106
|
|
|
115
|
|
|
|
1
|
Refer to page 40 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.
|
||
3-15
|
|
Wilshire Shopping Center
|
|
46,500
|
|
|
5-15
|
|
Aikahi Park Shopping Center leasehold improvements
|
|
98,000
|
|
5-15
|
|
San Pedro Plaza
|
|
171,900
|
|
|
|
|
|
|
|
|
12-15
|
|
Union Bank
|
|
84,000
|
|
|
|
|
|
|
|
|
|
|
Total Dispositions
|
|
302,400
|
|
|
|
|
Total Acquisitions
|
|
98,000
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Commercial Real Estate segment operating profit before discontinued operations
|
$
|
54.8
|
|
|
$
|
53.2
|
|
|
$
|
47.9
|
|
Less amounts reported in discontinued operations (pre-tax)
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Commercial Real Estate segment operating profit after subtracting discontinued operations
|
54.8
|
|
|
53.2
|
|
|
47.6
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28.4
|
|
|
28.9
|
|
|
28.0
|
|
|||
Straight-line lease adjustments
|
(2.1
|
)
|
|
(2.3
|
)
|
|
(2.7
|
)
|
|||
General, administrative and other expenses
|
5.3
|
|
|
4.2
|
|
|
4.5
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Commercial Real Estate segment NOI
|
$
|
86.4
|
|
|
$
|
84.0
|
|
|
$
|
77.7
|
|
Percent change over prior comparative period
|
2.9
|
%
|
|
|
|
|
(dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Development sales revenue
|
$
|
12.5
|
|
|
$
|
75.0
|
|
|
$
|
56.6
|
|
Unimproved/other property sales revenue
|
28.7
|
|
|
26.3
|
|
|
23.9
|
|
|||
Agribusiness revenue
1
|
20.7
|
|
|
18.9
|
|
|
16.2
|
|
|||
Total Land Operations segment revenue
|
$
|
61.9
|
|
|
$
|
120.2
|
|
|
$
|
96.7
|
|
Operating expenses
|
(59.4
|
)
|
|
(88.9
|
)
|
|
(89.2
|
)
|
|||
Impairment of real estate assets
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|||
Earnings from joint ventures
|
15.1
|
|
|
30.2
|
|
|
2.0
|
|
|||
Other income
|
0.7
|
|
|
0.2
|
|
|
5.5
|
|
|||
Total Land Operations operating profit
2
|
$
|
6.6
|
|
|
$
|
61.7
|
|
|
$
|
15.0
|
|
Land Operations operating profit margin
|
10.7
|
%
|
|
51.3
|
%
|
|
15.5
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sugar operations revenue (Land Operations Segment)
|
$
|
98.4
|
|
|
$
|
97.7
|
|
|
$
|
103.7
|
|
Commercial real estate revenue (Commercial Real Estate segment)
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Total revenue from discontinued operations
|
$
|
98.4
|
|
|
$
|
97.7
|
|
|
$
|
104.0
|
|
|
|
|
|
|
|
||||||
Gain on sale of income-producing properties, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.9
|
|
Commercial real estate operating profit
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Total commercial real estate operating profit before taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.2
|
|
|
|
|
|
|
|
|
|
|
|||
Operating profit (loss) from sugar operations
|
$
|
10.9
|
|
|
$
|
(26.9
|
)
|
|
$
|
(12.1
|
)
|
Sugar operations cessation costs
|
(77.6
|
)
|
|
(22.6
|
)
|
|
—
|
|
|||
Total land operations segment operating loss
|
$
|
(66.7
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
|
|||
Total operating profit (loss) before income taxes
|
$
|
(66.7
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
44.1
|
|
Income tax benefit (expense)
|
25.6
|
|
|
19.8
|
|
|
(16.4
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(41.1
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
27.7
|
|
(dollars in millions)
|
2016
|
|
2015
|
Change
|
|||||
Revenue
|
$
|
190.9
|
|
|
$
|
219.0
|
|
(12.8
|
)%
|
Operating profit
|
$
|
23.3
|
|
|
$
|
30.9
|
|
(24.6
|
)%
|
Operating profit margin
|
12.2
|
%
|
|
14.1
|
%
|
(13.5
|
)%
|
||
Depreciation and amortization
|
$
|
11.7
|
|
|
$
|
11.6
|
|
0.9
|
%
|
Aggregate produced (tons in thousands)
|
918.2
|
|
|
759.1
|
|
21.0
|
%
|
||
Aggregate used and sold (tons in thousands)
|
696.1
|
|
|
840.2
|
|
(17.2
|
)%
|
||
Asphaltic concrete placed (tons in thousands)
|
444.9
|
|
|
466.7
|
|
(4.7
|
)%
|
||
Backlog
1,2
|
$
|
242.9
|
|
|
$
|
226.5
|
|
7.2
|
%
|
1
Backlog represents the amount of revenue that Grace Pacific and Maui Paving, LLC, a 50-percent-owned unconsolidated affiliate, expect to realize on contracts awarded or government contracts in which Grace Pacific has been confirmed to be the lowest bidder and formal communication of the award is believed to be 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 December 31, 2016 and 2015 was $15.0 million and $13.9 million, respectively.
|
|||||||||
2
As of the years ended December 31, 2016 and 2015, backlog included $1.3 million and $2.2 million, respectively, of contractual revenue with related parties.
|
(dollars in millions)
|
2015
|
|
2014
|
Change
|
|||||
Revenue
|
$
|
219.0
|
|
|
$
|
234.3
|
|
(6.5
|
)%
|
Operating profit
|
$
|
30.9
|
|
|
$
|
25.9
|
|
19.3
|
%
|
Operating profit margin
|
14.1
|
%
|
|
11.1
|
%
|
27.0
|
%
|
||
Depreciation and amortization
|
$
|
11.6
|
|
|
$
|
15.2
|
|
(23.7
|
)%
|
Aggregate produced (tons in thousands)
|
759.1
|
|
|
793.7
|
|
(4.4
|
)%
|
||
Aggregate used and sold (tons in thousands)
|
840.2
|
|
|
711.4
|
|
18.1
|
%
|
||
Asphaltic concrete placed (tons in thousands)
|
466.7
|
|
|
470.5
|
|
(0.8
|
)%
|
||
Backlog
1,2
|
$
|
226.5
|
|
|
$
|
219.4
|
|
3.2
|
%
|
|
|
December 31,
|
|||||||||
(dollars in millions)
|
|
2016
|
|
2015
|
|
Change
|
|||||
Commercial real estate property acquisition/improvements
|
|
$
|
87.5
|
|
|
$
|
16.2
|
|
|
5X
|
|
Tenant improvements
|
|
3.8
|
|
|
5.5
|
|
|
(30.9
|
)%
|
||
Quarrying and paving
|
|
9.3
|
|
|
7.2
|
|
|
29.0
|
%
|
||
Agribusiness and other
|
|
8.0
|
|
|
14.5
|
|
|
(44.8
|
)%
|
||
Total capital expenditures
*
|
|
$
|
108.6
|
|
|
$
|
43.4
|
|
|
150.2
|
%
|
*
|
Capital expenditures for real estate developments to be held and sold as real estate development inventory are classified in the Consolidated Statements of Cash Flows as operating activities.
|
|
|
|
|
Payment due by period
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Long-term debt obligations
|
(a)
|
$
|
515.8
|
|
|
$
|
42.5
|
|
|
$
|
82.1
|
|
|
$
|
108.4
|
|
|
$
|
282.8
|
|
Estimated interest on debt
|
(b)
|
129.1
|
|
|
24.2
|
|
|
37.8
|
|
|
29.9
|
|
|
37.2
|
|
|||||
Purchase obligations
|
(c)
|
19.6
|
|
|
19.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension benefits
|
|
122.8
|
|
|
11.6
|
|
|
23.8
|
|
|
24.6
|
|
|
62.8
|
|
|||||
Post-retirement obligations
|
(d)
|
8.5
|
|
|
1.0
|
|
|
2.0
|
|
|
1.9
|
|
|
3.6
|
|
|||||
Non-qualified benefit obligations
|
(e)
|
7.9
|
|
|
4.2
|
|
|
1.8
|
|
|
—
|
|
|
1.9
|
|
|||||
Operating lease obligations
|
(f)
|
50.4
|
|
|
6.1
|
|
|
10.9
|
|
|
10.2
|
|
|
23.2
|
|
|||||
Total
|
|
$
|
854.1
|
|
|
$
|
109.2
|
|
|
$
|
158.4
|
|
|
$
|
175.0
|
|
|
$
|
411.5
|
|
(a)
|
Long-term debt obligations (including current portion, but excluding debt premium or discount) include principal repayments of short-term and long-term debt for the respective period(s) described (see Note 8 to the Consolidated Financial Statements for principal repayments for each of the next five years). Long-term debt includes amounts borrowed under revolving credit facilities and have been reflected as payments due in 2020. This amount does not include the $1.2 million debt issuance cost.
|
(b)
|
Estimated cash paid for interest on debt is determined based on (1) the stated interest rate for fixed debt and (2) the rate in effect on
December 31, 2016
for variable rate debt. Because the Company’s variable rate debt may be rolled over, actual interest may be greater or less than the amounts indicated. Estimated interest on debt also includes swap payments on the Company's interest rate swaps.
|
(c)
|
Purchase obligations include only non-cancelable contractual obligations for the purchases of goods and services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Any amounts
|
(d)
|
Post-retirement obligations include expected payments to medical service providers in connection with providing benefits to the Company’s employees and retirees. The
$3.6 million
noted in the column labeled “Thereafter” comprises estimated benefit payments for 2022 through 2026. Post-retirement obligations are described further in Note 11 to the Consolidated Financial Statements. The obligation for pensions reflected on the Company’s consolidated balance sheet is excluded from the table above because the Company is unable to reliably estimate the timing and amount of contributions.
|
(e)
|
Non-qualified benefit obligations include estimated payments to executives and directors under the Company’s three non-qualified plans. The
$1.9 million
noted in the column labeled “Thereafter” comprises estimated benefit payments for 2022 through 2026. Additional information about the Company’s non-qualified plans is included in Note 11 to the Consolidated Financial Statements.
|
(f)
|
Operating lease obligations primarily include land, office space and equipment under non-cancelable, long-term lease arrangements that do not transfer the rights and risks of ownership to A&B. These amounts are further described in Note 9 to the Consolidated Financial Statements.
|
Property Type
|
Vacancy Rate for the Quarter Ended
December 31, 2016
|
Vacancy Rate for the Quarter Ended December 31, 2015 |
Percentage Point Change
|
Average Asking Rent Per Square Foot Per Month
for the Quarter Ended December 31, 2016 |
Average Asking Rent Per Square Foot Per Month
for the Quarter Ended December 31, 2015 |
Percent Change
|
Retail
|
8.4%
|
5.1%
|
3.3
|
$3.92
|
$3.84
|
2.1%
|
Industrial
|
1.6%
|
1.7%
|
(0.1)
|
$1.21
|
$1.13
|
7.1%
|
Office
|
12.7%
|
12.7%
|
—
|
$1.69
|
$1.67
|
1.2%
|
*
|
Refer to page 40 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
|
|
Expected Fiscal Year of Repayment as of December 31, 2016 (dollars in millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
2016
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
38.9
|
|
|
$
|
39.5
|
|
|
$
|
38.8
|
|
|
$
|
35.9
|
|
|
$
|
34.6
|
|
|
$
|
226.5
|
|
|
$
|
414.2
|
|
|
$
|
428.5
|
|
Average interest rate
|
4.83
|
%
|
|
4.75
|
%
|
|
4.68
|
%
|
|
4.61
|
%
|
|
4.61
|
%
|
|
4.39
|
%
|
|
4.51
|
%
|
|
|
|
||||||||
Variable rate
|
$
|
3.5
|
|
|
$
|
1.6
|
|
|
$
|
2.4
|
|
|
$
|
16.6
|
|
|
$
|
21.3
|
|
|
$
|
56.2
|
|
|
$
|
101.6
|
|
|
$
|
100.8
|
|
Average interest rate*
|
2.25
|
%
|
|
2.26
|
%
|
|
2.31
|
%
|
|
2.36
|
%
|
|
2.44
|
%
|
|
2.44
|
%
|
|
2.33
|
%
|
|
|
|
*
|
Estimated interest rates on variable debt are determined based on the rate in effect on
December 31, 2016
. Actual interest rates may be greater or less than the amounts indicated when variable rate debt is rolled over.
|
|
|
|
Page
|
|
|
|
|||
Report of Independent Registered Public Accounting Firm
|
||||
Consolidated Statements of Operations
|
||||
Consolidated Statements of Comprehensive Income (Loss)
|
||||
Consolidated Balance Sheets
|
||||
Consolidated Statements of Cash Flows
|
||||
Consolidated Statements of Equity
|
||||
Notes to Consolidated Financial Statements
|
||||
|
1.
|
Background and Basis of Presentation
|
||
|
2.
|
Significant Accounting Policies
|
||
|
3.
|
Related Party Transactions
|
||
|
4.
|
Discontinued Operations
|
||
|
5.
|
Investments in Affiliates
|
||
|
6.
|
Uncompleted Contracts
|
||
|
7.
|
Property
|
||
|
8.
|
Notes Payable and Long-Term Debt
|
||
|
9.
|
Leases – The Company as Lessee
|
||
|
10
|
Leases – The Company as Lessor
|
||
|
11.
|
Employee Benefit Plans
|
||
|
12.
|
Income Taxes
|
||
|
13.
|
Share-Based Awards
|
||
|
14.
|
Commitments and Contingencies
|
||
|
15.
|
Derivative Instruments
|
||
|
16.
|
Earnings Per Share "EPS"
|
||
|
17.
|
Redeemable Noncontrolling Interest
|
||
|
18.
|
Cessation of Sugar Operations
|
||
|
19.
|
Segment Results
|
||
|
20.
|
Subsequent Event
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenue:
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
134.7
|
|
|
$
|
133.6
|
|
|
$
|
125.3
|
|
Land operations
|
61.9
|
|
|
120.2
|
|
|
96.7
|
|
|||
Materials and construction
|
190.9
|
|
|
219.0
|
|
|
234.3
|
|
|||
Total operating revenue
|
387.5
|
|
|
472.8
|
|
|
456.3
|
|
|||
Operating Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of commercial real estate
|
79.0
|
|
|
80.4
|
|
|
78.0
|
|
|||
Cost of land operations
|
35.0
|
|
|
71.1
|
|
|
57.4
|
|
|||
Cost of materials and construction contracts
|
154.5
|
|
|
175.7
|
|
|
191.3
|
|
|||
Selling, general and administrative
|
56.2
|
|
|
55.3
|
|
|
52.9
|
|
|||
REIT evaluation costs
|
9.5
|
|
|
—
|
|
|
—
|
|
|||
Impairment of real estate assets
|
11.7
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
345.9
|
|
|
382.5
|
|
|
379.6
|
|
|||
Operating Income
|
41.6
|
|
|
90.3
|
|
|
76.7
|
|
|||
Other Income and (Expense):
|
|
|
|
|
|
||||||
Income related to joint ventures
|
19.2
|
|
|
36.8
|
|
|
1.8
|
|
|||
Gain (loss) on the sale of improved property, net
|
8.1
|
|
|
(1.8
|
)
|
|
—
|
|
|||
Reduction in solar investments, net (Note 5, 12, 14)
|
(9.8
|
)
|
|
(2.6
|
)
|
|
(14.7
|
)
|
|||
Interest income and other
|
2.5
|
|
|
1.2
|
|
|
6.1
|
|
|||
Interest expense
|
(26.3
|
)
|
|
(26.8
|
)
|
|
(29.0
|
)
|
|||
Income From Continuing Operations Before Income Taxes
|
35.3
|
|
|
97.1
|
|
|
40.9
|
|
|||
Income tax expense
|
2.6
|
|
|
36.3
|
|
|
4.1
|
|
|||
Income From Continuing Operations
|
32.7
|
|
|
60.8
|
|
|
36.8
|
|
|||
Income (loss) from discontinued operations, net of income taxes (Note 4)
|
(41.1
|
)
|
|
(29.7
|
)
|
|
27.7
|
|
|||
Net Income (Loss)
|
(8.4
|
)
|
|
31.1
|
|
|
64.5
|
|
|||
Income attributable to noncontrolling interest
|
(1.8
|
)
|
|
(1.5
|
)
|
|
(3.1
|
)
|
|||
Net Income (Loss) Attributable to A&B
|
$
|
(10.2
|
)
|
|
$
|
29.6
|
|
|
$
|
61.4
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) per Share of Common Stock:
|
|
|
|
|
|
||||||
Continuing operations available to A&B shareholders
|
$
|
0.66
|
|
|
$
|
1.15
|
|
|
$
|
0.69
|
|
Discontinued operations available to A&B shareholders
|
(0.84
|
)
|
|
(0.61
|
)
|
|
0.57
|
|
|||
Net income (loss) available to A&B shareholders
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
|
$
|
1.26
|
|
Diluted Earnings (Loss) per Share of Common Stock:
|
|
|
|
|
|
||||||
Continuing operations available to A&B shareholders
|
$
|
0.65
|
|
|
$
|
1.14
|
|
|
$
|
0.68
|
|
Discontinued operations available to A&B shareholders
|
(0.83
|
)
|
|
(0.60
|
)
|
|
0.57
|
|
|||
Net income (loss) available to A&B shareholders
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
49.0
|
|
|
48.9
|
|
|
48.7
|
|
|||
Diluted
|
49.4
|
|
|
49.3
|
|
|
49.3
|
|
|||
|
|
|
|
|
|
||||||
Amounts Available to A&B Shareholders (Note 16):
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
32.2
|
|
|
$
|
56.2
|
|
|
$
|
33.7
|
|
Discontinued operations, net of tax
|
(41.1
|
)
|
|
(29.7
|
)
|
|
27.7
|
|
|||
Net income (loss) available to A&B shareholders
|
$
|
(8.9
|
)
|
|
$
|
26.5
|
|
|
$
|
61.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income (Loss)
|
$
|
(8.4
|
)
|
|
$
|
31.1
|
|
|
$
|
64.5
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized interest rate hedging gain
|
2.6
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for interest expense included in net loss
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Defined benefit pension plans:
|
|
|
|
|
|
||||||
Actuarial loss
|
(4.6
|
)
|
|
(7.1
|
)
|
|
(26.7
|
)
|
|||
Amortization of net loss included in net periodic pension cost
|
7.5
|
|
|
7.3
|
|
|
4.5
|
|
|||
Amortization of prior service credit included in net periodic pension cost
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Curtailment
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Prior service cost
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Income taxes related to other comprehensive income
|
(1.4
|
)
|
|
0.6
|
|
|
9.2
|
|
|||
Other Comprehensive Income (Loss)
|
2.1
|
|
|
(0.9
|
)
|
|
(14.3
|
)
|
|||
Comprehensive Income (Loss)
|
(6.3
|
)
|
|
30.2
|
|
|
50.2
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(1.8
|
)
|
|
(1.5
|
)
|
|
(3.1
|
)
|
|||
Comprehensive income (loss) attributable to A&B
|
$
|
(8.1
|
)
|
|
$
|
28.7
|
|
|
$
|
47.1
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2.2
|
|
|
$
|
1.3
|
|
Accounts receivable, less allowances of $1.0 for 2016 and $1.7 for 2015
|
32.1
|
|
|
38.6
|
|
||
Contracts retention
|
13.1
|
|
|
11.5
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
16.4
|
|
|
16.3
|
|
||
Inventories
|
43.3
|
|
|
55.9
|
|
||
Real estate held for sale
|
1.0
|
|
|
—
|
|
||
Income tax receivable
|
10.6
|
|
|
14.0
|
|
||
Prepaid expenses and other assets
|
19.6
|
|
|
14.9
|
|
||
Total current assets
|
138.3
|
|
|
152.5
|
|
||
Investments in Affiliates
|
390.8
|
|
|
416.4
|
|
||
Real Estate Developments
|
179.5
|
|
|
183.5
|
|
||
Property - Net
|
1,231.6
|
|
|
1,269.4
|
|
||
Intangible Assets - Net
|
53.8
|
|
|
54.4
|
|
||
Goodwill
|
102.3
|
|
|
102.3
|
|
||
Other Assets
|
60.0
|
|
|
63.8
|
|
||
Total assets
|
$
|
2,156.3
|
|
|
$
|
2,242.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
42.4
|
|
|
$
|
90.4
|
|
Accounts payable
|
35.2
|
|
|
35.5
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
3.5
|
|
|
2.6
|
|
||
Accrued interest
|
6.3
|
|
|
5.5
|
|
||
Deferred revenue
|
17.6
|
|
|
0.1
|
|
||
Indemnity holdback related to Grace acquisition
|
9.3
|
|
|
9.3
|
|
||
HC&S cessation related liabilities
|
19.1
|
|
|
6.4
|
|
||
Accrued and other liabilities
|
31.7
|
|
|
34.9
|
|
||
Total current liabilities
|
165.1
|
|
|
184.7
|
|
||
Long-term Liabilities
|
|
|
|
||||
Long-term debt
|
472.7
|
|
|
496.6
|
|
||
Deferred income taxes
|
182.0
|
|
|
202.1
|
|
||
Accrued pension and post-retirement benefits
|
64.8
|
|
|
59.7
|
|
||
Other non-current liabilities
|
47.7
|
|
|
60.5
|
|
||
Total long-term liabilities
|
767.2
|
|
|
818.9
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interest (Note 17)
|
10.8
|
|
|
11.6
|
|
||
Equity
|
|
|
|
|
|
||
Common stock - no par value; authorized, 150 million shares; outstanding, 49.0 million and 48.9 million shares at December 31, 2016 and 2015, respectively
|
1,157.3
|
|
|
1,151.7
|
|
||
Accumulated other comprehensive loss
|
(43.2
|
)
|
|
(45.3
|
)
|
||
Retained earnings
|
95.2
|
|
|
117.2
|
|
||
Total A&B shareholders' equity
|
1,209.3
|
|
|
1,223.6
|
|
||
Noncontrolling interest
|
3.9
|
|
|
3.5
|
|
||
Total equity
|
1,213.2
|
|
|
1,227.1
|
|
||
Total liabilities and equity
|
$
|
2,156.3
|
|
|
$
|
2,242.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
(8.4
|
)
|
|
$
|
31.1
|
|
|
$
|
64.5
|
|
Adjustments to reconcile net income to net cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
119.5
|
|
|
55.7
|
|
|
55.0
|
|
|||
Deferred income taxes
|
(20.1
|
)
|
|
16.9
|
|
|
8.8
|
|
|||
Gains on asset transactions, net of impairment losses
|
(11.6
|
)
|
|
(35.8
|
)
|
|
(82.2
|
)
|
|||
Share-based compensation expense
|
4.1
|
|
|
4.7
|
|
|
4.9
|
|
|||
Investments in affiliates, net of distributions
|
1.4
|
|
|
(3.7
|
)
|
|
0.1
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade, contracts retention, and other receivables
|
4.3
|
|
|
(3.1
|
)
|
|
1.6
|
|
|||
Costs and estimated earnings in excess of billings on uncompleted contracts - net
|
0.7
|
|
|
(1.4
|
)
|
|
(6.4
|
)
|
|||
Inventories
|
12.7
|
|
|
25.9
|
|
|
(13.5
|
)
|
|||
Prepaid expenses, income tax receivable and other assets
|
(0.1
|
)
|
|
(12.5
|
)
|
|
6.3
|
|
|||
Accrued pension and post-retirement benefits
|
6.3
|
|
|
3.6
|
|
|
(2.3
|
)
|
|||
Accounts payable and contracts retention
|
(0.4
|
)
|
|
0.1
|
|
|
(2.3
|
)
|
|||
Accrued and other liabilities
|
10.7
|
|
|
(18.2
|
)
|
|
(6.0
|
)
|
|||
Real estate inventory sales (real estate developments held for sale)
|
7.4
|
|
|
73.0
|
|
|
53.6
|
|
|||
Expenditures for real estate inventory (real estate developments held for sale)
|
(15.3
|
)
|
|
(7.2
|
)
|
|
(41.7
|
)
|
|||
Net cash provided by operations
|
111.2
|
|
|
129.1
|
|
|
40.4
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures for property, plant and equipment
|
(108.6
|
)
|
|
(43.4
|
)
|
|
(60.2
|
)
|
|||
Capital expenditures related to forward 1031 commercial property transactions
|
(7.5
|
)
|
|
(1.3
|
)
|
|
(14.9
|
)
|
|||
Proceeds from investment tax credits and grants related to Port Allen Solar Farm
|
—
|
|
|
—
|
|
|
4.5
|
|
|||
Proceeds from disposal of property and other assets
|
19.6
|
|
|
8.1
|
|
|
9.5
|
|
|||
Proceeds from disposals related to 1031 commercial property transactions
|
69.2
|
|
|
40.0
|
|
|
85.6
|
|
|||
Payments for purchases of investments in affiliates and other investments
|
(47.2
|
)
|
|
(29.4
|
)
|
|
(75.1
|
)
|
|||
Proceeds from investments in affiliates and other investments
|
41.3
|
|
|
44.4
|
|
|
36.2
|
|
|||
Change in restricted cash associated with 1031 transactions
|
7.6
|
|
|
(17.4
|
)
|
|
0.6
|
|
|||
Acquisition of business, net of cash (including Grace indemnity holdback)
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||
Net cash provided by (used in) investing activities
|
(25.6
|
)
|
|
1.0
|
|
|
(28.0
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt
|
272.0
|
|
|
132.0
|
|
|
283.0
|
|
|||
Payments of long-term debt and deferred financing costs
|
(334.3
|
)
|
|
(248.1
|
)
|
|
(224.2
|
)
|
|||
Payments on line-of-credit agreement, net
|
(9.9
|
)
|
|
(3.0
|
)
|
|
(62.3
|
)
|
|||
Distribution to noncontrolling interests
|
(1.4
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|||
Dividends paid
|
(12.3
|
)
|
|
(10.3
|
)
|
|
(8.3
|
)
|
|||
Proceeds from issuance (repurchase) of capital stock and other, net
|
1.2
|
|
|
(1.1
|
)
|
|
(0.9
|
)
|
|||
Net cash used in financing activities
|
(84.7
|
)
|
|
(131.6
|
)
|
|
(12.9
|
)
|
|||
Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|||
Net increase (decrease) for the year
|
0.9
|
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|||
Balance, beginning of year
|
1.3
|
|
|
2.8
|
|
|
3.3
|
|
|||
Balance, end of year
|
$
|
2.2
|
|
|
$
|
1.3
|
|
|
$
|
2.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Other Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
(26.2
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(29.8
|
)
|
Income taxes paid
|
$
|
—
|
|
|
$
|
(6.4
|
)
|
|
$
|
(14.2
|
)
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Contribution of land and development assets to joint ventures
|
$
|
—
|
|
|
$
|
9.6
|
|
|
$
|
33.8
|
|
Real estate exchanged for note receivable
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
3.6
|
|
Declared distribution from investment in affiliate
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declared distribution to noncontrolling interest
|
$
|
0.9
|
|
|
$
|
0.4
|
|
|
$
|
1.1
|
|
Asset retirement obligations
|
$
|
5.4
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
Capital expenditures included in accounts payable and accrued expenses
|
$
|
1.3
|
|
|
$
|
8.0
|
|
|
$
|
5.7
|
|
|
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, 2014
|
|
48.6
|
|
|
$
|
1,140.5
|
|
|
$
|
(30.1
|
)
|
|
$
|
49.4
|
|
|
$
|
8.9
|
|
|
$
|
1,168.7
|
|
|
$
|
—
|
|
Net income
|
|
|
|
|
|
|
|
61.4
|
|
|
3.1
|
|
|
64.5
|
|
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(14.3
|
)
|
|
|
|
|
|
(14.3
|
)
|
|
|
|||||||||||
Dividends paid on common stock ($0.17 per share)
|
|
|
|
|
|
|
|
(8.3
|
)
|
|
|
|
(8.3
|
)
|
|
|
|||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
|
|||||||||
Share-based compensation
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|||||||||||
Shares issued or repurchased, net
|
|
0.2
|
|
|
0.6
|
|
|
|
|
(1.5
|
)
|
|
|
|
(0.9
|
)
|
|
|
|||||||||
Excess tax benefit from share-based awards
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
1.3
|
|
|
|
|||||||||||
Balance, December 31, 2014
|
|
48.8
|
|
|
1,147.3
|
|
|
(44.4
|
)
|
|
101.0
|
|
|
10.9
|
|
|
1,214.8
|
|
|
—
|
|
||||||
Net income
|
|
|
|
|
|
|
|
29.6
|
|
|
1.1
|
|
|
30.7
|
|
|
0.4
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(0.9
|
)
|
|
|
|
|
|
(0.9
|
)
|
|
|
|||||||||||
Dividends paid on common stock ($0.21 per share)
|
|
|
|
|
|
|
|
(10.3
|
)
|
|
|
|
(10.3
|
)
|
|
|
|||||||||||
Reclassification of redeemable noncontrolling interest (Note 17)
|
|
|
|
|
|
|
|
|
|
(8.5
|
)
|
|
(8.5
|
)
|
|
8.5
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||||||
Adjustments to redemption value of redeemable noncontrolling interest (Note 17)
|
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
(3.1
|
)
|
|
3.1
|
|
||||||||||
Share-based compensation
|
|
|
|
4.7
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|||||||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|
|
|||||||||
Excess tax benefit from share-based awards
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|||||||||||
Balance, December 31, 2015
|
|
48.9
|
|
|
1,151.7
|
|
|
(45.3
|
)
|
|
117.2
|
|
|
3.5
|
|
|
1,227.1
|
|
|
11.6
|
|
||||||
Net income (loss)
|
|
|
|
|
|
|
|
(10.2
|
)
|
|
0.4
|
|
|
(9.8
|
)
|
|
1.4
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|||||||||||
Dividends paid on common stock ($0.25 per share)
|
|
|
|
|
|
|
|
(12.3
|
)
|
|
|
|
(12.3
|
)
|
|
|
|||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.9
|
)
|
|||||||||||
Adjustments to redemption value of redeemable noncontrolling interest (Note 17)
|
|
|
|
|
|
|
|
1.3
|
|
|
|
|
1.3
|
|
|
(1.3
|
)
|
||||||||||
Share-based compensation
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|||||||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
1.5
|
|
|
|
|
(0.8
|
)
|
|
|
|
0.7
|
|
|
|
|||||||||
Balance, December 31, 2016
|
|
49.0
|
|
|
$
|
1,157.3
|
|
|
$
|
(43.2
|
)
|
|
$
|
95.2
|
|
|
$
|
3.9
|
|
|
$
|
1,213.2
|
|
|
$
|
10.8
|
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
Balance at
Beginning of Year |
|
Provision for bad debt
|
|
Write-offs
and Other |
|
Balance at
End of Year |
2016
|
$1.7
|
|
$0.8
|
|
$(1.5)
|
|
$1.0
|
2015
|
$1.7
|
|
$0.4
|
|
$(0.4)
|
|
$1.7
|
2014
|
$1.3
|
|
$0.8
|
|
$(0.4)
|
|
$1.7
|
|
2016
|
|
2015
|
||||
Sugar inventories
|
$
|
17.5
|
|
|
$
|
16.3
|
|
Asphalt
|
7.4
|
|
|
12.8
|
|
||
Processed rock, Portland cement, and sand
|
12.6
|
|
|
12.2
|
|
||
Work in progress
|
3.0
|
|
|
3.7
|
|
||
Retail merchandise
|
1.7
|
|
|
1.6
|
|
||
Parts, materials and supplies inventories
|
1.1
|
|
|
9.3
|
|
||
Total
|
$
|
43.3
|
|
|
$
|
55.9
|
|
Classification
|
Range of Life (in years)
|
Buildings
|
10 to 40
|
Water, power and sewer systems
|
5 to 50
|
Rock crushing and asphalt plants
|
25 to 35
|
Machinery and equipment
|
2 to 35
|
Other property improvements
|
3 to 35
|
|
2016
|
|
2015
|
||||||||
|
Amount
|
|
Weighted Average Life (Years)
|
|
Amount
|
|
Weighted Average Life (Years)
|
||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||
In-place/favorable leases
|
$
|
8.5
|
|
|
7.0
|
|
$
|
1.0
|
|
|
2.6
|
|
2016
|
|
2015
|
||||
Amortized intangible assets:
|
|
|
|
||||
In-place leases
|
$
|
69.9
|
|
|
$
|
62.6
|
|
Favorable leases
|
17.9
|
|
|
16.6
|
|
||
Permitted quarry rights
|
18.0
|
|
|
18.0
|
|
||
Contract backlog
|
2.6
|
|
|
2.6
|
|
||
Trade name/customer relationships
|
2.2
|
|
|
2.2
|
|
||
Accumulated amortization
|
(56.8
|
)
|
|
(47.6
|
)
|
||
Total assets
|
$
|
53.8
|
|
|
$
|
54.4
|
|
|
Estimated
Amortization |
||
2017
|
$
|
7.5
|
|
2018
|
$
|
6.2
|
|
2019
|
$
|
5.2
|
|
2020
|
$
|
4.0
|
|
2021
|
$
|
3.4
|
|
|
Materials & Construction
|
|
Commercial Real Estate
|
|
Total
|
||||||
Balance, January 1, 2015
|
$
|
93.6
|
|
|
$
|
8.7
|
|
|
$
|
102.3
|
|
Changes to goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2015
|
93.6
|
|
|
8.7
|
|
|
102.3
|
|
|||
Changes to goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2016
|
$
|
93.6
|
|
|
$
|
8.7
|
|
|
$
|
102.3
|
|
|
2016
|
|
2015
|
||||
Unrealized components of benefit plans:
|
|
|
|
||||
Pension plans
|
$
|
(43.8
|
)
|
|
$
|
(44.7
|
)
|
Post-retirement plans
|
(0.6
|
)
|
|
(0.6
|
)
|
||
Non-qualified benefit plans
|
(0.6
|
)
|
|
—
|
|
||
Interest rate swap
|
1.8
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
$
|
(43.2
|
)
|
|
$
|
(45.3
|
)
|
|
Employee
Benefit Plans |
|
Interest Rate Swap
|
|
Total
|
||||||
Balance, January 1, 2014
|
$
|
(30.1
|
)
|
|
$
|
—
|
|
|
$
|
(30.1
|
)
|
Other comprehensive loss before reclassifications, net of taxes of $10.4 for employee benefit plans
|
(16.3
|
)
|
|
—
|
|
|
(16.3
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of taxes of $1.2 for employee benefit plans
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||
Balance, December 31, 2014
|
$
|
(44.4
|
)
|
|
$
|
—
|
|
|
$
|
(44.4
|
)
|
Other comprehensive loss before reclassifications, net of taxes of $2.9 for employee benefit plans
|
(4.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of taxes of $2.3 for employee benefit plans
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||
Balance, December 31, 2015
|
$
|
(45.3
|
)
|
|
$
|
—
|
|
|
$
|
(45.3
|
)
|
Other comprehensive loss before reclassifications, net of taxes of $2.1 and $1.0 for employee benefit plans and interest rate swap, respectively
|
(3.4
|
)
|
|
1.6
|
|
|
(1.8
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of taxes of $2.3 and $0.2 for employee benefit plans and interest rate swap, respectively
|
3.7
|
|
|
0.2
|
|
|
3.9
|
|
|||
Balance, December 31, 2016
|
$
|
(45.0
|
)
|
|
$
|
1.8
|
|
|
$
|
(43.2
|
)
|
Details about Other Comprehensive Income (Loss) Components
|
2016
|
|
2015
|
|
2014
|
||||||
Unrealized hedging gain (loss)
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reclassification adjustment for interest expense included in net loss
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Actuarial loss*
|
(4.6
|
)
|
|
(7.1
|
)
|
|
(26.7
|
)
|
|||
Amortization of defined benefit pension items reclassified to net periodic pension cost:
|
|
|
|
|
|
||||||
Prior service cost
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Net loss*
|
7.5
|
|
|
7.3
|
|
|
4.5
|
|
|||
Prior service credit*
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Curtailment
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Total before income tax
|
3.5
|
|
|
(1.5
|
)
|
|
(23.5
|
)
|
|||
Income taxes
|
(1.4
|
)
|
|
0.6
|
|
|
9.2
|
|
|||
Other comprehensive income (loss) net of tax
|
$
|
2.1
|
|
|
$
|
(0.9
|
)
|
|
$
|
(14.3
|
)
|
*
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 11 for additional details).
|
|
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.
|
RELATED PARTY TRANSACTIONS
|
4.
|
DISCONTINUED OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sugar operations revenue (Land Operations Segment)
|
$
|
98.4
|
|
|
$
|
97.7
|
|
|
$
|
103.7
|
|
Commercial Real Estate revenue (Commercial Real Estate Segment)
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Total revenue from discontinued operations
|
$
|
98.4
|
|
|
$
|
97.7
|
|
|
$
|
104.0
|
|
|
|
|
|
|
|
||||||
Gain on sale of income-producing properties, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.9
|
|
Commercial Real Estate operating profit
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Total Commercial Real Estate operating profit before taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.2
|
|
|
|
|
|
|
|
|
|
|
|||
Operating profit (loss) from sugar operations
|
$
|
10.9
|
|
|
$
|
(26.9
|
)
|
|
$
|
(12.1
|
)
|
Sugar operations Cessation costs
|
(77.6
|
)
|
|
(22.6
|
)
|
|
—
|
|
|||
Total Land Operations segment operating loss
|
$
|
(66.7
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
|
|||
Total operating profit (loss) before income taxes
|
$
|
(66.7
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
44.1
|
|
Income tax benefit (expense)
|
25.6
|
|
|
19.8
|
|
|
(16.4
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(41.1
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
27.7
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share
|
$
|
(0.84
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
0.57
|
|
Diluted Earnings (Loss) Per Share
|
$
|
(0.83
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.57
|
|
5.
|
INVESTMENTS IN AFFILIATES
|
|
2016
|
|
2015
|
||||
Current assets
|
$
|
154.3
|
|
|
$
|
107.1
|
|
Non-current assets
|
727.8
|
|
|
854.0
|
|
||
Total assets
|
$
|
882.1
|
|
|
$
|
961.1
|
|
|
|
|
|
||||
Current liabilities
|
$
|
65.8
|
|
|
$
|
64.4
|
|
Non-current liabilities
|
175.0
|
|
|
200.7
|
|
||
Total liabilities
|
$
|
240.8
|
|
|
$
|
265.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenue
|
$
|
489.3
|
|
|
$
|
471.7
|
|
|
$
|
71.0
|
|
Operating costs and expenses
|
449.8
|
|
|
411.6
|
|
|
65.9
|
|
|||
Operating income
|
$
|
39.5
|
|
|
$
|
60.1
|
|
|
$
|
5.1
|
|
Income from continuing operations*
|
$
|
31.7
|
|
|
$
|
57.2
|
|
|
$
|
5.0
|
|
Net income
|
$
|
31.7
|
|
|
$
|
56.1
|
|
|
$
|
5.0
|
|
|
2016
|
|
2015
|
||||
Costs incurred on uncompleted contracts
|
$
|
92.2
|
|
|
$
|
80.3
|
|
Estimated earnings
|
26.8
|
|
|
29.2
|
|
||
Subtotal
|
119.0
|
|
|
109.5
|
|
||
Less: billings to date
|
106.1
|
|
|
95.8
|
|
||
Total
|
$
|
12.9
|
|
|
$
|
13.7
|
|
|
|
|
|
||||
Included in accompanying consolidated balance sheets under the following captions:
|
|
|
|
|
|||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
16.4
|
|
|
$
|
16.3
|
|
Estimated billings in excess of costs and estimated earnings on uncompleted contracts
|
(3.5
|
)
|
|
(2.6
|
)
|
||
Total
|
$
|
12.9
|
|
|
$
|
13.7
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Buildings
|
$
|
566.5
|
|
|
$
|
571.3
|
|
Land
|
622.6
|
|
|
578.5
|
|
||
Machinery and equipment
|
254.0
|
|
|
242.6
|
|
||
Asphalt plants and quarry assets
|
78.2
|
|
|
77.1
|
|
||
Water, power and sewer systems
|
156.4
|
|
|
145.6
|
|
||
Other property improvements
|
65.9
|
|
|
86.8
|
|
||
Vessel
|
11.3
|
|
|
11.3
|
|
||
Subtotal
|
1,754.9
|
|
|
1,713.2
|
|
||
Accumulated depreciation
|
(523.3
|
)
|
|
(443.8
|
)
|
||
Property - net
|
$
|
1,231.6
|
|
|
$
|
1,269.4
|
|
|
2016
|
|
2015
|
||||
Revolving Credit loans (2.42% for 2016 and 2.10% for 2015)
|
$
|
14.9
|
|
|
$
|
77.8
|
|
Term Loans:
|
|
|
|
||||
3.90%, payable through 2024, unsecured
|
68.1
|
|
|
75.0
|
|
||
6.90%, payable through 2020, unsecured
|
65.0
|
|
|
75.0
|
|
||
3.88%, payable through 2027, unsecured
|
50.0
|
|
|
50.0
|
|
||
5.55%, payable through 2026, unsecured
|
46.0
|
|
|
47.0
|
|
||
5.53%, payable through 2024, unsecured
|
28.5
|
|
|
31.5
|
|
||
5.56%, payable through 2026, unsecured
|
25.0
|
|
|
25.0
|
|
||
4.35%, payable through 2026, unsecured
|
22.0
|
|
|
23.4
|
|
||
4.15%, payable through 2024, secured by Pearl Highlands Center
|
88.8
|
|
|
90.4
|
|
||
LIBOR plus 1.5%, payable through 2021, secured by Kailua Town Center III (a)
|
11.2
|
|
|
11.5
|
|
||
LIBOR plus 2.66%, payable through 2016, secured by The Shops at Kukui'ula
|
—
|
|
|
37.0
|
|
||
LIBOR plus 2.0%, payable through 2019, secured by letter of credit (b)
|
9.4
|
|
|
—
|
|
||
LIBOR plus 2.63%, payable through 2016, secured by Kahala Estate Properties (c)
|
—
|
|
|
8.2
|
|
||
LIBOR plus 1.35%, payable through 2029, secured by Manoa Marketplace (e)
|
60.0
|
|
|
—
|
|
||
6.38%, payable through 2017, secured by Midstate Hayes
|
8.2
|
|
|
8.3
|
|
||
LIBOR plus 1.0%, payable through 2021, secured by asphalt terminal (d)
|
6.1
|
|
|
7.4
|
|
||
5.19%, payable through 2019, unsecured
|
6.5
|
|
|
8.4
|
|
||
1.85%, payable through 2017, unsecured
|
2.5
|
|
|
5.3
|
|
||
3.31%, payable through 2018, unsecured
|
2.8
|
|
|
4.6
|
|
||
2.00%, payable through 2018, unsecured
|
0.8
|
|
|
1.5
|
|
||
2.65%, payable through 2016, unsecured
|
—
|
|
|
0.6
|
|
||
Total debt (contractual)
|
515.8
|
|
|
587.9
|
|
||
Add debt premium (discount)
|
0.5
|
|
|
0.3
|
|
||
Adjustment for debt issuance costs
|
(1.2
|
)
|
|
(1.2
|
)
|
||
Total debt (carrying value)
|
515.1
|
|
|
587.0
|
|
||
Less current portion
|
(42.4
|
)
|
|
(90.4
|
)
|
||
Long-term debt
|
$
|
472.7
|
|
|
$
|
496.6
|
|
(a)
|
Loan has a stated interest rate of
LIBOR
plus
1.5%
, but is swapped through maturity to a
5.95%
fixed rate.
|
(b)
|
Loan has an effective interest rate of
2.82%
for 2016 and
2.83%
for 2015.
|
(c)
|
Loan has an effective interest rate of
3.15%
for 2016 and
2.82%
for 2015. The loan was paid off in December 2016.
|
(d)
|
Loan has a stated interest rate of
LIBOR
plus
1.0%
, but is swapped through maturity to a
5.98%
fixed rate.
|
(e)
|
Loan has a stated interest rate of LIBOR plus
1.35%
, but is swapped through maturity to a
3.135%
fixed rate.
|
Years Ended December 31,
|
|
Minimum Lease Payments
|
||
2017
|
|
$
|
6.1
|
|
2018
|
|
5.7
|
|
|
2019
|
|
5.2
|
|
|
2020
|
|
5.1
|
|
|
2021
|
|
5.1
|
|
|
Thereafter
|
|
23.2
|
|
|
Total
|
|
$
|
50.4
|
|
|
2016
|
|
2015
|
||||
Leased property - real estate
|
$
|
1,149.0
|
|
|
$
|
1,126.8
|
|
Less accumulated depreciation
|
(120.4
|
)
|
|
(125.9
|
)
|
||
Property under operating leases - net
|
$
|
1,028.6
|
|
|
$
|
1,000.9
|
|
Years Ended December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rentals
|
$
|
95.2
|
|
|
$
|
96.2
|
|
|
$
|
89.8
|
|
Contingent rentals (based on sales volume)
|
5.4
|
|
|
4.8
|
|
|
4.7
|
|
|||
Total
|
$
|
100.6
|
|
|
$
|
101.0
|
|
|
$
|
94.5
|
|
|
Operating Leases
|
||
2017
|
$
|
86.7
|
|
2018
|
73.6
|
|
|
2019
|
64.0
|
|
|
2020
|
52.4
|
|
|
2021
|
39.6
|
|
|
Thereafter
|
291.2
|
|
|
Total
|
$
|
607.5
|
|
|
Target
|
|
2016
|
|
2015
|
|||
Domestic equity securities
|
34
|
%
|
|
31
|
%
|
|
34
|
%
|
International equity securities
|
18
|
%
|
|
20
|
%
|
|
18
|
%
|
Fixed income securities
|
36
|
%
|
|
35
|
%
|
|
35
|
%
|
Other
|
12
|
%
|
|
9
|
%
|
|
10
|
%
|
Cash
|
—
|
%
|
|
5
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements as of
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
|
Total
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
6.1
|
|
|
$
|
6.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic
|
28.1
|
|
|
28.1
|
|
|
—
|
|
|
—
|
|
||||
Domestic exchange-traded funds
|
16.9
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
||||
International
|
24.5
|
|
|
24.5
|
|
|
—
|
|
|
—
|
|
||||
International and emerging markets exchange-traded funds
|
4.1
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury obligations
|
21.7
|
|
|
21.7
|
|
|
—
|
|
|
—
|
|
||||
Domestic corporate bonds and notes
|
26.6
|
|
|
—
|
|
|
26.6
|
|
|
—
|
|
||||
Foreign corporate bonds
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Limited partnership interest in private equity fund
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Exchange-traded global real estate securities
|
9.9
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
||||
Insurance contracts
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Exchange-traded commodity fund
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
||||
Other receivables
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
143.1
|
|
|
$
|
114.8
|
|
|
$
|
28.1
|
|
|
$
|
0.2
|
|
|
Fair Value Measurements as of
|
||||||||||||||
|
December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic
|
16.7
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
||||
Domestic exchange-traded funds
|
33.1
|
|
|
33.1
|
|
|
|
|
|
||||||
International
|
18.6
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
||||
International and emerging markets exchange-traded funds
|
7.2
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury obligations
|
17.1
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
||||
Domestic corporate bonds and notes
|
31.6
|
|
|
—
|
|
|
31.6
|
|
|
—
|
|
||||
Foreign corporate bonds
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Limited partnership interest in private equity fund
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Exchange-traded global real estate securities
|
11.2
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
||||
Insurance contracts
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Exchange-traded commodity fund
|
2.7
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
||||
Other receivables
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
146.2
|
|
|
$
|
111.1
|
|
|
$
|
34.7
|
|
|
$
|
0.4
|
|
|
Fair Value Measurements Using Significant
|
||||||||||
|
Unobservable Inputs (Level 3)
|
||||||||||
|
Private Equity
|
|
Insurance
|
|
Total
|
||||||
Beginning balance, January 1, 2015
|
$
|
0.3
|
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
Actual return on plan assets:
|
|
|
|
|
|
||||||
Assets held at the reporting date
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|||
Assets sold during the period
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Ending balance, December 31, 2015
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|||
Actual return on plan assets:
|
|
|
|
|
|
||||||
Assets held at the reporting date
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Ending balance, December 31, 2016
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
194.6
|
|
|
$
|
204.4
|
|
|
$
|
12.2
|
|
|
$
|
12.0
|
|
Service cost
|
3.1
|
|
|
3.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
8.5
|
|
|
8.0
|
|
|
0.5
|
|
|
0.5
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.1
|
|
|
0.9
|
|
||||
Actuarial (gain) loss
|
4.7
|
|
|
(8.9
|
)
|
|
—
|
|
|
0.4
|
|
||||
Benefits paid
|
(13.0
|
)
|
|
(12.0
|
)
|
|
(2.1
|
)
|
|
(1.8
|
)
|
||||
Conversion of guaranteed annuity contract
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
(0.9
|
)
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Amendments
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
197.0
|
|
|
$
|
194.6
|
|
|
$
|
11.9
|
|
|
$
|
12.2
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
146.2
|
|
|
160.8
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
9.4
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
0.5
|
|
|
2.6
|
|
|
0.9
|
|
|
0.8
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
1.1
|
|
|
0.9
|
|
||||
Conversion of guaranteed annuity contract
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(13.0
|
)
|
|
(12.0
|
)
|
|
(2.1
|
)
|
|
(1.8
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Fair value of plan assets at end of year
|
$
|
143.1
|
|
|
$
|
146.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Funded Status and Recognized Liability
|
$
|
(53.9
|
)
|
|
$
|
(48.4
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
(12.2
|
)
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current liabilities
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
||||
Non-current liabilities
|
(53.9
|
)
|
|
(48.4
|
)
|
|
(10.9
|
)
|
|
(11.3
|
)
|
||||
Total
|
$
|
(53.9
|
)
|
|
$
|
(48.4
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
(12.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss (net of taxes)
|
$
|
45.6
|
|
|
$
|
47.3
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Unrecognized prior service credit (net of taxes)
|
(1.8
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
43.8
|
|
|
$
|
44.7
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
197.0
|
|
|
$
|
194.6
|
|
Accumulated benefit obligation
|
$
|
197.0
|
|
|
$
|
193.7
|
|
Fair value of plan assets
|
$
|
143.1
|
|
|
$
|
146.2
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
8.5
|
|
|
8.0
|
|
|
8.3
|
|
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
||||||
Expected return on plan assets
|
(10.0
|
)
|
|
(11.1
|
)
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss
|
7.1
|
|
|
6.9
|
|
|
4.0
|
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
||||||
Amortization of prior service cost
|
(0.5
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment (gain)/loss
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
7.3
|
|
|
6.1
|
|
|
3.4
|
|
|
0.8
|
|
|
0.8
|
|
|
1.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss (gain)
|
$
|
4.4
|
|
|
$
|
7.0
|
|
|
$
|
27.1
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
(0.6
|
)
|
Amortization of unrecognized gain (loss)
|
(7.1
|
)
|
|
(6.9
|
)
|
|
(4.0
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||||
Amortization of prior service credit
|
1.4
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (loss)
|
(1.3
|
)
|
|
1.3
|
|
|
23.9
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
(0.9
|
)
|
||||||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
6.0
|
|
|
$
|
7.4
|
|
|
$
|
27.3
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
0.1
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted Average Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.20
|
%
|
|
4.50
|
%
|
|
4.00
|
%
|
|
4.20
|
%
|
|
4.50
|
%
|
|
4.10
|
%
|
Expected return on plan assets
|
7.10
|
%
|
|
7.10
|
%
|
|
7.10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
3.00
|
%
|
Initial health care cost trend rate
|
|
|
|
|
|
|
6.80
|
%
|
|
7.00
|
%
|
|
7.30
|
%
|
|||
Ultimate rate
|
|
|
|
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|||
Year ultimate rate is reached
|
|
|
|
|
|
|
2037
|
|
|
2037
|
|
2028
|
|
Other Post-retirement Benefits
|
||||||||||||||||||||||
|
One Percentage Point
|
||||||||||||||||||||||
|
Increase
|
|
Decrease
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Effect on total of service and interest cost components
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Effect on post-retirement benefit obligation
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
$
|
(0.9
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(0.9
|
)
|
|
|
Pension
|
|
Non-qualified
|
|
Post-retirement
|
||||||
Year
|
|
Benefits
|
|
Plan Benefits
|
|
Benefits
|
||||||
2017
|
|
$
|
11.6
|
|
|
$
|
4.2
|
|
|
$
|
1.0
|
|
2018
|
|
$
|
11.8
|
|
|
$
|
1.7
|
|
|
$
|
1.0
|
|
2019
|
|
$
|
12.0
|
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
2020
|
|
$
|
12.2
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
2021
|
|
$
|
12.4
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
2022-2026
|
|
$
|
62.8
|
|
|
$
|
1.9
|
|
|
$
|
3.6
|
|
a.
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
Pension Protection Act Zone Status
|
FIP/RP Status
|
Contribution by Entity
|
Contribution by Entity
|
Surcharge Imposed
|
Expiration Date
|
Current Plan Year End
|
||||
|
EIN Plan No.
|
2016 and 2015
|
Pending/Implemented
|
Jan. 1 - Dec. 31, 2016
|
Jan. 1 - Dec. 31, 2015
|
|||||||
Fund
|
|
|
|
|
|
|
|
|
||||
Operating Engineers
|
94-6090764; 001
|
Red
|
Yes
|
$
|
4.7
|
|
$
|
4.6
|
|
No
|
9/2/19
|
12/31/16
|
Laborers National
|
52-6074345; 001
|
Red
|
Yes
|
0.1
|
|
0.1
|
|
No
|
8/31/18
|
12/31/16
|
||
Hawaii Laborers
|
99-6025107; 001
|
Green
|
No
|
0.7
|
|
0.8
|
|
No
|
8/31/19
|
2/29/16
|
||
Hawaii Laborers
|
99-6025107; 001
|
Green
|
No
|
0.2
|
|
0.2
|
|
No
|
9/30/19
|
2/29/16
|
||
Total
|
|
|
|
$
|
5.7
|
|
$
|
5.7
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
2.9
|
|
|
$
|
13.4
|
|
|
$
|
15.4
|
|
State
|
0.9
|
|
|
1.6
|
|
|
4.5
|
|
|||
Current
|
$
|
3.8
|
|
|
$
|
15.0
|
|
|
$
|
19.9
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(1.4
|
)
|
|
$
|
18.5
|
|
|
$
|
(8.1
|
)
|
State
|
0.2
|
|
|
2.8
|
|
|
(7.7
|
)
|
|||
Deferred
|
$
|
(1.2
|
)
|
|
$
|
21.3
|
|
|
$
|
(15.8
|
)
|
Income tax expense (benefit)
|
$
|
2.6
|
|
|
$
|
36.3
|
|
|
$
|
4.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Computed federal income tax expense
|
$
|
12.3
|
|
|
$
|
34.0
|
|
|
$
|
14.3
|
|
State income taxes
|
0.6
|
|
|
4.4
|
|
|
1.9
|
|
|||
Nondeductible transaction costs
|
2.4
|
|
|
—
|
|
|
—
|
|
|||
Federal solar tax credits
|
(8.7
|
)
|
|
—
|
|
|
(11.3
|
)
|
|||
Share-based compensation
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interest
|
(0.7
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Other—net
|
(1.8
|
)
|
|
(1.6
|
)
|
|
0.3
|
|
|||
Income tax expense (benefit)
|
$
|
2.6
|
|
|
$
|
36.3
|
|
|
$
|
4.1
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
35.8
|
|
|
$
|
37.1
|
|
Capitalized costs
|
23.0
|
|
|
22.4
|
|
||
Joint ventures and other investments
|
1.3
|
|
|
4.3
|
|
||
Impairment and amortization
|
11.4
|
|
|
7.8
|
|
||
Solar investment benefits
|
15.0
|
|
|
9.0
|
|
||
Insurance and other reserves
|
6.0
|
|
|
5.9
|
|
||
Other
|
3.5
|
|
|
5.7
|
|
||
Total deferred tax assets
|
$
|
96.0
|
|
|
$
|
92.2
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property (including tax-deferred gains on real estate transactions)
|
$
|
260.3
|
|
|
$
|
279.3
|
|
Straight-line rental income and advanced rent
|
8.4
|
|
|
9.0
|
|
||
Other
|
9.3
|
|
|
6.0
|
|
||
Total deferred tax liabilities
|
$
|
278.0
|
|
|
$
|
294.3
|
|
|
|
|
|
||||
Net deferred tax liability
|
$
|
182.0
|
|
|
$
|
202.1
|
|
|
2016
|
|
2015
|
||||
Waihonu
|
$
|
8.7
|
|
|
$
|
—
|
|
KRS II
|
1.1
|
|
|
2.6
|
|
||
Total
|
$
|
9.8
|
|
|
$
|
2.6
|
|
|
2012
Plan
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding, January 1, 2016
|
1,098.6
|
|
|
$18.81
|
|
|
|
|
Exercised
|
(195.1
|
)
|
|
$23.58
|
|
|
|
|
Outstanding, December 31, 2016
|
903.5
|
|
|
$17.78
|
|
3.1
|
|
$24,288
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest
|
903.5
|
|
|
$17.78
|
|
3.1
|
|
$24,288
|
Exercisable, December 31, 2016
|
903.5
|
|
|
$17.78
|
|
3.1
|
|
$24,288
|
|
2012
Plan
Restricted
Stock
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Outstanding, January 1, 2016
|
271.9
|
|
|
$37.74
|
Granted
|
154.3
|
|
|
$30.91
|
Vested
|
(69.0
|
)
|
|
$38.00
|
Canceled
|
(63.7
|
)
|
|
$39.04
|
Outstanding, December 31, 2016
|
293.5
|
|
|
$33.81
|
|
2016
|
|
2015
|
||
Volatility of A&B common stock
|
26.3
|
%
|
|
29.5
|
%
|
Average volatility of peer companies
|
35.3
|
%
|
|
34.2
|
%
|
Risk-free interest rate
|
1.10
|
%
|
|
0.70
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Share-based expense (net of estimated forfeitures):
|
|
|
|
|
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Incremental share-based compensation cost related to separation
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Time-based and market-based restricted stock units
|
4.1
|
|
|
4.6
|
|
|
4.4
|
|
|||
Total share-based expense
|
4.1
|
|
|
4.6
|
|
|
4.9
|
|
|||
Total recognized tax benefit
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|||
Share-based expense (net of tax)
|
$
|
2.7
|
|
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
||||||
Cash received upon option exercise
|
$
|
4.6
|
|
|
$
|
0.5
|
|
|
$
|
4.5
|
|
Intrinsic value of options exercised
|
$
|
2.6
|
|
|
$
|
0.5
|
|
|
$
|
5.4
|
|
Tax benefit realized upon option exercise
|
$
|
1.0
|
|
|
$
|
0.2
|
|
|
$
|
2.0
|
|
Fair value of stock vested
|
$
|
2.2
|
|
|
$
|
4.2
|
|
|
$
|
2.6
|
|
Standby letters of credit
|
(a)
|
$
|
12.7
|
|
Bonds
|
(b)
|
$
|
413.6
|
|
(a)
|
Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit. None of the letters of credit have been drawn upon to date, and the Company believes it is unlikely that any of these letters of credit will be drawn upon.
|
(b)
|
Represents bonds related to construction and real estate activities in Hawaii. Approximately
$391.2 million
is related to construction bonds issued by third party sureties (bid, performance and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond. None of the bonds has been drawn upon to date, and the Company believes it is unlikely that any of these bonds will be drawn upon.
|
|
2016
|
|
2015
|
||||
Derivatives in Designated Cash Flow Hedging Relationships:
|
|
|
|
||||
Amount of (gain) loss recognized in OCI on derivatives (effective portion)
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
Amounts reclassified from accumulated OCI into earnings under "interest expense"
|
(0.4
|
)
|
|
—
|
|
||
Derivatives Not Designated as Cash Flow Hedges:
|
|
|
|
||||
Amount of realized and unrealized loss on derivatives recognized in earnings under "interest income and other"
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations, net of tax
|
$
|
32.7
|
|
|
$
|
60.8
|
|
|
$
|
36.8
|
|
Less: Noncontrolling interest
|
(1.8
|
)
|
|
(1.5
|
)
|
|
(3.1
|
)
|
|||
Income from continuing operations attributable to A&B shareholders, net of tax
|
30.9
|
|
|
59.3
|
|
|
33.7
|
|
|||
Less: Undistributed earnings (losses) allocated from redeemable noncontrolling interest
|
1.3
|
|
|
(3.1
|
)
|
|
—
|
|
|||
Income from continuing operations available to A&B shareholders, net of tax
|
32.2
|
|
|
56.2
|
|
|
33.7
|
|
|||
Income from discontinued operations available to A&B shareholders, net of tax
|
(41.1
|
)
|
|
(29.7
|
)
|
|
27.7
|
|
|||
Net income available to A&B shareholders
|
$
|
(8.9
|
)
|
|
$
|
26.5
|
|
|
$
|
61.4
|
|
|
|
Charges recognized during 2016
|
|
Cumulative amount recognized as of
December 31, 2016
|
|
Remaining to be recognized
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Employee severance benefits and related costs
|
|
$
|
8.4
|
|
|
$
|
21.8
|
|
|
$
|
0.1
|
|
|
$
|
21.9
|
|
Asset write-offs and accelerated depreciation
*
|
|
62.1
|
|
|
71.3
|
|
|
—
|
|
|
71.3
|
|
||||
Property removal, restoration and other exit-related costs
|
|
7.1
|
|
|
7.1
|
|
|
3.3
|
|
|
10.4
|
|
||||
Total cessation costs
|
|
$
|
77.6
|
|
|
$
|
100.2
|
|
|
$
|
3.4
|
|
|
$
|
103.6
|
|
|
|
Employee severance benefits and related costs
|
|
Other exit costs
1
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
13.4
|
|
|
$
|
4.1
|
|
|
$
|
17.5
|
|
Expense
|
|
8.4
|
|
|
3.0
|
|
|
11.4
|
|
|||
Cash payments
|
|
(8.1
|
)
|
|
(1.7
|
)
|
|
(9.8
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
13.7
|
|
|
$
|
5.4
|
|
|
$
|
19.1
|
|
|
|
Classification on Balance Sheet
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Current:
|
|
|
|
|
|
|
||||
Employee severance benefits and related costs
|
|
HC&S cessation-related liabilities
|
|
$
|
13.7
|
|
|
$
|
5.8
|
|
Other exit costs
|
|
HC&S cessation-related liabilities
|
|
5.4
|
|
|
0.6
|
|
||
Total current portion
|
|
|
|
19.1
|
|
|
6.4
|
|
||
Long-term:
|
|
|
|
|
|
|
||||
Employee severance benefits and related costs
|
|
Other non-current liabilities
|
|
—
|
|
|
7.6
|
|
||
Other exit costs
|
|
Other non-current liabilities
|
|
—
|
|
|
3.5
|
|
||
Total long-term portion
|
|
|
|
—
|
|
|
11.1
|
|
||
Total sugar Cessation-related liabilities
|
|
|
|
$
|
19.1
|
|
|
$
|
17.5
|
|
|
|
||||||||||
For the Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Commercial Real Estate
|
$
|
134.7
|
|
|
$
|
133.6
|
|
|
$
|
125.3
|
|
Land Operations
|
61.9
|
|
|
120.2
|
|
|
96.7
|
|
|||
Materials & Construction
|
190.9
|
|
|
219.0
|
|
|
234.3
|
|
|||
Total revenue
|
$
|
387.5
|
|
|
$
|
472.8
|
|
|
$
|
456.3
|
|
Operating Profit (Loss)
|
|
|
|
|
|
||||||
Commercial Real Estate
|
$
|
54.8
|
|
|
$
|
53.2
|
|
|
$
|
47.6
|
|
Land Operations
1,2
|
6.6
|
|
|
61.7
|
|
|
15.0
|
|
|||
Materials and Construction
3
|
23.3
|
|
|
30.9
|
|
|
25.9
|
|
|||
Total operating profit
|
84.7
|
|
|
145.8
|
|
|
88.5
|
|
|||
Interest expense
|
(26.3
|
)
|
|
(26.8
|
)
|
|
(29.0
|
)
|
|||
Gain (loss) on sale of improved property, net
4
|
8.1
|
|
|
(1.8
|
)
|
|
—
|
|
|||
General corporate expenses
|
(21.7
|
)
|
|
(20.1
|
)
|
|
(18.6
|
)
|
|||
REIT evaluation costs
5
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|||
Income From Continuing Operations Before Income Taxes
|
35.3
|
|
|
97.1
|
|
|
40.9
|
|
|||
Income tax expense
6
|
2.6
|
|
|
36.3
|
|
|
4.1
|
|
|||
Income From Continuing Operations
|
32.7
|
|
|
60.8
|
|
|
36.8
|
|
|||
Income (Loss) from discontinued operations, net of income tax
|
(41.1
|
)
|
|
(29.7
|
)
|
|
27.7
|
|
|||
Net Income (Loss)
|
(8.4
|
)
|
|
31.1
|
|
|
64.5
|
|
|||
Income attributable to noncontrolling interest
|
(1.8
|
)
|
|
(1.5
|
)
|
|
(3.1
|
)
|
|||
Net Income (Loss) Attributable to A&B
|
$
|
(10.2
|
)
|
|
$
|
29.6
|
|
|
$
|
61.4
|
|
1
|
The Land Operations segment includes approximately
$15.1 million
,
$30.2 million
, and
$2.0 million
in equity in earnings from its various real estate joint ventures for
2016
,
2015
, and
2014
, respectively. The Land Operations segment also includes non-cash impairment charges of $
11.7
million in 2016 related to certain non-active, long-term development projects.
|
2
|
Amounts include non-cash reductions of
$9.8 million
,
$2.6 million
, and
$14.7 million
related to the Company's tax equity solar investments in KRS II and Waihonu for each of the years ended December 31, 2016, 2015, and 2014, respectively.
|
3
|
During the year ended December 31, 2016, the Company recorded charges of
$2.6 million
for environmental costs related to the management of a former quarry site and a net loss of
$1.0 million
related to the sales of vacant land parcels by an unconsolidated affiliate.
|
4
|
Amounts represent the sales of
two
California and
one
Utah property in June 2016,
one
Colorado retail property in March 2015,
one
Texas office building in May 2015, and
one
Washington office building in December 2015.
|
5
|
Costs related to the Company's in-depth evaluation of a REIT conversion.
|
6
|
Tax benefits associated with the KRS II and Waihonu investments are included in the Income tax expense line item in the Consolidated Statements of Operations.
|
As of December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Identifiable Assets:
|
|
|
|
|
|
||||||
Commercial Real Estate
|
$
|
1,119.5
|
|
|
$
|
1,075.7
|
|
|
$
|
1,206.6
|
|
Land Operations
7
|
632.8
|
|
|
759.7
|
|
|
716.6
|
|
|||
Materials and Construction
|
371.8
|
|
|
386.6
|
|
|
385.9
|
|
|||
Other
|
32.2
|
|
|
20.3
|
|
|
12.0
|
|
|||
Total assets
|
$
|
2,156.3
|
|
|
$
|
2,242.3
|
|
|
$
|
2,321.1
|
|
|
|
|
|
|
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Commercial Real Estate
8
|
$
|
98.7
|
|
|
$
|
23.0
|
|
|
$
|
51.8
|
|
Land Operations
9,10
|
5.3
|
|
|
2.1
|
|
|
1.1
|
|
|||
Materials and Construction
|
9.3
|
|
|
7.2
|
|
|
10.7
|
|
|||
Other
|
0.3
|
|
|
1.4
|
|
|
1.8
|
|
|||
Total capital expenditures
|
$
|
113.6
|
|
|
$
|
33.7
|
|
|
$
|
65.4
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
||||||
Commercial Real Estate
|
$
|
28.4
|
|
|
$
|
28.9
|
|
|
$
|
28.0
|
|
Land Operations
10
|
6.7
|
|
|
1.3
|
|
|
—
|
|
|||
Materials and Construction
|
11.7
|
|
|
11.6
|
|
|
15.2
|
|
|||
Other
|
1.8
|
|
|
1.5
|
|
|
1.2
|
|
|||
Total depreciation and amortization
|
$
|
48.6
|
|
|
$
|
43.3
|
|
|
$
|
44.4
|
|
7
|
The Land Operations segment includes approximately
$357.5 million
,
$379.7 million
, and
$383.8 million
related to its investment in various real estate joint ventures as of December 31,
2016
,
2015
, and
2014
, respectively.
|
8
|
Represents gross capital additions to the commercial real estate portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the consolidated statements of cash flows.
|
9
|
Excludes expenditures for real estate developments held for sale, which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows, and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were
$15.2 million
,
$7.2 million
, and
$41.7 million
for
2016
,
2015
, and
2014
, respectively. Investments in real estate joint ventures were
$20.8 million
,
$25.8 million
, and
$28.7 million
in
2016
,
2015
, and
2014
, respectively. Excludes expenditures from discontinued operations, which are classified as Cash Flows from Investing Activities within the Consolidated Statements of Cash Flows of
$2.5 million
,
$11.0 million
and
$9.7 million
for 2016, 2015, and 2014, respectively.
|
10
|
Amounts recast to reflect discontinued operations.
|
|
2016
|
||||||||||||||
(Unaudited)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
$
|
34.8
|
|
|
$
|
34.5
|
|
|
$
|
32.7
|
|
|
$
|
32.7
|
|
Land Operations
|
6.0
|
|
|
5.5
|
|
|
18.1
|
|
|
32.3
|
|
||||
Materials & Construction
|
50.6
|
|
|
42.0
|
|
|
52.1
|
|
|
46.2
|
|
||||
Total revenue
|
$
|
91.4
|
|
|
$
|
82.0
|
|
|
$
|
102.9
|
|
|
$
|
111.2
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
$
|
14.2
|
|
|
$
|
13.6
|
|
|
$
|
13.5
|
|
|
$
|
13.5
|
|
Land Operations
1,2
|
(4.3
|
)
|
|
(10.8
|
)
|
|
7.8
|
|
|
13.9
|
|
||||
Materials and Construction
3
|
8.0
|
|
|
4.9
|
|
|
5.6
|
|
|
4.8
|
|
||||
Total operating profit
|
17.9
|
|
|
7.7
|
|
|
26.9
|
|
|
32.2
|
|
||||
Interest expense
|
(6.9
|
)
|
|
(6.8
|
)
|
|
(6.4
|
)
|
|
(6.2
|
)
|
||||
Gain (loss) on sale of improved property
4
|
—
|
|
|
8.0
|
|
|
0.1
|
|
|
—
|
|
||||
General corporate expenses
|
(6.9
|
)
|
|
(3.6
|
)
|
|
(5.5
|
)
|
|
(5.7
|
)
|
||||
REIT evaluation costs
5
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(5.7
|
)
|
||||
Income From Continuing Operations Before Income Taxes
|
4.1
|
|
|
3.4
|
|
|
13.2
|
|
|
14.6
|
|
||||
Income tax expense
|
0.3
|
|
|
0.3
|
|
|
1.0
|
|
|
1.0
|
|
||||
Income From Continuing Operations
|
3.8
|
|
|
3.1
|
|
|
12.2
|
|
|
13.6
|
|
||||
Loss from discontinued operations, net of income tax
|
(10.8
|
)
|
|
(3.7
|
)
|
|
(13.6
|
)
|
|
(13.0
|
)
|
||||
Net Income (Loss)
|
(7.0
|
)
|
|
(0.6
|
)
|
|
(1.4
|
)
|
|
0.6
|
|
||||
Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
||||
Net Income (Loss) Attributable to A&B
|
(7.5
|
)
|
|
(0.7
|
)
|
|
(1.9
|
)
|
|
(0.1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts Available to A&B Shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of taxes
|
3.8
|
|
|
3.1
|
|
|
12.2
|
|
|
13.6
|
|
||||
Less: Income attributable to noncontrolling interests
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
||||
Income from continuing operations attributable to A&B shareholders, net of taxes
|
3.3
|
|
|
3.0
|
|
|
11.7
|
|
|
12.9
|
|
||||
Less: Undistributed earnings allocated to redeemable noncontrolling interest
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
||||
Income from continuing operations available to A&B shareholders, net of taxes
|
3.7
|
|
|
3.1
|
|
|
12.1
|
|
|
13.3
|
|
||||
Income from discontinuing operations
|
(10.8
|
)
|
|
(3.7
|
)
|
|
(13.6
|
)
|
|
(13.0
|
)
|
||||
Net Income (Loss) Available to A&B shareholders
|
$
|
(7.1
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
0.3
|
|
Earnings (loss) per share available to A&B shareholders:
|
|
|
|
|
|
|
|
|||||||||
|
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
Discontinued operations
|
$
|
(0.23
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
|
Net income (loss)
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
|
Discontinued operations
|
$
|
(0.22
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
|
Net income (loss)
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares:
|
|
|
|
|
|
|
|
|||||||||
|
Basic
|
48.9
|
|
|
49.0
|
|
|
49.0
|
|
|
49.0
|
|
||||
|
Diluted
|
49.3
|
|
|
49.4
|
|
|
49.4
|
|
|
49.4
|
|
|
2015
|
||||||||||||||
(Unaudited)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
$
|
32.7
|
|
|
$
|
34.7
|
|
|
$
|
33.0
|
|
|
$
|
33.2
|
|
Land Operations
|
37.1
|
|
|
41.2
|
|
|
25.5
|
|
|
16.4
|
|
||||
Materials and Construction
|
56.9
|
|
|
57.4
|
|
|
51.0
|
|
|
53.7
|
|
||||
Total revenue
|
$
|
126.7
|
|
|
$
|
133.3
|
|
|
$
|
109.5
|
|
|
$
|
103.3
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
$
|
13.2
|
|
|
$
|
14.0
|
|
|
$
|
12.6
|
|
|
$
|
13.4
|
|
Land Operations
1,2
|
30.8
|
|
|
12.7
|
|
|
7.6
|
|
|
10.6
|
|
||||
Materials and Construction
|
7.2
|
|
|
7.0
|
|
|
7.5
|
|
|
9.2
|
|
||||
Total operating profit
|
51.2
|
|
|
33.7
|
|
|
27.7
|
|
|
33.2
|
|
||||
Interest Expense
|
(7.1
|
)
|
|
(6.6
|
)
|
|
(6.5
|
)
|
|
(6.6
|
)
|
||||
Gain (loss) on sale of improved property
4
|
1.8
|
|
|
0.1
|
|
|
—
|
|
|
(3.7
|
)
|
||||
General Corporate Expenses
|
(5.6
|
)
|
|
(5.3
|
)
|
|
(4.8
|
)
|
|
(4.4
|
)
|
||||
Income From Continuing Operations Before Income Taxes
|
40.3
|
|
|
21.9
|
|
|
16.4
|
|
|
18.5
|
|
||||
Income Tax Expense
|
15.0
|
|
|
8.2
|
|
|
6.1
|
|
|
7.0
|
|
||||
Income From Continuing Operations
|
25.3
|
|
|
13.7
|
|
|
10.3
|
|
|
11.5
|
|
||||
Income (Loss) From Discontinued Operations (net of income taxes)
|
0.6
|
|
|
(3.6
|
)
|
|
(3.3
|
)
|
|
(23.4
|
)
|
||||
Net Income (Loss)
|
25.9
|
|
|
10.1
|
|
|
7.0
|
|
|
(11.9
|
)
|
||||
Income attributable to noncontrolling interest
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Net Income (Loss) Attributable to A&B
|
$
|
25.3
|
|
|
$
|
9.8
|
|
|
$
|
6.7
|
|
|
$
|
(12.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts Available to A&B Shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of taxes
|
25.3
|
|
|
13.7
|
|
|
10.3
|
|
|
11.5
|
|
||||
Less: Income attributable to noncontrolling interests
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Income from continuing operations attributable to A&B shareholders, net of taxes
|
24.7
|
|
|
13.4
|
|
|
10.0
|
|
|
11.2
|
|
||||
Less: Undistributed earnings allocated to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.8
|
)
|
||||
Income from continuing operations available to A&B shareholders, net of taxes
|
24.7
|
|
|
13.4
|
|
|
8.7
|
|
|
9.4
|
|
||||
Income from discontinuing operations
|
0.6
|
|
|
(3.6
|
)
|
|
(3.3
|
)
|
|
(23.4
|
)
|
||||
Net Income (Loss) Available to A&B shareholders
|
25.3
|
|
|
9.8
|
|
|
5.4
|
|
|
(14.0
|
)
|
1
|
During the fourth quarter of 2016, the Company recorded $
11.7
million of non-cash impairment charges related to certain non-active, long-term development projects.
|
2
|
Amounts include non-cash reductions related to the Company's tax equity solar investments in KRS II and Waihonu. During the second quarter of 2016, the Company recognized income tax benefits of approximately
$8.7 million
related to Waihonu.
|
3
|
Amounts include charges of
$2.6 million
for environmental costs related to the management of a former quarry site during the fourth quarter of 2016, as well as a loss of
$1.6 million
and a gain of
$0.6 million
related to the sales of vacant land parcels by an unconsolidated affiliate during the third quarter and fourth quarter of 2016, respectively.
|
4
|
Amounts represent the sales of
two
California and
one
Utah property in June 2016 and
one
Colorado retail property in March 2015,
one
Texas office building in May 2015 and
one
Washington office building in December 2015.
|
5
|
Costs related to the Company's in-depth evaluation of a REIT conversion.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
(in millions)
|
|
Initial Cost
|
Costs Capitalized Subsequent to Acquisition
|
Gross Amounts of Which Carried at Close of Period
|
|
|
|
||||||||||||||||||||||
Description
|
Encum-
brances (1) |
Land
|
Buildings
and Improvements |
Improvements
|
Carrying Costs
|
Land
|
Buildings
and Improvements |
Total(2)
|
Accumulated
Depreciation (3) |
Date of
Construction |
Date
Acquired/ Completed |
||||||||||||||||||
Commercial Real Estate Segment
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Industrial :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Kailua Industrial/Other (HI)
|
$
|
—
|
|
$
|
10.5
|
|
$
|
2.0
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
10.5
|
|
$
|
2.1
|
|
$
|
12.6
|
|
$
|
(0.2
|
)
|
Various
|
2013
|
Kaka'ako Commerce Center (HI)
|
—
|
|
16.9
|
|
20.6
|
|
0.3
|
|
—
|
|
16.9
|
|
20.9
|
|
37.8
|
|
(1.1
|
)
|
1969
|
2014
|
|||||||||
Komohana Industrial Park (HI)
|
—
|
|
25.2
|
|
10.8
|
|
0.5
|
|
—
|
|
25.2
|
|
11.3
|
|
36.5
|
|
(2.0
|
)
|
1990
|
2010
|
|||||||||
Midstate 99 Distribution Ctr. (CA)
|
8.2
|
|
2.7
|
|
29.6
|
|
1.3
|
|
—
|
|
2.7
|
|
30.9
|
|
33.6
|
|
(7.0
|
)
|
2002, 2008
|
2008
|
|||||||||
P&L Warehouse (HI)
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
1.2
|
|
1.2
|
|
(0.7
|
)
|
1970
|
1970
|
|||||||||
Port Allen (HI)
|
—
|
|
—
|
|
0.7
|
|
1.9
|
|
—
|
|
—
|
|
2.6
|
|
2.6
|
|
(1.9
|
)
|
1983, 1993
|
1983-1993
|
|||||||||
Sparks Business Center (NV)
|
—
|
|
3.2
|
|
17.2
|
|
3.0
|
|
—
|
|
3.2
|
|
20.2
|
|
23.4
|
|
(8.4
|
)
|
1996-1998
|
2002
|
|||||||||
Waipio Industrial (HI)
|
—
|
|
19.6
|
|
7.7
|
|
0.1
|
|
—
|
|
19.6
|
|
7.8
|
|
27.4
|
|
(1.7
|
)
|
1988-1989
|
2009
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1800 and 1820 Preston Park (TX)
|
—
|
|
4.5
|
|
19.9
|
|
6.1
|
|
—
|
|
4.5
|
|
26.0
|
|
30.5
|
|
(7.8
|
)
|
1997, 1998
|
2006
|
|||||||||
Concorde Commerce Center (AZ)
|
—
|
|
3.9
|
|
20.9
|
|
6.2
|
|
—
|
|
3.9
|
|
27.1
|
|
31.0
|
|
(7.9
|
)
|
1998
|
2006
|
|||||||||
Deer Valley Financial Center (AZ)
|
—
|
|
3.4
|
|
19.2
|
|
4.3
|
|
—
|
|
3.4
|
|
23.5
|
|
26.9
|
|
(7.7
|
)
|
2001
|
2005
|
|||||||||
Judd Building (HI)
|
—
|
|
1.0
|
|
2.1
|
|
2.2
|
|
—
|
|
1.0
|
|
4.3
|
|
5.3
|
|
(1.7
|
)
|
1898, 1979
|
2000
|
|||||||||
Kahului Office Building (HI)
|
—
|
|
1.0
|
|
0.4
|
|
6.2
|
|
—
|
|
1.0
|
|
6.6
|
|
7.6
|
|
(7.5
|
)
|
1974
|
1989
|
|||||||||
Kahului Office Center (HI)
|
—
|
|
—
|
|
—
|
|
5.7
|
|
—
|
|
—
|
|
5.7
|
|
5.7
|
|
(3.8
|
)
|
1991
|
1991
|
|||||||||
Lono Center (HI)
|
—
|
|
—
|
|
1.4
|
|
1.2
|
|
—
|
|
—
|
|
2.6
|
|
2.6
|
|
(1.4
|
)
|
1973
|
1991
|
|||||||||
Gateway at Mililani Mauka South (HI)
|
—
|
|
7.0
|
|
3.5
|
|
5.8
|
|
—
|
|
7.0
|
|
9.3
|
|
16.3
|
|
(0.5
|
)
|
1992, 2006
|
2012
|
|||||||||
Stangenwald Building (HI)
|
—
|
|
1.8
|
|
1.0
|
|
1.2
|
|
—
|
|
1.8
|
|
2.2
|
|
4.0
|
|
(1.0
|
)
|
1901, 1980
|
1996
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retail :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Aikahi Park Shopping Center (HI)
|
—
|
|
23.5
|
|
6.7
|
|
0.2
|
|
—
|
|
23.5
|
|
6.9
|
|
30.4
|
|
(0.9
|
)
|
1971
|
2015
|
|||||||||
Gateway at Mililani Mauka (HI)
|
—
|
|
7.3
|
|
4.7
|
|
5.5
|
|
—
|
|
7.3
|
|
10.2
|
|
17.5
|
|
(0.8
|
)
|
2008, 2013
|
2011
|
|||||||||
Kahului Shopping Center (HI)
|
—
|
|
—
|
|
—
|
|
2.6
|
|
—
|
|
—
|
|
2.6
|
|
2.6
|
|
(1.6
|
)
|
1951
|
1951
|
|||||||||
Kailua Grocery Anchored (HI)
|
11.2
|
|
54.4
|
|
47.1
|
|
3.3
|
|
—
|
|
54.4
|
|
50.4
|
|
104.8
|
|
(4.4
|
)
|
Various
|
2013
|
|||||||||
Kailua Retail Other (HI)
|
—
|
|
29.6
|
|
26.7
|
|
2.1
|
|
—
|
|
29.6
|
|
28.8
|
|
58.4
|
|
(2.6
|
)
|
Various
|
2013
|
|||||||||
Kaneohe Bay Shopping Ctr. (HI)
|
—
|
|
—
|
|
13.4
|
|
2.1
|
|
—
|
|
—
|
|
15.5
|
|
15.5
|
|
(5.9
|
)
|
1971
|
2001
|
|||||||||
Kunia Shopping Center (HI)
|
—
|
|
2.7
|
|
10.6
|
|
1.3
|
|
—
|
|
2.7
|
|
11.9
|
|
14.6
|
|
(4.2
|
)
|
2004
|
2002
|
|||||||||
Lahaina Square (HI)
|
—
|
|
4.6
|
|
3.7
|
|
2.5
|
|
—
|
|
4.6
|
|
6.2
|
|
10.8
|
|
(0.7
|
)
|
1973
|
2010
|
|||||||||
Lanihau Marketplace (HI)
|
—
|
|
9.4
|
|
13.2
|
|
2.0
|
|
—
|
|
9.4
|
|
15.2
|
|
24.6
|
|
(2.6
|
)
|
1987
|
2010
|
|||||||||
Little Cottonwood Center (UT)
|
—
|
|
12.2
|
|
9.1
|
|
1.3
|
|
—
|
|
12.2
|
|
10.4
|
|
22.6
|
|
(1.9
|
)
|
1998, 2008
|
2010
|
|||||||||
Manoa Marketplace (HI)
|
60.0
|
|
43.3
|
|
35.9
|
|
0.9
|
|
—
|
|
43.3
|
|
36.8
|
|
80.1
|
|
(1.1
|
)
|
1977
|
2016
|
|||||||||
Napili Plaza (HI)
|
—
|
|
9.4
|
|
8.0
|
|
0.6
|
|
—
|
|
9.4
|
|
8.6
|
|
18.0
|
|
(1.2
|
)
|
1991
|
2003, 2013
|
|||||||||
Pearl Highlands Center (HI)
|
88.8
|
|
43.4
|
|
96.2
|
|
2.1
|
|
—
|
|
43.4
|
|
98.3
|
|
141.7
|
|
(10.0
|
)
|
1992-1994
|
2013
|
|||||||||
Port Allen Marina Ctr. (HI)
|
—
|
|
—
|
|
3.4
|
|
1.1
|
|
—
|
|
—
|
|
4.5
|
|
4.5
|
|
(2.0
|
)
|
2002
|
1971
|
|||||||||
Royal MacArthur Center (TX)
|
—
|
|
3.5
|
|
10.1
|
|
2.4
|
|
—
|
|
3.5
|
|
12.5
|
|
16.0
|
|
(3.3
|
)
|
2006
|
2007
|
|||||||||
The Shops at Kukui'ula (HI)
|
—
|
|
8.9
|
|
30.1
|
|
2.2
|
|
—
|
|
8.9
|
|
32.3
|
|
41.2
|
|
(3.1
|
)
|
2009
|
2013
|
|||||||||
Waianae Mall (HI)
|
—
|
|
17.4
|
|
10.1
|
|
4.2
|
|
—
|
|
17.4
|
|
14.3
|
|
31.7
|
|
(1.6
|
)
|
1975
|
2013
|
|||||||||
Waipio Shopping Center (HI)
|
—
|
|
24.0
|
|
7.6
|
|
0.6
|
|
—
|
|
24.0
|
|
8.2
|
|
32.2
|
|
(1.6
|
)
|
1986, 2004
|
2009
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oahu Ground Leases (HI)
|
—
|
|
170.5
|
|
0.6
|
|
—
|
|
—
|
|
170.5
|
|
0.6
|
|
171.1
|
|
—
|
|
|
2013
|
|||||||||
Other miscellaneous investments
|
—
|
|
2.7
|
|
1.1
|
|
9.0
|
|
—
|
|
2.7
|
|
10.1
|
|
12.8
|
|
(7.2
|
)
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total
|
$
|
168.2
|
|
$
|
567.5
|
|
$
|
495.3
|
|
$
|
93.3
|
|
$
|
—
|
|
$
|
567.5
|
|
$
|
588.6
|
|
$
|
1,156.1
|
|
$
|
(119.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total for Hawaii
|
$
|
160.0
|
|
$
|
534.1
|
|
$
|
369.3
|
|
$
|
68.7
|
|
$
|
—
|
|
$
|
534.1
|
|
$
|
438.0
|
|
$
|
972.1
|
|
$
|
(75.0
|
)
|
|
|
Total for U.S. Mainland
|
8.2
|
|
33.4
|
|
126.0
|
|
24.6
|
|
—
|
|
33.4
|
|
150.6
|
|
184.0
|
|
(44.0
|
)
|
|
|
|||||||||
Grand Total
|
$
|
168.2
|
|
$
|
567.5
|
|
$
|
495.3
|
|
$
|
93.3
|
|
$
|
—
|
|
$
|
567.5
|
|
$
|
588.6
|
|
$
|
1,156.1
|
|
$
|
(119.0
|
)
|
|
|
Description (amounts in millions)
|
Encumbrances
|
Land
|
Buildings and Improvements
|
Improvements
|
Carrying Costs
|
Land
|
Buildings and Improvements
|
Total
|
Accumulated Depreciation
|
||||||||||||||||||
Land Operations Segment
|
|
|
|
|
|
|
|
||||||||||||||||||||
Agricultural Land (4)
|
$
|
—
|
|
$
|
9.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9.7
|
|
$
|
—
|
|
$
|
9.7
|
|
$
|
—
|
|
Aina ‘O Kane
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
1.2
|
|
$
|
1.2
|
|
—
|
|
||||||||
Brydeswood
|
—
|
|
—
|
|
—
|
|
2.8
|
|
—
|
|
—
|
|
2.8
|
|
$
|
2.8
|
|
—
|
|
||||||||
Grove Ranch
|
—
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
$
|
1.5
|
|
—
|
|
||||||||
Haliimaile
|
—
|
|
—
|
|
—
|
|
1.0
|
|
—
|
|
—
|
|
1.0
|
|
$
|
1.0
|
|
—
|
|
||||||||
Kahala Portfolio
|
—
|
|
46.0
|
|
—
|
|
—
|
|
—
|
|
46.0
|
|
—
|
|
$
|
46.0
|
|
—
|
|
||||||||
Kamalani
|
—
|
|
—
|
|
—
|
|
17.7
|
|
—
|
|
—
|
|
17.7
|
|
$
|
17.7
|
|
—
|
|
||||||||
Maui Business Park II
|
—
|
|
—
|
|
—
|
|
39.0
|
|
—
|
|
—
|
|
39.0
|
|
$
|
39.0
|
|
—
|
|
||||||||
The Ridge at Wailea (MF-19)
|
—
|
|
1.7
|
|
—
|
|
6.2
|
|
—
|
|
1.7
|
|
6.2
|
|
$
|
7.9
|
|
—
|
|
||||||||
Waiale Community
|
—
|
|
—
|
|
—
|
|
1.8
|
|
—
|
|
—
|
|
1.8
|
|
$
|
1.8
|
|
—
|
|
||||||||
Wailea B-1
|
—
|
|
4.6
|
|
—
|
|
—
|
|
—
|
|
4.6
|
|
—
|
|
$
|
4.6
|
|
—
|
|
||||||||
Wailea B-II
|
—
|
|
3.3
|
|
—
|
|
—
|
|
—
|
|
3.3
|
|
—
|
|
$
|
3.3
|
|
—
|
|
||||||||
Wailea MF-10
|
—
|
|
2.0
|
|
—
|
|
1.9
|
|
—
|
|
2.0
|
|
1.9
|
|
$
|
3.9
|
|
—
|
|
||||||||
Wailea MF-16
|
—
|
|
2.7
|
|
—
|
|
—
|
|
—
|
|
2.7
|
|
—
|
|
$
|
2.7
|
|
—
|
|
||||||||
Wailea MF-6
|
—
|
|
5.8
|
|
—
|
|
—
|
|
—
|
|
5.8
|
|
—
|
|
$
|
5.8
|
|
—
|
|
||||||||
Wailea MF-7
|
—
|
|
2.9
|
|
—
|
|
5.9
|
|
—
|
|
2.9
|
|
5.9
|
|
$
|
8.8
|
|
—
|
|
||||||||
Wailea SF-8
|
—
|
|
1.3
|
|
—
|
|
—
|
|
—
|
|
1.3
|
|
—
|
|
$
|
1.3
|
|
—
|
|
||||||||
Wailea, other
|
—
|
|
15.3
|
|
—
|
|
2.0
|
|
—
|
|
15.3
|
|
2.0
|
|
$
|
17.3
|
|
—
|
|
||||||||
Port Allen Residential (Kai Olino) (5)
|
—
|
|
—
|
|
—
|
|
2.6
|
|
—
|
|
—
|
|
2.6
|
|
$
|
2.6
|
|
—
|
|
||||||||
Other Kauai landholdings
|
—
|
|
—
|
|
—
|
|
2.8
|
|
—
|
|
—
|
|
2.8
|
|
$
|
2.8
|
|
|
|||||||||
Other Maui Landholdings
|
—
|
|
—
|
|
—
|
|
7.6
|
|
—
|
|
—
|
|
7.6
|
|
$
|
7.6
|
|
—
|
|
||||||||
Other miscellaneous investments (5)
|
—
|
|
3.5
|
|
1.3
|
|
2.5
|
|
—
|
|
3.5
|
|
3.8
|
|
$
|
7.3
|
|
(3.7
|
)
|
||||||||
Total
|
$
|
—
|
|
$
|
98.8
|
|
$
|
1.3
|
|
$
|
96.5
|
|
$
|
—
|
|
$
|
98.8
|
|
$
|
97.8
|
|
$
|
196.6
|
|
$
|
(3.7
|
)
|
(1)
|
See Note 8 to consolidated financial statements.
|
(2)
|
The aggregate tax basis, as of December 31, 2016, for the Commercial Real Estate segment and Land Operations segment assets was approximately
$638.7 million
, including outside tax basis of consolidated joint venture investments.
|
(3)
|
Depreciation is computed based upon the following estimated useful lives:
|
Reconciliation of Real Estate (in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
1,332.5
|
|
|
$
|
1,397.1
|
|
|
$
|
1,402.1
|
|
Additions and improvements
|
118.8
|
|
|
32.2
|
|
|
57.0
|
|
|||
Dispositions, retirements and other adjustments
|
(98.6
|
)
|
|
(96.8
|
)
|
|
(62.0
|
)
|
|||
Balance at end of year
|
$
|
1,352.7
|
|
|
$
|
1,332.5
|
|
|
$
|
1,397.1
|
|
Reconciliation of Accumulated Depreciation (in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
128.0
|
|
|
$
|
120.5
|
|
|
$
|
116.9
|
|
Depreciation expense
|
20.2
|
|
|
20.5
|
|
|
19.2
|
|
|||
Dispositions, retirements and other adjustments
|
(25.5
|
)
|
|
(13.0
|
)
|
|
(15.6
|
)
|
|||
Balance at end of year
|
$
|
122.7
|
|
|
$
|
128.0
|
|
|
$
|
120.5
|
|
|
|
ALEXANDER & BALDWIN, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: March 1, 2017
|
|
By: /s/ Christopher J. Benjamin
|
|
|
Christopher J. Benjamin
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Stanley M. Kuriyama
|
|
Chairman of the Board
|
|
March 1, 2017
|
Stanley M. Kuriyama
|
|
|
|
|
|
|
|
|
|
/s/ Christopher J. Benjamin
|
|
President, Chief Executive
|
|
March 1, 2017
|
Christopher J. Benjamin
|
|
Officer, and Director
|
|
|
|
|
|
|
|
/s/ Paul K. Ito
|
|
Senior Vice President,
|
|
March 1, 2017
|
Paul K. Ito
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
/s/ W. Allen Doane
|
|
Director
|
|
March 1, 2017
|
W. Allen Doane
|
|
|
|
|
|
|
|
|
|
/s/ Robert S. Harrison
|
|
Director
|
|
March 1, 2017
|
Robert S. Harrison
|
|
|
|
|
|
|
|
|
|
/s/ David C. Hulihee
|
|
Director
|
|
March 1, 2017
|
David C. Hulihee
|
|
|
|
|
|
|
|
|
|
/s/ Charles G. King
|
|
Lead Independent Director
|
|
March 1, 2017
|
Charles G. King
|
|
|
|
|
|
|
|
|
|
/s/ Douglas M. Pasquale
|
|
Director
|
|
March 1, 2017
|
Douglas M. Pasquale
|
|
|
|
|
|
|
|
|
|
/s/ Michele K. Saito
|
|
Director
|
|
March 1, 2017
|
Michele K. Saito
|
|
|
|
|
|
|
|
|
|
/s/ Jenai S. Wall
|
|
Director
|
|
March 1, 2017
|
Jenai S. Wall
|
|
|
|
|
|
|
|
|
|
/s/ Eric K. Yeaman
|
|
Director
|
|
March 1, 2017
|
Eric K. Yeaman
|
|
|
|
|
Name of Subsidiary
|
|
State or Other Jurisdiction
Under Which Organized
|
||
SUBSIDIARIES AND RELATED ENTITIES
*
|
|
|
||
Alexander & Baldwin, LLC
|
|
Delaware
|
||
Alexander & Baldwin, LLC, Series R
|
|
Delaware
|
||
|
A&B Deer Valley LLC
|
|
Delaware
|
|
|
A&B Gateway LLC
|
|
Hawaii
|
|
|
A&B Little Cottonwood LLC
|
|
Delaware
|
|
|
A&B Lot 100 LLC
|
|
Hawaii
|
|
|
A&B Mililani Investment LLC
|
|
Hawaii
|
|
|
A&B Napili LLC
|
|
Hawaii
|
|
|
A&B Properties Hawaii, LLC, Series R
|
|
Delaware
|
|
|
|
A&B Lanihau LLC
|
|
Hawaii
|
|
|
A&B Manoa LLC
|
|
Hawaii
|
|
|
A&B Ninigret LLC
|
|
Hawaii
|
|
|
A&B P&L LLC
|
|
Hawaii
|
|
|
A&B Visalia 1 LLC
|
|
Hawaii
|
|
|
A&B Visalia 3 LLC
|
|
Delaware
|
|
|
A&B Wailea LLC
|
|
Hawaii
|
|
|
Kai Malu Wailea LLC
|
|
Hawaii
|
|
|
A&B Waipio 100 LLC
|
|
Hawaii
|
|
|
A&B Waipio Shopping Center LLC
|
|
Hawaii
|
|
|
AB Properties Concorde LLC
|
|
Hawaii
|
|
|
ABP Deer Valley LLC
|
|
Delaware
|
|
|
ABP Kailua Road LLC
|
|
Hawaii
|
|
|
ABP Kakaako Commerce 1 LLC
|
|
Hawaii
|
|
|
ABP Kakaako Commerce 2 LLC
|
|
Hawaii
|
|
|
ABP Komohana LLC
|
|
Hawaii
|
|
|
ABP Manoa Marketplace LH LLC
|
|
Hawaii
|
|
|
ABP Mililani Gateway LLC
|
|
Hawaii
|
|
|
ABP Mililani Gateway South LLC
|
|
Hawaii
|
|
|
ABP Napili LLC
|
|
Hawaii
|
|
|
ABP Pearl Highlands LLC
|
|
Hawaii
|
|
|
ABP Residuary LLC
|
|
Hawaii
|
|
|
ABP 2927 East Manoa Road LLC
|
|
Hawaii
|
|
|
ABP 2927 East Manoa Road Reverse LLC
|
|
Hawaii
|
|
|
ABP Ulupuni LLC
|
|
Hawaii
|
|
|
ABP Windward LLC
|
|
Hawaii
|
|
|
Aikahi Park Holdings LLC
|
|
Hawaii
|
|
|
EOK Kihei LLC
|
|
Hawaii
|
|
|
Kahului Town Center LLC
|
|
Hawaii
|
|
|
KKV Management LLC
|
|
Hawaii
|
|
|
Palmdale Trade & Commerce Center, LLC
|
|
California
|
|
|
Panama and Gosford Retail, LLC
|
|
California
|
|
|
Port Allen Residential LLC
|
|
Hawaii
|
|
|
Rye Canyon Office Partners, LLC
|
|
California
|
|
|
Square One Lahaina LLC
|
|
Hawaii
|
|
|
Wailea Estates LLC
|
|
Hawaii
|
|
|
WDCI Deer Valley LLC
|
|
Delaware
|
|
|
WDCI Komohana LLC
|
|
Hawaii
|
|
A&B Waianae LLC
|
|
Delaware
|
|
|
AB Hawaii Royal MacArthur LLC
|
|
Hawaii
|
|
|
ABI Concorde LLC
|
|
Hawaii
|
|
|
ABI Mililani Gateway South LLC
|
|
Hawaii
|
|
|
ABL Ag. LLC
|
|
Hawaii
|
|
|
ABL Exchange LLC
|
|
Hawaii
|
|
|
ABL Hahani LLC
|
|
Hawaii
|
|
|
ABL Hamakua LLC
|
|
Hawaii
|
|
|
ABL Kakaako Commerce 1 LLC
|
|
Hawaii
|
|
|
ABL Kakaako Commerce 2 LLC
|
|
Hawaii
|
|
|
ABL Kelo LLC
|
|
Hawaii
|
|
|
ABL Manoa Marketplace LF LLC
|
|
Hawaii
|
|
|
ABL Manoa Marketplace LH LLC
|
|
Hawaii
|
|
|
ABL 233 Lahainaluna Road LLC
|
|
Hawaii
|
|
|
ABX Napili LLC
|
|
Hawaii
|
|
|
DSD LLC
|
|
Hawaii
|
|
|
East Maui Landholdings, LLC
|
Hawaii
|
||
|
EMI Kakaako Commerce LLC
|
|
Hawaii
|
|
|
EMI Residuary LLC
|
|
Hawaii
|
|
|
Kukui’ula Acres LLC
|
|
Hawaii
|
|
|
Kukui’ula IP LLC
|
|
Hawaii
|
|
|
Kukui’ula Village LLC
|
|
Delaware
|
|
|
Lodge IP LLC
|
|
Hawaii
|
|
|
McBryde Sugar Company, LLC, Series R
|
|
Delaware
|
|
|
|
McBryde Concorde LLC
|
|
Hawaii
|
|
Alexander & Baldwin, LLC, Series T
|
|
Delaware
|
|
|
|
A&B KRS II LLC
|
|
Hawaii
|
|
|
A&B Properties Hawaii, LLC, Series T
|
|
Delaware
|
|
|
A&B Airport Hotel LLC
|
|
Hawaii
|
|
|
A&B Guam LLC
|
|
Hawaii
|
|
|
A&B Ka Milo LLC
|
|
Hawaii
|
|
|
A&B Kakaako LLC
|
|
Hawaii
|
|
|
A&B Kane LLC
|
|
Hawaii
|
|
|
A&B Kihei LLC
|
|
Hawaii
|
|
|
Kamalani Ventures LLC
|
|
Hawaii
|
|
|
A&B Kukui’ula Fairway Homes LLC
|
|
Hawaii
|
|
|
ABP-EWP Development LLC
|
|
Hawaii
|
|
|
A&B MF-11 LLC
|
|
Hawaii
|
|
|
Keala O Wailea LLC
|
|
Hawaii
|
|
|
A&B MLR LLC
|
|
Hawaii
|
|
|
MLR Golf Partners LLC
|
|
Hawaii
|
|
|
A&B Riverside LLC
|
|
Hawaii
|
|
|
A&B Santa Barbara LLC
|
|
Hawaii
|
|
|
Santa Barbara Land and Ranching Company, LLC
|
|
Delaware
|
|
|
A&B Waiawa LLC
|
|
Hawaii
|
|
|
A&B Waikiki LLC
|
|
Hawaii
|
|
|
A&B Wailea Ridge Holdings LLC
|
|
Hawaii
|
|
|
Blacksand Hawaii Investment LLC
|
|
Hawaii
|
|
|
EOK 4607 LLC
|
|
Hawaii
|
|
|
4607 Kahala LLC
|
|
Hawaii
|
|
|
Estates of Kahala LLC
|
|
Hawaii
|
|
|
Keawe Development LLC
|
|
Hawaii
|
|
|
The Collection LLC
|
|
Hawaii
|
|
|
TSAK Restaurant LLC
|
|
Hawaii
|
|
|
Wailea MF-7 LLC
|
|
Hawaii
|
|
|
Wailea MF-8 LLC
|
|
Hawaii
|
|
|
Waimanu Development LLC
|
|
Hawaii
|
|
|
Kewalo Development LLC
|
|
Hawaii
|
|
A&B II, LLC
|
|
Hawaii
|
|
|
|
A&B EKS Holdings LLC
|
|
Hawaii
|
|
|
A&B EKS LH LLC
|
|
Hawaii
|
|
|
Grace Pacific LLC
|
|
Hawaii
|
|
|
GP Maintenance Solutions, Inc.
|
|
Hawaii
|
|
|
GP Roadway Solutions, Inc.
|
|
Hawaii
|
|
|
GLP Asphalt LLC
|
|
Hawaii
|
|
|
Grace Pacific Precast, Inc.
|
|
Hawaii
|
|
|
GP/RM Prestress, LLC
|
|
Hawaii
|
|
|
Maui Paving, LLC
|
|
Hawaii
|
|
|
Niu Construction, Inc.
|
|
Hawaii
|
|
|
Oahu Paving Company, Inc.
|
|
Hawaii
|
|
|
Pohaku Pa’a, LLC
|
|
Hawaii
|
|
ABHI Management LLC
|
|
Hawaii
|
|
|
Agri-Quest Development Company, Inc.
|
|
Hawaii
|
|
|
Central Maui Feedstocks LLC
|
|
Hawaii
|
|
|
East Maui Irrigation Company, LLC
|
|
Hawaii
|
|
|
Kahului Trucking & Storage, Inc.
|
|
Hawaii
|
|
|
Kauai Commercial Company, Incorporated
|
|
Hawaii
|
|
|
KDC, LLC
|
|
Hawaii
|
|
|
|
BKDC Kauai Estates LLC
|
|
Hawaii
|
|
|
Kukui’ula Development Company (Hawaii), LLC
|
|
Hawaii
|
|
|
KDCH Workforce Housing LLC
|
|
Hawaii
|
|
|
Koloa Housing I LLC
|
|
Hawaii
|
|
|
Kukui’ula Makai LLC
|
|
Hawaii
|
|
|
Kukui’ula South Shore Community Services, LLC
|
|
Hawaii
|
/s/
Christopher J. Benjamin
|
|
Name:
|
Christopher J. Benjamin
|
Title:
|
President and Chief Executive Officer
|
Date:
|
March 1, 2017
|
/s/ Paul K. Ito
|
|
Name:
|
Paul K. Ito
|
Title:
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Date:
|
March 1, 2017
|
Total Number of S&S Citations
|
0
|
Mine Act § 104(b) Orders
|
0
|
Mine Act § 104(d) Citations and Orders
|
5
|
Mine Act § 110(b)(2) Violations
|
0
|
Mine Act § 107(a) Orders
|
0
|
Total Dollar Value of Proposed MSHA Assessments
|
0*
|
Total Number of Mining Related Fatalities
|
0
|
Received Written Notice of Pattern of Violation under Mine Act §104(e) (yes/no)
|
No
|
Received Written Notice of Potential to Have Pattern under Mine Act §104(e) (yes/no)
|
No
|
|
|
|
|
|
2014
|
||||
|
|
Assets
|
2015
|
|
(Unaudited)
|
||||
|
|
|
|
|
|
||||
Cash
|
$
|
2,573,165
|
|
|
$
|
485,513
|
|
||
Real Estate Development Costs
|
|
|
192,649,651
|
|
|||||
Deferred Financing Costs
|
|
|
8,901
|
|
|||||
|
|
Total Assets
|
$
|
2,573,165
|
|
|
$
|
193,144,065
|
|
|
|
|
|
|
|
||||
|
|
Liabilities and Members' Equity
|
|
|
|
||||
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||||
|
Contingency Reserve
|
$
|
2,457,823
|
|
|
$
|
96,596
|
|
|
|
Accounts Payable and Accrued Expenses
|
|
|
212,881
|
|
||||
|
Retention Payable
|
|
|
14,743,123
|
|
||||
|
Loan Payable
|
|
|
76,068,549
|
|
||||
|
Deposits
|
|
|
|
36,072,303
|
|
|||
|
|
Total Liabilities
|
2,457,823
|
|
|
127,193,452
|
|
||
|
|
|
|
|
|
||||
Members' Equity
|
115,342
|
|
|
65,950,613
|
|
||||
|
|
|
|
|
|
||||
|
|
|
$
|
2,573,165
|
|
|
$
|
193,144,065
|
|
|
|
|
|
|
2014
|
||||
|
|
|
2015
|
|
(Unaudited)
|
||||
|
|
|
|
|
|
||||
Real Estate Sales, Net
|
$
|
242,952,850
|
|
|
$
|
9,659,590
|
|
||
Cost of Sales
|
208,911,678
|
|
|
8,268,443
|
|
||||
|
|
|
34,041,172
|
|
|
1,391,147
|
|
||
|
|
|
|
|
|
||||
Operating Expenses
|
1,413
|
|
|
178,842
|
|
||||
|
|
|
|
|
|
||||
|
Operating Income
|
34,039,759
|
|
|
1,212,305
|
|
|||
|
|
|
|
|
|||||
Other Income (Expense):
|
|
|
|
||||||
|
Rental and Other Income
|
36,544
|
|
|
80,992
|
|
|||
|
Other Expense
|
(7,841
|
)
|
|
(8,994
|
)
|
|||
|
|
Net Income
|
34,068,462
|
|
|
1,284,303
|
|
||
|
|
|
|
|
|
||||
Members' Equity at Beginning of Year
|
65,950,613
|
|
|
53,092,321
|
|
||||
Member's Contributions
|
—
|
|
|
11,573,989
|
|
||||
Distributions to Members
|
(99,903,733
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
||||
|
|
|
$
|
115,342
|
|
|
$
|
65,950,613
|
|
|
|
|
|
|
|
|
2014
|
||||
|
|
|
|
|
2015
|
|
(Unaudited)
|
||||
|
|
|
|
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|||||||
|
Net Income
|
|
|
$
|
34,068,462
|
|
|
$
|
1,284,303
|
|
|
|
Adjustments to Reconcile Net Income to Net Cash Provided (Used In) Operating Activities:
|
|
|
|
|||||||
|
|
Real Estate Development Costs
|
192,649,651
|
|
|
(88,449,655
|
)
|
||||
|
|
Prepaid Expenses
|
8,901
|
|
|
134
|
|
||||
|
|
Contingency Reserve
|
2,361,227
|
|
|
96,596
|
|
||||
|
|
Accounts Payable and Accrued Expenses
|
(212,881
|
)
|
|
(8,962,494
|
)
|
||||
|
|
Retention Payable
|
(14,743,123
|
)
|
|
8,072,229
|
|
||||
|
|
Deposits
|
(36,072,303
|
)
|
|
(1,407,864
|
)
|
||||
|
|
|
Net Cash Provided by (Used In) Operating Activities
|
178,059,934
|
|
|
(89,366,751
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
||||||||
|
Distributions to Members
|
|
(99,903,733
|
)
|
|
—
|
|
||||
|
Principal Payment on Debt
|
|
(76,068,549
|
)
|
|
(7,878,179
|
)
|
||||
|
Proceeds From Issuance of Debt
|
|
—
|
|
|
83,946,728
|
|
||||
|
Contributions from Members
|
|
—
|
|
|
11,573,989
|
|
||||
|
|
Net Cash Provided by (Used In) Financing Activities
|
(175,972,282
|
)
|
|
87,642,538
|
|
||||
|
|
Net Increase (Decrease) in Cash
|
2,087,652
|
|
|
(1,724,213
|
)
|
||||
Cash at Beginning of Year
|
|
485,513
|
|
|
2,209,726
|
|
|||||
Cash at End of Year
|
|
$
|
2,573,165
|
|
|
$
|
485,513
|
|
|||
|
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||||||
|
Interest Paid
|
|
$
|
203,663
|
|
|
$
|
953,825
|
|
||
Supplemental Noncash Operating Information:
|
|
|
|
||||||||
|
Deferred Financing Cost Amortized to Real Estate Development Costs
|
$
|
—
|
|
|
$
|
882,826
|
|
|||
|
|
|
|
|
|
|
|
(1)
|
Organization and Description of Business
|
|
Economic
|
|
Voting
|
||
|
Interest
|
|
Interest
|
||
|
|
|
|
||
Waimanu Development LLC
|
50.000
|
%
|
|
50
|
%
|
N1189 LLC
|
19.231
|
%
|
|
25
|
%
|
BSC Waihonua LLC
|
29.231
|
%
|
|
23
|
%
|
Armstrong Homes, Ltd.
|
1.538
|
%
|
|
2
|
%
|
(2)
|
Summary of Significant Accounting Principles
|
(3)
|
Cash Reserve
|
(4)
|
Debt
|
(5)
|
Deferred Financing Costs
|
(6)
|
Related-Party Transactions
|
(7)
|
Commitments and Contingencies
|
(8)
|
Subsequent Events
|
KEWALO DEVELOPMENT LLC
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Statements of Income and Changes in Members' Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Years ended December 31, 2016, 2015, and 2014
|
|||||||||||||||
(See accompanying independent accountants' compilation report)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
2016 (Unaudited)
|
|
2015
(Audited)
|
|
2014 (Unaudited)
|
|||
Real estate sales, net
|
|
$ 230,300
|
|
|
$ 242,952,850
|
|
|
$ 9,659,590
|
|
||||||
Cost of sales
|
|
|
—
|
|
|
208,911,678
|
|
|
8,268,443
|
|
|||||
|
|
|
|
|
Gross profit
|
|
230,300
|
|
|
34,041,172
|
|
|
1,391,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses
|
|
80,130
|
|
|
1,413
|
|
|
178,842
|
|
||||||
|
|
|
|
|
Operating income
|
|
150,170
|
|
|
34,039,759
|
|
|
1,212,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|||||||||
|
Rental and other income
|
|
102,947
|
|
|
36,544
|
|
|
80,992
|
|
|||||
|
Other expense
|
|
—
|
|
|
(7,841)
|
|
|
(8,994)
|
|
|||||
|
|
|
|
|
Net income
|
|
253,117
|
|
|
34,068,462
|
|
|
1,284,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Members' equity at beginning of year
|
|
115,342
|
|
|
65,950,613
|
|
|
53,092,321
|
|
||||||
Members' contributions
|
|
—
|
|
|
—
|
|
|
11,573,989
|
|
||||||
Distributions to members
|
|
—
|
|
|
(99,903,733)
|
|
|
—
|
|
||||||
Members' equity at end of year
|
|
$ 368,459
|
|
|
$ 115,342
|
|
|
$ 65,950,613
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
KEWALO DEVELOPMENT LLC
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Statements of Cash Flows
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31, 2016, 2015 and 2014
|
||||||||||||||||||
(See accompanying independent accountants' compilation report)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
2016 (Unaudited)
|
|
2015
(Audited)
|
|
2014 (Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||||||||
|
Net income
|
|
$
|
253,117
|
|
|
$
|
34,068,462
|
|
|
$
|
1,284,303
|
|
|||||
|
Adjustments to reconcile net income to net cash provided
|
|
|
|
|
|
|
|||||||||||
|
|
by (used in) operating activities:
|
|
|
|
|
|
|
||||||||||
|
|
|
Contingency reserve
|
|
(68,972)
|
|
|
2,361,227
|
|
|
96,596
|
|
||||||
|
|
|
Real estate development costs
|
|
—
|
|
|
192,649,651
|
|
|
(88,449,655)
|
|
||||||
|
|
|
Prepaid expenses
|
|
—
|
|
|
8,901
|
|
|
134
|
|
||||||
|
|
|
Accounts payable and accrued expenses
|
|
—
|
|
|
(212,881)
|
|
|
(8,962,494)
|
|
||||||
|
|
|
Retention payable
|
|
—
|
|
|
(14,743,123)
|
|
|
8,072,229
|
|
||||||
|
|
|
Deposits
|
|
—
|
|
|
(36,072,303)
|
|
|
(1,407,864)
|
|
||||||
|
|
|
|
|
Net cash provided by (used in) operating activities
|
184,145
|
|
|
178,059,934
|
|
|
(89,366,751)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||||||||
|
Distributions to members
|
|
—
|
|
|
(99,903,733)
|
|
|
—
|
|
||||||||
|
Principal payments on debt
|
|
—
|
|
|
(76,068,549)
|
|
|
(7,878,179)
|
|
||||||||
|
Proceeds from issuance of debt
|
|
—
|
|
|
—
|
|
|
83,946,728
|
|
||||||||
|
Contributions from members
|
|
—
|
|
|
—
|
|
|
11,573,989
|
|
||||||||
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
—
|
|
|
(175,972,282)
|
|
|
87,642,538
|
|
||||
|
|
|
|
|
Net increase (decrease) in cash
|
|
184,145
|
|
|
2,087,652
|
|
|
(1,724,213)
|
|
||||
Cash at beginning of year
|
|
2,573,165
|
|
|
485,513
|
|
|
2,209,726
|
|
|||||||||
Cash at end of year
|
|
$
|
2,757,310
|
|
|
$
|
2,573,165
|
|
|
$
|
485,513
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||||||||
|
Interest paid
|
|
$
|
—
|
|
|
$
|
203,663
|
|
|
$
|
953,825
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental noncash operating information:
|
|
|
|
|
|
|
||||||||||||
|
Deferred financing cost amortized to real estate
|
|
|
|
|
|
|
|||||||||||
|
|
development costs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
882,826
|
|
(1)
|
Organization and Description of Business
|
(2)
|
Summary of Significant Accounting Principles
|
(3)
|
Debt
|
(4)
|
Related-Party Transactions
|
(5)
|
Commitments and Contingencies
|
(6)
|
Subsequent Events
|
THE COLLECTION LLC
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance Sheets
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
December 31, 2016 and 2015
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Assets
|
2016
(Audited)
|
|
2015
(Unaudited)
|
||||||||||
Cash
|
|
|
|
|
|
|
$ 34,002,132
|
|
|
$ 1,133,598
|
|
||
Real estate development costs
|
|
15,279,643
|
|
|
138,431,436
|
|
|||||||
|
|
|
|
|
Total assets
|
|
$ 49,281,775
|
|
|
$ 139,565,034
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Liabilities and Members' Equity
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||
|
Accounts payable and accrued expenses
|
|
$ 10,482,680
|
|
|
$ 23,232,853
|
|
||||||
|
Contingency reserve
|
|
3,019,570
|
|
|
—
|
|
||||||
|
Deposits
|
|
|
|
|
254,250
|
|
|
40,815,275
|
|
|||
|
Retention payable
|
|
19,498,478
|
|
|
8,678,230
|
|
||||||
|
Loan payable
|
|
|
—
|
|
|
4,352,459
|
|
|||||
|
|
|
|
|
Total liabilities
|
|
33,254,978
|
|
|
77,078,817
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Members' equity
|
|
|
16,026,797
|
|
|
62,486,217
|
|
||||||
|
|
|
|
|
Total liabilities and members' equity
|
|
$ 49,281,775
|
|
|
$ 139,565,034
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
THE COLLECTION LLC
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Statements of Operations and Changes in Members' Equity
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years ended December 31, 2016, 2015, and 2014
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
2016
(Audited)
|
|
2015 (Unaudited)
|
|
2014 (Unaudited)
|
||||||
Real estate sales, net
|
|
$
|
303,761,796
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||||||
Cost of sales
|
|
|
280,146,553
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
Gross profit
|
|
23,615,243
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
—
|
|
|
—
|
|
|
91,771
|
|
|||||||||
|
|
|
|
|
Operating income (loss)
|
|
23,615,243
|
|
|
—
|
|
|
(91,771)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
||||||||||||
|
Other income
|
|
23,021
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other expense
|
|
—
|
|
|
(225,499)
|
|
|
—
|
|
||||||||
|
|
|
|
|
Net income (loss)
|
|
23,638,264
|
|
|
(225,499)
|
|
|
(91,771)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Members' equity at beginning of year
|
|
62,486,217
|
|
|
46,794,081
|
|
|
—
|
|
|||||||||
Members' contributions
|
|
4,193,095
|
|
|
15,917,635
|
|
|
46,885,852
|
|
|||||||||
Distributions to members
|
|
(74,290,779)
|
|
|
—
|
|
|
—
|
|
|||||||||
Members' equity at end of year
|
|
$
|
16,026,797
|
|
|
$
|
62,486,217
|
|
|
$
|
46,794,081
|
|
THE COLLECTION LLC
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Statements of Cash Flows
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31, 2016, 2015, and 2014
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
2016
(Audited)
|
|
2015 (Unaudited)
|
|
2014 (Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
|
$
|
23,638,264
|
|
|
$
|
(225,499
|
)
|
|
$
|
(91,771
|
)
|
|||||
|
Adjustments to reconcile net income (loss) to net cash
|
|
|
|
|
|
|
|||||||||||
|
|
provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||||||
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||||||
|
|
|
Real estate development costs
|
|
123,151,793
|
|
|
(90,354,202
|
)
|
|
(7,191,382
|
)
|
||||||
|
|
|
Contingency reserve
|
|
3,019,570
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
Accounts payable and accrued expenses
|
|
(12,750,173
|
)
|
|
20,389,775
|
|
|
2,843,078
|
|
||||||
|
|
|
Retention payable
|
|
10,820,248
|
|
|
8,476,107
|
|
|
202,123
|
|
||||||
|
|
|
Deposits
|
|
(40,561,025
|
)
|
|
40,815,275
|
|
|
—
|
|
||||||
|
|
|
|
|
Net cash provided by (used in) operating activities
|
107,318,677
|
|
|
(20,898,544
|
)
|
|
(4,237,952
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||||||||
|
Distributions to members
|
|
(74,290,779
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Principal payments on debt
|
|
(129,297,992
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Proceeds from issuance of debt
|
|
124,945,533
|
|
|
4,352,459
|
|
|
—
|
|
||||||||
|
Contributions from members
|
|
4,193,095
|
|
|
15,917,635
|
|
|
6,000,000
|
|
||||||||
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
(74,450,143
|
)
|
|
20,270,094
|
|
|
6,000,000
|
|
||||
|
|
|
|
|
Net increase (decrease) in cash
|
|
32,868,534
|
|
|
(628,450
|
)
|
|
1,762,048
|
|
||||
Cash at beginning of year
|
|
1,133,598
|
|
|
1,762,048
|
|
|
—
|
|
|||||||||
Cash at end of year
|
|
$
|
34,002,132
|
|
|
$
|
1,133,598
|
|
|
$
|
1,762,048
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||||||||
|
Interest paid
|
|
$
|
1,904,860
|
|
|
$
|
12,157
|
|
|
$
|
—
|
|
(1)
|
Organization and Description of Business
|
(2)
|
Summary of Significant Accounting Principles
|
(3)
|
Contingency Reserve
|
(4)
|
Debt
|
(5)
|
Deferred Financing Costs
|
(6)
|
Related-Party Transactions
|
(7)
|
Commitments and Contingencies
|
(8)
|
Subsequent Events
|