|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Hawaii
|
45-4849780
|
||
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
||
|
|
|
|
P. O. Box 3440,
|
Honolulu,
|
Hawaii
|
96801
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, without par value
|
ALEX
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
|
|
|
|
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|
Page
|
|||
PART I. FINANCIAL INFORMATION
|
|
|||
Item 1.
|
|
|||
|
|
|
Condensed Consolidated Balance Sheets - As of June 30, 2019 and December 31, 2018
|
|
|
|
|
Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2019 and 2018
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Six Months Ended June 30, 2019 and 2018
|
|
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|
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Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2019 and 2018
|
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Condensed Consolidated Statements of Equity - Three and Six Months Ended June 30, 2019 and 2018
|
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||
Item 2.
|
|
|||
Item 3.
|
|
|||
Item 4.
|
|
|||
|
|
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PART II. OTHER INFORMATION
|
|
|||
Item 1.
|
|
|||
Item 1A.
|
|
|||
Item 2.
|
|
|||
Item 3.
|
|
|||
Item 4.
|
|
|||
Item 5.
|
|
|||
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|
|||
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Real estate investments
|
|
|
|
||||
Real estate property
|
$
|
1,501.9
|
|
|
$
|
1,293.7
|
|
Accumulated depreciation
|
(118.3
|
)
|
|
(107.2
|
)
|
||
Real estate property, net
|
1,383.6
|
|
|
1,186.5
|
|
||
Real estate developments
|
125.2
|
|
|
155.2
|
|
||
Investments in real estate joint ventures and partnerships
|
137.6
|
|
|
141.0
|
|
||
Real estate intangible assets, net
|
82.3
|
|
|
59.8
|
|
||
Real estate investments, net
|
1,728.7
|
|
|
1,542.5
|
|
||
Cash and cash equivalents
|
5.5
|
|
|
11.4
|
|
||
Restricted cash
|
0.2
|
|
|
223.5
|
|
||
Accounts receivable and retention, net
|
70.0
|
|
|
61.2
|
|
||
Inventories
|
28.2
|
|
|
26.5
|
|
||
Other property, net
|
127.3
|
|
|
135.5
|
|
||
Operating lease right-of-use assets
|
28.5
|
|
|
—
|
|
||
Goodwill
|
65.1
|
|
|
65.1
|
|
||
Other receivables
|
28.4
|
|
|
56.8
|
|
||
Prepaid expenses and other assets
|
102.6
|
|
|
102.7
|
|
||
Total assets
|
$
|
2,184.5
|
|
|
$
|
2,225.2
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Notes payable and other debt
|
$
|
727.7
|
|
|
$
|
778.1
|
|
Accounts payable
|
19.3
|
|
|
34.2
|
|
||
Operating lease liabilities
|
28.5
|
|
|
—
|
|
||
Accrued pension and post-retirement benefits
|
30.8
|
|
|
29.4
|
|
||
Indemnity holdbacks
|
14.6
|
|
|
16.3
|
|
||
Deferred revenue
|
65.9
|
|
|
63.2
|
|
||
Accrued and other liabilities
|
97.2
|
|
|
87.8
|
|
||
Total liabilities
|
984.0
|
|
|
1,009.0
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Redeemable Noncontrolling Interest
|
7.9
|
|
|
7.9
|
|
||
Equity:
|
|
|
|
||||
Common stock - no par value; authorized, 150 million shares; outstanding, 72.2 million and 72.0 million shares at June 30, 2019 and December 31, 2018, respectively
|
1,795.9
|
|
|
1,793.4
|
|
||
Accumulated other comprehensive income (loss)
|
(54.0
|
)
|
|
(51.9
|
)
|
||
Distributions in excess of accumulated earnings
|
(554.0
|
)
|
|
(538.9
|
)
|
||
Total A&B shareholders' equity
|
1,187.9
|
|
|
1,202.6
|
|
||
Noncontrolling interest
|
4.7
|
|
|
5.7
|
|
||
Total equity
|
1,192.6
|
|
|
1,208.3
|
|
||
Total liabilities and equity
|
$
|
2,184.5
|
|
|
$
|
2,225.2
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
|
$
|
39.1
|
|
|
$
|
33.8
|
|
|
$
|
75.9
|
|
|
$
|
69.0
|
|
Land Operations
|
|
24.9
|
|
|
19.3
|
|
|
73.9
|
|
|
48.6
|
|
||||
Materials & Construction
|
|
45.1
|
|
|
59.0
|
|
|
88.7
|
|
|
107.8
|
|
||||
Total operating revenue
|
|
109.1
|
|
|
112.1
|
|
|
238.5
|
|
|
225.4
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of Commercial Real Estate
|
|
21.3
|
|
|
19.2
|
|
|
40.5
|
|
|
37.8
|
|
||||
Cost of Land Operations
|
|
23.2
|
|
|
19.8
|
|
|
62.6
|
|
|
49.6
|
|
||||
Cost of Materials & Construction
|
|
43.2
|
|
|
50.1
|
|
|
85.2
|
|
|
93.0
|
|
||||
Selling, general and administrative
|
|
16.2
|
|
|
15.1
|
|
|
31.8
|
|
|
30.1
|
|
||||
Total operating costs and expenses
|
|
103.9
|
|
|
104.2
|
|
|
220.1
|
|
|
210.5
|
|
||||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
49.8
|
|
||||
Operating Income (Loss)
|
|
5.2
|
|
|
8.1
|
|
|
18.4
|
|
|
64.7
|
|
||||
Income (loss) related to joint ventures
|
|
1.0
|
|
|
4.4
|
|
|
3.7
|
|
|
1.8
|
|
||||
Interest and other income (expense), net (Note 2)
|
|
0.6
|
|
|
(0.8
|
)
|
|
2.2
|
|
|
(1.6
|
)
|
||||
Interest expense
|
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(17.2
|
)
|
|
(17.3
|
)
|
||||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(1.3
|
)
|
|
2.8
|
|
|
7.1
|
|
|
47.6
|
|
||||
Income tax benefit (expense)
|
|
—
|
|
|
0.1
|
|
|
1.1
|
|
|
2.8
|
|
||||
Income (Loss) from Continuing Operations
|
|
(1.3
|
)
|
|
2.9
|
|
|
8.2
|
|
|
50.4
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
|
0.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
||||
Net Income (Loss)
|
|
(1.2
|
)
|
|
3.0
|
|
|
7.5
|
|
|
50.4
|
|
||||
Loss (income) attributable to noncontrolling interest
|
|
0.4
|
|
|
(0.5
|
)
|
|
0.7
|
|
|
(0.6
|
)
|
||||
Net Income (Loss) Attributable to A&B Shareholders
|
|
$
|
(0.8
|
)
|
|
$
|
2.5
|
|
|
$
|
8.2
|
|
|
$
|
49.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.12
|
|
|
$
|
0.72
|
|
Discontinued operations available to A&B shareholders
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.11
|
|
|
$
|
0.72
|
|
Diluted Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.12
|
|
|
$
|
0.69
|
|
Discontinued operations available to A&B shareholders
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.11
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
72.2
|
|
|
72.0
|
|
|
72.1
|
|
|
69.2
|
|
||||
Diluted
|
|
72.2
|
|
|
72.3
|
|
|
72.5
|
|
|
72.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts Available to A&B Shareholders (Note 4):
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.9
|
)
|
|
$
|
2.4
|
|
|
$
|
8.9
|
|
|
$
|
49.8
|
|
Discontinued operations available to A&B shareholders
|
|
0.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
||||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.8
|
)
|
|
$
|
2.5
|
|
|
$
|
8.2
|
|
|
$
|
49.8
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Income (Loss)
|
|
$
|
(1.2
|
)
|
|
$
|
3.0
|
|
|
$
|
7.5
|
|
|
$
|
50.4
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized interest rate hedging gain (loss)
|
|
(2.0
|
)
|
|
0.6
|
|
|
(3.5
|
)
|
|
2.4
|
|
||||
Reclassification adjustment for interest expense included in net income (loss)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net loss included in net periodic pension cost
|
|
1.0
|
|
|
1.2
|
|
|
2.0
|
|
|
2.2
|
|
||||
Amortization of prior service credit included in net periodic pension cost
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Amortization of curtailment (gain)/loss
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Income taxes related to other comprehensive income (loss)
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
(1.4
|
)
|
|
1.0
|
|
|
(2.1
|
)
|
|
2.9
|
|
||||
Comprehensive Income (Loss)
|
|
(2.6
|
)
|
|
4.0
|
|
|
5.4
|
|
|
53.3
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interest
|
|
0.4
|
|
|
(0.5
|
)
|
|
0.7
|
|
|
(0.6
|
)
|
||||
Comprehensive Income (Loss) Attributable to A&B Shareholders
|
|
$
|
(2.2
|
)
|
|
$
|
3.5
|
|
|
$
|
6.1
|
|
|
$
|
52.7
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
7.5
|
|
|
$
|
50.4
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
|
|
|
|
||||
Depreciation and amortization
|
23.4
|
|
|
21.3
|
|
||
Deferred income taxes
|
—
|
|
|
(2.7
|
)
|
||
Loss (gain) on asset transactions, net
|
(2.5
|
)
|
|
(50.7
|
)
|
||
Share-based compensation expense
|
2.7
|
|
|
2.7
|
|
||
(Income) loss from affiliates, net of distributions of income
|
(1.4
|
)
|
|
3.2
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade, contracts retention, and other contract receivables
|
(11.0
|
)
|
|
(11.7
|
)
|
||
Inventories
|
(1.7
|
)
|
|
3.2
|
|
||
Prepaid expenses, income tax receivable and other assets
|
31.4
|
|
|
1.5
|
|
||
Accrued pension and post-retirement benefits
|
3.1
|
|
|
5.0
|
|
||
Accounts payable
|
(10.4
|
)
|
|
(2.7
|
)
|
||
Accrued and other liabilities
|
(1.4
|
)
|
|
(13.4
|
)
|
||
Real estate development for sale proceeds
|
48.0
|
|
|
34.1
|
|
||
Expenditures for real estate development for sale
|
(6.6
|
)
|
|
(13.4
|
)
|
||
Net cash provided by (used in) operations
|
81.1
|
|
|
26.8
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures for acquisitions
|
(218.4
|
)
|
|
(194.7
|
)
|
||
Capital expenditures for property, plant and equipment
|
(27.4
|
)
|
|
(25.3
|
)
|
||
Proceeds from disposal of property, investments and other assets
|
3.0
|
|
|
155.3
|
|
||
Payments for purchases of investments in affiliates and other
|
(3.3
|
)
|
|
(15.8
|
)
|
||
Distributions of capital from investments in affiliates and other investments
|
10.6
|
|
|
20.3
|
|
||
Net cash provided by (used in) investing activities
|
(235.5
|
)
|
|
(60.2
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
53.9
|
|
|
504.1
|
|
||
Payments of long-term debt and deferred financing costs
|
(109.2
|
)
|
|
(391.1
|
)
|
||
Borrowings (payments) on line-of-credit agreement, net
|
4.0
|
|
|
(14.9
|
)
|
||
Distribution to noncontrolling interests
|
—
|
|
|
(0.2
|
)
|
||
Cash dividends paid
|
(22.4
|
)
|
|
(156.6
|
)
|
||
Proceeds from issuance (repurchase) of capital stock and other, net
|
(1.1
|
)
|
|
(1.4
|
)
|
||
Net cash provided by (used in) financing activities
|
(74.8
|
)
|
|
(60.1
|
)
|
||
|
|
|
|
||||
Cash, Cash Equivalents and Restricted Cash:
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(229.2
|
)
|
|
(93.5
|
)
|
||
Balance, beginning of period
|
234.9
|
|
|
103.2
|
|
||
Balance, end of period
|
$
|
5.7
|
|
|
$
|
9.7
|
|
Other Cash Flow Information:
|
|
|
|
||||
Interest paid, net of capitalized interest
|
$
|
(15.3
|
)
|
|
$
|
(17.0
|
)
|
Income tax (payments)/refunds, net
|
$
|
25.8
|
|
|
$
|
—
|
|
|
|
|
|
||||
Noncash Investing and Financing Activities:
|
|
|
|
||||
Declared distribution to noncontrolling interest
|
$
|
0.3
|
|
|
$
|
—
|
|
Capital expenditures included in accounts payable and accrued expenses
|
$
|
3.1
|
|
|
$
|
1.4
|
|
Fair value of loan assumed in connection with acquisition
|
$
|
—
|
|
|
$
|
61.0
|
|
Issuance of shares for stock dividend
|
$
|
—
|
|
|
$
|
626.4
|
|
Right-of-use ("ROU") assets and corresponding lease liability recorded upon ASC 842 adoption
|
$
|
31.0
|
|
|
$
|
—
|
|
Lease liabilities arising from obtaining ROU assets
|
$
|
1.7
|
|
|
$
|
—
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Beginning of the period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11.4
|
|
|
$
|
68.9
|
|
Restricted cash
|
223.5
|
|
|
34.3
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
234.9
|
|
|
$
|
103.2
|
|
|
|
|
|
||||
End of the period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5.5
|
|
|
$
|
9.5
|
|
Restricted cash
|
0.2
|
|
|
0.2
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
5.7
|
|
|
$
|
9.7
|
|
|
|
Total Equity
|
|
|
|||||||||||||||||||||||
|
|
Common Stock
|
|
Accumulated
Other Compre- hensive Income (Loss) |
|
(Distribution
in Excess of Accumulated Earnings) |
|
Non-Controlling
Interest |
|
Total
|
|
Redeem-
able Non- Controlling Interest |
|||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2018
|
|
49.3
|
|
|
$
|
1,161.7
|
|
|
$
|
(42.3
|
)
|
|
$
|
(473.0
|
)
|
|
$
|
4.7
|
|
|
$
|
651.1
|
|
|
$
|
8.0
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.8
|
|
|
0.5
|
|
|
50.3
|
|
|
0.1
|
|
||||||
Impact of adoption of ASU 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
||||||
Stock dividend ($11.65 per share)
|
|
22.6
|
|
|
626.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
626.4
|
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
||||||
Adjustments to redemption value of redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
||||||
Balance, June 30, 2018
|
|
72.0
|
|
|
$
|
1,790.8
|
|
|
$
|
(39.4
|
)
|
|
$
|
(426.0
|
)
|
|
$
|
5.0
|
|
|
$
|
1,330.4
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Total Equity
|
|
|
|||||||||||||||||||||||
|
|
Common Stock
|
|
Accumulated
Other Compre- hensive Income (Loss) |
|
(Distribution
in Excess of Accumulated Earnings) |
|
Non-Controlling
Interest |
|
Total
|
|
Redeem-
able Non- Controlling Interest |
|||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2019
|
|
72.0
|
|
|
$
|
1,793.4
|
|
|
$
|
(51.9
|
)
|
|
$
|
(538.9
|
)
|
|
$
|
5.7
|
|
|
$
|
1,208.3
|
|
|
$
|
7.9
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
(0.7
|
)
|
|
7.5
|
|
|
—
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
||||||
Dividend on common stock ($0.31 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||||
Shares issued or repurchased, net
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
||||||
Balance, June 30, 2019
|
|
72.2
|
|
|
$
|
1,795.9
|
|
|
$
|
(54.0
|
)
|
|
$
|
(554.0
|
)
|
|
$
|
4.7
|
|
|
$
|
1,192.6
|
|
|
$
|
7.9
|
|
|
|
Total Equity
|
|
|
||||||||||||||||||||||||
|
|
Common Stock
|
|
Accumulated
Other Compre- hensive Income (Loss) |
|
(Distribution
in Excess of Accumulated Earnings) |
|
Non-Controlling
Interest |
|
Total
|
|
Redeem-
able Non- Controlling Interest |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
|
|
|
|
|||||||||||||||||||
Balance, April 1, 2018
|
|
72.0
|
|
|
$
|
1,789.4
|
|
|
$
|
(40.4
|
)
|
|
$
|
(428.4
|
)
|
|
$
|
4.6
|
|
|
$
|
1,325.2
|
|
|
$
|
8.0
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.6
|
|
|
3.1
|
|
|
(0.1
|
)
|
|||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|
—
|
|
||||||
Adjustments to redemption value of redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|||||||
Balance, June 30, 2018
|
|
72.0
|
|
|
$
|
1,790.8
|
|
|
$
|
(39.4
|
)
|
|
$
|
(426.0
|
)
|
|
$
|
5.0
|
|
|
$
|
1,330.4
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Total Equity
|
|
|
||||||||||||||||||||||||
|
|
Common Stock
|
|
Accumulated
Other Compre- hensive Income (Loss) |
|
(Distribution
in Excess of Accumulated Earnings) |
|
Non-Controlling
Interest |
|
Total
|
|
Redeem-
able Non- Controlling Interest |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
|
|
|
|
|||||||||||||||||||
Balance, April 1, 2019
|
|
72.1
|
|
|
$
|
1,794.0
|
|
|
$
|
(52.6
|
)
|
|
$
|
(541.3
|
)
|
|
$
|
5.4
|
|
|
$
|
1,205.5
|
|
|
$
|
7.9
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|
—
|
|
|||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|||||||
Dividend on common stock ($0.165 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|||||||
Balance, June 30, 2019
|
|
72.2
|
|
|
$
|
1,795.9
|
|
|
$
|
(54.0
|
)
|
|
$
|
(554.0
|
)
|
|
$
|
4.7
|
|
|
$
|
1,192.6
|
|
|
$
|
7.9
|
|
1.
|
DESCRIPTION OF BUSINESS
|
2.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
COMMITMENTS AND CONTINGENCIES
|
4.
|
EARNINGS PER SHARE ("EPS")
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income (loss) from Continuing Operations
|
$
|
(1.3
|
)
|
|
$
|
2.9
|
|
|
$
|
8.2
|
|
|
$
|
50.4
|
|
Less: (Income) loss attributable to noncontrolling interest
|
0.4
|
|
|
(0.5
|
)
|
|
0.7
|
|
|
(0.6
|
)
|
||||
Income (loss) from continuing operations attributable to A&B shareholders
|
(0.9
|
)
|
|
2.4
|
|
|
8.9
|
|
|
49.8
|
|
||||
Undistributed earnings allocated to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income (loss) from continuing operations available to A&B shareholders
|
(0.9
|
)
|
|
2.4
|
|
|
8.9
|
|
|
49.8
|
|
||||
Income (loss) from discontinued operations available to A&B shareholders, net of income taxes
|
0.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
||||
Net income (loss) available to A&B shareholders
|
$
|
(0.8
|
)
|
|
$
|
2.5
|
|
|
$
|
8.2
|
|
|
$
|
49.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Denominator for basic EPS - weighted average shares outstanding
|
72.2
|
|
|
72.0
|
|
|
72.1
|
|
|
69.2
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Non-participating stock options and restricted stock unit awards
|
—
|
|
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
Special Distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
Denominator for diluted EPS - weighted average shares outstanding
|
72.2
|
|
|
72.3
|
|
|
72.5
|
|
|
72.3
|
|
5.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
6.
|
INVENTORIES
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Asphalt
|
$
|
13.1
|
|
|
$
|
9.4
|
|
Processed rock and sand
|
8.6
|
|
|
9.5
|
|
||
Work in progress
|
3.2
|
|
|
4.0
|
|
||
Retail merchandise
|
1.9
|
|
|
2.0
|
|
||
Parts, materials and supplies inventories
|
1.4
|
|
|
1.6
|
|
||
Total
|
$
|
28.2
|
|
|
$
|
26.5
|
|
7.
|
SHARE-BASED PAYMENT AWARDS
|
|
2012 Plan
Stock Options |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Contractual Life |
|
Aggregate
Intrinsic Value |
||||
Outstanding, January 1, 2019
|
580.1
|
|
$
|
12.91
|
|
|
|
|
|
|
|
Exercised
|
(212.7)
|
|
$
|
11.33
|
|
|
|
|
|
|
|
Canceled
|
(2.0)
|
|
$
|
13.11
|
|
|
|
|
|
||
Outstanding, June 30, 2019
|
365.4
|
|
$
|
13.83
|
|
|
2.0
|
|
$
|
3,463
|
|
Vested or expected to vest
|
365.4
|
|
$
|
13.83
|
|
|
2.0
|
|
$
|
3,463
|
|
Exercisable, June 30, 2019
|
365.4
|
|
$
|
13.83
|
|
|
2.0
|
|
$
|
3,463
|
|
|
2012 Plan
Restricted Stock Units |
|
Weighted-
Average Grant-date Fair Value |
|||
Outstanding, January 1, 2019
|
421.3
|
|
|
$
|
25.91
|
|
Granted
|
239.5
|
|
|
$
|
22.10
|
|
Vested
|
(143.5
|
)
|
|
$
|
24.28
|
|
Canceled
|
(69.1
|
)
|
|
$
|
21.34
|
|
Outstanding, June 30, 2019
|
448.2
|
|
|
$
|
25.10
|
|
|
2019 Grants
|
|
2018 Grants
|
||
Volatility of A&B common stock
|
23.6
|
%
|
|
22.7
|
%
|
Average volatility of peer companies
|
24.3
|
%
|
|
21.6
|
%
|
Risk-free interest rate
|
2.6
|
%
|
|
2.3
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Share-based expense:
|
|
|
|
|
|
|
|
|
||||||||
Time-based and market-based restricted stock units
|
|
$
|
1.3
|
|
|
$
|
1.4
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Total share-based expense
|
|
1.3
|
|
|
1.4
|
|
|
2.7
|
|
|
2.7
|
|
||||
Total recognized tax benefit
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Share-based expense (net of tax)
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
2.7
|
|
|
$
|
2.4
|
|
8.
|
RELATED PARTY TRANSACTIONS
|
9.
|
EMPLOYEE BENEFIT PLANS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Interest cost
|
2.1
|
|
|
2.0
|
|
|
4.2
|
|
|
4.0
|
|
||||
Expected return on plan assets
|
(1.8
|
)
|
|
(2.2
|
)
|
|
(3.6
|
)
|
|
(4.1
|
)
|
||||
Amortization of net loss
|
1.0
|
|
|
1.2
|
|
|
2.0
|
|
|
2.2
|
|
||||
Amortization of prior service credit
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Amortization of curtailment (gain)/loss
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Net periodic benefit cost
|
$
|
1.7
|
|
|
$
|
1.1
|
|
|
$
|
3.4
|
|
|
$
|
2.5
|
|
10.
|
REAL ESTATE ASSET ACQUISITIONS
|
Fair value of assets acquired and liabilities assumed
|
|||
Assets acquired:
|
|
||
Land
|
$
|
106.9
|
|
Property and improvements
|
91.3
|
|
|
In-place leases
|
23.2
|
|
|
Favorable leases
|
4.3
|
|
|
Total assets acquired
|
$
|
225.7
|
|
|
|
||
Liabilities assumed:
|
|
||
Unfavorable leases
|
$
|
7.3
|
|
Total liabilities assumed
|
7.3
|
|
|
Net assets acquired
|
$
|
218.4
|
|
11.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Employee
Benefit Plans |
|
Interest Rate Swap
|
|
Total
|
||||||
Balance, January 1, 2019
|
$
|
(55.2
|
)
|
|
$
|
3.3
|
|
|
$
|
(51.9
|
)
|
Other comprehensive income (loss) before reclassifications, net of taxes of $0 for interest rate swap
|
—
|
|
|
(3.5
|
)
|
|
(3.5
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0 for employee benefit plans
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0 for interest rate swap
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Balance, June 30, 2019
|
$
|
(53.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(54.0
|
)
|
Details about Other Comprehensive Income (Loss) Components:
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Unrealized interest rate hedging gain (loss)
|
|
$
|
(2.0
|
)
|
|
$
|
0.6
|
|
|
$
|
(3.5
|
)
|
|
$
|
2.4
|
|
Reclassification adjustment for interest expense included in net income (loss)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Amortization of defined benefit pension items reclassified to net periodic pension cost:
|
|
|
|
|
|
|
|
|
||||||||
Net loss1
|
|
1.0
|
|
|
1.2
|
|
|
2.0
|
|
|
2.2
|
|
||||
Prior service credit1
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Curtailment (gain)/loss
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Total before income tax
|
|
(1.4
|
)
|
|
1.3
|
|
|
(2.1
|
)
|
|
3.9
|
|
||||
Income taxes
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
$
|
(1.4
|
)
|
|
$
|
1.0
|
|
|
$
|
(2.1
|
)
|
|
$
|
2.9
|
|
12.
|
INCOME TAXES
|
13.
|
NOTES PAYABLE AND TOTAL DEBT
|
|
|
|
|
|
|
Principal Outstanding
|
||||||
Debt
|
|
Interest Rate
(%) |
|
Maturity
Date |
|
June 30, 2019
|
|
December 31, 2018
|
||||
Secured:
|
|
|
|
|
|
|
|
|
||||
Kailua Town Center
|
|
(1)
|
|
2021
|
|
$
|
10.4
|
|
|
$
|
10.5
|
|
Kailua Town Center #2
|
|
3.15%
|
|
2021
|
|
4.7
|
|
|
4.7
|
|
||
Laulani Village
|
|
3.93%
|
|
2024
|
|
62.0
|
|
|
62.0
|
|
||
Pearl Highlands
|
|
4.15%
|
|
2024
|
|
84.3
|
|
|
85.3
|
|
||
Manoa Marketplace
|
|
(2)
|
|
2029
|
|
60.0
|
|
|
60.0
|
|
||
Heavy equipment financing
|
|
(3)
|
|
2023
|
|
2.2
|
|
|
—
|
|
||
Subtotal
|
|
|
|
|
|
$
|
223.6
|
|
|
$
|
222.5
|
|
Unsecured:
|
|
|
|
|
|
|
|
|
||||
Term Loan 3
|
|
5.19%
|
|
2019
|
|
1.4
|
|
|
2.3
|
|
||
Series D Note
|
|
6.90%
|
|
2020
|
|
16.2
|
|
|
32.5
|
|
||
Term Loan 4
|
|
(4)
|
|
2019
|
|
9.4
|
|
|
9.4
|
|
||
Bank syndicated loan
|
|
(5)
|
|
2023
|
|
50.0
|
|
|
50.0
|
|
||
Series A Note
|
|
5.53%
|
|
2024
|
|
28.5
|
|
|
28.5
|
|
||
Series J Note
|
|
4.66%
|
|
2025
|
|
10.0
|
|
|
10.0
|
|
||
Series B Note
|
|
5.55%
|
|
2026
|
|
46.0
|
|
|
46.0
|
|
||
Series C Note
|
|
5.56%
|
|
2026
|
|
24.0
|
|
|
24.0
|
|
||
Series F Note
|
|
4.35%
|
|
2026
|
|
22.0
|
|
|
22.0
|
|
||
Series H Note
|
|
4.04%
|
|
2026
|
|
50.0
|
|
|
50.0
|
|
||
Series K Note
|
|
4.81%
|
|
2027
|
|
34.5
|
|
|
34.5
|
|
||
Series G Note
|
|
3.88%
|
|
2027
|
|
42.5
|
|
|
42.5
|
|
||
Series L Note
|
|
4.89%
|
|
2028
|
|
18.0
|
|
|
18.0
|
|
||
Series I Note
|
|
4.16%
|
|
2028
|
|
25.0
|
|
|
25.0
|
|
||
Term Loan 5
|
|
4.30%
|
|
2029
|
|
25.0
|
|
|
25.0
|
|
||
Subtotal
|
|
|
|
|
|
$
|
402.5
|
|
|
$
|
419.7
|
|
Revolving Credit Facilities:
|
|
|
|
|
|
|
|
|
||||
GLP Asphalt revolving credit facility
|
|
(6)
|
|
2020
|
|
3.8
|
|
|
0.4
|
|
||
Revolving credit facility
|
|
(7)
|
|
2022
|
|
98.6
|
|
|
136.6
|
|
||
Subtotal
|
|
|
|
|
|
$
|
102.4
|
|
|
$
|
137.0
|
|
Total debt (contractual)
|
|
|
|
|
|
$
|
728.5
|
|
|
$
|
779.2
|
|
Unamortized debt premium (discount)
|
|
|
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(0.7
|
)
|
|
(0.9
|
)
|
||
Total debt (carrying value)
|
|
|
|
|
|
$
|
727.7
|
|
|
$
|
778.1
|
|
(1) Loan has a stated interest rate of LIBOR plus 1.50%, but is swapped through maturity to a 5.95% fixed rate.
|
|||||||||||||||
(2) Loan has a stated interest rate of LIBOR plus 1.35%, but is swapped through maturity to a 3.14% fixed rate.
|
|||||||||||||||
(3) Loans have stated rates ranging from 4.08% to 5.00%.
|
|||||||||||||||
(4) Loan has a stated interest rate of LIBOR plus 2.00%, and is secured by a letter of credit.
|
|||||||||||||||
(5) Loan has a stated interest rate of LIBOR plus 1.60%, based on pricing grid.
|
|||||||||||||||
(6) Loan has a stated interest rate of LIBOR plus 1.25%.
|
|||||||||||||||
(7) Loan has a stated interest rate of LIBOR plus 1.65%, based on pricing grid.
|
Effective
|
Maturity
|
Fixed Interest
|
|
Notional Amount at
|
|
Fair Value at
|
Classification on
|
||||||||
Date
|
Date
|
Rate
|
|
June 30, 2019
|
|
June 30, 2019
|
|
December 31, 2018
|
Balance Sheet
|
||||||
4/7/2016
|
8/1/2029
|
3.14%
|
|
$
|
60.0
|
|
|
$
|
0.1
|
|
|
$
|
3.9
|
|
Other assets
|
Effective
|
Maturity
|
Fixed Interest
|
|
Notional Amount at
|
|
Fair Value at
|
Classification on
|
||||||||
Date
|
Date
|
Rate
|
|
June 30, 2019
|
|
June 30, 2019
|
|
December 31, 2018
|
Balance Sheet
|
||||||
1/1/2014
|
9/1/2021
|
5.95%
|
|
$
|
10.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.5
|
)
|
Other non-current liabilities
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives in Designated Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
||||||||
Amount of (gain) loss recognized in OCI on derivatives
|
|
$
|
2.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
3.5
|
|
|
$
|
(2.4
|
)
|
Amounts of (gain) loss reclassified from accumulated OCI into earnings under Interest expense
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
|
$
|
39.1
|
|
|
$
|
33.8
|
|
|
$
|
75.9
|
|
|
$
|
69.0
|
|
Land Operations
|
|
24.9
|
|
|
19.3
|
|
|
73.9
|
|
|
48.6
|
|
||||
Materials & Construction
|
|
45.1
|
|
|
59.0
|
|
|
88.7
|
|
|
107.8
|
|
||||
Total operating revenue
|
|
109.1
|
|
|
112.1
|
|
|
238.5
|
|
|
225.4
|
|
||||
Operating Profit (Loss):
|
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate1
|
|
17.0
|
|
|
13.6
|
|
|
32.6
|
|
|
29.1
|
|
||||
Land Operations2
|
|
0.5
|
|
|
1.6
|
|
|
13.1
|
|
|
(3.8
|
)
|
||||
Materials & Construction
|
|
(4.3
|
)
|
|
3.6
|
|
|
(8.8
|
)
|
|
3.8
|
|
||||
Total operating profit (loss)
|
|
13.2
|
|
|
18.8
|
|
|
36.9
|
|
|
29.1
|
|
||||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
49.8
|
|
||||
Interest expense
|
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(17.2
|
)
|
|
(17.3
|
)
|
||||
General corporate expenses
|
|
(6.4
|
)
|
|
(7.3
|
)
|
|
(12.6
|
)
|
|
(14.0
|
)
|
||||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
$
|
(1.3
|
)
|
|
$
|
2.8
|
|
|
$
|
7.1
|
|
|
$
|
47.6
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Identifiable Assets:
|
|
|
|
|
||||
Commercial Real Estate
|
|
$
|
1,538.9
|
|
|
$
|
1,530.4
|
|
Land Operations
|
|
301.7
|
|
|
350.0
|
|
||
Materials & Construction
|
|
309.6
|
|
|
297.1
|
|
||
Other
|
|
34.3
|
|
|
47.7
|
|
||
Total assets
|
|
$
|
2,184.5
|
|
|
$
|
2,225.2
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate
|
|
$
|
39.1
|
|
|
$
|
33.8
|
|
|
$
|
75.9
|
|
|
$
|
69.0
|
|
Land Operations:
|
|
|
|
|
|
|
|
|
||||||||
Development sales revenue
|
|
18.1
|
|
|
10.8
|
|
|
30.4
|
|
|
33.8
|
|
||||
Unimproved/other property sales revenue
|
|
0.4
|
|
|
2.1
|
|
|
30.9
|
|
|
2.4
|
|
||||
Other operating revenue
|
|
6.4
|
|
|
6.4
|
|
|
12.6
|
|
|
12.4
|
|
||||
Land Operations
|
|
24.9
|
|
|
19.3
|
|
|
73.9
|
|
|
48.6
|
|
||||
Materials & Construction
|
|
45.1
|
|
|
59.0
|
|
|
88.7
|
|
|
107.8
|
|
||||
Total revenues
|
|
$
|
109.1
|
|
|
$
|
112.1
|
|
|
$
|
238.5
|
|
|
$
|
225.4
|
|
(in millions)
|
6/30/2019
|
|
1/1/2019
|
||||
Accounts receivable, net
|
$
|
60.4
|
|
|
$
|
49.6
|
|
Contracts retention
|
$
|
9.6
|
|
|
$
|
11.6
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
11.4
|
|
|
$
|
9.2
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
$
|
8.0
|
|
|
$
|
5.9
|
|
Variable consideration
|
$
|
62.0
|
|
|
$
|
62.0
|
|
Deferred revenue
|
$
|
3.9
|
|
|
$
|
1.2
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||
|
|
June 30, 2019
|
|||||
Operating lease cost
|
|
$
|
1.7
|
|
$
|
3.3
|
|
Weighted-average remaining lease term (years)
|
|
9.5
|
|
Weighted-average discount rate
|
|
4.39
|
%
|
|
|
Six Months Ended June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash outflows from operating leases
|
|
$
|
2.6
|
|
Operating cash outflows from financing leases
|
|
$
|
0.2
|
|
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
|
$
|
2.9
|
|
|
$
|
0.4
|
|
2020
|
|
5.7
|
|
|
0.8
|
|
||
2021
|
|
5.6
|
|
|
0.8
|
|
||
2022
|
|
5.6
|
|
|
0.3
|
|
||
2023
|
|
4.8
|
|
|
0.1
|
|
||
Thereafter
|
|
13.5
|
|
|
—
|
|
||
Total lease payments
|
|
$
|
38.1
|
|
|
$
|
2.4
|
|
Less: Interest
|
|
(9.6
|
)
|
|
(0.2
|
)
|
||
Total lease liabilities
|
|
$
|
28.5
|
|
|
$
|
2.2
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Leased property - real estate
|
|
$
|
1,474.1
|
|
|
$
|
1,263.0
|
|
Less: Accumulated depreciation
|
|
(115.5
|
)
|
|
(104.4
|
)
|
||
Property under operating leases, net
|
|
$
|
1,358.6
|
|
|
$
|
1,158.6
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2019
|
||||||
Minimum rentals
|
|
$
|
26.4
|
|
|
$
|
51.3
|
|
Contingent rentals (based on sales volume)
|
|
1.1
|
|
|
2.6
|
|
||
Total
|
|
$
|
27.5
|
|
|
$
|
53.9
|
|
|
|
June 30, 2019
|
||
2019
|
|
$
|
101.9
|
|
2020
|
|
111.6
|
|
|
2021
|
|
97.9
|
|
|
2022
|
|
86.2
|
|
|
2023
|
|
76.5
|
|
|
Thereafter
|
|
542.9
|
|
|
Total lease receivables
|
|
$
|
1,017.0
|
|
•
|
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.
|
•
|
Consolidated Results of Operations: This section provides an analysis of A&B's consolidated results of operations for the three and six months ended June 30, 2019.
|
•
|
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 six months ended June 30, 2019 and 2018, 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.
|
•
|
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.
|
•
|
Rounding: Amounts in the MD&A are rounded to the nearest tenth of a million. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.
|
|
Three Months Ended June 30,
|
|
|
|
|
||||||||
(dollars in millions, except per share amounts, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
||||||
Operating revenue
|
$
|
109.1
|
|
|
$
|
112.1
|
|
|
(3.0
|
)
|
|
(2.7
|
)%
|
Cost of operations
|
(87.7
|
)
|
|
(89.1
|
)
|
|
1.4
|
|
|
1.6
|
%
|
||
Selling, general and administrative
|
(16.2
|
)
|
|
(15.1
|
)
|
|
(1.1
|
)
|
|
(7.3
|
)%
|
||
Gain (loss) on the sale of commercial real estate properties
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(100.0
|
)%
|
||
Operating income (loss)
|
5.2
|
|
|
8.1
|
|
|
(2.9
|
)
|
|
(35.8
|
)%
|
||
Income (loss) related to joint ventures
|
1.0
|
|
|
4.4
|
|
|
(3.4
|
)
|
|
(77.3
|
)%
|
||
Other income (expense), net
|
(7.5
|
)
|
|
(9.7
|
)
|
|
2.2
|
|
|
22.7
|
%
|
||
Income tax benefit (expense)
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
||
Income (loss) from continuing operations
|
(1.3
|
)
|
|
2.9
|
|
|
(4.2
|
)
|
|
NM
|
|
||
Discontinued operations (net of income taxes)
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
%
|
||
Net income (loss)
|
(1.2
|
)
|
|
3.0
|
|
|
(4.2
|
)
|
|
NM
|
|
||
(Income) loss attributable to noncontrolling interest
|
0.4
|
|
|
(0.5
|
)
|
|
0.9
|
|
|
NM
|
|
||
Net income (loss) attributable to A&B
|
$
|
(0.8
|
)
|
|
$
|
2.5
|
|
|
(3.3
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share - continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
(0.04
|
)
|
|
NM
|
|
Basic earnings (loss) per share - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Net income (loss) available to A&B shareholders
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
(0.04
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share - continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
(0.04
|
)
|
|
NM
|
|
Diluted earnings (loss) per share - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Net income (loss) available to A&B shareholders
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
(0.04
|
)
|
|
NM
|
|
|
Six Months Ended June 30,
|
|
|
|
|
||||||||
(dollars in millions, except per share amounts, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
||||||
Operating revenue
|
$
|
238.5
|
|
|
$
|
225.4
|
|
|
13.1
|
|
|
5.8
|
%
|
Cost of operations
|
(188.3
|
)
|
|
(180.4
|
)
|
|
(7.9
|
)
|
|
(4.4
|
)%
|
||
Selling, general and administrative
|
(31.8
|
)
|
|
(30.1
|
)
|
|
(1.7
|
)
|
|
(5.6
|
)%
|
||
Gain (loss) on the sale of commercial real estate properties
|
—
|
|
|
49.8
|
|
|
(49.8
|
)
|
|
(100.0
|
)%
|
||
Operating income (loss)
|
18.4
|
|
|
64.7
|
|
|
(46.3
|
)
|
|
(71.6
|
)%
|
||
Income (loss) related to joint ventures
|
3.7
|
|
|
1.8
|
|
|
1.9
|
|
|
105.6
|
%
|
||
Other income (expense), net
|
(15.0
|
)
|
|
(18.9
|
)
|
|
3.9
|
|
|
20.6
|
%
|
||
Income tax benefit (expense)
|
1.1
|
|
|
2.8
|
|
|
(1.7
|
)
|
|
(60.7
|
)%
|
||
Income (loss) from continuing operations
|
8.2
|
|
|
50.4
|
|
|
(42.2
|
)
|
|
(83.7
|
)%
|
||
Discontinued operations (net of income taxes)
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
%
|
||
Net income (loss)
|
7.5
|
|
|
50.4
|
|
|
(42.9
|
)
|
|
(85.1
|
)%
|
||
(Income) loss attributable to noncontrolling interest
|
0.7
|
|
|
(0.6
|
)
|
|
1.3
|
|
|
NM
|
|
||
Net income (loss) attributable to A&B
|
$
|
8.2
|
|
|
$
|
49.8
|
|
|
(41.6
|
)
|
|
(83.5
|
)%
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share - continuing operations
|
$
|
0.12
|
|
|
$
|
0.72
|
|
|
(0.60
|
)
|
|
(83.3
|
)%
|
Basic earnings (loss) per share - discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
%
|
||
Net income (loss) available to A&B shareholders
|
$
|
0.11
|
|
|
$
|
0.72
|
|
|
(0.61
|
)
|
|
(84.7
|
)%
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share - continuing operations
|
$
|
0.12
|
|
|
$
|
0.69
|
|
|
(0.57
|
)
|
|
(82.6
|
)%
|
Diluted earnings (loss) per share - discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
%
|
||
Net income (loss) available to A&B shareholders
|
$
|
0.11
|
|
|
$
|
0.69
|
|
|
(0.58
|
)
|
|
(84.1
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
(dollars in millions, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
|||||||
Commercial Real Estate operating revenue
|
$
|
39.1
|
|
|
$
|
33.8
|
|
|
$
|
5.3
|
|
|
15.7
|
%
|
Commercial Real Estate operating costs and expenses
|
(21.3
|
)
|
|
(19.2
|
)
|
|
(2.1
|
)
|
|
(10.9
|
)%
|
|||
Selling, general and administrative
|
(3.0
|
)
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(87.5
|
)%
|
|||
Intersegment operating revenue, net1
|
0.6
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
(14.3
|
)%
|
|||
Other income/(expense), net
|
1.6
|
|
|
(0.1
|
)
|
|
1.7
|
|
|
1,700.0
|
%
|
|||
Commercial Real Estate operating profit (loss)
|
$
|
17.0
|
|
|
$
|
13.6
|
|
|
$
|
3.4
|
|
|
25.0
|
%
|
Operating profit (loss) margin
|
43.5
|
%
|
|
40.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Cash Net Operating Income ("Cash NOI")2
|
|
|
|
|
|
|
|
|||||||
Hawai‘i
|
$
|
25.3
|
|
|
$
|
20.9
|
|
|
|
|
|
|||
Mainland
|
—
|
|
|
0.1
|
|
|
|
|
|
|||||
Total
|
$
|
25.3
|
|
|
$
|
21.0
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same-Store Cash Net Operating Income ("Same-Store Cash NOI")2
|
$
|
19.6
|
|
|
$
|
18.5
|
|
|
|
|
|
|||
Gross Leasable Area ("GLA") (million sq. ft.) - Improved (end of period)
|
3.8
|
|
|
3.3
|
|
|
|
|
|
|||||
Ground leases (acres at end of period)
|
154
|
|
|
109
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
As of
|
|
As of
|
|
Percentage Point Change
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|
Retail
|
94.9%
|
|
92.6%
|
|
2.3
|
Industrial
|
94.4%
|
|
91.1%
|
|
3.3
|
Office
|
94.3%
|
|
91.2%
|
|
3.1
|
Total
|
94.7%
|
|
92.1%
|
|
2.6
|
Acquisitions
|
|||||
Date
|
|
Property
|
|
GLA (SF)
|
|
5/19
|
|
Queens' Marketplace
|
|
135,000
|
|
5/19
|
|
Waipouli Town Center
|
|
56,500
|
|
4/19
|
|
Kapolei Enterprise Center
|
|
93,000
|
|
|
|
Total improved acquisitions
|
|
284,500
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
(dollars in millions, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
|||||||
Commercial Real Estate operating revenue
|
$
|
75.9
|
|
|
$
|
69.0
|
|
|
$
|
6.9
|
|
|
10.0
|
%
|
Commercial Real Estate operating costs and expenses
|
(40.5
|
)
|
|
(37.8
|
)
|
|
2.7
|
|
|
(7.1
|
)%
|
|||
Selling, general and administrative
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(2.2
|
)
|
|
(66.7
|
)%
|
|||
Intersegment operating revenue, net1
|
1.2
|
|
|
1.3
|
|
|
(0.1
|
)
|
|
(7.7
|
)%
|
|||
Other income/(expense), net
|
1.5
|
|
|
(0.1
|
)
|
|
1.6
|
|
|
1,600.0
|
%
|
|||
Commercial Real Estate operating profit (loss)
|
$
|
32.6
|
|
|
$
|
29.1
|
|
|
$
|
3.5
|
|
|
12.0
|
%
|
Operating profit (loss) margin
|
43.0
|
%
|
|
42.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Cash Net Operating Income ("Cash NOI")2
|
|
|
|
|
|
|
|
|||||||
Hawai‘i
|
$
|
49.5
|
|
|
$
|
41.2
|
|
|
|
|
|
|||
Mainland
|
—
|
|
|
1.5
|
|
|
|
|
|
|||||
Total
|
$
|
49.5
|
|
|
$
|
42.7
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same-Store Cash Net Operating Income ("Same-Store Cash NOI")2
|
$
|
39.8
|
|
|
$
|
37.3
|
|
|
|
|
|
|
Three Months Ended June 30,
|
||||||
(in millions, unaudited)
|
2019
|
|
2018
|
||||
Development sales revenue
|
$
|
18.1
|
|
|
$
|
10.8
|
|
Unimproved/other property sales revenue
|
0.4
|
|
|
2.1
|
|
||
Other operating revenue1
|
6.4
|
|
|
6.4
|
|
||
Total Land Operations operating revenue
|
24.9
|
|
|
19.3
|
|
||
Land Operations costs and operating expenses
|
(24.4
|
)
|
|
(20.9
|
)
|
||
Earnings (loss) from joint ventures
|
0.8
|
|
|
4.1
|
|
||
Interest and other income (expense), net
|
(0.8
|
)
|
|
(0.9
|
)
|
||
Land Operations operating profit (loss)
|
$
|
0.5
|
|
|
$
|
1.6
|
|
|
Six Months Ended June 30,
|
||||||
(in millions, unaudited)
|
2019
|
|
2018
|
||||
Development sales revenue
|
$
|
30.4
|
|
|
$
|
33.8
|
|
Unimproved/other property sales revenue
|
30.9
|
|
|
2.4
|
|
||
Other operating revenue1
|
12.6
|
|
|
12.4
|
|
||
Total Land Operations operating revenue
|
73.9
|
|
|
48.6
|
|
||
Land Operations costs and operating expenses
|
(65.2
|
)
|
|
(52.5
|
)
|
||
Earnings (loss) from joint ventures
|
3.4
|
|
|
1.5
|
|
||
Interest and other income (expense), net
|
1.0
|
|
|
(1.4
|
)
|
||
Land Operations operating profit (loss)
|
$
|
13.1
|
|
|
$
|
(3.8
|
)
|
|
Three Months Ended June 30,
|
|
|
|
|
||||||||
(in millions, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
||||||
Materials & Construction operating revenue
|
$
|
45.1
|
|
|
$
|
59.0
|
|
|
$
|
(13.9
|
)
|
|
(23.6)%
|
Operating Profit (Loss)
|
$
|
(4.3
|
)
|
|
$
|
3.6
|
|
|
$
|
(7.9
|
)
|
|
NM
|
Operating margin percentage
|
(9.5
|
)%
|
|
6.1
|
%
|
|
|
|
|
||||
Depreciation and amortization
|
$
|
3.0
|
|
|
$
|
3.1
|
|
|
$
|
(0.1
|
)
|
|
(3.2)%
|
Aggregate tons delivered (tons in thousands)
|
209.6
|
|
|
183.5
|
|
|
26.1
|
|
|
14.2%
|
|||
Asphalt tons delivered (tons in thousands)
|
92.7
|
|
|
151.6
|
|
|
(58.9
|
)
|
|
(38.9)%
|
|||
Backlog1,2 at period end
|
$
|
105.2
|
|
|
$
|
174.4
|
|
|
$
|
(69.2
|
)
|
|
(39.7)%
|
|
Six Months Ended June 30,
|
|
|
|
|
||||||||
(in millions, unaudited)
|
2019
|
|
2018
|
|
$ Change
|
|
Change
|
||||||
Materials & Construction operating revenue
|
$
|
88.7
|
|
|
$
|
107.8
|
|
|
$
|
(19.1
|
)
|
|
(17.7)%
|
Operating Profit (Loss)
|
$
|
(8.8
|
)
|
|
$
|
3.8
|
|
|
$
|
(12.6
|
)
|
|
NM
|
Operating margin percentage
|
(9.9
|
)%
|
|
3.5
|
%
|
|
|
|
|
||||
Depreciation and amortization
|
$
|
5.8
|
|
|
$
|
6.1
|
|
|
$
|
(0.3
|
)
|
|
(4.9)%
|
Aggregate tons delivered (tons in thousands)
|
410.6
|
|
|
350.8
|
|
|
59.8
|
|
|
17.0%
|
|||
Asphalt tons delivered (tons in thousands)
|
169.7
|
|
|
260.3
|
|
|
(90.6
|
)
|
|
(34.8)%
|
|
Three Months Ended June 30,
|
|
|
||||||
(in millions, unaudited)
|
2019
|
|
2018
|
|
Change
|
||||
Commercial real estate property acquisitions/improvements
|
$
|
183.8
|
|
|
$
|
7.6
|
|
|
23X
|
Tenant improvements
|
0.5
|
|
|
1.6
|
|
|
(68.8)%
|
||
Quarrying and paving
|
2.0
|
|
|
2.8
|
|
|
(28.6)%
|
||
Agribusiness and other
|
0.5
|
|
|
0.6
|
|
|
(16.7)%
|
||
Total capital expenditures¹
|
$
|
186.8
|
|
|
$
|
12.6
|
|
|
14X
|
|
Six Months Ended June 30,
|
|
|
||||||
(in millions, unaudited)
|
2019
|
|
2018
|
|
Change
|
||||
Commercial real estate property acquisitions/improvements
|
$
|
240.0
|
|
|
$
|
210.0
|
|
|
14.3%
|
Tenant improvements
|
1.4
|
|
|
4.8
|
|
|
(70.8)%
|
||
Quarrying and paving
|
3.5
|
|
|
4.1
|
|
|
(14.6)%
|
||
Agribusiness and other
|
0.9
|
|
|
1.1
|
|
|
(18.2)%
|
||
Total capital expenditures¹
|
$
|
245.8
|
|
|
$
|
220.0
|
|
|
11.7%
|
1
|
Excludes capital expenditures for real estate developments to be held and sold as real estate development inventory, which are classified in the condensed consolidated statement of cash flows as operating activities and are excluded from the tables above.
|
Issuer Purchases of Equity Securities
|
||||||
Period
|
Total Number of Shares Purchased¹
|
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 |
||
April 1-30, 2019
|
—
|
$
|
—
|
|
—
|
—
|
May 1-31, 2019
|
—
|
$
|
—
|
|
—
|
—
|
June 1-30, 2019
|
—
|
$
|
—
|
|
—
|
—
|
10.b.1.(xxxviii)
|
31.1
|
31.2
|
32
|
101
|
The following information from Alexander & Baldwin, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018, (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2018, (iii) Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2019 and 2018, (v) Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2019 and 2018, and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
95
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
||
|
|
|
|
|
|
|
|
ALEXANDER & BALDWIN, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
August 2, 2019
|
|
By: /s/ Brett A. Brown
|
|
|
Brett A. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
August 2, 2019
|
|
By: /s/ Clayton K.Y. Chun
|
|
|
Clayton K.Y. Chun
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
1.
|
Your initial salary will be $33,333.34 per month which, when annualized, is $400,000 per year. Your employment with us will commence on a mutually agreeable date.
|
2.
|
You will be eligible to participate, on a pro-rata basis depending on your start date, in the 2019 Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) with a target pool funding percentage of 70% ($280,000 based on your current salary). Your award pool funding ranges from 0% - 200% of target depending on Company performance. Individual awards can be further modified from 0% - 150% of the pool funding level.
|
3.
|
You will receive, subject to approval by the Compensation Committee of the Board of Directors of Alexander & Baldwin, Inc., a long-term incentive grant (to be valued at $500,000) in July 2019. The grant will be comprised of 50% time-based restricted stock units that vest in equal annual parts over three years and 50% performance-based stock units that have concurrent vesting and performance periods of three years (“cliff vesting”). The earn-out of the performance-based units will be based on relative total shareholder return (“TSR”). A more detailed description of the earn-out opportunities will be provided under separate cover.
|
4.
|
The Company will provide concierge relocation support and payment of approved relocation expenses up to $50,000, with such specific structure and details, including tax gross up, to be discussed with the senior vice president, human resources. To further help defray relocation-related costs, you will receive a $25,000 signing bonus within 30 days of your start date. If you voluntarily resign from your position or your employment is terminated for cause within a 2-year period after your date of hire, you must reimburse the Company for these payments based on the following schedule:
|
5.
|
You will be eligible, on the appropriate dates following employment, to participate in the following benefit plans:
|
a.
|
Alexander & Baldwin, Inc. Retirement Plan for Salaried Employees:
|
b.
|
A&B Individual Deferred Compensation and Profit Sharing Plan for Salaried Non-Bargaining Unit Employees.
|
c.
|
Alexander & Baldwin, LLC Flexible Benefits Program and Alexander & Baldwin, LLC Group Health and Welfare Benefit Plan for Salaried Non-Bargaining Unit Employees and Certain Bargaining Unit Employees, which cover the following:
|
i.
|
Medical
|
ii.
|
Dental
|
iii.
|
Group Life Insurance
|
iv.
|
Long Term Care
|
v.
|
Long Term Disability Insurance
|
vi.
|
Accidental Death & Dismemberment Insurance
|
vii.
|
Business Travel Accident Insurance
|
viii.
|
Flex-Reimbursement Accounts
|
ix.
|
Pre-tax Transportation Benefit
|
6.
|
This offer of employment is contingent upon the following:
|
a.
|
Board approval of title.
|
b.
|
Compensation Committee approval of compensation.
|
c.
|
Your satisfactorily passing a pre-employment drug screen, which will be arranged by the Company, to be administered within 48 hours of accepting our offer.
|
d.
|
Reference and background checks satisfactory to the Company.
|
e.
|
Your ability to provide satisfactory documentary proof of your identity and right to work in the United States on your first day of employment.
|
f.
|
Return of the copy enclosed with this letter, signed by you without modification, to my attention no later than close of business on March 25, 2019, at which time this offer will expire.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By /s/ Christopher J. Benjamin
|
|
|
Christopher J. Benjamin
|
|
|
President and Chief Executive Officer
|
Date:
|
August 2, 2019
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By /s/ Brett A. Brown
|
|
|
Brett A. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
August 2, 2019
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Christopher J. Benjamin
|
|
Name:
|
Christopher J. Benjamin
|
Title:
|
President and Chief Executive Officer
|
Date:
|
August 2, 2019
|
/s/ Brett A. Brown
|
|
Name:
|
Brett A. Brown
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
August 2, 2019
|
Total Number of S&S Citations
|
1
|
Mine Act § 104(b) Orders
|
0
|
Mine Act § 104(d) Citations and Orders
|
0
|
Mine Act § 110(b)(2) Violations
|
0
|
Mine Act § 107(a) Orders
|
0
|
Total Dollar Value of Proposed MSHA Assessments
|
$614
|
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
|