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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, without par value
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ALEX
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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B.
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Land Operations
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(1)
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Landholdings
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(2)
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Active 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 & 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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Page
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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A.
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Disclosure Controls and Procedures
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B.
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Internal Control over Financial Reporting
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C.
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Management's Annual Report on Internal Control Over Financial Reporting
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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 ("CRE") functions as a vertically integrated real estate investment company with core competencies in investments and acquisitions (i.e., raising capital, identifying opportunities and acquiring properties); construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties); in-house leasing and property management (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); and asset management (i.e., maintaining, upgrading and enhancing its portfolio of high-quality improved properties). The segment's preferred asset classes include improved properties in retail and industrial spaces and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i citizens. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create special places and experiences for Hawai‘i residents as well as providing venues and opportunities for tenants to thrive. Income from this segment is principally generated by owning, operating and leasing real estate assets.
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•
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Land Operations involves the management and optimization of the Company's historical landholdings primarily through the following activities: planning and entitlement of real property to facilitate sales; selling undeveloped land; and other operationally-diverse legacy business activities to employ its landholdings at their highest and best use. Financial results from this segment are principally derived from real estate development sales, land parcel sales, income/loss from real estate joint ventures and other legacy business activities.
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•
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Materials & Construction ("M&C") operates as Hawai‘i's largest asphalt paving contractor and is one of the state's largest natural materials and infrastructure construction companies. Such activities are primarily conducted through its wholly-owned subsidiary, Grace Pacific LLC ("Grace Pacific"), a materials and construction company in Hawai‘i.
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•
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Increasing recurring income streams by leveraging several sources of Commercial Real Estate portfolio growth including:
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◦
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Effective leasing and property management,
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◦
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Repositioning and redevelopment of existing assets,
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◦
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Ground-up development of new assets,
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Acquisitions of new assets using tax-deferred exchange funds from land/property sales and/or
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Acquisitions of new assets using the Company's balance sheet.
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Executing on its simplification strategy which includes:
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Monetizing development-for-sale pipeline and related investments,
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Monetizing the Company's other landholdings and
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Exploring the potential monetization of non-core operating businesses in both the Land Operations and Materials & Construction segments.
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Continuing to practice disciplined and prudent financial management and capital allocation to maintain balance sheet strength and financial flexibility.
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Increase income and optimize returns on its commercial portfolio by:
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Being the landlord of choice by providing desirable locations, quality properties, landlord services and community amenities,
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Leveraging internal property management and leasing to efficiently manage operations and maximize cash returns,
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Executing effective marketing and leasing strategies that attract quality tenants in the marketplace and new tenants to Hawai‘i by leveraging its position as the largest owner of grocery/drug anchored shopping centers in Hawai‘i,
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Investing in the repositioning and redevelopment of existing assets at an appropriate risk-adjusted return on capital,
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Developing new commercial properties at an appropriate risk adjusted return on capital and
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Selectively acquiring commercial real estate assets in Hawai‘i markets at returns that exceed the Company’s risk-adjusted cost of capital.
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Evaluate other commercial property investment opportunities, such as leased fee assets or other commercial real estate types, when the acquisitions are strategically consistent with the value creation objectives of the Company.
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Maintain a disciplined capital allocation strategy with a focus on investments that have attractive risk-adjusted returns relative to the Company’s cost of capital;
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Continue to improve leverage metrics through earnings growth and debt reduction;
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Ensure well-laddered debt maturities and minimize near-term maturing debt;
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Maintain a high proportion of fixed-rate debt and a longer weighted-average maturity; and
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Maintain a large unencumbered portfolio of assets.
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Property
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Island
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Year Built/
Renovated |
Current
GLA (SF) |
Occupancy
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ABR
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ABR
PSF |
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Retail:
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1
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Pearl Highlands Center
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(1)
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Oahu
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1992-1994
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411,400
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99.8 %
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$
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11,236
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$
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27.38
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2
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Kailua Retail
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(1)(3)
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Oahu
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1947-2014
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319,100
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96.5 %
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11,251
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36.81
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3
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Laulani Village
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Oahu
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2012
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175,800
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99.3 %
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6,415
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37.09
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4
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Waianae Mall
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(1)
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Oahu
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1975
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170,300
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87.0 %
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3,068
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20.72
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5
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Manoa Marketplace
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(1)
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Oahu
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1977
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140,900
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85.2 %
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3,922
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33.14
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6
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Queens' MarketPlace
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Hawai‘i Island
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2007
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134,700
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90.1 %
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5,426
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53.71
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7
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Kaneohe Bay Shopping Center (Leasehold)
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(1)
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Oahu
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1971
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125,400
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100.0 %
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3,125
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24.92
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8
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Pu‘unene Shopping Center
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Maui
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2017
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120,500
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64.6 %
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3,284
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46.35
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9
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Hokulei Village
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Kauai
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2015
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119,200
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98.2 %
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4,093
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35.23
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10
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Waipio Shopping Center
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(1)
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Oahu
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1986, 2004
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113,800
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100.0 %
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3,303
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29.02
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11
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Aikahi Park Shopping Center
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(1)
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Oahu
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1971
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98,000
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82.1 %
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1,951
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24.49
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12
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Lanihau Marketplace
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(1)
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Hawai‘i Island
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1987
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88,300
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94.6 %
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1,747
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20.90
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13
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The Shops at Kukui‘ula
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(1)
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Kauai
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2009
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86,100
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93.0 %
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4,121
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54.70
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14
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Kunia Shopping Center
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(1)
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Oahu
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2004
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60,600
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95.0 %
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2,345
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40.74
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15
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Waipouli Town Center
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Kauai
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1980
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56,600
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93.9 %
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948
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17.84
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16
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Lau Hala Shops
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(3)
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Oahu
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2018
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46,300
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100.0 %
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2,652
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57.32
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17
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Napili Plaza
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(1)
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Maui
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1991
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45,600
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87.6 %
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1,221
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30.56
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18
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Kahului Shopping Center
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(1)
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Maui
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1951
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45,300
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93.6 %
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672
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15.83
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19
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Gateway at Mililani Mauka
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(1)
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Oahu
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2008, 2013
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34,900
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93.2 %
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1,825
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56.19
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20
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Port Allen Marina Center
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(1)
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Kauai
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2002
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23,600
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92.0 %
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591
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27.27
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21
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The Collection
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Oahu
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2017
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12,000
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100.0 %
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559
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46.64
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22
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Ho‘okele Shopping Center
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(2)
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Maui
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2019
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69,100
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N/A
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—
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—
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Subtotal – Retail
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2,497,500
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93.3%
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$
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73,755
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$
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33.12
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Industrial:
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23
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Komohana Industrial Park
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(1)
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Oahu
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1990
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238,300
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87.0 %
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$
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2,669
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$
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12.87
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24
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Kaka‘ako Commerce Center
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(1)
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Oahu
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1969
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201,100
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93.3 %
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2,544
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14.40
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25
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Waipio Industrial
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(1)
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Oahu
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1988-1989
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158,400
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98.8 %
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2,514
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16.07
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26
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Opule Industrial
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Oahu
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2005-2006, 2018
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151,500
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100.0 %
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2,320
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15.31
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27
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P&L Warehouse
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(1)
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Maui
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1970
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104,100
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100.0 %
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1,492
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14.53
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28
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Kapolei Enterprise Center
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Oahu
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2019
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93,000
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100.0 %
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1,507
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16.19
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29
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Honokohau Industrial
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(1)
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Hawai‘i Island
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2004-2006, 2008
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86,500
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100.0 %
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1,197
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13.84
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30
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Kailua Industrial/Other
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(1)
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Oahu
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1951-1974
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69,000
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93.4 %
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1,116
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17.85
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31
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Port Allen
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(1)
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Kauai
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1983, 1993
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63,800
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100.0 %
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739
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11.58
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32
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Harbor Industrial
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(1)
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Maui
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1930
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51,100
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87.2 %
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538
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12.08
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Subtotal – Industrial
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1,216,800
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95.3%
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$
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16,636
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$
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14.53
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Expiration Year
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Number
of Leases |
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Square
Footage of Expiring Leases |
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% of Total
Improved Portfolio Leased GLA |
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ABR
Expiring |
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% of Total
Improved Portfolio Expiring ABR |
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2020
|
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147
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469,191
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13.2%
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$
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10,434
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10.0%
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2021
|
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161
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600,189
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16.9%
|
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15,040
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14.4%
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2022
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169
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399,427
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11.2%
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13,000
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12.5%
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2023
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|
114
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266,212
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7.5%
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9,046
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8.7%
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2024
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78
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436,011
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12.3%
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12,462
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11.9%
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2025
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30
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153,365
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4.3%
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4,864
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4.7%
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2026
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21
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179,077
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5.0%
|
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4,663
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4.5%
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2027
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|
24
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155,882
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4.4%
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4,679
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4.5%
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2028
|
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37
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237,143
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6.7%
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9,737
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9.3%
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Thereafter
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52
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541,899
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15.2%
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17,452
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16.7%
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Month-to-month
|
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96
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117,934
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3.3%
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2,935
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2.8%
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Total
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929
|
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3,556,330
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100%
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$
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104,312
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100%
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Type
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Kauai
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Maui
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Oahu
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Total Acres
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Land used in other operations
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20
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21
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—
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41
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Urban land, not in active development/use
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Urban Developable, with full or partial infrastructure
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6
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|
110
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|
—
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116
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Urban Developable, with limited or no infrastructure
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29
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|
186
|
|
—
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|
215
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Urban Other
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6
|
|
23
|
|
—
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|
29
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Subtotal - Urban land, not in active development
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41
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|
319
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|
—
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|
360
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Agriculture-related
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Agriculture/Other
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6,358
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|
6,264
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|
75
|
|
12,697
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|
Urban entitlement process
|
260
|
|
357
|
|
—
|
|
617
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Conservation & preservation
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13,309
|
|
392
|
|
509
|
|
14,210
|
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Subtotal - Agriculture-related
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19,927
|
|
7,013
|
|
584
|
|
27,524
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Total Land Operations Landholdings
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19,988
|
|
7,353
|
|
584
|
|
27,925
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•
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a significant number of our tenants are unable to meet their obligations;
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•
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increases in non-recoverable operating and ownership costs;
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•
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we are unable to lease space at our 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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our inability to secure sufficient financing or insurance on favorable terms, or at all;
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•
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construction delays, defects, or cost overruns, which may increase project development costs;
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•
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an increase in commodity or construction costs, including labor costs;
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•
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the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues;
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•
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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, 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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•
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insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects;
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•
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an inability to secure tenants 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 levels;
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•
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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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•
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instability in the financial industry could reduce the availability of financing.
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•
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we may not have voting control over the joint venture;
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•
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we may not be able to maintain good relationships with our 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 our 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 us;
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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 us 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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we may be required to perform on guarantees we have provided, or agree 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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decreased government funding for infrastructure projects (see the “Economic downturns or reductions in government funding of infrastructure projects could reduce our revenues and profits from our 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 Hawai‘i;
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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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•
|
a decline in transportation and logistical costs, which may result in customers purchasing material from sources located outside of Hawai‘i in a more cost-efficient manner;
|
•
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limitations on access to necessary working capital and investment capital to sustain growth; and
|
•
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inability to hire and retain essential personnel and to acquire equipment to support growth.
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
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|
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(a)1
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(b)1
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(c)2
|
Equity compensation plans approved by security holders
|
|
352,200
|
$13.95
|
1,511,986
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in millions, except per share amounts)
|
|
20196
|
|
20186
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate
|
|
$
|
160.6
|
|
|
$
|
140.3
|
|
|
$
|
136.9
|
|
|
$
|
134.7
|
|
|
$
|
133.6
|
|
Land Operations
|
|
114.1
|
|
|
289.5
|
|
|
84.5
|
|
|
61.9
|
|
|
120.2
|
|
|||||
Materials & Construction
|
|
160.5
|
|
|
214.6
|
|
|
204.1
|
|
|
190.9
|
|
|
219.0
|
|
|||||
Total operating revenue
|
|
435.2
|
|
|
644.4
|
|
|
425.5
|
|
|
387.5
|
|
|
472.8
|
|
|||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of Commercial Real Estate
|
|
89.0
|
|
|
77.2
|
|
|
75.5
|
|
|
79.0
|
|
|
80.4
|
|
|||||
Cost of Land Operations
|
|
92.5
|
|
|
117.1
|
|
|
60.4
|
|
|
35.0
|
|
|
71.1
|
|
|||||
Cost of Materials & Construction
|
|
159.4
|
|
|
188.1
|
|
|
166.1
|
|
|
154.5
|
|
|
175.7
|
|
|||||
Selling, general and administrative
|
|
58.9
|
|
|
61.2
|
|
|
66.4
|
|
|
52.0
|
|
|
51.6
|
|
|||||
REIT evaluation/conversion costs1
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|
9.5
|
|
|
—
|
|
|||||
Impairment of assets2
|
|
49.7
|
|
|
79.4
|
|
|
22.4
|
|
|
11.7
|
|
|
—
|
|
|||||
Total operating costs and expenses
|
|
449.5
|
|
|
523.0
|
|
|
406.0
|
|
|
341.7
|
|
|
378.8
|
|
|||||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
51.4
|
|
|
9.3
|
|
|
8.1
|
|
|
(1.8
|
)
|
|||||
Operating Income (Loss)
|
|
(14.3
|
)
|
|
172.8
|
|
|
28.8
|
|
|
53.9
|
|
|
92.2
|
|
|||||
Other Income and (Expenses):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) related to joint ventures
|
|
5.3
|
|
|
(4.1
|
)
|
|
7.2
|
|
|
19.2
|
|
|
36.8
|
|
|||||
Impairment of equity method investments3
|
|
—
|
|
|
(188.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest and other income (expense), net
|
|
3.2
|
|
|
2.3
|
|
|
(0.5
|
)
|
|
(11.5
|
)
|
|
(5.1
|
)
|
|||||
Interest expense
|
|
(33.1
|
)
|
|
(35.3
|
)
|
|
(25.6
|
)
|
|
(26.3
|
)
|
|
(26.8
|
)
|
|||||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(38.9
|
)
|
|
(52.9
|
)
|
|
9.9
|
|
|
35.3
|
|
|
97.1
|
|
|||||
Income tax benefit (expense)
|
|
2.0
|
|
|
(16.3
|
)
|
|
218.2
|
|
|
(2.6
|
)
|
|
(36.3
|
)
|
|||||
Income (Loss) from Continuing Operations
|
|
(36.9
|
)
|
|
(69.2
|
)
|
|
228.1
|
|
|
32.7
|
|
|
60.8
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
2.4
|
|
|
(41.1
|
)
|
|
(29.7
|
)
|
|||||
Net Income (Loss)
|
|
(38.4
|
)
|
|
(69.8
|
)
|
|
230.5
|
|
|
(8.4
|
)
|
|
31.1
|
|
|||||
Loss (income) attributable to noncontrolling interest
|
|
2.0
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(1.8
|
)
|
|
(1.5
|
)
|
|||||
Net Income (Loss) Attributable to A&B Shareholders
|
|
$
|
(36.4
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
228.3
|
|
|
$
|
(10.2
|
)
|
|
$
|
29.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures4,5
|
|
$
|
255.1
|
|
|
$
|
296.1
|
|
|
$
|
42.5
|
|
|
$
|
119.6
|
|
|
$
|
44.7
|
|
Depreciation and amortization5
|
|
$
|
50.5
|
|
|
$
|
42.8
|
|
|
$
|
41.4
|
|
|
$
|
119.5
|
|
|
$
|
55.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) Per Share Available to A&B Shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.63
|
|
|
$
|
0.66
|
|
|
$
|
1.15
|
|
Discontinued operations available to A&B shareholders
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.05
|
|
|
(0.84
|
)
|
|
(0.61
|
)
|
|||||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.68
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
Diluted Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.30
|
|
|
$
|
0.65
|
|
|
$
|
1.14
|
|
Discontinued operations available to A&B shareholders
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.04
|
|
|
(0.83
|
)
|
|
(0.60
|
)
|
|||||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.34
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
|
$
|
0.69
|
|
|
$
|
—
|
|
|
$
|
4.48
|
|
|
$
|
0.25
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||||||
(in millions)
|
|
20196
|
|
20186
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
2,084.3
|
|
|
$
|
2,225.2
|
|
|
$
|
2,231.2
|
|
|
$
|
2,156.3
|
|
|
$
|
2,242.3
|
|
Total liabilities
|
|
$
|
949.3
|
|
|
$
|
1,009.0
|
|
|
$
|
1,572.1
|
|
|
$
|
932.3
|
|
|
$
|
1,003.6
|
|
Notes payable and other debt
|
|
$
|
704.6
|
|
|
$
|
778.1
|
|
|
$
|
631.2
|
|
|
$
|
515.1
|
|
|
$
|
588.2
|
|
Redeemable noncontrolling interest
|
|
$
|
6.3
|
|
|
$
|
7.9
|
|
|
$
|
8.0
|
|
|
$
|
10.8
|
|
|
$
|
11.6
|
|
Total equity (includes noncontrolling interest)7
|
|
$
|
1,128.7
|
|
|
$
|
1,208.3
|
|
|
$
|
651.1
|
|
|
$
|
1,213.2
|
|
|
$
|
1,227.1
|
|
•
|
Business Overview: This section provides a general description of the Company's business, as well as recent developments that management 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 the Company'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 the Company's consolidated results of operations.
|
•
|
Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of the Company's results of operations by business segment.
|
•
|
Liquidity and Capital Resources: This section provides a discussion of the Company's financial condition and an analysis of its cash flows, as well as a discussion of the Company'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 the Company’s contractual obligations and other commitments and contingencies that existed at December 31, 2019.
|
•
|
Quantitative and Qualitative Disclosures about Market Risk: This section discusses how the Company monitors and manages exposure to potential gains and losses associated with changes in interest rates.
|
•
|
Commercial Real Estate ("CRE") functions as a vertically integrated real estate investment company with core competencies in investments and acquisitions (i.e., raising capital, identifying opportunities and acquiring properties); construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties); in-house leasing and property management (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); and asset management (i.e., maintaining, upgrading and enhancing its portfolio of high-quality improved properties). The segment's preferred asset classes include improved properties in retail and industrial spaces and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i citizens. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create special places and experiences for Hawai‘i residents as well as providing venues and opportunities for tenants to thrive. Income from this segment is principally generated by owning, operating and leasing real estate assets.
|
•
|
Land Operations involves the management and optimization of the Company's historical landholdings primarily through the following activities: planning and entitlement of real property to facilitate sales; selling undeveloped land; and other operationally-diverse legacy business activities to employ its landholdings at their highest and best use. Financial results from this segment are principally derived from real estate development sales, land parcel sales, income/loss from real estate joint ventures and other legacy business activities.
|
•
|
Materials & Construction ("M&C") operates as Hawai‘i's largest asphalt paving contractor and is one of the state's largest natural materials and infrastructure construction companies. Such activities are primarily conducted through the Company's wholly-owned subsidiary, Grace Pacific LLC ("Grace Pacific"), a materials and construction company in Hawai‘i.
|
|
|
|
|
|
|
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||
(in millions, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
Operating revenue
|
|
$
|
435.2
|
|
|
$
|
644.4
|
|
|
$
|
425.5
|
|
|
(209.2
|
)
|
|
(32.5
|
)%
|
|
218.9
|
|
|
51.4
|
%
|
Cost of operations
|
|
(340.9
|
)
|
|
(382.4
|
)
|
|
(302.0
|
)
|
|
41.5
|
|
|
10.9
|
%
|
|
(80.4
|
)
|
|
(26.6
|
)%
|
|||
Selling, general and administrative
|
|
(58.9
|
)
|
|
(61.2
|
)
|
|
(66.4
|
)
|
|
2.3
|
|
|
3.8
|
%
|
|
5.2
|
|
|
7.8
|
%
|
|||
REIT evaluation/conversion costs
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
%
|
|
15.2
|
|
|
100.0
|
%
|
|||
Impairment of assets
|
|
(49.7
|
)
|
|
(79.4
|
)
|
|
(22.4
|
)
|
|
29.7
|
|
|
37.4
|
%
|
|
(57.0
|
)
|
|
3X
|
|
|||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
51.4
|
|
|
9.3
|
|
|
(51.4
|
)
|
|
(100.0
|
)%
|
|
42.1
|
|
|
5X
|
|
|||
Operating income (loss)
|
|
(14.3
|
)
|
|
172.8
|
|
|
28.8
|
|
|
(187.1
|
)
|
|
NM
|
|
|
144.0
|
|
|
5X
|
|
|||
Income (loss) related to joint ventures
|
|
5.3
|
|
|
(4.1
|
)
|
|
7.2
|
|
|
9.4
|
|
|
NM
|
|
|
(11.3
|
)
|
|
NM
|
|
|||
Impairment of equity method investment
|
|
—
|
|
|
(188.6
|
)
|
|
—
|
|
|
188.6
|
|
|
100.0
|
%
|
|
(188.6
|
)
|
|
—
|
%
|
|||
Interest and other income (expense), net
|
|
3.2
|
|
|
2.3
|
|
|
(0.5
|
)
|
|
0.9
|
|
|
39.1
|
%
|
|
2.8
|
|
|
NM
|
|
|||
Interest expense
|
|
(33.1
|
)
|
|
(35.3
|
)
|
|
(25.6
|
)
|
|
2.2
|
|
|
6.2
|
%
|
|
(9.7
|
)
|
|
(37.9
|
)%
|
|||
Income tax benefit (expense)
|
|
2.0
|
|
|
(16.3
|
)
|
|
218.2
|
|
|
18.3
|
|
|
NM
|
|
|
(234.5
|
)
|
|
NM
|
|
|||
Income (loss) from continuing operations
|
|
(36.9
|
)
|
|
(69.2
|
)
|
|
228.1
|
|
|
32.3
|
|
|
46.7
|
%
|
|
(297.3
|
)
|
|
NM
|
|
|||
Discontinued operations (net of income taxes)
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
2.4
|
|
|
(0.9
|
)
|
|
(150.0
|
)%
|
|
(3.0
|
)
|
|
NM
|
|
|||
Net income (loss)
|
|
(38.4
|
)
|
|
(69.8
|
)
|
|
230.5
|
|
|
31.4
|
|
|
45.0
|
%
|
|
(300.3
|
)
|
|
NM
|
|
|||
(Income) loss attributable to noncontrolling interest
|
|
2.0
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
4.2
|
|
|
NM
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) attributable to A&B
|
|
$
|
(36.4
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
228.3
|
|
|
35.6
|
|
|
49.4
|
%
|
|
(300.3
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share available to A&B shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic - Continuing operations
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.63
|
|
|
(0.52
|
)
|
|
(51.5
|
)%
|
|
5.64
|
|
|
NM
|
|
Basic - Discontinued operations
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.05
|
|
|
0.01
|
|
|
100.0
|
%
|
|
0.06
|
|
|
NM
|
|
|||
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.68
|
|
|
(0.51
|
)
|
|
(50.0
|
)%
|
|
5.70
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted - Continuing operations
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.30
|
|
|
(0.52
|
)
|
|
(51.5
|
)%
|
|
5.31
|
|
|
NM
|
|
Diluted - Discontinued operations
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.04
|
|
|
0.01
|
|
|
100.0
|
%
|
|
0.05
|
|
|
NM
|
|
|||
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.34
|
|
|
(0.51
|
)
|
|
(50.0
|
)%
|
|
5.36
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
72.2
|
|
|
70.6
|
|
|
49.2
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
|
72.2
|
|
|
70.6
|
|
|
53.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||
(in millions, unaudited)
|
|
2019
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
Commercial Real Estate operating revenue
|
|
$
|
160.6
|
|
|
$
|
140.3
|
|
|
$
|
136.9
|
|
|
20.3
|
|
|
14.5
|
%
|
|
3.4
|
|
|
2.5
|
%
|
Commercial Real Estate operating costs and expenses
|
|
(89.0
|
)
|
|
(77.2
|
)
|
|
(75.5
|
)
|
|
(11.8
|
)
|
|
(15.3
|
)%
|
|
(1.7
|
)
|
|
(2.3
|
)%
|
|||
Selling, general and administrative
|
|
(10.1
|
)
|
|
(6.9
|
)
|
|
(6.8
|
)
|
|
(3.2
|
)
|
|
(46.4
|
)%
|
|
(0.1
|
)
|
|
(1.5
|
)%
|
|||
Intersegment operating revenues1
|
|
2.7
|
|
|
2.6
|
|
|
2.5
|
|
|
0.1
|
|
|
3.8
|
%
|
|
0.1
|
|
|
4.0
|
%
|
|||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
—
|
%
|
|
22.4
|
|
|
100.0
|
%
|
|||
Interest and other income (expense), net
|
|
2.0
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
2.3
|
|
|
NM
|
|
|
—
|
|
|
—
|
%
|
|||
Commercial Real Estate operating profit (loss)
|
|
$
|
66.2
|
|
|
$
|
58.5
|
|
|
$
|
34.4
|
|
|
7.7
|
|
|
13.2
|
%
|
|
24.1
|
|
|
70.1
|
%
|
Operating profit (loss) margin
|
|
41.2
|
%
|
|
41.7
|
%
|
|
25.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Net Operating Income ("Cash NOI")2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Hawai‘i
|
|
$
|
104.2
|
|
|
$
|
84.7
|
|
|
$
|
73.8
|
|
|
19.5
|
|
|
23.0
|
%
|
|
10.9
|
|
|
14.8
|
%
|
Mainland
|
|
—
|
|
|
1.5
|
|
|
10.8
|
|
|
(1.5
|
)
|
|
(100.0
|
)%
|
|
(9.3
|
)
|
|
(86.1
|
)%
|
|||
Total Cash NOI
|
|
$
|
104.2
|
|
|
$
|
86.2
|
|
|
$
|
84.6
|
|
|
18.0
|
|
|
20.9
|
%
|
|
1.6
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Same-Store Cash Net Operating Income
("Same-Store Cash NOI")2
|
|
$
|
78.5
|
|
|
$
|
74.6
|
|
|
$
|
71.5
|
|
|
3.9
|
|
|
5.2
|
%
|
|
3.1
|
|
|
4.3
|
%
|
Gross Leasable Area ("GLA") (million sq. ft.) - Improved (end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Hawai‘i
|
|
3.9
|
|
|
3.5
|
|
|
3.0
|
|
|
0.4
|
|
|
11.4
|
%
|
|
0.5
|
|
|
16.7
|
%
|
|||
Mainland
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
%
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
|||
Total Improved
|
|
3.9
|
|
|
3.5
|
|
|
4.0
|
|
|
0.4
|
|
|
11.4
|
%
|
|
(0.5
|
)
|
|
(12.5
|
)%
|
|||
Ground leases (acres at end of period)
|
|
153.8
|
|
|
108.7
|
|
|
117.0
|
|
|
45.1
|
|
|
41.5
|
%
|
|
(8.3
|
)
|
|
(7.1
|
)%
|
•
|
Acquired Properties - Acquired properties contributing to a net increase in operating profit in the year ended December 31, 2019, as compared to 2018, include:
|
i.
|
Current year acquisitions of ground lease interests in the land under the Home Depot warehouse store in the Iwilei submarket of Honolulu in March 2019 and land in Kapolei Business Park West, commonly known as the Honolulu Authority of Rapid Transportation (HART) precast yard, in April 2019. These ground leases contributed $3.1 million of additional gross margin in 2019 as compared to 2018.
|
ii.
|
Current/prior year industrial acquisitions of three Class-A warehouse buildings in Kapolei on Oahu in April 2019/December 2018. These industrial properties contributed $2.2 million of additional gross margin in 2019 as compared to 2018.
|
iii.
|
Current year retail portfolio acquisitions of Queens' MarketPlace on Hawai‘i (island) in May 2019 and Waipouli Town Center on Kauai in May 2019, as well as the continued stabilization of February 2018 acquisitions of three retail centers in Hawai‘i (Pu‘unene Shopping Center, Laulani Village Shopping Center and Hokulei Village Shopping Center). These retail properties contributed $1.4 million of additional gross margin in 2019 as compared to 2018.
|
•
|
Redevelopment/New Development - Redevelopment/new development projects impacting current year operating profit due to the commencement of operations include Lau Hala Shops in Kailua on Oahu (commenced operations in the fourth quarter of 2018) and Ho‘okele Shopping Center on Maui (commenced operations in the third quarter of 2019). These retail properties contributed approximately $1.7 million of additional gross margin in 2019 as compared to 2018.
|
•
|
Same-Store Rent - Growth in Same-Store rents in the year ended December 31, 2019, as compared to 2018, was primarily driven by Pearl Highlands Center and Kailua Retail on Oahu resulting from higher occupancy and strong comparable leasing spreads, respectively. These two properties contributed approximately $1.8 million of additional gross margin in 2019 as compared to 2018.
|
Acquisitions
|
||||||||||
Property
|
|
Location
|
|
Date
|
|
Purchase Price
|
|
GLA (SF)
|
||
Kapolei Enterprise Center
|
|
Oahu, HI
|
|
4/19
|
|
$
|
26.8
|
|
|
93,000
|
Waipouli Town Center
|
|
Kauai, HI
|
|
5/19
|
|
17.8
|
|
|
56,600
|
|
Queens' MarketPlace
|
|
Hawai‘i (island), HI
|
|
5/19
|
|
90.3
|
|
|
134,700
|
|
Total
|
|
|
|
|
|
$
|
134.9
|
|
|
284,300
|
Acquisitions
|
||||||||||
Property
|
|
Location
|
|
Date
|
|
Purchase Price
|
|
Acres
|
||
Home Depot Iwilei
|
|
Oahu, HI
|
|
3/19
|
|
$
|
42.4
|
|
|
9.0
|
Kapolei Business Park West
|
|
Oahu, HI
|
|
4/19
|
|
41.1
|
|
|
36.4
|
|
Total
|
|
|
|
|
|
$
|
83.5
|
|
|
45.4
|
Occupancy
|
||||||
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
Percentage Point Change
|
Retail
|
|
93.3%
|
|
93.4%
|
|
(0.1)
|
Industrial
|
|
95.3%
|
|
90.1%
|
|
5.2
|
Office
|
|
90.9%
|
|
93.8%
|
|
(2.9)
|
Total
|
|
93.9%
|
|
92.4%
|
|
1.5
|
|
|
|
|
|
|
|
Same-Store Occupancy
|
||||||
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
Percentage Point Change
|
Retail
|
|
94.4%
|
|
93.3%
|
|
1.1
|
Industrial
|
|
94.1%
|
|
90.1%
|
|
4.0
|
Office
|
|
90.9%
|
|
93.8%
|
|
(2.9)
|
Total
|
|
94.1%
|
|
92.2%
|
|
1.9
|
(in millions, unaudited)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Commercial Real Estate Operating Profit (Loss)
|
|
$
|
66.2
|
|
|
$
|
58.5
|
|
|
$
|
34.4
|
|
Plus: Depreciation and amortization
|
|
36.7
|
|
|
28.0
|
|
|
26.0
|
|
|||
Less: Straight-line lease adjustments
|
|
(5.1
|
)
|
|
(4.0
|
)
|
|
(1.6
|
)
|
|||
Less: Favorable/(unfavorable) lease amortization
|
|
(1.6
|
)
|
|
(1.9
|
)
|
|
(2.9
|
)
|
|||
Less: Termination income
|
|
(0.1
|
)
|
|
(1.1
|
)
|
|
(1.7
|
)
|
|||
Plus: Other (income)/expense, net
|
|
(2.0
|
)
|
|
0.3
|
|
|
0.3
|
|
|||
Plus: Impairment of assets
|
|
—
|
|
|
—
|
|
|
22.4
|
|
|||
Plus: Selling, general, administrative and other expenses
|
|
10.1
|
|
|
6.9
|
|
|
7.9
|
|
|||
Less: Legal costs previously capitalized1
|
|
—
|
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|||
Cash NOI as adjusted
|
|
104.2
|
|
|
86.2
|
|
|
84.6
|
|
|||
Less Cash NOI from acquisitions, dispositions, and other adjustments
|
|
(25.7
|
)
|
|
(11.6
|
)
|
|
(13.1
|
)
|
|||
Same-Store Cash NOI as adjusted
|
|
78.5
|
|
|
74.6
|
|
|
71.5
|
|
(in millions, unaudited)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Development sales revenue
|
|
$
|
57.2
|
|
|
$
|
54.3
|
|
|
$
|
35.0
|
|
Unimproved/other property sales revenue
|
|
32.4
|
|
|
210.5
|
|
|
25.6
|
|
|||
Other operating revenues1
|
|
24.5
|
|
|
24.7
|
|
|
23.9
|
|
|||
Total Land Operations operating revenue
|
|
114.1
|
|
|
289.5
|
|
|
84.5
|
|
|||
Land operations costs and operating expenses
|
|
(97.9
|
)
|
|
(124.0
|
)
|
|
(73.9
|
)
|
|||
Impairment of assets
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|||
Impairment of equity method investment
|
|
—
|
|
|
(188.6
|
)
|
|
—
|
|
|||
Earnings (loss) from joint ventures
|
|
3.9
|
|
|
(4.7
|
)
|
|
3.3
|
|
|||
Interest and other income (expense), net
|
|
0.7
|
|
|
2.7
|
|
|
0.3
|
|
|||
Total Land Operations operating profit (loss)
|
|
$
|
20.8
|
|
|
$
|
(26.7
|
)
|
|
$
|
14.2
|
|
|
|
|
|
|
|
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||
(in millions, unaudited)
|
|
2019
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Materials & Construction operating revenue
|
|
$
|
160.5
|
|
|
$
|
214.6
|
|
|
$
|
204.1
|
|
|
$
|
(54.1
|
)
|
|
(25.2
|
)%
|
|
$
|
10.5
|
|
|
5.1
|
%
|
Materials & Construction operating profit (loss)
|
|
$
|
(69.2
|
)
|
|
$
|
(73.2
|
)
|
|
$
|
22.0
|
|
|
$
|
4.0
|
|
|
5.5
|
%
|
|
$
|
(95.2
|
)
|
|
NM
|
|
Depreciation and amortization
|
|
$
|
11.4
|
|
|
$
|
12.1
|
|
|
$
|
12.2
|
|
|
$
|
0.7
|
|
|
5.8
|
%
|
|
$
|
0.1
|
|
|
0.8
|
%
|
Aggregate tons delivered (tons in thousands)
|
|
786.9
|
|
|
718.2
|
|
|
691.6
|
|
|
68.7
|
|
|
9.6
|
%
|
|
26.6
|
|
|
3.8
|
%
|
|||||
Asphalt tons delivered (tons in thousands)
|
|
293.8
|
|
|
498.2
|
|
|
553.8
|
|
|
(204.4
|
)
|
|
(41.0
|
)%
|
|
(55.6
|
)
|
|
(10.0
|
)%
|
|||||
Backlog at period end1
|
|
$
|
79.5
|
|
|
$
|
128.7
|
|
|
$
|
202.1
|
|
|
$
|
(49.2
|
)
|
|
(38.2
|
)%
|
|
$
|
(73.4
|
)
|
|
(36.3
|
)%
|
(in millions, unaudited)
|
|
2019
|
|
2018
|
|
Change
|
||||
Commercial real estate property acquisitions/improvements
|
|
$
|
246.9
|
|
|
$
|
274.0
|
|
|
(9.9)%
|
Tenant improvements
|
|
3.6
|
|
|
8.7
|
|
|
(58.6)%
|
||
Quarrying and paving
|
|
1.9
|
|
|
11.0
|
|
|
(82.7)%
|
||
Agribusiness and other
|
|
2.7
|
|
|
2.4
|
|
|
12.5%
|
||
Total capital expenditures¹
|
|
$
|
255.1
|
|
|
$
|
296.1
|
|
|
(13.8)%
|
(in millions, unaudited)
|
|
|
|
Payment due by period
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Debt obligations
|
(1)
|
$
|
705.2
|
|
|
$
|
30.9
|
|
|
$
|
171.8
|
|
|
$
|
241.3
|
|
|
$
|
261.2
|
|
Estimated interest on debt
|
(2)
|
150.3
|
|
|
30.3
|
|
|
55.8
|
|
|
33.5
|
|
|
30.7
|
|
|||||
Purchase obligations
|
(3)
|
12.8
|
|
|
12.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension benefits
|
|
124.9
|
|
|
13.1
|
|
|
26.0
|
|
|
25.4
|
|
|
60.4
|
|
|||||
Post-retirement obligations
|
(4)
|
6.1
|
|
|
0.8
|
|
|
1.4
|
|
|
1.2
|
|
|
2.7
|
|
|||||
Non-qualified benefit obligations
|
(5)
|
3.0
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.8
|
|
|||||
Operating lease obligations
|
(6)
|
28.4
|
|
|
4.6
|
|
|
9.0
|
|
|
5.9
|
|
|
8.9
|
|
|||||
Total
|
|
$
|
1,030.7
|
|
|
$
|
92.5
|
|
|
$
|
265.2
|
|
|
$
|
307.3
|
|
|
$
|
365.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
||||||||||||||||
|
|
Expected Fiscal Year of Repayment at December 31, 2019
|
|
December 31,
|
||||||||||||||||||||||||||||
(dollars in millions)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
2019
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
30.9
|
|
|
$
|
43.3
|
|
|
$
|
29.9
|
|
|
$
|
34.3
|
|
|
$
|
156.8
|
|
|
$
|
261.3
|
|
|
$
|
556.5
|
|
|
$
|
578.6
|
|
Average interest rate
|
|
4.40
|
%
|
|
4.34
|
%
|
|
4.24
|
%
|
|
4.19
|
%
|
|
3.41
|
%
|
|
3.77
|
%
|
|
4.05
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98.7
|
|
|
$
|
50.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148.7
|
|
|
$
|
148.7
|
|
Average interest rate1
|
|
4.31
|
%
|
|
4.31
|
%
|
|
4.31
|
%
|
|
3.51
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.23
|
%
|
|
|
•
|
We tested the effectiveness of controls over management’s determination of fair value of the Materials & Construction reporting units, including controls related to management’s forecasts and selection of discount rates and market multiples.
|
•
|
We evaluated management’s ability to accurately forecast future cash flows by comparing actual results to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s forecasts of future cash flows by comparing the forecasts to:
|
–
|
Forecasted information included in Company press releases as well as external, independent analyst, economic and industry reports for the Company and certain of its peer companies.
|
–
|
Historical results.
|
–
|
Actual performance subsequent to year end.
|
•
|
With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates for discount rates and comparing those to the discount rates selected by management.
|
•
|
With the assistance of our fair value specialists, we evaluated the multiples of EBITDA and revenue, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to those of similar companies.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments
|
|
|
|
|
||||
Real estate property
|
|
$
|
1,540.2
|
|
|
$
|
1,293.7
|
|
Accumulated depreciation
|
|
(127.5
|
)
|
|
(107.2
|
)
|
||
Real estate property, net
|
|
1,412.7
|
|
|
1,186.5
|
|
||
Real estate developments
|
|
79.1
|
|
|
155.2
|
|
||
Investments in real estate joint ventures and partnerships
|
|
133.4
|
|
|
141.0
|
|
||
Real estate intangible assets, net
|
|
74.9
|
|
|
59.8
|
|
||
Real estate investments, net
|
|
1,700.1
|
|
|
1,542.5
|
|
||
Cash and cash equivalents
|
|
15.2
|
|
|
11.4
|
|
||
Restricted cash
|
|
0.2
|
|
|
223.5
|
|
||
Accounts receivable, net
|
|
43.4
|
|
|
49.6
|
|
||
Contracts retention
|
|
8.6
|
|
|
11.6
|
|
||
Inventories
|
|
20.7
|
|
|
26.5
|
|
||
Other property, net
|
|
124.4
|
|
|
135.5
|
|
||
Operating lease right-of-use assets
|
|
21.8
|
|
|
—
|
|
||
Goodwill
|
|
15.4
|
|
|
65.1
|
|
||
Other receivables
|
|
27.4
|
|
|
56.8
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
10.0
|
|
|
9.2
|
|
||
Prepaid expenses and other assets
|
|
97.1
|
|
|
93.5
|
|
||
Total assets
|
|
$
|
2,084.3
|
|
|
$
|
2,225.2
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Notes payable and other debt
|
|
$
|
704.6
|
|
|
$
|
778.1
|
|
Accounts payable
|
|
17.8
|
|
|
34.2
|
|
||
Operating lease liabilities
|
|
21.6
|
|
|
—
|
|
||
Accrued pension and post-retirement benefits
|
|
26.8
|
|
|
29.4
|
|
||
Indemnity holdbacks
|
|
7.5
|
|
|
16.3
|
|
||
Deferred revenue
|
|
67.6
|
|
|
63.2
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
7.9
|
|
|
5.9
|
|
||
Accrued and other liabilities
|
|
95.5
|
|
|
81.9
|
|
||
Total liabilities
|
|
949.3
|
|
|
1,009.0
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
||||
Redeemable Noncontrolling Interest (Note 17)
|
|
6.3
|
|
|
7.9
|
|
||
Equity:
|
|
|
|
|
||||
Common stock - no par value; authorized, 150 million shares; outstanding, 72.3 million and 72.0 million shares at December 31, 2019 and 2018, respectively
|
|
1,800.1
|
|
|
1,793.4
|
|
||
Accumulated other comprehensive income (loss)
|
|
(48.8
|
)
|
|
(51.9
|
)
|
||
Distributions in excess of accumulated earnings
|
|
(626.2
|
)
|
|
(538.9
|
)
|
||
Total A&B shareholders' equity
|
|
1,125.1
|
|
|
1,202.6
|
|
||
Noncontrolling interest
|
|
3.6
|
|
|
5.7
|
|
||
Total equity
|
|
1,128.7
|
|
|
1,208.3
|
|
||
Total liabilities and equity
|
|
$
|
2,084.3
|
|
|
$
|
2,225.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenue:
|
|
|
|
|
|
|
||||||
Commercial Real Estate
|
|
$
|
160.6
|
|
|
$
|
140.3
|
|
|
$
|
136.9
|
|
Land Operations
|
|
114.1
|
|
|
289.5
|
|
|
84.5
|
|
|||
Materials & Construction
|
|
160.5
|
|
|
214.6
|
|
|
204.1
|
|
|||
Total operating revenue
|
|
435.2
|
|
|
644.4
|
|
|
425.5
|
|
|||
Operating Costs and Expenses:
|
|
|
|
|
|
|
||||||
Cost of Commercial Real Estate
|
|
89.0
|
|
|
77.2
|
|
|
75.5
|
|
|||
Cost of Land Operations
|
|
92.5
|
|
|
117.1
|
|
|
60.4
|
|
|||
Cost of Materials & Construction
|
|
159.4
|
|
|
188.1
|
|
|
166.1
|
|
|||
Selling, general and administrative
|
|
58.9
|
|
|
61.2
|
|
|
66.4
|
|
|||
REIT evaluation/conversion costs
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|||
Impairment of assets
|
|
49.7
|
|
|
79.4
|
|
|
22.4
|
|
|||
Total operating costs and expenses
|
|
449.5
|
|
|
523.0
|
|
|
406.0
|
|
|||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
51.4
|
|
|
9.3
|
|
|||
Operating Income (Loss)
|
|
(14.3
|
)
|
|
172.8
|
|
|
28.8
|
|
|||
Other Income and (Expenses):
|
|
|
|
|
|
|
||||||
Income (loss) related to joint ventures
|
|
5.3
|
|
|
(4.1
|
)
|
|
7.2
|
|
|||
Impairment of equity method investment
|
|
—
|
|
|
(188.6
|
)
|
|
—
|
|
|||
Interest and other income (expense), net (Note 2)
|
|
3.2
|
|
|
2.3
|
|
|
(0.5
|
)
|
|||
Interest expense
|
|
(33.1
|
)
|
|
(35.3
|
)
|
|
(25.6
|
)
|
|||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(38.9
|
)
|
|
(52.9
|
)
|
|
9.9
|
|
|||
Income tax benefit (expense)
|
|
2.0
|
|
|
(16.3
|
)
|
|
218.2
|
|
|||
Income (Loss) from Continuing Operations
|
|
(36.9
|
)
|
|
(69.2
|
)
|
|
228.1
|
|
|||
Income (loss) from discontinued operations, net of income taxes (Note 4)
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
2.4
|
|
|||
Net Income (Loss)
|
|
(38.4
|
)
|
|
(69.8
|
)
|
|
230.5
|
|
|||
Loss (income) attributable to noncontrolling interest
|
|
2.0
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Net Income (Loss) Attributable to A&B Shareholders
|
|
$
|
(36.4
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
228.3
|
|
|
|
|
|
|
|
|
||||||
Earnings (Loss) Per Share Available to A&B Shareholders:
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.63
|
|
Discontinued operations available to A&B shareholders
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.05
|
|
|||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.68
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings (Loss) Per Share of Common Stock:
|
|
|
|
|
|
|
||||||
Continuing operations available to A&B shareholders
|
|
$
|
(0.49
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
4.30
|
|
Discontinued operations available to A&B shareholders
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.04
|
|
|||
Net income (loss) available to A&B shareholders
|
|
$
|
(0.51
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
4.34
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Weighted-Average Number of Shares Outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
72.2
|
|
|
70.6
|
|
|
49.2
|
|
|||
Diluted
|
|
72.2
|
|
|
70.6
|
|
|
53.0
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Amounts Available to A&B Common Shareholders (Note 16):
|
|
|
|
|
|
|
|
|
||||
Continuing operations available to A&B common shareholders
|
|
$
|
(35.1
|
)
|
|
$
|
(71.4
|
)
|
|
$
|
227.7
|
|
Discontinued operations available to A&B common shareholders
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
2.4
|
|
|||
Net income (loss) available to A&B common shareholders
|
|
$
|
(36.6
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
230.1
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income (Loss)
|
|
$
|
(38.4
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
230.5
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized interest rate hedging gain (loss)
|
|
(4.0
|
)
|
|
1.0
|
|
|
(0.4
|
)
|
|||
Impact of reclassification adjustment to interest expense included in Net Income (Loss)
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|||
Defined benefit pension plans:
|
|
|
|
|
|
|
||||||
Actuarial gain (loss)
|
|
5.3
|
|
|
(4.9
|
)
|
|
(3.2
|
)
|
|||
Amortization of net loss included in net periodic benefit cost
|
|
4.0
|
|
|
4.6
|
|
|
4.3
|
|
|||
Amortization of prior service credit included in net periodic benefit cost
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|||
Curtailment (gain)/loss
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|||
Settlement (gain)/loss
|
|
—
|
|
|
0.1
|
|
|
1.4
|
|
|||
Income taxes related to other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
3.1
|
|
|
(0.5
|
)
|
|
0.9
|
|
|||
Comprehensive Income (Loss)
|
|
(35.3
|
)
|
|
(70.3
|
)
|
|
231.4
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interest
|
|
2.0
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Comprehensive Income (Loss) Attributable to A&B Shareholders
|
|
$
|
(33.3
|
)
|
|
$
|
(72.5
|
)
|
|
$
|
229.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(38.4
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
230.5
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
50.5
|
|
|
42.8
|
|
|
41.4
|
|
|||
Deferred income taxes
|
|
—
|
|
|
16.6
|
|
|
(199.0
|
)
|
|||
Loss (gain) on asset transactions, net
|
|
(2.6
|
)
|
|
(54.0
|
)
|
|
(35.1
|
)
|
|||
Impairment of assets and equity method investments
|
|
49.7
|
|
|
268.0
|
|
|
22.4
|
|
|||
Share-based compensation expense
|
|
5.4
|
|
|
4.7
|
|
|
4.4
|
|
|||
(Income) loss from affiliates, net of distributions of income
|
|
(1.4
|
)
|
|
12.9
|
|
|
5.5
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Trade, contracts retention, and other contract receivables
|
|
8.5
|
|
|
(4.2
|
)
|
|
(2.4
|
)
|
|||
Inventories
|
|
5.7
|
|
|
5.5
|
|
|
11.4
|
|
|||
Prepaid expenses, income tax receivable and other assets
|
|
28.5
|
|
|
(13.2
|
)
|
|
(23.0
|
)
|
|||
Accrued pension and post-retirement benefits
|
|
4.6
|
|
|
3.6
|
|
|
(47.4
|
)
|
|||
Accounts payable
|
|
(12.9
|
)
|
|
(9.0
|
)
|
|
3.3
|
|
|||
Accrued and other liabilities
|
|
3.2
|
|
|
74.2
|
|
|
(40.1
|
)
|
|||
Real estate development for sale proceeds, net of margins recognized in net income (loss)
|
|
65.1
|
|
|
58.4
|
|
|
47.6
|
|
|||
Expenditures for real estate development for sale
|
|
(8.3
|
)
|
|
(26.6
|
)
|
|
(20.8
|
)
|
|||
Net cash provided by (used in) operations
|
|
157.6
|
|
|
309.9
|
|
|
(1.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures for acquisitions
|
|
(218.4
|
)
|
|
(241.7
|
)
|
|
(10.1
|
)
|
|||
Capital expenditures for property, plant and equipment
|
|
(36.7
|
)
|
|
(54.4
|
)
|
|
(32.4
|
)
|
|||
Proceeds from disposal of property, investments and other assets
|
|
4.4
|
|
|
171.7
|
|
|
47.2
|
|
|||
Payments for purchases of investments in affiliates and other investments
|
|
(3.3
|
)
|
|
(22.6
|
)
|
|
(41.9
|
)
|
|||
Distributions of capital from investments in affiliates and other investments
|
|
13.6
|
|
|
42.3
|
|
|
33.3
|
|
|||
Net cash provided by (used in) investing activities
|
|
(240.4
|
)
|
|
(104.7
|
)
|
|
(3.9
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of notes payable and other debt
|
|
125.9
|
|
|
548.4
|
|
|
292.5
|
|
|||
Payments of notes payable and other debt and deferred financing costs
|
|
(203.9
|
)
|
|
(467.8
|
)
|
|
(181.0
|
)
|
|||
Borrowings (payments) on line-of-credit agreement, net
|
|
(0.3
|
)
|
|
4.7
|
|
|
2.6
|
|
|||
Distribution to noncontrolling interests
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|||
Cash dividends paid
|
|
(50.0
|
)
|
|
(156.6
|
)
|
|
(10.3
|
)
|
|||
Proceeds from issuance (repurchase) of capital stock and other, net
|
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(7.2
|
)
|
|||
Payment of deferred acquisition holdback
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(136.7
|
)
|
|
(73.5
|
)
|
|
96.1
|
|
|||
|
|
|
|
|
|
|
||||||
Cash, Cash Equivalents and Restricted Cash
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(219.5
|
)
|
|
131.7
|
|
|
90.9
|
|
|||
Balance, beginning of period
|
|
234.9
|
|
|
103.2
|
|
|
12.3
|
|
|||
Balance, end of period
|
|
$
|
15.4
|
|
|
$
|
234.9
|
|
|
$
|
103.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other Cash Flow Information:
|
|
|
|
|
|
|
||||||
Interest paid, net of capitalized interest
|
|
$
|
(32.5
|
)
|
|
$
|
(34.4
|
)
|
|
$
|
(24.9
|
)
|
Income tax (payments)/refunds, net
|
|
$
|
25.8
|
|
|
$
|
2.6
|
|
|
$
|
(4.0
|
)
|
|
|
|
|
|
|
|
||||||
Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable and accrued and other liabilities
|
|
$
|
4.4
|
|
|
$
|
1.4
|
|
|
$
|
4.5
|
|
Fair value of loan assumed in connection with acquisition
|
|
$
|
—
|
|
|
$
|
61.0
|
|
|
$
|
—
|
|
Uncollected proceeds from disposal of equipment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Real estate exchanged for note receivable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
Right-of-use ("ROU") assets and corresponding lease liability recorded upon ASC 842 adoption
|
|
$
|
31.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Finance lease liabilities arising from obtaining ROU assets
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of shares for stock dividend
|
|
$
|
—
|
|
|
$
|
626.4
|
|
|
$
|
—
|
|
Dividends declared
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
783.0
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
||||||
Beginning of the period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
11.4
|
|
|
$
|
68.9
|
|
|
$
|
2.2
|
|
Restricted cash
|
|
223.5
|
|
|
34.3
|
|
|
10.1
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
234.9
|
|
|
$
|
103.2
|
|
|
$
|
12.3
|
|
|
|
|
|
|
|
|
||||||
End of the period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
15.2
|
|
|
$
|
11.4
|
|
|
$
|
68.9
|
|
Restricted cash
|
|
0.2
|
|
|
223.5
|
|
|
34.3
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
15.4
|
|
|
$
|
234.9
|
|
|
$
|
103.2
|
|
|
|
Total Equity
|
|
|
|||||||||||||||||||||||
|
|
Common Stock
|
|
Accumulated
Other Compre- hensive Income (Loss) |
|
(Distribution
in Excess of Accumulated Earnings) Earnings Surplus |
|
Non-Controlling
Interest |
|
Total
|
|
Redeem-
able Non- Controlling Interest |
|||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2017
|
|
49.0
|
|
|
$
|
1,157.3
|
|
|
$
|
(43.2
|
)
|
|
$
|
95.2
|
|
|
$
|
3.9
|
|
|
$
|
1,213.2
|
|
|
$
|
10.8
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228.3
|
|
|
1.0
|
|
|
229.3
|
|
|
1.2
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||||
Dividend on common stock ($16.13 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(793.3
|
)
|
|
—
|
|
|
(793.3
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||||
Adjustments to redemption value of redeemable noncontrolling interest (Note 17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
(3.7
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||||
Shares issued or repurchased, net
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
||||||
Balance, December 31, 2017
|
|
49.3
|
|
|
$
|
1,161.7
|
|
|
$
|
(42.3
|
)
|
|
$
|
(473.0
|
)
|
|
$
|
4.7
|
|
|
$
|
651.1
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.0
|
)
|
|
1.5
|
|
|
(70.5
|
)
|
|
0.7
|
|
||||||
Impact of adoption of new accounting standards
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
7.7
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||||
Stock dividend ($11.65 per share)
|
|
22.6
|
|
|
626.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
626.4
|
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||||||
Adjustments to redemption value of redeemable noncontrolling interest (Note 17)
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(0.6
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
||||||
Shares issued or repurchased, net
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||||
Balance, December 31, 2018
|
|
72.0
|
|
|
$
|
1,793.4
|
|
|
$
|
(51.9
|
)
|
|
$
|
(538.9
|
)
|
|
$
|
5.7
|
|
|
$
|
1,208.3
|
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.4
|
)
|
|
(2.1
|
)
|
|
(38.5
|
)
|
|
0.1
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||||
Dividend on common stock ($0.69 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Adjustments to redemption value of redeemable noncontrolling interest (Note 17)
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(1.4
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
||||||
Shares issued or repurchased, net
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
||||||
Balance, December 31, 2019
|
|
72.3
|
|
|
$
|
1,800.1
|
|
|
$
|
(48.8
|
)
|
|
$
|
(626.2
|
)
|
|
$
|
3.6
|
|
|
$
|
1,128.7
|
|
|
$
|
6.3
|
|
1.
|
BACKGROUND AND BASIS OF PRESENTATION
|
•
|
Commercial Real Estate ("CRE") functions as a vertically integrated real estate investment company with core competencies in investments and acquisitions (i.e., raising capital, identifying opportunities and acquiring properties); construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties); in-house leasing and property management (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); and asset management (i.e., maintaining, upgrading and enhancing its portfolio of high-quality improved properties). The segment's preferred asset classes include improved properties in retail and industrial spaces and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i citizens. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create special places and experiences for Hawai‘i residents as well as providing venues and opportunities for tenants to thrive. Income from this segment is principally generated by owning, operating and leasing real estate assets.
|
•
|
Land Operations involves the management and optimization of the Company's historical landholdings primarily through the following activities: planning and entitlement of real property to facilitate sales; selling undeveloped land; and other operationally-diverse legacy business activities to employ its landholdings at their highest and best use. Financial results from this segment are principally derived from real estate development sales, land parcel sales, income/loss from real estate joint ventures and other legacy business activities.
|
•
|
Materials & Construction ("M&C") operates as Hawai‘i's largest asphalt paving contractor and is one of the state's largest natural materials and infrastructure construction companies. Such activities are primarily conducted through the Company's wholly-owned subsidiary, Grace Pacific LLC ("Grace Pacific"), a materials and construction company in Hawai‘i.
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
38.4
|
|
|
$
|
42.2
|
|
Buildings
|
|
19.7
|
|
|
20.4
|
|
||
Asphalt plants, machinery and equipment
|
|
105.5
|
|
|
116.7
|
|
||
Water, power and sewer systems
|
|
30.6
|
|
|
33.0
|
|
||
Other property improvements
|
|
6.8
|
|
|
8.1
|
|
||
Subtotal
|
|
201.0
|
|
|
220.4
|
|
||
Accumulated depreciation
|
|
(76.6
|
)
|
|
(84.9
|
)
|
||
Other property, net
|
|
$
|
124.4
|
|
|
$
|
135.5
|
|
Classification
|
Range of Life (in years)
|
Building and improvements
|
10 to 40
|
Leasehold improvements
|
5 to 10 (lesser of useful life or lease term)
|
Water, power and sewer systems
|
5 to 50
|
Asphalt plants, machinery and equipment
|
2 to 35
|
Other property improvements
|
3 to 35
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
|
Amount
|
|
Weighted Average Life (Years)
|
|
Amount
|
|
Weighted Average Life (Years)
|
|
Amount
|
|
Weighted Average Life (Years)
|
||||||
In-place leases
|
|
$
|
23.2
|
|
|
8.2
|
|
$
|
32.0
|
|
|
12.4
|
|
$
|
0.2
|
|
|
2.2
|
Favorable leases
|
|
4.3
|
|
|
4.7
|
|
6.7
|
|
|
11.7
|
|
0.1
|
|
|
1.1
|
|
2019
|
|
2018
|
||||
In-place leases
|
$
|
125.2
|
|
|
$
|
102.1
|
|
Favorable leases
|
29.0
|
|
|
24.6
|
|
||
Amortization of in-place leases
|
(63.4
|
)
|
|
(53.2
|
)
|
||
Amortization of favorable leases
|
(15.9
|
)
|
|
(13.7
|
)
|
||
Real estate intangible assets, net
|
$
|
74.9
|
|
|
$
|
59.8
|
|
|
Estimated
Amortization |
||
2020
|
$
|
12.5
|
|
2021
|
10.2
|
|
|
2022
|
8.4
|
|
|
2023
|
7.5
|
|
|
2024
|
5.3
|
|
|
Balance at
Beginning of Year |
Provision for Bad Debt
|
Write-offs
and Other |
Balance at
End of Year |
2019
|
$2.0
|
$1.9
|
$(1.2)
|
$2.7
|
2018
|
$1.4
|
$1.3
|
$(0.7)
|
$2.0
|
2017
|
$1.0
|
$1.0
|
$(0.6)
|
$1.4
|
|
2019
|
|
2018
|
||||
Asphalt
|
$
|
8.0
|
|
|
$
|
9.4
|
|
Processed rock and sand
|
6.6
|
|
|
9.5
|
|
||
Work in progress
|
2.9
|
|
|
4.0
|
|
||
Retail merchandise
|
2.0
|
|
|
2.0
|
|
||
Parts, materials and supplies inventories
|
1.2
|
|
|
1.6
|
|
||
Total
|
$
|
20.7
|
|
|
$
|
26.5
|
|
Intangible Assets
|
Materials & Construction
|
|
Fixed Assets
|
Materials & Construction
|
||||
|
||||||||
Balance, January 1, 2018
|
$
|
16.5
|
|
|
Balance, January 1, 2018
|
$
|
139.5
|
|
Additions to intangible assets
|
—
|
|
|
Additions to fixed assets
|
11.1
|
|
||
Amortization
|
(0.9
|
)
|
|
Depreciation
|
(11.2
|
)
|
||
Intangible impairment
|
(7.0
|
)
|
|
Fixed asset impairment
|
(33.6
|
)
|
||
Balance, December 31, 2018
|
$
|
8.6
|
|
|
Balance, December 31, 2018
|
$
|
105.8
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pension and postretirement benefit (expense)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(3.8
|
)
|
Interest income
|
|
3.0
|
|
|
1.5
|
|
|
5.3
|
|
|||
Gain (loss) on sale of joint venture interest
|
|
2.6
|
|
|
4.2
|
|
|
—
|
|
|||
Reductions in solar investments, net
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(2.6
|
)
|
|||
Other income (expense)
|
|
0.8
|
|
|
0.1
|
|
|
0.6
|
|
|||
Interest and other income (expense), net
|
|
$
|
3.2
|
|
|
$
|
2.3
|
|
|
$
|
(0.5
|
)
|
|
2019
|
|
2018
|
||||
Unrealized components of benefit plans:
|
|
|
|
||||
Pension plans
|
$
|
(47.4
|
)
|
|
$
|
(54.8
|
)
|
Post-retirement plans
|
0.2
|
|
|
0.0
|
|
||
Non-qualified benefit plans
|
(0.8
|
)
|
|
(0.4
|
)
|
||
Interest rate swap
|
(0.8
|
)
|
|
3.3
|
|
||
Accumulated other comprehensive income (loss)
|
$
|
(48.8
|
)
|
|
$
|
(51.9
|
)
|
|
Employee Benefit Plans
|
|
Interest Rate Swap
|
|
Total
|
||||||
Balance, January 1, 2017
|
$
|
(45.0
|
)
|
|
$
|
1.8
|
|
|
$
|
(43.2
|
)
|
Other comprehensive income (loss) before reclassifications, net of taxes of $1.2 and $0.2 for employee benefit plans and interest rate swap, respectively
|
(2.0
|
)
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $1.8 and $0.2 for employee benefit plans and interest rate swap, respectively
|
2.8
|
|
|
0.3
|
|
|
3.1
|
|
|||
Balance, December 31, 2017
|
$
|
(44.2
|
)
|
|
$
|
1.9
|
|
|
$
|
(42.3
|
)
|
Other comprehensive income (loss) before reclassifications, net of taxes of $0
|
(4.9
|
)
|
|
1.0
|
|
|
(3.9
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|||
Impact of adoption of ASU 2018-02
|
(9.5
|
)
|
|
0.4
|
|
|
(9.1
|
)
|
|||
Balance, December 31, 2018
|
$
|
(55.2
|
)
|
|
$
|
3.3
|
|
|
$
|
(51.9
|
)
|
Other comprehensive income (loss) before reclassifications, net of taxes of $0
|
5.3
|
|
|
(4.0
|
)
|
|
1.3
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0
|
1.9
|
|
|
(0.1
|
)
|
|
1.8
|
|
|||
Balance, December 31, 2019
|
$
|
(48.0
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(48.8
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrealized interest rate hedging gain (loss)
|
|
$
|
(4.0
|
)
|
|
$
|
1.0
|
|
|
$
|
(0.4
|
)
|
Actuarial loss
|
|
5.3
|
|
|
(4.9
|
)
|
|
(3.2
|
)
|
|||
Impact of reclassification adjustment to interest expense included in Net Income (Loss)
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|||
Amortization of defined benefit pension items reclassified to net periodic pension cost:
|
|
|
|
|
|
|
||||||
Net loss*
|
|
4.0
|
|
|
4.6
|
|
|
4.3
|
|
|||
Prior service credit*
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|||
Curtailment (gain)/loss*
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|||
Settlement (gain)/loss*
|
|
—
|
|
|
0.1
|
|
|
1.4
|
|
|||
Total before income tax
|
|
3.1
|
|
|
(0.5
|
)
|
|
1.5
|
|
|||
Income taxes
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
$
|
3.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.9
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Sugar operations revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.9
|
|
Sugar operations costs and expenses
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|||
Operating income (loss) from sugar operations
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Sugar operations cessation costs
|
|
(1.1
|
)
|
|
(0.6
|
)
|
|
(2.7
|
)
|
|||
Gain (loss) on asset dispositions
|
|
(0.4
|
)
|
|
—
|
|
|
6.0
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
3.7
|
|
|||
Income tax benefit (expense)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
(1.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
2.4
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.04
|
|
|
|
2019
|
|
2018
|
||||
Current assets
|
|
$
|
79.3
|
|
|
$
|
71.1
|
|
Non-current assets
|
|
697.9
|
|
|
755.8
|
|
||
Total assets
|
|
$
|
777.2
|
|
|
$
|
826.9
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
27.1
|
|
|
$
|
26.8
|
|
Non-current liabilities
|
|
109.0
|
|
|
149.2
|
|
||
Total liabilities
|
|
$
|
136.1
|
|
|
$
|
176.0
|
|
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
||||
Commercial Real Estate
|
|
$
|
160.6
|
|
|
$
|
140.3
|
|
Land Operations:
|
|
|
|
|
||||
Development sales revenue
|
|
57.2
|
|
|
54.3
|
|
||
Unimproved/other property sales revenue
|
|
32.4
|
|
|
210.5
|
|
||
Other operating revenue
|
|
24.5
|
|
|
24.7
|
|
||
Total Land Operations
|
|
114.1
|
|
|
289.5
|
|
||
Materials & Construction
|
|
160.5
|
|
|
214.6
|
|
||
Total revenues
|
|
$
|
435.2
|
|
|
$
|
644.4
|
|
(in millions)
|
|
2019
|
|
2018
|
||||
Accounts receivable, net
|
|
$
|
43.4
|
|
|
$
|
49.6
|
|
Contracts retention
|
|
8.6
|
|
|
11.6
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
10.0
|
|
|
9.2
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
7.9
|
|
|
5.9
|
|
||
Variable consideration(1)
|
|
62.0
|
|
|
62.0
|
|
||
Other long term deferred revenue
|
|
5.6
|
|
|
1.2
|
|
|
|
2019
|
|
2018
|
||||
Costs incurred on uncompleted contracts
|
|
$
|
339.3
|
|
|
$
|
218.0
|
|
Estimated earnings
|
|
38.3
|
|
|
30.3
|
|
||
Subtotal
|
|
377.6
|
|
|
248.3
|
|
||
Billings to date
|
|
(375.5
|
)
|
|
(245.0
|
)
|
||
Total
|
|
$
|
2.1
|
|
|
$
|
3.3
|
|
7.
|
REAL ESTATE PROPERTY, NET
|
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
768.8
|
|
|
$
|
638.3
|
|
Buildings
|
|
692.4
|
|
|
584.2
|
|
||
Other property improvements
|
|
79.0
|
|
|
71.3
|
|
||
Subtotal
|
|
1,540.2
|
|
|
1,293.8
|
|
||
Accumulated depreciation
|
|
(127.5
|
)
|
|
(107.3
|
)
|
||
Real estate property, net
|
|
$
|
1,412.7
|
|
|
$
|
1,186.5
|
|
|
|
|
|
|
|
Principal Outstanding
|
||||||
Debt
|
|
Interest Rate (%)
|
|
Maturity Date
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Secured:
|
|
|
|
|
|
|
|
|
||||
Kailua Town Center
|
|
(1)
|
|
2021
|
|
$
|
10.2
|
|
|
$
|
10.5
|
|
Kailua Town Center #2
|
|
3.15%
|
|
2021
|
|
4.6
|
|
|
4.7
|
|
||
Heavy Equipment Financing
|
|
(2)
|
|
(2)
|
|
3.6
|
|
|
—
|
|
||
Laulani Village
|
|
3.93%
|
|
2024
|
|
62.0
|
|
|
62.0
|
|
||
Pearl Highlands
|
|
4.15%
|
|
2024
|
|
83.4
|
|
|
85.3
|
|
||
Manoa Marketplace
|
|
(3)
|
|
2029
|
|
59.5
|
|
|
60.0
|
|
||
Subtotal
|
|
|
|
|
|
$
|
223.3
|
|
|
$
|
222.5
|
|
Unsecured:
|
|
|
|
|
|
|
|
|
|
|
||
Term Loan 3
|
|
5.19%
|
|
2019
|
|
—
|
|
|
2.3
|
|
||
Term Loan 4
|
|
(4)
|
|
2019
|
|
—
|
|
|
9.4
|
|
||
Series D Note
|
|
6.90%
|
|
2020
|
|
16.2
|
|
|
32.5
|
|
||
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
|
|
23.0
|
|
|
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
|
|
35.0
|
|
|
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
|
|
|
|
|
|
$
|
383.2
|
|
|
$
|
419.7
|
|
Revolving Credit Facilities:
|
|
|
|
|
|
|
|
|
|
|
||
GLP Asphalt Revolving Credit Facility
|
|
(6)
|
|
2020
|
|
—
|
|
|
0.4
|
|
||
A&B Revolver
|
|
(7)
|
|
2022
|
|
98.7
|
|
|
136.6
|
|
||
Subtotal
|
|
|
|
|
|
98.7
|
|
|
137.0
|
|
||
Total Debt (contractual)
|
|
|
|
|
|
$
|
705.2
|
|
|
$
|
779.2
|
|
Unamortized debt premium (discount)
|
|
|
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Total debt (carrying value)
|
|
|
|
|
|
$
|
704.6
|
|
|
$
|
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) Loans have stated rates ranging from 4.08% to 5.00% and stated maturity dates ranging from 2021 to 2023.
|
||||||||||||||||
(3) Loan has a stated interest rate of LIBOR plus 1.35%, but is swapped through maturity to a 3.14% fixed rate.
|
||||||||||||||||
(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.
|
•
|
An increase in the maximum ratio of debt to total adjusted asset value from 0.5:1.0 to 0.6:1.0.
|
•
|
An increase in the aggregate maximum amount of priority debt at any time from 20% to 25%.
|
•
|
Allows the Company to consummate the holding company merger to adopt certain governance changes and facilitate the Company's ongoing compliance with REIT requirements.
|
•
|
Sets the minimum shareholders' equity amount to be $850.6 million plus 75% of the net proceeds received from equity issuances, less non-recurring costs related to the REIT conversion, among other additions and subtractions.
|
•
|
Allows for the payment of minimum dividends required to maintain REIT status and other dividends in any amount so long as no event of default shall then exist or would exist after giving effect to such dividends.
|
9.
|
LEASES - THE COMPANY AS LESSEE
|
|
|
2019
|
||
Operating lease cost
|
|
$
|
5.1
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
0.6
|
|
|
Interest on lease liabilities
|
|
0.1
|
|
|
Total lease cost
|
|
$
|
5.8
|
|
Weighted-average remaining lease term (years) - operating leases
|
|
9.3
|
|
Weighted-average remaining lease term (years) - finance leases
|
|
3.3
|
|
Weighted-average discount rate - operating leases
|
|
4.4
|
%
|
Weighted-average discount rate - finance leases
|
|
3.1
|
%
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
|
$
|
4.6
|
|
|
$
|
1.2
|
|
2021
|
|
4.5
|
|
|
1.1
|
|
||
2022
|
|
4.5
|
|
|
0.8
|
|
||
2023
|
|
3.3
|
|
|
0.5
|
|
||
2024
|
|
2.6
|
|
|
—
|
|
||
Thereafter
|
|
8.9
|
|
|
—
|
|
||
Total lease payments
|
|
28.4
|
|
|
3.6
|
|
||
Less: Interest
|
|
(6.8
|
)
|
|
(0.1
|
)
|
||
Total lease liabilities
|
|
$
|
21.6
|
|
|
$
|
3.5
|
|
|
|
December 31, 2018
|
||
2019
|
|
$
|
5.5
|
|
2020
|
|
5.4
|
|
|
2021
|
|
5.3
|
|
|
2022
|
|
5.3
|
|
|
2023
|
|
4.5
|
|
|
Thereafter
|
|
13.9
|
|
|
|
|
$
|
39.9
|
|
10.
|
LEASES - THE COMPANY AS LESSOR
|
|
2019
|
|
2018
|
||||
Leased property - real estate
|
$
|
1,511.3
|
|
|
$
|
1,263.0
|
|
Less accumulated depreciation
|
(125.0
|
)
|
|
(104.4
|
)
|
||
Property under operating leases - net
|
$
|
1,386.3
|
|
|
$
|
1,158.6
|
|
|
2019
|
||
Fixed lease payments
|
$
|
111.2
|
|
Variable lease payments
|
51.8
|
|
|
Total
|
$
|
163.0
|
|
2020
|
$
|
117.5
|
|
2021
|
105.0
|
|
|
2022
|
92.8
|
|
|
2023
|
82.5
|
|
|
2024
|
70.5
|
|
|
Thereafter
|
510.2
|
|
|
Total lease receivables
|
$
|
978.5
|
|
|
Operating Leases
|
||
2019
|
$
|
97.6
|
|
2020
|
96.2
|
|
|
2021
|
78.2
|
|
|
2022
|
69.3
|
|
|
2023
|
59.9
|
|
|
Thereafter
|
407.8
|
|
|
Total
|
$
|
809.0
|
|
|
|
Target
|
|
2019
|
|
2018
|
|||
Fixed income securities
|
|
100
|
%
|
|
99
|
%
|
|
99
|
%
|
Cash and cash equivalents
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Fair Value Measurements at
|
||||||||||||||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Total
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Observable Inputs
(Level 2) |
|
Total
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Observable Inputs
(Level 2) |
||||||||||||
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Domestic corporate bonds and notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Assets measured at NAV
|
|
189.3
|
|
|
—
|
|
|
—
|
|
|
172.2
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
190.5
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
173.6
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
|
Non-qualified Plan Benefits
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
|
$
|
189.6
|
|
|
$
|
206.1
|
|
|
$
|
10.6
|
|
|
$
|
12.3
|
|
|
$
|
2.7
|
|
|
$
|
3.4
|
|
Service cost
|
|
2.3
|
|
|
1.8
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Interest cost
|
|
8.0
|
|
|
7.4
|
|
|
0.4
|
|
|
0.4
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
|
19.0
|
|
|
(11.8
|
)
|
|
(0.3
|
)
|
|
(1.4
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||||
Benefits paid
|
|
(14.5
|
)
|
|
(13.9
|
)
|
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||||
Settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Benefit obligation at end of year
|
|
$
|
204.4
|
|
|
$
|
189.6
|
|
|
$
|
10.1
|
|
|
$
|
10.6
|
|
|
$
|
2.8
|
|
|
$
|
2.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
$
|
173.6
|
|
|
$
|
197.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
31.4
|
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
0.3
|
|
|
0.7
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(14.5
|
)
|
|
(13.9
|
)
|
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||||
Settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Fair value of plan assets at end of year
|
|
$
|
190.5
|
|
|
$
|
173.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded Status and Recognized Liability1
|
|
$
|
(13.9
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(2.7
|
)
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
|
Non-qualified Plan Benefits
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Net loss (gain) (net of taxes)
|
|
$
|
47.4
|
|
|
$
|
56.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
Unrecognized prior service credit (net of taxes)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Total
|
|
$
|
47.4
|
|
|
$
|
54.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
|
$
|
204.4
|
|
|
$
|
189.6
|
|
Accumulated benefit obligation
|
|
$
|
204.4
|
|
|
$
|
189.6
|
|
Fair value of plan assets
|
|
$
|
190.5
|
|
|
$
|
173.6
|
|
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
|
Non-qualified Plan Benefits
|
||||||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Service cost
|
|
$
|
(2.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Interest cost
|
|
(8.0
|
)
|
|
(7.4
|
)
|
|
(8.0
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||||||||
Expected return on plan assets
|
|
7.3
|
|
|
8.2
|
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net loss
|
|
(4.1
|
)
|
|
(4.2
|
)
|
|
(4.1
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||||||||
Amortization of prior service cost
|
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|||||||||
Curtailment gain (loss)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|
0.3
|
|
|||||||||
Settlement gain (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(1.4
|
)
|
|||||||||
Net periodic benefit cost
|
|
$
|
(5.2
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net gain (loss)
|
|
$
|
5.2
|
|
|
$
|
(6.5
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
0.3
|
|
|
$
|
1.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
Amortization of net loss1
|
|
4.1
|
|
|
4.2
|
|
|
4.1
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||||||||
Amortization of prior service credit1
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|||||||||
Curtailment gain recognition of prior service credit1
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|||||||||
Recognition of settlement loss1
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
1.4
|
|
|||||||||
Total recognized in other comprehensive income (loss)
|
|
7.4
|
|
|
(2.8
|
)
|
|
1.2
|
|
|
0.2
|
|
|
1.7
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
0.9
|
|
|||||||||
Total recognized in net periodic benefit cost and Other comprehensive income (loss)
|
|
$
|
2.2
|
|
|
$
|
(7.5
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.9
|
|
|
$
|
(1.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
|
Non-qualified Plan Benefits
|
|||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
Weighted Average Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
|
3.29
|
%
|
|
4.33
|
%
|
|
3.70
|
%
|
|
3.38
|
%
|
|
4.38
|
%
|
|
3.70
|
%
|
|
2.48
|
%
|
|
3.78
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
|
4.30
|
%
|
|
4.30
|
%
|
|
6.80
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
0.5%-3%
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Initial health care cost trend rate
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.00
|
%
|
|
6.20
|
%
|
|
6.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Ultimate rate
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Year ultimate rate is reached
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2037
|
|
|
2037
|
|
|
2037
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Other Post-retirement Benefits One Percentage Point
|
||||||||||||||||||||||
|
|
Increase
|
|
Decrease
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
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
|
|
|
$
|
1.0
|
|
|
$
|
1.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(1.0
|
)
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2024-2028
|
||||||
Estimated Benefit Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension
|
|
13.1
|
|
|
13.0
|
|
|
13.0
|
|
|
12.7
|
|
|
12.7
|
|
|
60.4
|
|
Post-retirement Benefits
|
|
0.8
|
|
|
0.7
|
|
|
0.7
|
|
|
0.6
|
|
|
0.6
|
|
|
2.7
|
|
Non-qualified Plan Benefits
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
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
|
Contribution by Entity
|
Surcharge Imposed
|
Expiration Date
|
Current Plan Year End
|
||||||
Fund
|
EIN Plan No.
|
2019 and 2018
|
Pending/Implemented
|
Jan. 1 - Dec. 31, 2019
|
Jan. 1 - Dec. 31, 2018
|
Jan. 1 - Dec. 31, 2017
|
|||||||||
Operating Engineers
|
94-6090764; 001
|
Yellow
|
Yes
|
$
|
4.1
|
|
$
|
4.7
|
|
$
|
4.9
|
|
No
|
8/30/20
|
12/31/19
|
Laborers National
|
52-6074345; 001
|
Yellow
|
Yes
|
0.2
|
|
0.2
|
|
0.2
|
|
No
|
8/31/21
|
12/31/19
|
|||
Hawai‘i Laborers (GPRM)
|
99-6025107; 001
|
Green
|
No
|
1.1
|
|
0.9
|
|
0.8
|
|
No
|
8/30/20
|
2/28/20
|
|||
Hawai‘i Laborers (GPRS)
|
99-6025107; 001
|
Green
|
No
|
0.2
|
|
0.2
|
|
0.2
|
|
No
|
9/30/24
|
2/28/20
|
|||
Total
|
|
|
|
$
|
5.6
|
|
$
|
6.0
|
|
$
|
6.1
|
|
|
|
|
12.
|
INCOME TAXES
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(1.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.6
|
)
|
State
|
|
(0.4
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Current
|
|
$
|
(2.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(3.1
|
)
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
14.0
|
|
|
$
|
(200.7
|
)
|
State
|
|
—
|
|
|
2.6
|
|
|
(14.4
|
)
|
|||
Deferred
|
|
$
|
—
|
|
|
$
|
16.6
|
|
|
$
|
(215.1
|
)
|
Income tax expense (benefit)
|
|
$
|
(2.0
|
)
|
|
$
|
16.3
|
|
|
$
|
(218.2
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Computed federal income tax expense
|
|
$
|
(8.2
|
)
|
|
$
|
(11.1
|
)
|
|
$
|
3.3
|
|
State income taxes
|
|
(5.1
|
)
|
|
(15.6
|
)
|
|
0.1
|
|
|||
Valuation allowance
|
|
8.3
|
|
|
84.4
|
|
|
6.9
|
|
|||
REIT rate differential
|
|
(7.9
|
)
|
|
(51.5
|
)
|
|
(2.2
|
)
|
|||
Tax credits, including solar
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Return-to-provision adjustments
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||
Amended return
|
|
(1.1
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||
Noncontrolling interest
|
|
0.5
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Rate change effect related to REIT conversion
|
|
—
|
|
|
—
|
|
|
(223.0
|
)
|
|||
Rate change effect related to Tax Cuts and Jobs Act of 2017
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||
Impairments
|
|
12.4
|
|
|
10.7
|
|
|
—
|
|
|||
Other—net
|
|
(0.9
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
(2.0
|
)
|
|
$
|
16.3
|
|
|
$
|
(218.2
|
)
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
10.4
|
|
|
$
|
10.6
|
|
Capitalized costs
|
|
6.2
|
|
|
9.7
|
|
||
Joint ventures and other investments
|
|
49.1
|
|
|
55.7
|
|
||
Impairment and amortization
|
|
0.9
|
|
|
0.8
|
|
||
Solar investment benefits
|
|
16.7
|
|
|
16.7
|
|
||
Insurance and other reserves
|
|
3.2
|
|
|
2.6
|
|
||
Disallowed interest expense
|
|
8.4
|
|
|
4.4
|
|
||
Net operating losses
|
|
17.6
|
|
|
8.3
|
|
||
Operating lease liability
|
|
2.6
|
|
|
—
|
|
||
Other
|
|
3.4
|
|
|
1.5
|
|
||
Total deferred tax assets
|
|
$
|
118.5
|
|
|
$
|
110.3
|
|
Valuation allowance
|
|
(99.3
|
)
|
|
(91.5
|
)
|
||
Total net deferred tax assets
|
|
$
|
19.2
|
|
|
$
|
18.8
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property (including tax-deferred gains on real estate transactions)
|
|
$
|
16.0
|
|
|
$
|
17.0
|
|
Interest rate swap
|
|
—
|
|
|
1.0
|
|
||
Operating lease asset
|
|
2.5
|
|
|
—
|
|
||
Other
|
|
0.7
|
|
|
0.8
|
|
||
Total deferred tax liabilities
|
|
$
|
19.2
|
|
|
$
|
18.8
|
|
|
|
|
|
|
||||
Net deferred tax assets (liabilities)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Reductions
|
|
Balance at End of Year
|
||||||||
2019
|
|
$
|
91.5
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
99.3
|
|
2018
|
|
$
|
6.9
|
|
|
$
|
84.6
|
|
|
$
|
—
|
|
|
$
|
91.5
|
|
2017
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|
|
2012 Plan
Stock Options |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Contractual Life |
|
Aggregate
Intrinsic Value |
||||
Outstanding, January 1, 2019
|
|
580.1
|
|
$
|
12.91
|
|
|
|
|
|
||
Exercised
|
|
(225.8)
|
|
$
|
11.29
|
|
|
|
|
|
||
Canceled
|
|
(2.1)
|
|
$
|
13.11
|
|
|
|
|
|
||
Outstanding, December 31, 2019
|
|
352.2
|
|
$
|
13.95
|
|
|
1.5 years
|
|
$
|
2,441
|
|
Vested or expected to vest
|
|
352.2
|
|
$
|
13.95
|
|
|
1.5 years
|
|
$
|
2,441
|
|
Exercisable, December 31, 2019
|
|
352.2
|
|
$
|
13.95
|
|
|
1.5 years
|
|
$
|
2,441
|
|
|
|
2012 Plan
Restricted Stock Units |
|
Weighted-
Average Grant-date Fair Value |
||
Outstanding, January 1, 2019
|
|
421.3
|
|
$
|
25.91
|
|
Granted
|
|
264.0
|
|
$
|
20.05
|
|
Vested
|
|
(149.5)
|
|
$
|
23.72
|
|
Canceled
|
|
(81.1)
|
|
$
|
22.24
|
|
Outstanding, December 31, 2019
|
|
454.7
|
|
$
|
23.88
|
|
|
|
2019 Grants
|
|
2018 Grants
|
|
2017 Grants
|
|||
Volatility of A&B common stock
|
|
23.6
|
%
|
|
22.7
|
%
|
|
24.1
|
%
|
Average volatility of peer companies
|
|
24.2
|
%
|
|
21.6
|
%
|
|
25.6
|
%
|
Risk-free interest rate
|
|
2.5
|
%
|
|
2.3
|
%
|
|
1.6
|
%
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Share-based expense:
|
|
|
|
|
|
|
||||||
Time-based and market-based restricted stock units
|
|
$
|
5.4
|
|
|
$
|
4.7
|
|
|
$
|
4.4
|
|
Total share-based expense
|
|
5.4
|
|
|
4.7
|
|
|
4.4
|
|
|||
Total recognized tax benefit
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Share-based expense (net of tax)
|
|
$
|
5.4
|
|
|
$
|
4.7
|
|
|
$
|
3.9
|
|
|
|
|
|
|
|
|
||||||
Cash received upon option exercise
|
|
$
|
2.6
|
|
|
$
|
0.4
|
|
|
$
|
8.1
|
|
Intrinsic value of options exercised
|
|
$
|
2.6
|
|
|
$
|
0.4
|
|
|
$
|
13.2
|
|
Tax benefit realized upon option exercise
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Fair value of stock vested
|
|
$
|
4.5
|
|
|
$
|
4.0
|
|
|
$
|
3.7
|
|
Standby letters of credit(a)
|
$
|
1.7
|
|
Bonds(b)
|
$
|
383.9
|
|
Effective
|
Maturity
|
Fixed
|
|
Notional Amount at
|
|
Fair Value at
|
Classification on
|
||||||||
Date
|
Date
|
Interest Rate
|
|
December 31, 2019
|
|
December 31, 2019
|
|
December 31, 2018
|
Balance Sheet
|
||||||
4/7/2016
|
8/1/2029
|
3.14%
|
|
$
|
59.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
3.9
|
|
Accrued and other liabilities
|
Effective
|
Maturity
|
Fixed
|
|
Notional Amount at
|
|
Fair Value at
|
Classification on
|
||||||||
Date
|
Date
|
Interest Rate
|
|
December 31, 2019
|
|
December 31, 2019
|
|
December 31, 2018
|
Balance Sheet
|
||||||
1/1/2014
|
9/1/2021
|
5.95%
|
|
$
|
10.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
Accrued and other liabilities
|
|
|
2019
|
|
2018
|
||||
Derivatives in Designated Cash Flow Hedging Relationships:
|
|
|
|
|
||||
Amount of gain (loss) recognized in OCI on derivatives
|
|
$
|
(4.0
|
)
|
|
$
|
1.0
|
|
Impact of reclassification adjustment to interest expense included in Net Income (Loss)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income (loss) from continuing operations
|
|
$
|
(36.9
|
)
|
|
$
|
(69.2
|
)
|
|
$
|
228.1
|
|
Exclude: (Income) loss attributable to noncontrolling interest
|
|
2.0
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Income (loss) from continuing operations attributable to A&B shareholders
|
|
(34.9
|
)
|
|
(71.4
|
)
|
|
225.9
|
|
|||
Exclude: (Increase) decrease in carrying value of redeemable non-controlling interest
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||
Income (loss) from continuing operations available to A&B shareholders
|
|
(34.9
|
)
|
|
(71.4
|
)
|
|
227.7
|
|
|||
Distributions and allocations to participating securities
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations available to A&B common shareholders
|
|
(35.1
|
)
|
|
(71.4
|
)
|
|
227.7
|
|
|||
Income (loss) from discontinued operations available to A&B common shareholders
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
2.4
|
|
|||
Net income (loss) available to A&B common shareholders
|
|
$
|
(36.6
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
230.1
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Denominator for basic EPS - weighted average shares outstanding
|
|
72.2
|
|
|
70.6
|
|
|
49.2
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
Stock options and restricted stock unit awards
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Special Distribution
|
|
—
|
|
|
—
|
|
|
3.0
|
|
Denominator for diluted EPS - weighted average shares outstanding
|
|
72.2
|
|
|
70.6
|
|
|
53.0
|
|
|
|
Year Ended December 31, 2019
|
|
Cumulative Amount
|
||||
Employee severance benefits and related costs
|
|
$
|
—
|
|
|
$
|
22.1
|
|
Asset write-offs and accelerated depreciation
|
|
—
|
|
|
71.3
|
|
||
Property removal, restoration and other exit-related costs
|
|
1.1
|
|
|
11.2
|
|
||
Total cessation-related costs
|
|
$
|
1.1
|
|
|
$
|
104.6
|
|
|
|
Other Exit Costs1
|
||
Balance at December 31, 2018
|
|
$
|
4.1
|
|
Expense
|
|
1.1
|
|
|
Cash payments
|
|
(1.4
|
)
|
|
Balance at December 31, 2019
|
|
$
|
3.8
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenue:
|
|
|
|
|
|
|
||||||
Commercial Real Estate
|
|
$
|
160.6
|
|
|
$
|
140.3
|
|
|
$
|
136.9
|
|
Land Operations
|
|
114.1
|
|
|
289.5
|
|
|
84.5
|
|
|||
Materials & Construction
|
|
160.5
|
|
|
214.6
|
|
|
204.1
|
|
|||
Total operating revenue
|
|
435.2
|
|
|
644.4
|
|
|
425.5
|
|
|||
Operating Profit (Loss):
|
|
|
|
|
|
|
||||||
Commercial Real Estate1
|
|
66.2
|
|
|
58.5
|
|
|
34.4
|
|
|||
Land Operations2
|
|
20.8
|
|
|
(26.7
|
)
|
|
14.2
|
|
|||
Materials & Construction6
|
|
(69.2
|
)
|
|
(73.2
|
)
|
|
22.0
|
|
|||
Total operating profit (loss)
|
|
17.8
|
|
|
(41.4
|
)
|
|
70.6
|
|
|||
Gain (loss) on the sale of commercial real estate properties
|
|
—
|
|
|
51.4
|
|
|
9.3
|
|
|||
Interest expense
|
|
(33.1
|
)
|
|
(35.3
|
)
|
|
(25.6
|
)
|
|||
General corporate expenses
|
|
(23.6
|
)
|
|
(27.6
|
)
|
|
(29.2
|
)
|
|||
REIT evaluation/conversion costs
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
$
|
(38.9
|
)
|
|
$
|
(52.9
|
)
|
|
$
|
9.9
|
|
|
|
|
|
|
|
|
||||||
Identifiable Assets:
|
|
|
|
|
|
|
||||||
Commercial Real Estate
|
|
$
|
1,532.6
|
|
|
$
|
1,530.4
|
|
|
$
|
1,128.1
|
|
Land Operations3
|
|
282.5
|
|
|
350.0
|
|
|
604.2
|
|
|||
Materials & Construction
|
|
243.0
|
|
|
297.1
|
|
|
379.2
|
|
|||
Other
|
|
26.2
|
|
|
47.7
|
|
|
119.7
|
|
|||
Total assets
|
|
$
|
2,084.3
|
|
|
$
|
2,225.2
|
|
|
$
|
2,231.2
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures:
|
|
|
|
|
|
|
||||||
Commercial Real Estate4
|
|
$
|
250.5
|
|
|
$
|
282.7
|
|
|
$
|
32.8
|
|
Land Operations5
|
|
2.3
|
|
|
1.4
|
|
|
1.4
|
|
|||
Materials & Construction
|
|
1.9
|
|
|
11.0
|
|
|
6.3
|
|
|||
Other
|
|
0.4
|
|
|
1.0
|
|
|
0.2
|
|
|||
Total capital expenditures
|
|
$
|
255.1
|
|
|
$
|
296.1
|
|
|
$
|
40.7
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Commercial Real Estate
|
|
$
|
36.7
|
|
|
$
|
28.0
|
|
|
$
|
26.0
|
|
Land Operations
|
|
1.6
|
|
|
1.9
|
|
|
1.6
|
|
|||
Materials & Construction
|
|
11.4
|
|
|
12.1
|
|
|
12.2
|
|
|||
Other
|
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
|||
Total depreciation and amortization
|
|
$
|
50.5
|
|
|
$
|
42.8
|
|
|
$
|
41.4
|
|
Fair value of assets acquired and liabilities assumed
|
|
|
||
Assets acquired:
|
|
|
||
Land
|
|
$
|
92.8
|
|
Property and improvements
|
|
173.9
|
|
|
In-place leases
|
|
32.0
|
|
|
Favorable leases
|
|
6.7
|
|
|
Total assets acquired
|
|
$
|
305.4
|
|
|
|
|
||
Liabilities assumed:
|
|
|
||
Unfavorable leases
|
|
$
|
2.7
|
|
Notes payable and other debt1
|
|
$
|
61.0
|
|
Total liabilities assumed
|
|
63.7
|
|
|
Net assets acquired
|
|
$
|
241.7
|
|
|
2018
|
|
2019
|
||||||||||||||||||||
|
Materials & Construction
|
|
Commercial Real Estate
|
|
Total
|
|
Materials & Construction
|
|
Commercial Real Estate
|
|
Total
|
||||||||||||
Balance, beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross amount of goodwill
|
$
|
93.6
|
|
|
$
|
8.7
|
|
|
$
|
102.3
|
|
|
$
|
93.6
|
|
|
$
|
8.7
|
|
|
$
|
102.3
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.2
|
)
|
|
—
|
|
|
(37.2
|
)
|
||||||
|
93.6
|
|
|
8.7
|
|
|
102.3
|
|
|
56.4
|
|
|
8.7
|
|
|
65.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment losses
|
(37.2
|
)
|
|
—
|
|
|
(37.2
|
)
|
|
(49.7
|
)
|
|
—
|
|
|
(49.7
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, end of year
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross amount of goodwill
|
93.6
|
|
|
8.7
|
|
|
102.3
|
|
|
93.6
|
|
|
8.7
|
|
|
102.3
|
|
||||||
Accumulated impairment losses
|
(37.2
|
)
|
|
—
|
|
|
(37.2
|
)
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
||||||
|
$
|
56.4
|
|
|
$
|
8.7
|
|
|
$
|
65.1
|
|
|
$
|
6.7
|
|
|
$
|
8.7
|
|
|
$
|
15.4
|
|
|
2019
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenue
|
$
|
129.4
|
|
|
$
|
109.1
|
|
|
$
|
89.1
|
|
|
$
|
107.6
|
|
Total Operating Profit (Loss)
|
$
|
23.7
|
|
|
$
|
13.2
|
|
|
$
|
(37.1
|
)
|
|
$
|
18.0
|
|
Income (Loss) from Continuing Operations Before Income Taxes
|
$
|
8.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
(50.8
|
)
|
|
$
|
4.8
|
|
Net Income (Loss) Attributable to A&B Shareholders
|
$
|
9.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
(49.8
|
)
|
|
$
|
5.2
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (loss) Available to A&B shareholders
|
$
|
9.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
(49.8
|
)
|
|
$
|
5.0
|
|
Basic Earnings (Loss) Per Share
|
$
|
0.12
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
0.07
|
|
Diluted Earnings (Loss) Per Share
|
$
|
0.12
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
72.1
|
|
|
72.2
|
|
|
72.3
|
|
|
72.3
|
|
||||
Diluted
|
72.5
|
|
|
72.2
|
|
|
72.3
|
|
|
72.5
|
|
|
2018
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenue
|
$
|
113.3
|
|
|
$
|
112.1
|
|
|
$
|
119.4
|
|
|
$
|
299.6
|
|
Total Operating Profit (Loss)
|
$
|
10.3
|
|
|
$
|
18.8
|
|
|
$
|
32.4
|
|
|
$
|
(102.9
|
)
|
Income (Loss) from Continuing Operations Before Income Taxes
|
$
|
44.8
|
|
|
$
|
2.8
|
|
|
$
|
16.8
|
|
|
$
|
(117.3
|
)
|
Net Income (Loss) Attributable to A&B Shareholders
|
$
|
47.3
|
|
|
$
|
2.5
|
|
|
$
|
14.8
|
|
|
$
|
(136.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net Income (loss) Available to A&B shareholders
|
$
|
47.3
|
|
|
$
|
2.5
|
|
|
$
|
14.8
|
|
|
$
|
(136.6
|
)
|
Basic Earnings (Loss) Per Share
|
$
|
0.71
|
|
|
$
|
0.03
|
|
|
$
|
0.21
|
|
|
$
|
(1.90
|
)
|
Diluted Earnings (Loss) Per Share
|
$
|
0.66
|
|
|
$
|
0.03
|
|
|
$
|
0.20
|
|
|
$
|
(1.90
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
66.4
|
|
|
72.0
|
|
|
72.0
|
|
|
72.0
|
|
||||
Diluted
|
72.2
|
|
|
72.3
|
|
|
72.4
|
|
|
72.0
|
|
•
|
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 :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Kapolei Enterprise Center (HI)
|
|
$
|
—
|
|
$
|
7.9
|
|
$
|
16.8
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
7.9
|
|
$
|
17.5
|
|
$
|
25.4
|
|
$
|
(0.4
|
)
|
2019
|
2019
|
Harbor Industrial (HI)
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
1.2
|
|
1.2
|
|
(1.1
|
)
|
1930
|
2018
|
|||||||||
Honokohau Industrial (HI)
|
|
—
|
|
5.0
|
|
4.8
|
|
0.1
|
|
—
|
|
5.0
|
|
4.9
|
|
9.9
|
|
(0.4
|
)
|
Various
|
2017
|
|||||||||
Kailua Industrial/Other (HI)
|
|
—
|
|
10.5
|
|
2.0
|
|
0.5
|
|
—
|
|
10.5
|
|
2.5
|
|
13.0
|
|
(0.4
|
)
|
Various
|
2013
|
|||||||||
Kakaako Commerce Center (HI)
|
|
—
|
|
16.9
|
|
20.6
|
|
1.8
|
|
—
|
|
16.9
|
|
22.4
|
|
39.3
|
|
(2.8
|
)
|
1969
|
2014
|
|||||||||
Komohana Industrial Park (HI)
|
|
—
|
|
25.2
|
|
10.8
|
|
1.0
|
|
—
|
|
25.2
|
|
11.8
|
|
37.0
|
|
(3.0
|
)
|
1990
|
2010
|
|||||||||
Opule Industrial (HI)
|
|
—
|
|
10.9
|
|
27.1
|
|
—
|
|
—
|
|
10.9
|
|
27.1
|
|
38.0
|
|
(0.7
|
)
|
2005-2006, 2018
|
2018
|
|||||||||
P&L Warehouse (HI)
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
1.2
|
|
1.2
|
|
(0.8
|
)
|
1970
|
1970
|
|||||||||
Port Allen (HI)
|
|
—
|
|
—
|
|
0.7
|
|
2.4
|
|
—
|
|
—
|
|
3.1
|
|
3.1
|
|
(2.2
|
)
|
1983, 1993
|
1983-1993
|
|||||||||
Waipio Industrial (HI)
|
|
—
|
|
19.6
|
|
7.7
|
|
0.5
|
|
—
|
|
19.6
|
|
8.1
|
|
27.7
|
|
(2.3
|
)
|
1988-1989
|
2009
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Kahului Office Building (HI)
|
|
—
|
|
1.0
|
|
0.4
|
|
7.4
|
|
—
|
|
1.0
|
|
7.8
|
|
8.8
|
|
(8.3
|
)
|
1974
|
1989
|
|||||||||
Kahului Office Center (HI)
|
|
—
|
|
—
|
|
—
|
|
5.2
|
|
—
|
|
—
|
|
5.2
|
|
5.2
|
|
(3.7
|
)
|
1991
|
1991
|
|||||||||
Lono Center (HI)
|
|
—
|
|
—
|
|
1.4
|
|
1.2
|
|
—
|
|
—
|
|
2.6
|
|
2.6
|
|
(1.6
|
)
|
1973
|
1991
|
|||||||||
Gateway at Mililani Mauka South (HI)
|
|
—
|
|
7.0
|
|
3.5
|
|
5.1
|
|
—
|
|
5.5
|
|
10.1
|
|
15.6
|
|
(1.3
|
)
|
1992, 2006
|
2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retail :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Aikahi Park Shopping Center (HI)
|
|
—
|
|
23.5
|
|
6.7
|
|
1.8
|
|
—
|
|
23.5
|
|
8.7
|
|
32.2
|
|
(2.1
|
)
|
1971
|
2015
|
|||||||||
Gateway at Mililani Mauka (HI)
|
|
—
|
|
7.3
|
|
4.7
|
|
6.4
|
|
—
|
|
7.8
|
|
10.5
|
|
18.3
|
|
(1.7
|
)
|
2008, 2013
|
2011
|
|||||||||
Hokulei Street (HI)
|
|
—
|
|
16.9
|
|
36.5
|
|
2.7
|
|
—
|
|
16.9
|
|
39.2
|
|
56.1
|
|
(2.3
|
)
|
2015
|
2018
|
|||||||||
Kahului Shopping Center (HI)
|
|
—
|
|
—
|
|
—
|
|
3.1
|
|
—
|
|
—
|
|
3.1
|
|
3.1
|
|
(1.7
|
)
|
1951
|
1951
|
|||||||||
Kailua Retail Other (HI)
|
|
14.8
|
|
84.0
|
|
73.8
|
|
12.1
|
|
—
|
|
84.7
|
|
85.3
|
|
170.0
|
|
(14.7
|
)
|
Various
|
2013
|
|||||||||
Kaneohe Bay Shopping Ctr. (HI)
|
|
—
|
|
—
|
|
13.4
|
|
2.7
|
|
—
|
|
0.4
|
|
15.8
|
|
16.2
|
|
(7.2
|
)
|
1971
|
2001
|
|||||||||
Kunia Shopping Center (HI)
|
|
—
|
|
2.7
|
|
10.6
|
|
2.1
|
|
—
|
|
3.0
|
|
12.4
|
|
15.4
|
|
(5.2
|
)
|
2004
|
2002
|
|||||||||
Lanihau Marketplace (HI)
|
|
—
|
|
9.4
|
|
13.2
|
|
2.4
|
|
—
|
|
9.4
|
|
15.6
|
|
25.0
|
|
(4.2
|
)
|
1987
|
2010
|
|||||||||
Laulani Village (HI)
|
|
62.0
|
|
43.4
|
|
64.3
|
|
2.9
|
|
—
|
|
43.4
|
|
67.3
|
|
110.7
|
|
(3.9
|
)
|
2012
|
2018
|
|||||||||
Manoa Marketplace (HI)
|
|
59.5
|
|
43.3
|
|
35.9
|
|
4.8
|
|
—
|
|
45.0
|
|
38.9
|
|
83.9
|
|
(4.5
|
)
|
1977
|
2016
|
|||||||||
Napili Plaza (HI)
|
|
—
|
|
9.4
|
|
8.0
|
|
0.6
|
|
—
|
|
9.5
|
|
8.6
|
|
18.1
|
|
(1.9
|
)
|
1991
|
2003, 2013
|
|||||||||
Pearl Highlands Center (HI)
|
|
83.4
|
|
43.4
|
|
96.2
|
|
13.1
|
|
—
|
|
43.4
|
|
109.3
|
|
152.7
|
|
(19.9
|
)
|
1992-1994
|
2013
|
|||||||||
Port Allen Marina Ctr. (HI)
|
|
—
|
|
—
|
|
3.4
|
|
1.9
|
|
—
|
|
—
|
|
5.3
|
|
5.3
|
|
(2.4
|
)
|
2002
|
1971
|
|||||||||
The Collection (HI)
|
|
—
|
|
2.3
|
|
4.5
|
|
1.7
|
|
—
|
|
2.3
|
|
6.2
|
|
8.5
|
|
(0.2
|
)
|
2017
|
2018
|
|||||||||
The Shops at Kukui'ula (HI)
|
|
—
|
|
8.9
|
|
30.1
|
|
4.2
|
|
—
|
|
9.2
|
|
33.9
|
|
43.1
|
|
(6.5
|
)
|
2009
|
2013
|
|||||||||
Waianae Mall (HI)
|
|
—
|
|
17.4
|
|
10.1
|
|
5.3
|
|
—
|
|
17.7
|
|
14.9
|
|
32.6
|
|
(3.1
|
)
|
1975
|
2013
|
|||||||||
Waipio Shopping Center (HI)
|
|
—
|
|
24.0
|
|
7.6
|
|
1.5
|
|
—
|
|
24.0
|
|
9.1
|
|
33.1
|
|
(2.3
|
)
|
1986, 2004
|
2009
|
|||||||||
Lau Hala Shops (HI)
|
|
—
|
|
—
|
|
—
|
|
37.8
|
|
—
|
|
14.5
|
|
23.2
|
|
37.7
|
|
(1.1
|
)
|
2018
|
2018
|
|||||||||
Hookele (HI)
|
|
—
|
|
—
|
|
—
|
|
30.8
|
|
—
|
|
13.4
|
|
17.4
|
|
30.8
|
|
(0.4
|
)
|
2017
|
2019
|
|||||||||
Puunene Shopping Center (HI)
|
|
—
|
|
24.8
|
|
28.6
|
|
6.8
|
|
—
|
|
24.8
|
|
35.4
|
|
60.2
|
|
(2.4
|
)
|
2017
|
2018
|
|||||||||
Queens' MarketPlace (HI)
|
|
—
|
|
20.4
|
|
58.9
|
|
1.5
|
|
—
|
|
20.4
|
|
60.3
|
|
80.7
|
|
(1.2
|
)
|
2007
|
2019
|
|||||||||
Waipouli Town Center (HI)
|
|
—
|
|
5.9
|
|
9.7
|
|
0.9
|
|
—
|
|
6.0
|
|
10.5
|
|
16.5
|
|
(0.3
|
)
|
1980
|
2019
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Oahu Ground Leases (HI)
|
|
—
|
|
231.6
|
|
0.1
|
|
—
|
|
—
|
|
231.6
|
|
0.1
|
|
231.7
|
|
—
|
|
—
|
—
|
|||||||||
Other miscellaneous investments
|
|
—
|
|
2.5
|
|
0.1
|
|
11.7
|
|
—
|
|
2.8
|
|
11.5
|
|
14.3
|
|
(7.1
|
)
|
—
|
—
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total
|
|
$
|
219.7
|
|
$
|
725.1
|
|
$
|
612.2
|
|
$
|
187.2
|
|
$
|
—
|
|
$
|
756.2
|
|
$
|
768.0
|
|
$
|
1,524.2
|
|
$
|
(125.3
|
)
|
|
|
Description (amounts in millions)
|
|
Encum-
brances (1) |
Land
|
Buildings and Improvements
|
Improvements
|
Carrying Costs
|
Land
|
Buildings and Improvements
|
Total (2)
|
Accumulated
Depreciation (3) |
||||||||||||||||||
Land Operations Segment
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Agricultural Land
|
|
$
|
—
|
|
$
|
11.0
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
—
|
|
$
|
11.0
|
|
$
|
0.3
|
|
$
|
11.3
|
|
$
|
—
|
|
Kahala Portfolio
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Kamalani
|
|
—
|
|
—
|
|
—
|
|
5.0
|
|
—
|
|
—
|
|
5.0
|
|
5.0
|
|
—
|
|
|||||||||
Kauai Landholdings
|
|
—
|
|
—
|
|
0.1
|
|
5.6
|
|
—
|
|
—
|
|
5.7
|
|
5.7
|
|
(0.7
|
)
|
|||||||||
Maui Business Park II
|
|
—
|
|
—
|
|
—
|
|
31.9
|
|
—
|
|
—
|
|
31.9
|
|
31.9
|
|
—
|
|
|||||||||
Maui Landholdings
|
|
—
|
|
0.1
|
|
0.2
|
|
6.0
|
|
—
|
|
0.1
|
|
6.2
|
|
6.3
|
|
(0.7
|
)
|
|||||||||
Wailea B-1
|
|
—
|
|
4.6
|
|
—
|
|
—
|
|
—
|
|
4.6
|
|
—
|
|
4.6
|
|
—
|
|
|||||||||
Wailea, other
|
|
—
|
|
19.9
|
|
—
|
|
8.5
|
|
(0.5
|
)
|
19.9
|
|
8.0
|
|
27.9
|
|
—
|
|
|||||||||
Other miscellaneous investments
|
|
—
|
|
1.6
|
|
—
|
|
0.8
|
|
—
|
|
1.6
|
|
0.8
|
|
2.4
|
|
(0.8
|
)
|
|||||||||
Total
|
|
$
|
—
|
|
$
|
37.2
|
|
$
|
0.3
|
|
$
|
58.1
|
|
$
|
(0.5
|
)
|
$
|
37.2
|
|
$
|
57.9
|
|
$
|
95.1
|
|
$
|
(2.2
|
)
|
(1)
|
See Note 8 to the consolidated financial statements.
|
(2)
|
The aggregate tax basis, at December 31, 2019, for the Commercial Real Estate segment and Land Operations segment assets was approximately $698.6 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)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
1,447.7
|
|
|
$
|
1,325.1
|
|
|
$
|
1,352.7
|
|
Additions and improvements
|
|
232.8
|
|
|
317.8
|
|
|
57.8
|
|
|||
Dispositions, retirements and other adjustments
|
|
(61.2
|
)
|
|
(194.7
|
)
|
|
(66.6
|
)
|
|||
Impairment of assets
|
|
—
|
|
|
(0.5
|
)
|
|
(18.8
|
)
|
|||
Balance at end of year
|
|
$
|
1,619.3
|
|
|
$
|
1,447.7
|
|
|
$
|
1,325.1
|
|
Reconciliation of Accumulated Depreciation (in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
107.6
|
|
|
$
|
133.5
|
|
|
$
|
122.7
|
|
Depreciation expense
|
|
24.3
|
|
|
20.4
|
|
|
18.8
|
|
|||
Dispositions, retirements and other adjustments
|
|
(4.4
|
)
|
|
(46.3
|
)
|
|
(8.0
|
)
|
|||
Balance at end of year
|
|
$
|
127.5
|
|
|
$
|
107.6
|
|
|
$
|
133.5
|
|
Pursuant to the requirements of Section 13 or 15(d) 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)
|
|
|
|
|
|
|
|
|
|
February 27, 2020
|
|
By: /s/ Christopher J. Benjamin
|
|
|
|
Christopher J. Benjamin
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
|
|||
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Stanley M. Kuriyama
|
|
Chairman of the Board
|
|
February 27, 2020
|
Stanley M. Kuriyama
|
|
|
|
|
|
|
|
|
|
/s/ Christopher J. Benjamin
|
|
President, Chief Executive
|
|
February 27, 2020
|
Christopher J. Benjamin
|
|
Officer, and Director
|
|
|
|
|
|
|
|
/s/ Brett A. Brown
|
|
Executive Vice President and
|
|
February 27, 2020
|
Brett A. Brown
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ Clayton K.Y. Chun
|
|
Senior Vice President, Chief
|
|
February 27, 2020
|
Clayton K.Y. Chun
|
|
Accounting Officer and Controller
|
|
|
|
|
|
|
|
/s/ W. Allen Doane
|
|
Director
|
|
February 27, 2020
|
W. Allen Doane
|
|
|
|
|
|
|
|
|
|
/s/ Robert S. Harrison
|
|
Director
|
|
February 27, 2020
|
Robert S. Harrison
|
|
|
|
|
|
|
|
|
|
/s/ Diana M. Laing
|
|
Director
|
|
February 27, 2020
|
Diana M. Laing
|
|
|
|
|
|
|
|
|
|
/s/ Thomas A. Lewis, Jr.
|
|
Director
|
|
February 27, 2020
|
Thomas A. Lewis, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Douglas M. Pasquale
|
|
Lead Independent
|
|
February 27, 2020
|
Douglas M. Pasquale
|
|
Director
|
|
|
|
|
|
|
|
/s/ Michele K. Saito
|
|
Director
|
|
February 27, 2020
|
Michele K. Saito
|
|
|
|
|
|
|
|
|
|
/s/ Eric K. Yeaman
|
|
Director
|
|
February 27, 2020
|
Eric K. Yeaman
|
|
|
|
|
(a)
|
adopts a new plan as of January 1, 2020.
|
(b)
|
amends and restates its existing plan as of [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.
|
Plan Name:
|
2019 Alexander & Baldwin Nonqualified Defined Contribution Plan
|
Plan Year:
|
calendar
|
Name:
|
Alexander & Baldwin, Inc.
|
Address:
|
822 Bishop Street, Honolulu, HI 96813
|
Phone #:
|
(808) 525-6611
|
EIN #:
|
45-4849780
|
Fiscal Year:
|
calendar
|
Name:
|
Alexander & Baldwin Administrative Committee
|
Address:
|
same as above
|
(a)
|
Employees [complete (i), (ii) or (iii)]
|
(i)
|
Eligible Employees are selected by the Employer.
|
(ii)
|
Eligible Employees are those employees of the Employer who satisfy the following criteria:
|
Eligible Employees are those selected by the Employer and who have received notification of such eligibility in writing.
|
|
|
|
|
(iii)
|
Employees are not eligible to participate.
|
(b)
|
Directors [complete (i), (ii) or (iii)]
|
(i)
|
All Directors are eligible to participate.
|
(ii)
|
Only Directors selected by the Employer are eligible to participate.
|
(iii)
|
Directors are not eligible to participate.
|
(a)
|
Compensation is defined as:
|
Compensation as defined in Section 1.15 of the A&B Individual Deferred Compensation and Profit Sharing Plan for Salaried Non-Bargaining Employees (the “401(k) Plan”), prior to the deduction of pretax contributions.
|
|
|
|
|
|
(b)
|
Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.
|
(c)
|
Director Compensation is defined as:
|
|
|
|
(d)
|
Compensation shall, for all Plan purposes, be limited to $ .
|
(e)
|
Not Applicable.
|
Type
|
[Will be treated as]
Performance Based Compensation |
|
|
Yes
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount of Deferrals
|
(i)
|
Compensation other than Bonuses [do not complete if you complete (iii)]
|
Type of Remuneration
|
Dollar Amount
|
% Amount
|
Increment
|
||
Min
|
Max
|
Min
|
Max
|
|
|
|
|
|
%
|
%
|
%
|
|
|
|
%
|
%
|
%
|
|
|
|
%
|
%
|
%
|
(ii)
|
Bonuses [do not complete if you complete (iii)]
|
Type of Bonus
|
Dollar Amount
|
% Amount
|
Increment
|
||
Min
|
Max
|
Min
|
Max
|
|
|
|
|
|
%
|
%
|
%
|
|
|
|
%
|
%
|
%
|
|
|
|
%
|
%
|
%
|
(iii)
|
Compensation [do not complete if you completed (i) and (ii)]
|
Dollar Amount
|
% Amount
|
Increment
|
||
Min
|
Max
|
Min
|
Max
|
|
|
|
%
|
%
|
%
|
(iv)
|
Director Compensation
|
Type of Compensation
|
Dollar Amount
|
% Amount
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Increment
|
||
Min
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Max
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Min
|
Max
|
|
|
Annual Retainer
|
|
|
%
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%
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%
|
Meeting Fees Other:
|
|
|
%
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%
|
%
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Other:
|
|
|
%
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%
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%
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Other:
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|
|
%
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%
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%
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(b)
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Election Period
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(i)
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Performance Based Compensation
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(ii)
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Newly Eligible Participants
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(c)
|
Revocation of Deferral Agreement
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(d)
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No Participant Contributions
|
(i)
|
Amount
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(A)
|
[insert percentage]% of the Compensation the Participant has elected to defer for the Plan Year
|
(B)
|
An amount determined by the Employer in its sole discretion
|
(C)
|
Matching contributions for each Participant shall be limited to $ and/or [insert percentage]% of Compensation
|
(D)
|
Other:
|
The lesser of:
• up to 3% of Compensation, or
• the applicable limit under Section 402(g) of the Code, including the catch-up limit (if applicable),
minus the maximum allowable match under the 401(k) Plan, including match on catch-up contributions (if applicable).
|
|
(E)
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Not Applicable [Proceed to Section 5.01(b)]
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(ii)
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Eligibility for matching contribution
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(A)
|
Describe requirements:
|
|
|
(B)
|
Is selected by the Employer in its sole discretion to receive an allocation of matching contributions
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(C)
|
No requirements
|
(iii)
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Time of Allocation
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(A)
|
As of the last day of the Plan Year
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(B)
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At such times as the Employer shall determine in its sole discretion
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(C)
|
At the time the Compensation on account of which the matching contribution is being made would otherwise have been paid to the Participant
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(D)
|
Other:
|
|
|
(i)
|
Amount
|
(A)
|
An amount equal to 3% of the Participant’s Compensation in excess of the applicable limit under Section 401(a)(17) of the Code
|
(B)
|
An amount determined by the Employer in its sole discretion
|
(C)
|
Contributions for each Participant shall be limited to $
|
(D)
|
Other:
|
|
|
(E)
|
Not Applicable [Proceed to Section 6.01]
|
(ii)
|
Eligibility for Other Contribution
|
(A)
|
Describe requirements:
|
|
|
(B)
|
Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions
|
(C)
|
No requirements
|
(iii)
|
Time of Allocation
|
(A)
|
As of the last day of the Plan Year
|
(B)
|
At such times or times as the Employer shall determine in its sole discretion
|
(C)
|
Other:
|
|
|
(a)
|
Timing of Distributions
|
(i)
|
All distributions shall commence in accordance with the following [choose one]:
|
(A)
|
As soon as administratively feasible following the distribution event as delayed pursuant to Section 6.01(a)(ii)(A) but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d)
|
(B)
|
Monthly on specified day [insert day]
|
(C)
|
Annually on specified month and day [insert month and day]
|
(D)
|
Calendar quarter on specified month and day [insert month and day] Q[insert numerical quarter 1, 2, 3, or 4]
|
(ii)
|
The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:
|
(A)
|
Event Delay – Distribution events based on Separation from Service will be treated as not having occurred for 12 months
|
(B)
|
Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases
|
(C)
|
Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:
|
|
|
(D)
|
Not applicable
|
(iii)
|
Except in the event of death, a distribution shall be made no later than the end of the taxable year in which the applicable distribution date occurs or, if later, the 15th day of the third month after the applicable distribution date occurs; provided if the payment period crosses two tax years, the payment recipient may not designate the taxable year of the payment. In the event of death of the participant (or beneficiary, if applicable), distributions must commence no later than the last day of the calendar year after the calendar year in which the death occurred, and the payment recipient may be allowed to designate the taxable year for payment.
|
(b)
|
Distribution Events
|
(c)
|
Specified Date and Specified Age elections may not extend beyond age [insert age or “Not Applicable” if no maximum age applies].
|
(d)
|
Payment Election Override
|
(e)
|
Involuntary Cashouts
|
(f)
|
Retirement
|
|
|
(g)
|
Distribution Election Change
|
(h)
|
Frequency of Elections
|
(i)
|
Disability
|
|
|
(a)
|
Matching Contributions
|
|
Years of Service
|
Vesting %
|
|
|
|
|
|
|
0
|
100%
|
[insert “100” if there is immediate vesting]
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
3
|
%
|
|
|
|
|
|
|
4
|
%
|
|
|
|
|
|
|
5
|
%
|
|
|
|
|
|
|
6
|
%
|
|
|
|
|
|
|
7
|
%
|
|
|
|
|
|
|
8
|
%
|
|
|
|
|
|
|
9
|
%
|
|
|
|
|
(b)
|
Other Employer Contributions
|
|
Years of Service
|
Vesting %
|
|
|
|
|
|
|
0
|
100%
|
[insert “100” if there is immediate vesting]
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
3
|
%
|
|
|
|
|
|
|
4
|
%
|
|
|
|
|
|
|
5
|
%
|
|
|
|
|
|
|
6
|
%
|
|
|
|
|
|
|
7
|
%
|
|
|
|
|
|
|
8
|
%
|
|
|
|
|
|
|
9
|
%
|
|
|
|
|
(c)
|
Acceleration of Vesting
|
(i)
|
Death.
|
(ii)
|
Disability.
|
(iii)
|
Change in Control.
|
(iv)
|
Eligibility for Retirement.
|
(v)
|
Other:
|
|
|
(vi)
|
Not applicable.
|
(d)
|
Years of Service
|
(i)
|
A Participant’s Years of Service shall include all service performed for the Employer and
|
(ii)
|
Years of Service shall also include service performed for the following entities:
|
|
|
|
|
|
(iii)
|
Years of Service shall be determined in accordance with [select one]:
|
(A)
|
The elapsed time method in Treas. Reg. Sec. 1.410(a)-7
|
(B)
|
The general method in DOL Reg. Sec. 2530.200b-1 through b-4
|
(C)
|
Participant’s Years of Service credited under:
|
[insert name of plan]
|
(D)
|
Other:
|
|
|
|
|
(iv)
|
Not applicable.
|
(a)
|
A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:
|
(b)
|
Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:
|
(a)
|
The Participant or his Beneficiary
|
(b)
|
The Employer
|
(a)
|
A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.
|
(b)
|
A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.
|
(c)
|
A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.
|
(d)
|
Not Applicable.
|
Plan Sponsor:
|
Alexander & Baldwin, Inc.
|
By:
|
/s/ Nelson N. S. Chun
|
Title:
|
SVP and Chief Legal Officer
|
By:
|
/s/ Alyson J. Nakamura
|
Title:
|
Secretary
|
Plan 1-1
|
Effective Dates 1-1
|
Amounts Not Subject to Code Section 409A 1-1
|
Account 2-1
|
Administrator 2-1
|
Adoption Agreement 2-1
|
Beneficiary 2-1
|
Board or Board of Directors 2-1
|
Bonus 2-1
|
Change in Control 2-1
|
Code 2-1
|
Compensation 2-1
|
Director 2-2
|
Disability 2-2
|
Eligible Employee 2-2
|
Employer 2-2
|
ERISA 2-2
|
Identification Date 2-2
|
Key Employee 2-2
|
Participant 2-2
|
Plan 2-2
|
Plan Sponsor 2-3
|
Plan Year 2-3
|
Related Employer 2-3
|
Retirement 2-3
|
Separation from Service 2-3
|
Unforeseeable Emergency 2-4
|
Valuation Date 2-4
|
Years of Service 2-4
|
Participation 3-1
|
Termination of Participation 3-1
|
Deferral Agreement 4-1
|
Amount of Deferral 4-1
|
Timing of Election to Defer 4-1
|
Election of Payment Schedule and Form of Payment 4-2
|
Matching Contributions 5-1
|
Other Contributions 5-1
|
Establishment of Account 6-1
|
Credits to Account 6-1
|
Investment Options 7-1
|
Adjustment of Accounts 7-1
|
Vesting 8-1
|
Death 8-1
|
Disability 8-1
|
Amount of Benefits 9-1
|
Method and Timing of Distributions 9-1
|
Unforeseeable Emergency 9-1
|
Payment Election Overrides 9-2
|
Cashouts of Amounts Not Exceeding Stated Limit 9-2
|
Required Delay in Payment to Key Employees 9-2
|
Change in Control 9-3
|
Permissible Delays in Payment 9-6
|
Permitted Acceleration of Payment 9-7
|
Amendment by Plan Sponsor 10-1
|
Plan Termination Following Change in Control or Corporate Dissolution 10-1
|
Other Plan Terminations 10-1
|
Establishment of Trust 11-1
|
Rabbi Trust 11-1
|
Investment of Trust Funds 11-1
|
Powers and Responsibilities of the Administrator 12-1
|
Claims and Review Procedures 12-2
|
Plan Administrative Costs 12-3
|
Unsecured General Creditor of the Employer 13-1
|
Employer’s Liability 13-1
|
Limitation of Rights 13-1
|
Anti-Assignment 13-1
|
Facility of Payment 13-2
|
Notices 13-2
|
Tax Withholding 13-2
|
Indemnification 13-3
|
Successors 13-4
|
Disclaimer 13-4
|
Governing Law 13-4
|
Compliance with Code Section 409A 13-4
|
Article 1 -
|
General
|
(a)
|
Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.
|
(b)
|
Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.
|
(c)
|
Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.
|
(a)
|
If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. Prior to the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited to the Participant’s Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service as the distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.
|
(b)
|
If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If the fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.
|
(a)
|
A Participant is treated as a Key Employee if: (i) he is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.
|
(b)
|
A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.
|
(c)
|
The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements: (i) is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and (iii) results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of Treas. Reg. § 1.409A-2(b).
|
(d)
|
The six month delay does not apply to payments described in Section 9.9(a), (b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with this Section 9.6 at the time he incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6.
|
(a)
|
Relevant Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to: (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation.
|
(b)
|
Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. § 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.
|
(c)
|
Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
|
(d)
|
Change in the Effective Control of a Corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the corporation’s Board of Directors is replaced during any twelve month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a majority shareholder for purposes of Section 9.7(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such corporation as described in Section 9.7(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this Section 9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.7(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
|
(e)
|
Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.7(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.
|
(a)
|
The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed.
|
(b)
|
The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.
|
(c)
|
The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
|
(a)
|
Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).
|
(b)
|
Compliance with Ethics Agreement and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.
|
(c)
|
De Minimis Amounts. A payment will be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Treas. Reg. § 1.409A-1(c)(2).
|
(d)
|
FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.
|
(e)
|
Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.
|
(f)
|
Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
|
(g)
|
Payment of state, local and foreign taxes. Notwithstanding the participant’s deferral election, the Employer may, at its sole discretion, accelerate the time and form of payment under the Plan to pay any state, local or foreign taxes arising based on participation in the Plan, which are due before the amount is paid or made available under the Plan, or to pay any income taxes required under Code Section 3401 arising from the accelerated payment to pay the state, local or foreign taxes. However, the payment must not exceed the aggregate value of such state, local or foreign taxes and any related federal income taxes related to such state, local or foreign taxes.
|
(h)
|
Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.
|
(a)
|
To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;
|
(b)
|
To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;
|
(c)
|
To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
|
(d)
|
To administer the claims and review procedures specified in Section 12.2;
|
(e)
|
To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;
|
(f)
|
To determine the person or persons to whom such benefits will be paid;
|
(g)
|
To authorize the payment of benefits;
|
(h)
|
To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;
|
(i)
|
To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
|
(j)
|
By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.
|
(a)
|
Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. If the claim involves a Disability, the denial must also include the standards that governed the decision, including the basis for disagreeing with any health care professionals, vocational professionals or the Social Security Administration as well as an explanation of the scientific or clinical judgement underlying the denial. Such notification will be given within 90 days (45 days in the case of a claim regarding Disability) after the claim is received by the Administrator. The Administrator may extend the period for providing the notification by 90 days (30 days in the case of a claim regarding Disability, which may be extended an additional 30 days) if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period (45 day period in the case of a claim regarding Disability). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.
|
(b)
|
Review Procedure. Within 60 days (180 days in the case of a claim regarding Disability) after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days (180 days in the case of a claim regarding Disability) of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The decision on review will be made within 60 days (45 days in the case of a claim regarding Disability). The Administrator may extend the period for making the decision on review by 60 days (45 days in the case of a claim regarding Disability) if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period (45 days in the case of a claim regarding Disability). If the decision on review is not made within such period, the claim will be considered denied.
|
(i)
|
Any new or additional evidence considered, relied upon, or generated by the Administrator or other person making the decision; and
|
(ii)
|
A new or addition rationale if the decision will be based on that rationale.
|
(c)
|
Exhaustion of Claims Procedures and Right to Bring Legal Claim. No action at law or equity shall be brought more than one year after the Administrator’s affirmation of a denial of a claim, or, if earlier, more than three years after the facts or events giving rising to the claimant’s allegation(s) or claim(s) first occurred.
|
(a)
|
Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.
|
(b)
|
The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.
|
(c)
|
Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.
|
(d)
|
The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.
|
(e)
|
For the purposes of this Section, the following definitions shall apply:
|
(i)
|
“Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, Director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.
|
(ii)
|
“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.
|
Participant
|
_______________________________________
|
Award Date:
|
________________
|
Number of Shares Subject to Award:
|
________________ shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
During Participant’s continuous Service, the Shares shall vest in accordance with the following vesting schedule:
(i) one-third will vest on the first anniversary of the Award Date;
(ii) one-third will vest on the second anniversary of the Award Date; and
(iii) one-third will vest on the third anniversary of the Award Date.
Each such installment vesting date is hereby designated a “Vesting and Issuance Date.” However, one or more Shares may be subject to accelerated vesting in accordance with the provisions of Paragraph 3 or Paragraph 5 of the form Time-Based Restricted Stock Unit Award Agreement.
|
ALEXANDER & BALDWIN, INC.
|
|
By:
|
|
|
|
Title:
|
|
|
|
|
PARTICIPANT
|
|
|
Address:
|
|
|
|
Name of Subsidiary
|
State or Other Jurisdiction Under Which Organized
|
|
|
SUBSIDIARIES AND RELATED ENTITIES*
|
|
Alexander & Baldwin Investments, LLC
|
Delaware
|
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
|
AB Collection Retail 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, Series 2
|
Delaware
|
A&B Waipio 100 LLC
|
Hawaii
|
A&B Waipio Shopping Center LLC
|
Hawaii
|
AB Properties Concorde LLC
|
Hawaii
|
ABP Deer Valley LLC
|
Delaware
|
ABP HDI LLC
|
Hawaii
|
ABP Hokulei LLC
|
Hawaii
|
ABP Honokohau LLC
|
Hawaii
|
ABP Kailua Road LLC
|
Hawaii
|
ABP Kakaako Commerce 1 LLC
|
Hawaii
|
ABP Kakaako Commerce 2 LLC
|
Hawaii
|
ABP Kapolei Warehouse LLC
|
Hawaii
|
ABP KBPWII LLC
|
Hawaii
|
ABP KI New LLC
|
Hawaii
|
ABP KI Old LLC
|
Hawaii
|
ABP Komohana LLC
|
Hawaii
|
ABP Laulani 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 Puunene LLC
|
Hawaii
|
ABP Residuary LLC
|
Hawaii
|
ABP 2927 East Manoa Road LLC
|
Hawaii
|
ABP Ulupuni LLC
|
Hawaii
|
ABP Waikoloa LLC
|
Hawaii
|
ABP Waipouli 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
|
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 Village LLC**
|
Delaware
|
Kukui’ula Web IP LLC
|
Hawaii
|
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
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 27, 2020
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 27, 2020
|
|
(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:
|
February 27, 2020
|
/s/ Brett A. Brown
|
|
Name:
|
Brett A. Brown
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 27, 2020
|
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
|
$1,834.00
|
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
|