Form 8-K Alexander & Baldwin, For: Aug 06

  

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

______________

 

 

FORM 8-K

 

______________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 6, 2015

 

ALEXANDER & BALDWIN, INC.

(Exact name of registrant as specified in its charter)

 

 

Hawaii	001-35492	45-4849780
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

822 Bishop Street, P. O. Box 3440

Honolulu, Hawaii 96801

(Address of principal executive office and zip code)

 

(808) 525-6611

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

 

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

 

Item 7.01.  Regulation FD Disclosure.

 

On August 6, 2015, Alexander & Baldwin, Inc. made available on its website its Real Estate Supplement Update, which provides certain supplemental operating and financial information for its Real Estate operating segments for the quarters ended June 30, 2015 and 2014. A copy of this Real Estate Supplement Update is being furnished as Exhibit 99.1 to this report.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits

  

99.1

Alexander & Baldwin, Inc.’s Real Estate Supplement Update, as of and for the quarters ended June 30, 2015 and 2014.

 

  

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Date:  August 6, 2015
	ALEXANDER & BALDWIN, INC.
	/s/ Paul K. Ito
	Paul K. Ito
	Senior Vice President, Chief Financial Officer,
	Treasurer and Controller

 

 

 

Exhibit 99.1

 

 

 

 

Alexander & Baldwin, Inc.’s Real Estate Supplement Update

 

 

 

Second Quarter 2015

 

(Unaudited)

 

 

About This Supplement Update

 

 

 

This periodic Supplement Update is designed to provide current and potential shareholders of Alexander & Baldwin, Inc. with additional information regarding the Company’s Real Estate operating segments. This information is supplemental to and does not replace the information provided to shareholders in the Company’s periodic filings with the Securities and Exchange Commission.

 

This Second Quarter 2015 Supplement updates Tables 7-15 of the Company’s 2014 Real Estate Supplement.

 

The information contained in this Supplement Update is unaudited and should be read in conjunction with the Company’s 2014 Real Estate Supplement, 2014 Form 10-K and other filings with the SEC through the date of this Supplement Update.

 

Feedback and suggestions regarding the contents of this Supplement Update are welcomed, and should be directed to Suzy P. Hollinger, Director, Investor Relations, via telephone at (808) 525-8422 or via email to [email protected].

 

 

Alexander & Baldwin, Inc. │Real Estate Supplement Update

 

 

Index to Real Estate Supplement Update

(Unaudited)

 

Second Quarter 2015

 

Forward-Looking Statements	2
Basis of Presentation	2
Real Estate Leasing Segment – Asset Descriptions and Statistics	3
Property Detail – Hawaii (Table 7)	3
Property Detail – Mainland (Table 8)	5
Comparable % Occupancy Data by Geographic Region and Asset Class (Table 9)	6
Weighted Average Gross Leasable Area by Geographic Region and Asset Class (Table 10)	6
Occupancy Trend Analysis– Last Five Quarters (Table 11)	6
Real Estate Leasing Net Operating Income (NOI) (Table 12)	7
Real Estate Leasing Same Store NOI (Table 13)	7
Statement on Management’s Use of Non-GAAP Financial Measures	8
Reconciliation of Real Estate Leasing Operating Profit to NOI and Same Store NOI (Table 14)	8
Portfolio Acquisitions and Dispositions	9
2015 and 2014 Improved Property Portfolio Acquisitions/Dispositions (Table 15)	9

 

 

Forward-Looking Statements

 

 

Statements in this Supplement Update that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. These forward-looking statements are not guarantees of future performance. This Supplement Update should be read in conjunction with pages 17-30 of Alexander & Baldwin, Inc.’s 2014 Form 10-K and other filings with the SEC through the date of this Supplement Update, which identify important factors that could affect the forward-looking statements in this Supplement Update. We do not undertake any obligation to update our forward-looking statements.

 

Basis of Presentation

 

 

The information contained in this Supplement Update does not purport to disclose all items required by accounting principles generally accepted in the United States of America (GAAP). The information contained in this Supplement Update is unaudited and should be read in conjunction with Alexander & Baldwin, Inc.’s 2014 Real Estate Supplement, 2014 Form 10-K and other filings with the SEC through the date of this Supplement Update.

 

 

Real Estate Leasing Segment – Asset Descriptions and Statistics

 

 

Table 7

Property Detail - Hawaii

 

Property		Number of properties at 06/30/15				Island		Gross leasable area at 06/30/15 (sq. ft.)				Leased1 (percent)				Outstanding debt ($ in 000s)				2Q2015 NOI2 ($ in 000s)				2Q2015 % NOI to total Hawaii portfolio
Retail:
Pearl Highlands Center			1			Oahu			415,400				97			$	92,706			$	2,356				13.8
Kailua Retail3			16			Oahu			414,300				94				11,087				2,903				17.0
Waianae Mall			1			Oahu			170,300				87				-				655				3.8
Kaneohe Bay Shopping Center4			1			Oahu			125,100				99				-				550				3.2
Waipio Shopping Center			1			Oahu			113,800				94				-				763				4.5
Lanihau Marketplace			1			Hawaii			88,300				99				-				488				2.8
The Shops at Kukui'ula			1			Kauai			78,900				93				38,763				482				2.8
Kunia Shopping Center			1			Oahu			60,400				92				-				547				3.2
Lahaina Square			1			Maui			50,200				79				-				173				1.0
Kahului Shopping Center			1			Maui			49,700				99				-				132				0.8
Napili Plaza			1			Maui			45,700				88				-				330				1.9
Gateway at Mililani Mauka			1			Oahu			34,900				84				-				308				1.8
Port Allen Marina Center			1			Kauai			23,600				79				-				97				0.6
Subtotal – Retail			28						1,670,600				94			$	142,556			$	9,784				57.2
Industrial:
Komohana Industrial Park5			1			Oahu			238,300				100			$	-			$	1,029				6.0
Kakaako Commerce Center			1			Oahu			204,400				88				-				554				3.2
Waipio Industrial			1			Oahu			158,400				98				-				560				3.3
P&L Building			1			Maui			104,100				90				-				287				1.7
Kailua Industrial/Other			6			Oahu			68,800				96				-				138				0.8
Port Allen			3			Kauai			63,800				84				-				135				0.8
Subtotal – Industrial			13						837,800				94			$	-			$	2,703				15.8
Office:
Kahului Office Building			1			Maui			59,600				82			$	-			$	362				2.1
Kahului Office Center			1			Maui			33,400				91				-				215				1.2
Stangenwald Building			1			Oahu			27,100				84				-				74				0.4
Judd Building			1			Oahu			20,200				71				-				36				0.2
Gateway at Mililani Mauka South			1			Oahu			18,700				100				-				200				1.2
Maui Clinic Building			1			Maui			16,600				53				-				46				0.3
Lono Center			1			Maui			13,700				92				-				85				0.5
Subtotal – Office			7						189,300				83			$	-			$	1,018				5.9

 

Table 7 continued on the next page

 

 

Table 7

Property Detail - Hawaii (Continued from previous page)

 

Property		Number of properties at 06/30/15		Island		Gross leasable area at 06/30/15 (sq. ft.)				Leased1 (percent)				Outstanding debt ($ in 000s)				2Q2015 NOI2 ($ in 000s)				2Q2015 % NOI to total Hawaii portfolio
Ground Leases
Kailua3		20 acres		Oahu			-							$	-			$	1,610				9.4
Other Oahu		23 acres		Oahu			-								-				1,202				7.0
Neighbor Island		2,808 acres	6	Kauai, Maui, Hawaii			-								-				795				4.6
Subtotal - Ground Leases		2,851 acres					-							$	-			$	3,607				21.1
Total Hawaii		48					2,697,700				93			$	142,556			$	17,112				100.0

 

1

Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.

2

See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.

3

On May 1, 2015, the Company acquired the ground leasee’s interest in Aikahi Park Shopping Center in Kailua. NOI prior to the close date is included in Kailua Ground Leases and NOI after the close date is included in Kailua Retail.

4

Kaneohe Bay Shopping Center is a leasehold property.

5

Includes ground leased income.

6

Includes 64 of ground leased urban acres.

 

Note: For portfolio asset class and geographic occupancy see Table 9 on page 6. Gross leasable area is periodically adjusted based on remeasurement or reconfiguration of space.

 

 

Table 8

Property Detail - Mainland

 

Property		Number of properties at 06/30/15		Location		Gross leasable area at 06/30/15 (sq. ft.)				Leased1 (percent)				Outstanding debt ($ in 000s)				2Q2015 NOI2 ($ in 000s)				2Q2015 % NOI to total Mainland portfolio
Retail:
Little Cottonwood Center		1		Sandy, UT			141,500				93			$	-			$	364				8.5
Royal MacArthur Center		1		Dallas, TX			44,800				96				-				304				7.1
Subtotal – Retail		2					186,300				94			$	-			$	668				15.6
Industrial:
Midstate Hayes		1		Visalia, CA			790,200				100			$	8,256			$	728				17.0
Sparks Business Center		1		Sparks, NV			396,100				96				-				427				10.0
Subtotal – Industrial		2					1,186,300				99			$	8,256			$	1,155				27.0
Office:
1800 and 1820 Preston Park		1		Plano, TX			198,800				92			$	-			$	473				11.0
Ninigret Office Park		1		Salt Lake City, UT			185,500				100				-				529				12.4
2868 Prospect Park		1		Sacramento, CA			163,300				100				-				545				12.7
Concorde Commerce Center		1		Phoenix, AZ			138,700				92				-				303				7.1
Deer Valley Financial Center		1		Phoenix, AZ			126,600				75				-				116				2.7
Union Bank		1		Everett, WA			84,000				100				-				350				8.2
Gateway Oaks		1		Sacramento, CA			59,700				92				-				141				3.3
Subtotal – Office		7					956,600				92			$	-			$	2,457				57.4
Total Mainland		11					2,329,200				95			$	8,256			$	4,280				100.0

 

1

Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.

2

See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.

 

Note: For portfolio asset class and geographic occupancy see Table 9 on page 6. Gross leasable area is periodically adjusted based on remeasurement or reconfiguration of space.

 

 

Table 9

Comparable % Occupancy Data by Geographic Region and Asset Class

 

		2Q 2015																2Q 2014																Percentage point change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved			94				94				83				93				93				98				81				93				1				(4	)			2				-
Mainland improved			94				99				92				95				91				97				90				93				3				2				2				2
Total			94				97				91				94				92				98				88				93				2				(1	)			3				1

 

Table 10

Weighted Average Gross Leasable Area by Geographic Region and Asset Class

 

		2Q 2015 (in sq. ft.)																2Q 2014 (in sq. ft.)																Percentage Change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved			1,670,600				837,800				189,300				2,697,700				1,553,400				633,400				189,000				2,375,800				7.5				32.3				0.2				13.5
Mainland improved			186,300				1,186,300				956,600				2,329,200				232,800				1,186,300				1,127,100				2,546,200				(20.0	)			-				(15.1	)			(8.5	)
Total			1,856,900				2,024,100				1,145,900				5,026,900				1,786,200				1,819,700				1,316,100				4,922,000				4.0				11.2				(12.9	)			2.1

 

Table 11

Occupancy Trend Analysis – Last Five Quarters¹

 

		2Q2015												1Q2015												4Q2014												3Q2014												2Q2014
		Number of properties				Weighted average sq. ft.				Percent Leased				Number of properties				Weighted average sq. ft.				Percent Leased				Number of properties				Weighted average sq. ft.				Percent Leased				Number of properties				Weighted average sq. ft.				Percent Leased				Number of properties				Weighted average sq. ft.				Percent Leased
Retail			30				1,856,900				94				29				1,773,900				94				30				1,786,200				93				30				1,786,200				92				30				1,786,200				92
Industrial			15				2,024,100				97				15				2,024,100				98				15				1,887,900				99				14				1,819,700				99				14				1,819,700				98
Office			14				1,145,900				91				15				1,317,800				88				15				1,316,100				88				15				1,316,100				88				15				1,316,100				88
Total			59				5,026,900				94				59				5,115,800				94				60				4,990,200				94				59				4,922,000				94				59				4,922,000				93

 

1

Number of properties is as of quarter end.

 

Note: Gross leasable area is periodically adjusted based on remeasurement of reconfiguration of space.

 

 

Table 12

Real Estate Leasing Net Operating Income (NOI)

(in millions)

 

		2Q 2015																2Q 2014																Percentage Change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved		$	9.7			$	2.7			$	1.0			$	13.4			$	8.8			$	2.1			$	0.9			$	11.8				10.2				28.6				11.1				13.6
Hawaii unimproved			-				-				-				3.6				-				-				-				3.1				-				-				-				16.1
Total Hawaii		$	9.7			$	2.7			$	1.0			$	17.0			$	8.8			$	2.1			$	0.9			$	14.9				10.2				28.6				11.1				14.1
Mainland improved			0.7				1.2				2.5				4.4				0.7				1.2				2.8				4.7				-				-				(10.7	)			(6.4	)
Total		$	10.4			$	3.9			$	3.5			$	21.4			$	9.5			$	3.3			$	3.7			$	19.6				9.5				18.2				(5.4	)			9.2

 

Table 13

Real Estate Leasing Same Store NOI¹

(in millions)

 

Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved		$	9.5			$	2.1			$	1.0			$	12.6			$	8.6			$	2.1			$	0.9			$	11.6				10.5				-				11.1				8.6
Hawaii unimproved			-				-				-				3.6				-				-				-				3.1				-				-				-				16.1
Total Hawaii		$	9.5			$	2.1			$	1.0			$	16.2			$	8.6			$	2.1			$	0.9			$	14.7				10.5				-				11.1				10.2
Mainland improved			0.7				1.2				2.4				4.3				0.6				1.1				2.6				4.3				16.7				9.1				(7.7	)			-
Total		$	10.2			$	3.3			$	3.4			$	20.5			$	9.2			$	3.2			$	3.5			$	19.0				10.9				3.1				(2.9	)			7.9

 

1

Same Store NOI relates to properties that were operated throughout the duration of both periods under comparison.

 

Note: See page 8 for a statement on the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to Real Estate Leasing NOI and Real Estate Leasing same store NOI.

 

 

Statement on Management’s Use of Non-GAAP Financial Measures

 

 

Net operating income (NOI) is a non-GAAP measure derived from real estate revenues (determined in accordance with GAAP, less straight-line rental adjustments) minus property operating expenses (determined in accordance with GAAP). NOI does not have any standardized meaning prescribed by GAAP, and therefore, may differ from definitions of NOI used by other companies. NOI should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s financial performance, or as an alternative to cash flow from operating activities as a measure of the Company’s liquidity. NOI is commonly used as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. NOI excludes general and administrative expenses, straight-line rental adjustments, interest income, interest expense, depreciation and amortization, and gains on sales of interests in real estate. The Company believes that the Real Estate Leasing segment’s operating profit after discontinued operations is the most directly comparable GAAP measurement to NOI. A reconciliation of Real Estate Leasing operating profit to Real Estate Leasing segment NOI and same store NOI is as follows:

 

Table 14

Reconciliation of Real Estate Operating Profit to NOI and Same Store NOI (Non-GAAP)

(in millions)

 

		2Q 2015				2Q 2014
Real Estate Leasing segment operating profit before discontinued operations		$	13.9			$	12.0
Less amounts reported in discontinued operations			-				-
Real Estate Leasing segment operating profit after subtracting discontinued operations		$	13.9			$	12.0
Adjustments:
Depreciation and amortization		$	7.2			$	7.1
Straight-line lease adjustments			(0.7	)			(0.6	)
General and administrative expenses			0.7				1.1
Other			0.3				-
Real Estate Leasing segment NOI		$	21.4			$	19.6
Acquisitions/ disposition and other adjustments			(0.9	)			(0.6	)
Real Estate Leasing segment same store NOI1		$	20.5			$	19.0

 

1

NOI related to properties that were operated throughout the duration of both periods under comparison.

 

 

Portfolio Acquisitions and Dispositions

 

 

Table 15

2015 Property Portfolio Acquisitions/Dispositions

 

Property acquired in 2015

Acquisition date (month/year)

Acquisition price (in millions)

Gross leasable area (sq. ft.)

Leased percentage at acquisition

Aikahi Park Shopping Center - Improved Property

5/15

$

2

98,011

86

 

Property disposed in 2015		Disposition date (month/year)		Disposition price (in millions)				Gross leasable area (sq. ft.)				Leased percentage at disposition
San Pedro Plaza		5/15		$	17				171,900				69
Wilshire Shopping Center		3/15		$	4				46,500				72
Total				$	21			$	218,400

 

2014 Property Portfolio Acquisitions/Dispositions

 

Property acquired in 2014

Acquisition date (month/year)

Acquisition price (in millions)

Gross leasable area (sq. ft.)

Leased percentage at acquisition

Kakaako Commerce Center

12/14

$

39

204,400

90

 

Property disposed in 2014

Disposition date (month/year)

Disposition price (in millions)

Gross leasable area (sq. ft.)

Leased percentage at disposition

Maui Mall

1/14

$

64

185,700

97

 

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