Form 8-K Alexander & Baldwin, For: Mar 02

 

  

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):  March 2, 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.):

 

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

 

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

 

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

 

o	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 March 2, 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 December 31, 2014 and 2013. 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 December 31, 2014 and 2013.

 

 

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:  March 2, 2015
	ALEXANDER & BALDWIN, INC.
	/s/ Paul K. Ito
	Paul K. Ito
	Senior Vice President, Chief Financial Officer,
	Treasurer and Controller

 

 

Exhibit 99.1

 

 

 

AS OF AND FOR THE QUARTERS ENDED DECEMBER 31, 2014 AND 2013

(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 fourth quarter Supplement updates the following tables in the Company’s Real Estate Supplement as of and for the years ended December 31, 2013 and 2012:

 

Table 7:	Property Detail – Hawaii
Table 8:	Property Detail – Mainland Improved
Table 9:	Comparable % Occupancy Data by Geographic Region and Asset Class
Table 10:	Weighted Average Gross Leasable Area by Geographic Region and Asset Class
Table 11:	Occupancy Analysis Trend – Last Five Quarters
Table 12:	Real Estate Leasing NOI
Table 13:	Real Estate Leasing Same Store NOI
Table 14:	Reconciliation of Real Estate Leasing Operating Profit to NOI and Same Store NOI (Non-GAAP)
Table 15:	Improved Property Portfolio Acquisitions/Dispositions

  

Table numbers used in this Update correspond with table numbers used in the full-year Supplement.

 

The information contained in this Supplement Update is unaudited and should be read in conjunction with the Company’s Real Estate Supplement as of and for the years ended December 31, 2013 and 2012, its 2013 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 from the investing audience 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)

AS OF AND FOR THE QUARTERS ENDED DECEMBER 31, 2014 AND 2013

  

Forward-Looking Statements	2
Basis of Presentation	2
Commercial Portfolio Acquisitions and Dispositions	3
Real Estate Leasing Segment – Asset Descriptions and Statistics	4
Property Detail – Hawaii (Table 7)	4
Property Detail – Mainland (Table 8)	6
Comparable % Occupancy Data by Geographic Region and Asset Class (Table 9)	7
Weighted Average Gross Leasable Area by Geographic Region and Asset Class (Table 10)	7
Occupancy Trend Analysis – Last Five Quarters (Table 11)	7
Real Estate Leasing Net Operating Income (NOI) (Table 12)	8
Real Estate Leasing Same Store NOI (Table 13)	8
Statement on Management’s Use of Non-GAAP Financial Measures	9
Reconciliation of Real Estate Leasing Operating Profit to NOI and Same Store NOI (Table 14)	9
Portfolio Acquisitions and Dispositions	10
2014 and 2013 Improved Property Portfolio Acquisitions/Dispositions (Table 15)	10

 

 

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 19-32 of Alexander & Baldwin, Inc.’s 2013 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 Real Estate Supplement as of and for the years ended December 31, 2013 and 2012, its 2013 Form 10-K and other filings with the SEC through the date of this Supplement Update.

 

 

Commercial Portfolio Acquisitions and Dispositions

 

In 2013, the Company completed a number of significant commercial property acquisitions and dispositions in connection with the migration of its Mainland portfolio to Hawaii. The largest acquisition, which closed on December 20, 2013, consisted of retail, industrial and ground leased properties primarily located in Kailua, Oahu (Kailua Town Portfolio) for $373 million. For purposes of this Supplement Update, information about the acquired portfolio is reported in five categories:

 

·

Kailua Industrial/Other

·

Kailua Grocery Anchored

·

Kailua Retail Other

·

Kailua ground leases

·

Other Oahu ground leases

 

The acquisition was primarily funded by 1031 proceeds generated by the sale of six Mainland commercial properties, sales proceeds from Maui Mall, other 1031 proceeds, and reverse 1031 proceeds from commercial property and non-core land sales completed subsequent to the Kailua Portfolio acquisition.

 

In addition to the Kailua Town Portfolio acquisition, in 2013 the Company acquired three retail assets in Hawaii, with over 630,000 square feet (primarily on Oahu), for approximately $191 million. The Company also assumed control of The Shops at Kukui'ula, a 78,900 square-foot retail center on Kauai.

 

Due to the significant changes to the Company's commercial portfolio from acquisitions and dispositions, historical leasing NOI may not be indicative of future results.

 

See Table 15 for additional information on the Company’s commercial property acquisitions and dispositions in 2014 and 2013.

 

 

Real Estate Leasing Segment – Asset Descriptions and Statistics

 

TABLE 7

PROPERTY DETAIL - HAWAII 

Property		Number of properties at 12/31/14				Island		Gross leasable area at 12/31/14 (sq. ft.)				Leased1    (percent)				Outstanding debt ($ in 000s)				4Q2014 NOI2 ($ in 000s)				4Q2014 % NOI to total Hawaii portfolio
Retail:
Pearl Highlands Center			1			Oahu			415,400				96			$	93,571			$	2,444				16.6
Kailua Grocery Anchored3			4			Oahu			189,200				95				11,179				1,349				9.1
Waianae Mall			1			Oahu			170,300				89				19,143				635				4.3
Kailua Retail Other3			11			Oahu			127,000				96				-				658				4.4
Kaneohe Bay Shopping Center4			1			Oahu			125,100				99				-				651				4.4
Waipio Shopping Center			1			Oahu			113,800				94				-				760				5.1
Lanihau Marketplace			1			Hawaii			88,300				96				-				362				2.4
The Shops at Kukui'ula			1			Kauai			78,900				89				40,493				490				3.3
Kunia Shopping Center			1			Oahu			60,400				93				-				565				3.8
Lahaina Square			1			Maui			50,200				78				-				140				0.9
Kahului Shopping Center			1			Maui			47,200				99				-				116				0.8
Napili Plaza			1			Maui			45,100				90				-				171				1.2
Port Allen Marina Center			1			Kauai			23,600				76				-				100				0.7
Gateway at Mililani Mauka			1			Oahu			18,900				87				-				215				1.5
Subtotal – Retail			27						1,553,400				94			$	164,386			$	8,656				58.5
Industrial:
Komohana Industrial Park5			1			Oahu			238,300				100			$	-			$	952				6.4
Kakaako Commerce Center6			1			Oahu			204,400				90				-				254				1.7
Waipio Industrial			1			Oahu			158,400				98				-				525				3.5
P&L Building			1			Maui			104,100				100				-				303				2.0
Kailua Industrial/Other3			6			Oahu			68,800				100				-				142				1.0
Port Allen			3			Kauai			63,800				96				-				151				1.1
Subtotal – Industrial			13						837,800				98			$	-			$	2,327				15.7
Office:
Kahului Office Building			1			Maui			59,600				88			$	-			$	314				2.1
Kahului Office Center			1			Maui			33,400				90				-				177				1.2
Stangenwald Building			1			Oahu			27,100				91				-				73				0.5
Judd Building			1			Oahu			20,200				64				-				36				0.2
Gateway at Mililani Mauka South			1			Oahu			18,700				100				-				153				1.0
Maui Clinic Building			1			Maui			16,600				53				-				39				0.3
Lono Center			1			Maui			13,400				84				-				29				0.2
Subtotal – Office			7						189,000				84			$	-			$	821				5.5

Table 7 continued on the next page

 

TABLE 7

PROPERTY DETAIL - HAWAII (CONTINUED FROM PREVIOUS PAGE) 

Property		Number of properties at 12/31/14				Island		Gross leasable area at 12/31/14 (sq. ft.)				Leased1    (percent)				Outstanding debt ($ in 000s)				4Q2014 NOI2 ($ in 000s)				4Q2014 % NOI to total Hawaii portfolio
Ground Leases
Kailua3			28 acres			Oahu			-							$	-			$	1,049				7.1
Other Oahu3			23 acres			Oahu			-								-				1,199				8.1
Neighbor Island			3,003 acres	7		Neighbor Island			-								-				750				5.1
Subtotal - Ground Leases			3,054 acres						-							$	-			$	2,998				20.3
Total Hawaii			47						2,580,200				94			$	164,386			$	14,802				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 9 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

Portfolio was purchased from Kaneohe Ranch/Harold K.L. Castle Foundation on December 20, 2013.

4

Kaneohe Bay Shopping Center is a leasehold property.

5

Includes ground leased income.

6

Acquired in December 2014.

7

Represents 64 of ground leased urban acres and 2,939 of ground leased other acres.

Note:

For portfolio asset class and geographic occupancy see Table 9 on page 7. Gross leasable area is periodically adjusted based on remeasurement or reconfiguration of space.

 

 

Table 8

Property Detail - Mainland

Property		Number of properties at 12/31/14				Location		Gross leasable area at 12/31/14 (sq. ft.)				Leased1     (percent)				Outstanding debt ($ in 000s)				4Q2014 NOI2 ($ in 000s)				4Q2014 % NOI to total Hawaii portfolio
Retail:
Little Cottonwood Center			1			Sandy, UT			141,500				94			$	-			$	348				8.2
Royal MacArthur Center			1			Dallas, TX			44,800				94				-				192				4.5
Wilshire Shopping Center			1			Greeley, CO			46,500				72				-				36				0.8
Subtotal – Retail			3						232,800				90			$	-			$	576				13.5
Industrial:
Midstate Hayes			1			Visalia, CA			790,200				100			$	8,269			$	734				17.3
Sparks Business Center			1			Sparks, NV			396,100				98				-				478				11.2
Subtotal – Industrial			2						1,186,300				99			$	8,269			$	1,212				28.5
Office:
Concorde Commerce Center			1			Phoenix, AZ			138,700				98			$	-			$	458				10.8
Deer Valley Financial Center			1			Phoenix, AZ			126,600				73				-				130				3.1
Gateway Oaks			1			Sacramento, CA			58,700				92				-				96				2.3
Ninigret Office Park			1			Salt Lake City, UT			185,500				93				-				323				7.6
1800 and 1820 Preston Park			1			Plano, TX			198,800				88				-				447				10.5
2868 Prospect Park			1			Sacramento, CA			162,900				100				-				461				10.9
San Pedro Plaza			1			San Antonio, TX			171,900				70				-				200				4.7
Union Bank			1			Everett, WA			84,000				100				-				345				8.1
Subtotal – Office			8						1,127,100				89			$	-			$	2,460				58.0
Total Mainland			13						2,546,200				94			$	8,269			$	4,248				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 9 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 7. Gross leasable area is periodically adjusted based on remeasurement or reconfiguration of space.

 

 

Table 9

Comparable % Occupancy Data by Geographic Region and Asset Class

		4Q 2014																4Q 2013																Percentage point change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved			94				98				84				94				93				97				84				94				1				1				-				-
Mainland improved			90				99				89				94				88				100				86				95				2				(1	)			3				(1	)
Total			93				99				88				94				92				99				86				95				1				-				2				(1	)

 

Table 10

Weighted Average Gross Leasable Area by Geographic Region and Asset Class¹

		4Q 2014 (in sq. ft.)																4Q 2013 (in sq. ft.)																Percentage Change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved			1,553,400				701,600				189,000				2,444,000				1,525,600				587,600				187,400				2,300,600				1.8				19.4				0.9				6.2
Mainland improved			232,800				1,186,300				1,127,100				2,546,200				556,300				2,921,500				1,127,100				4,604,900				(58.2	)			(59.4	)			-				(44.7	)
Total			1,786,200				1,887,900				1,316,100				4,990,200				2,081,900				3,509,100				1,314,500				6,905,500				(14.2	)			(46.2	)			0.1				(27.7	)

 

Table 11

Occupancy Trend Analysis – Last Five Quarters² 

		4Q2014												3Q2014												2Q2014												1Q2014												4Q2013
		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				1,786,200				93				30				1,786,200				92				30				1,786,200				92				30				1,786,200				93				31				2,081,900				92
Industrial			15				1,887,900				99				14				1,819,700				99				14				1,819,700				98				14				1,819,700				100				14				3,509,100				99
Office			15				1,316,100				88				15				1,316,100				88				15				1,316,100				88				15				1,316,100				86				15				1,314,500				86
Total			60				4,990,200				94				59				4,922,000				94				59				4,922,000				93				59				4,922,000				93				60				6,905,500				95

  

1

Weighted average GLA 4Q14 was significantly lower than 4Q13 due to the inclusion in 4Q13 of industrial and retail properties on the Mainland that were sold in December 2013, proceeds of which were used to purchase the Kaneohe Ranch/Harold K.L. Castle Foundation Hawaii portfolio.

2

Number of properties is as of 12/31/14.

 

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

 

 

Table 12

Real Estate Leasing Net Operating Income (NOI)¹

(in millions)

 

		4Q 2014																4Q 2013																Percentage Change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved		$	8.7			$	2.3			$	0.8			$	11.8			$	7.3			$	1.9			$	0.7			$	9.9				19.2				21.1				14.3				19.2
Hawaii unimproved			-				-				-				3.0				-				-				-				1.1				-				-				-				172.7
Total Hawaii		$	8.7			$	2.3			$	0.8			$	14.8			$	7.3			$	1.9			$	0.7			$	11.0				19.2				21.1				14.3				34.5
Mainland improved			0.5				1.2				2.5				4.2				2.0				2.6				2.6				7.2				(75.0	)			(53.8	)			(3.8	)			(41.7	)
Total		$	9.2			$	3.5			$	3.3			$	19.0			$	9.3			$	4.5			$	3.3			$	18.2				(1.1	)			(22.2	)			-				4.4

 

Table 13

Real Estate Leasing Same Store NOI²

(in millions)

 

		4Q 2014																4Q 2013																Percentage Change
Location		Retail				Industrial				Office				Total				Retail				Industrial				Office				Total				Retail				Industrial				Office				Total
Hawaii improved3		$	6.4			$	1.9			$	0.8			$	9.1			$	6.0			$	1.8			$	0.7			$	8.5				6.7				5.6				14.3				7.1
Hawaii unimproved			-				-				-				0.8				-				-				-				0.9				-				-				-				(11.1	)
Total Hawaii		$	6.4			$	1.9			$	0.8			$	9.9			$	6.0			$	1.8			$	0.7			$	9.4				6.7				5.6				14.3				5.3
Mainland improved			0.6				1.2				2.5				4.3				0.7				0.9				2.6				4.2				(14.3	)			33.3				(3.8	)			2.4
Total		$	7.0			$	3.1			$	3.3			$	14.2			$	6.7			$	2.7			$	3.3			$	13.6				4.4				14.8				-				4.4

 

1

NOI for Mainland improved portfolio for the fourth quarter was significantly lower due to the sales of industrial and retail properties on the Mainland in the fourth quarter 2013, proceeds of which were used to purchase the Kaneohe Ranch/Harold K.L. Castle Foundation Hawaii portfolio.

2

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

3

Same Store NOI for Hawaii improved for the fourth quarter 2014 does not include the Kailua Town Portfolio (purchased on December 20, 2013) and includes Maui Mall (sold January 6, 2014).

 

Note: See page 9 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)

 

		4Q 2014				4Q 2013
Real Estate Leasing segment operating profit before discontinued operations		$	11.6			$	10.7
Less amounts reported in discontinued operations			-				(2.8	)
Real Estate Leasing segment operating profit after subtracting discontinued operations		$	11.6			$	7.9
Adjustments:
Depreciation and amortization		$	7.0			$	7.0
Straight-line lease adjustments			(0.9	)			(0.7	)
General and administrative expense			1.3				1.2
Discontinued operations			-				2.8
Real Estate Leasing total NOI		$	19.0			$	18.2
Acquisitions/ disposition and other adjustments			(4.8	)			(4.6	)
Real Estate Leasing segment same store NOI1		$	14.2			$	13.6

 

1

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

 

 

Portfolio Acquisitions and Dispositions

  

Table 15

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

 

2013 Property Portfolio Acquisitions/Dispositions 

Property acquired in 2013		Acquisition date (month/year)		Acquisition price (in millions)				Gross leasable area (sq. ft.)				Leased percentage at acquisition
Waianae Mall		1/13		$	30				170,300				93	1
Napili Plaza		5/13			19				45,100				92
Pearl Highlands Center		9/13			142				415,400				98
The Shops at Kukui'ula2		9/13			-				78,900				82
Kaneohe Ranch/Harold K.L. Castle Foundation Portfolio3		12/13			373				386,200 sf + 51 acres ground leased to third parties and improved with 760,000 sq. ft.				98
Total				$	564				1,095,900

 

Property disposed in 2013		Disposition date (month/year)		Disposition price (in millions)				Gross leasable area (sq. ft.)				Leased percentage at disposition
Northpoint Industrial		1/13		$	15				119,400				100
Centennial Plaza		9/13			15				244,000				100
Issaquah Office Center		9/13			22				146,900				100
Republic Distribution Center		10/13			20				312,500				100
Industrial Portfolio		12/13			165				2,604,400				99
Activity Distribution Center		12/13							252,300				100
Heritage Business Center		12/13							1,316,400				98
Savannah Logistics Park		12/13							1,035,700				100
Retail Portfolio		12/13			101				485,800				88
Broadlands Marketplace		12/13							103,900				90
Meadows on the Parkway		12/13							216,400				82
Rancho Temecula Town Center		12/13							165,500				95
Total				$	338				3,913,000

 

1

79 percent occupied at closing on 1/23/13. Lease signed prior to closing, but effective on 2/1/13, brought occupancy up to 93 percent.

2

In November 2013, A&B refinanced and acquired The Shops at Kukui’ula. The Shops were originally developed in 2009 through a joint venture as part of the amenities for the Kukui’ula resort.

3

Portfolio is reported in five categories: Kailua Industrial/Other, Kailua Grocery Anchored, Kailua Retail Other, Kailua ground leases and Other Oahu ground leases.

 

 

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