0001545654-13-000057.txt : 20131108 0001545654-13-000057.hdr.sgml : 20131108 20131108155715 ACCESSION NUMBER: 0001545654-13-000057 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alexander & Baldwin, Inc. CENTRAL INDEX KEY: 0001545654 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 454849780 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-35492 FILM NUMBER: 131204619 BUSINESS ADDRESS: STREET 1: 822 BISHOP STREET, P.O. BOX 3440 CITY: HONOLULU STATE: HI ZIP: 96801 BUSINESS PHONE: (808) 525-6611 MAIL ADDRESS: STREET 1: 822 BISHOP STREET, P.O. BOX 3440 CITY: HONOLULU STATE: HI ZIP: 96801 FORMER COMPANY: FORMER CONFORMED NAME: A & B II, Inc. DATE OF NAME CHANGE: 20120502 FORMER COMPANY: FORMER CONFORMED NAME: & B II, Inc. DATE OF NAME CHANGE: 20120326 FORMER COMPANY: FORMER CONFORMED NAME: A&B II, Inc. DATE OF NAME CHANGE: 20120326 10-Q 1 alex-930x201310q.htm 10-Q ALEX-9.30-2013 10Q

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________________ to _________________

Commission file number 001-35492

ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii
45-4849780
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
P. O. Box 3440, Honolulu, Hawaii
822 Bishop Street, Honolulu, Hawaii
(Address of principal executive offices)
9680l
96813
(Zip Code)

(808) 525-6611
(Registrant’s telephone number, including area code)

N/A
(Former name, former address, and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

Number of shares of common stock outstanding as of September 30, 2013:     43,105,424
 





PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In millions, except per share amounts) (Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Operating Revenue:
 
 
 
 
 
 
 
Real estate leasing
$
26.2

 
$
23.3

 
$
76.0

 
$
71.1

Real estate development and sales
10.1

 
0.1

 
12.0

 
9.6

Agribusiness
35.9

 
67.9

 
94.1

 
121.4

Total operating revenue
72.2

 
91.3

 
182.1

 
202.1

Operating Costs and Expenses:
 
 
 
 
 
 
 
Cost of real estate leasing
15.4

 
13.8

 
44.7

 
41.5

Cost of real estate development and sales
3.3

 
0.1

 
3.6

 
4.2

Costs of agribusiness revenues
34.4

 
58.6

 
80.1

 
101.5

Selling, general and administrative
9.6

 
6.5

 
24.4

 
21.9

Gain on the sale of agricultural parcel

 
(7.3
)
 

 
(7.3
)
Impairment of real estate assets (Santa Barbara)

 

 

 
5.1

Grace Acquisition costs
2.0

 

 
4.5

 

Separation costs

 
0.7

 

 
6.8

Total operating costs and expenses
64.7

 
72.4

 
157.3

 
173.7

Operating Income
7.5

 
18.9

 
24.8

 
28.4

Other Income and (Expense):
 
 
 
 
 
 
 
Income (loss) related to real estate joint ventures
0.7

 
(1.0
)
 
1.8

 
(3.7
)
Gain on insurance
1.3

 

 
1.3

 

Impairment and equity losses related to joint ventures
(6.6
)
 

 
(6.6
)
 
(4.7
)
Interest income and other
1.2

 

 
1.6

 

Interest expense
(4.2
)
 
(3.6
)
 
(11.7
)
 
(11.7
)
Income (Loss) From Continuing Operations Before Income Taxes
(0.1
)
 
14.3

 
11.2

 
8.3

Income tax expense
0.8

 
1.5

 
5.7

 
0.6

Income (Loss) From Continuing Operations
(0.9
)
 
12.8

 
5.5

 
7.7

Income From Discontinued Operations (net of income taxes)
5.3

 
0.6

 
8.9

 
4.1

Net Income
$
4.4

 
$
13.4

 
$
14.4

 
$
11.8

Basic Earnings (Loss) Per Share:
 
 
 
 
 
 
 
Continuing operations
$
(0.02
)
 
$
0.30

 
$
0.13

 
$
0.18

Discontinued operations
0.12

 
0.01

 
0.20

 
0.10

Net income
$
0.10

 
$
0.31

 
$
0.33

 
$
0.28

Diluted Earnings (Loss) Per Share:
 
 
 
 
 
 
 
Continuing operations
$
(0.02
)
 
$
0.30

 
$
0.13

 
$
0.18

Discontinued operations
0.12

 
0.01

 
0.20

 
0.10

Net income
$
0.10

 
$
0.31

 
$
0.33

 
$
0.28

Weighted Average Number of Shares Outstanding:
 
 
 
 
 
 
 
Basic
43.1

 
42.6

 
43.1

 
42.5

Diluted
43.8

 
43.3

 
43.7

 
42.7

See Notes to Condensed Consolidated Financial Statements.

1



ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In millions) (Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Net Income
$
4.4

 
$
13.4

 
$
14.4

 
$
11.8

Other Comprehensive Income:
 
 
 
 
 
 
 
Defined benefit pension plans:
 
 
 
 
 
 
 
Net loss and prior service cost

 

 
(2.0
)
 
(1.9
)
Amortization of prior service credit included in net periodic pension cost
(0.4
)
 
(0.1
)
 
(1.0
)
 
(0.5
)
Amortization of net loss included in net periodic pension cost
1.9

 
1.8

 
5.8

 
5.7

Income taxes
(0.6
)
 
(0.7
)
 
(1.1
)
 
(1.6
)
Other Comprehensive Income
0.9

 
1.0

 
1.7

 
1.7

Comprehensive Income
$
5.3

 
$
14.4

 
$
16.1

 
$
13.5


See Notes to Condensed Consolidated Financial Statements.

2



ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions) (Unaudited)
 
September 30,
2013
 
December 31, 2012
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
4.1

 
$
1.1

Accounts and other notes receivable, net
42.2

 
8.2

Inventories
52.0

 
23.5

Real estate held for sale
26.9

 
11.5

Deferred income taxes
7.8

 
7.8

Income tax receivable
9.4


4.4

Prepaid expenses and other assets
7.3

 
6.9

Total current assets
149.7

 
63.4

Investments in Affiliates
327.2

 
319.9

Real Estate Developments
246.5

 
144.0

Property – net
1,009.3

 
838.7

Goodwill
9.2

 

Other Assets
103.3

 
71.3

Total assets
$
1,845.2

 
$
1,437.3

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Notes payable and current portion of long-term debt
$
26.9

 
$
15.5

Accounts payable
22.9

 
26.2

Accrued interest
2.3

 
5.2

Due to former affiliate
10.0

 

Accrued and other liabilities
25.4

 
22.7

Total current liabilities
87.5

 
69.6

Long-term Liabilities:
 
 
 
Long-term debt
587.3

 
220.0

Deferred income taxes
149.3

 
152.9

Accrued pension and postretirement benefits
59.5

 
58.9

Other non-current liabilities
27.2

 
21.5

Total long-term liabilities
823.3

 
453.3

Commitments and Contingencies (Note 3)

 

Equity:
 
 
 
Common stock
943.9

 
939.8

Accumulated other comprehensive loss
(45.5
)
 
(47.2
)
     Retained earnings
36.0

 
21.8

Total equity
934.4

 
914.4

Total liabilities and equity
$
1,845.2

 
$
1,437.3


See Notes to Condensed Consolidated Financial Statements.

3



ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions) (Unaudited)

 
Nine Months Ended
 
September 30,
 
2013
 
2012
Cash Flows used in Operating Activities:
(109.4
)
 
(12.8
)
Cash Flows used in Investing Activities:
 
 
 
Capital expenditures for properties and developments
(102.9
)
 
(34.4
)
Proceeds from disposal of income-producing properties and other assets
2.3

 
0.8

Payments for purchases of investments in affiliates
(35.9
)
 
(8.0
)
Proceeds from investments in affiliates
3.3

 
1.8

Cash acquired through consolidation of The Shops at Kukui'ula
0.3



Net cash used in investing activities
(132.9
)
 
(39.8
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from issuances of long-term debt
428.0

 
122.0

Payments of long-term debt and deferred financing costs
(196.8
)
 
(231.1
)
Proceeds (payments) from line-of-credit agreements, net
13.5

 
(3.5
)
Contributions from Alexander & Baldwin Holdings, Inc., net

 
146.0

Proceeds from stock option exercises, including excess tax benefit and tax withholding
0.6

 
11.6

  Net cash provided by financing activities
245.3

 
45.0

Cash and Cash Equivalents:
 
 
 
  Net increase (decrease) for the period
3.0

 
(7.6
)
  Balance, beginning of period
1.1

 
11.7

  Balance, end of period
$
4.1

 
$
4.1

 
 
 
 
Other Cash Flow Information:
 
 
 
Interest paid
$
(14.1
)
 
$
(11.9
)
Income taxes paid
$
(10.0
)
 
$
(6.3
)
Other Non-cash Information:
 
 
 
Tax-deferred property sales
$
17.5

 
$
17.2

Tax-deferred property purchases
$
(25.3
)
 
$
(9.4
)
Transfer of real estate development assets to Waihonua joint venture investment
$

 
$
24.2

Note payable assumed in connection with acquisition of Waianae Mall
$
20.6

 
$

Note payable assumed in connection with acquisition of Pearl Highlands Center
$
62.3

 
$

Notes payable assumed in connection with the consolidation of The Shops at Kukui'ula
$
51.2

 
$

Note receivable received in connection with the sale of Issaquah Office Center
$
13.0

 
$

Property (net) acquired in connection with the consolidation of The Shops at Kukui'ula
$
39.0

 
$

Capital expenditures included in accounts payable and accrued expenses
$
7.7

 
$
5.6


See Notes to Condensed Consolidated Financial Statements.

4



Alexander & Baldwin, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1)
Description of Business.  A&B is headquartered in Honolulu and conducts business in three operating segments in two industries—Real Estate and Agribusiness. On October 1, 2013, A&B acquired GPC Holdings, Inc. ("Grace"), which will be reported as a separate operating segment.

Real Estate:  Real Estate consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B.

Agribusiness:  Agribusiness, which contains one segment, produces bulk raw sugar, specialty food-grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; charters the MV Moku Pahu during the sugar off-season; and generates and sells electricity, to the extent not used in the Company’s Agribusiness operations.

Natural Materials and Construction: On October 1, 2013, the Company consummated its previously announced acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. Grace mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic- related services.



(2)
Basis of Presentation.  Prior to June 29, 2012, A&B’s businesses included Matson Navigation Company Inc., a wholly owned subsidiary that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of a newly created entity, Alexander & Baldwin Holdings, Inc. (“Holdings”). On June 29, 2012, Holdings distributed to its shareholders all of the common stock of A&B stock in a tax-free distribution (the “Separation”). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

The financial statements and related financial information pertaining to the period preceding the Separation have been presented on a combined basis and reflect the financial position, results of operations and cash flows of the real estate and agriculture businesses and corporate functions of Alexander & Baldwin, Inc., all of which were under common ownership and common management prior to the Separation. The financial statements and related financial information pertaining to the period subsequent to the Separation have been presented on a consolidated basis. The financial statements for periods prior to the Separation included herein may not necessarily reflect what A&B’s results of operations, financial position and cash flows would have been had A&B been a stand-alone company during the periods presented.

The condensed consolidated financial statements are unaudited. Because of the nature of the Company’s operations, the results for interim periods are not necessarily indicative of results to be expected for the year. While these condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2012 and

5



the notes thereto included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2012, and other subsequent filings with the SEC.

Reclassifications: Certain amounts reflected in the condensed consolidated balance sheets as of December 31, 2012 have been reclassified to conform to the presentation as of September 30, 2013.

Rounding: Amounts in the consolidated financial statement and Notes are rounded to the nearest tenth of a million, but per-share calculations and percentages were determined based on amounts before rounding. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different.

(3)
Commitments, Guarantees and Contingencies:  Commitments and financial arrangements not recorded on the Company's condensed consolidated balance sheet, excluding lease commitments that are disclosed in Note 8 of the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2012, included the following (in millions):

Standby letters of credit related to real estate projects
$
10.8

Performance bonds related to real estate construction
$
21.7


On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of A&B and a 50 percent member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a 78,900 square foot commercial retail center on the South shore of Kauai.

Under the Agreement KDC assumed control of Village, which includes full financial and operational responsibility. Accordingly, A&B consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres of land owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The Real Estate Loan currently bears interest at the greater of (i) LIBOR plus 4.0 percent or (ii) 4.5 percent. The second loan, totaling $9.4 million (the "Term Loan"), is secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent.

The Real Estate Loan and Term Loan were scheduled to mature on September 28, 2013. On September 25, 2013, Village entered into an agreement to extend the maturities of the loans to November 5, 2013, in order to finalize refinancing negotiations with the lender. In connection with the loan extensions, Village made a $5 million principal payment on the Real Estate Loan. On November 5, 2013, the Company refinanced the loans with a new three-year term loan, the terms which are described in Note 15.

Prior to the consolidation of the assets and liabilities of Village, the carrying value of the Company's investment in Village was approximately $6.3 million. In connection with the consolidation of Village, the Company wrote down its $6.3 million investment in the joint venture.


6



Fair value of assets acquired and liabilities assumed
Assets acquired:
 
Cash
$
0.3

Other current assets
0.4

Property, plant and equipment
39.0

Intangible assets
4.0

 
 
Total assets acquired
43.7

 
 
Liabilities assumed:
 
Intangible liabilities
1.0

Liabilities assumed
51.9

 
 
Total liabilities assumed
52.9

 
 
Excess of liabilities assumed over assets acquired (recorded as goodwill)
$
9.2

 
The above allocation is preliminary and is based on estimated fair value estimates that may change once all information necessary to make a final fair value assessment is received. The Shops at Kukui'ula will be added to the Company's commercial portfolio, and accordingly, goodwill will be allocated to the Real Estate Leasing reportable operating segment.

Indemnity Agreements:  For certain real estate joint ventures, the Company may be obligated under bond indemnities to complete construction of the real estate development if the joint venture does not perform. These indemnities are designed to protect the surety in exchange for the issuance of surety bonds that cover construction activities, such as project amenities, roads, utilities, and other infrastructure, at its joint ventures. Under the indemnities, the Company and its joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date. The recorded amounts of the indemnity liabilities were not material.
 
Other Obligations:  Certain of the real estate businesses in which the Company holds a non-controlling interest have long-term debt obligations. One of the Company’s joint ventures has a $10 million loan that matures in August 2015. As a condition to providing the loan to the joint venture, the lender required that the Company and its joint venture partner guarantee certain obligations of the joint venture under a maintenance agreement. The maintenance agreement specifies that the Company and its joint venture partner make payments to the lender to the extent that the loan-to-value measure or debt service ratio of the property held by the joint venture is below pre-determined thresholds. The Company has determined that the fair value of its obligation under this maintenance agreement is not material, and as of September 30, 2013, the Company had not paid or accrued any amounts under the guaranty.
 
Other than obligations described above, obligations of the Company’s joint ventures do not have recourse to the Company and the Company’s “at-risk” amounts are limited to its investment.
 
Legal Proceedings and Other Contingencies: A&B owns 16,000 acres of watershed lands in East Maui that supply a significant portion of the irrigation water used by Hawaiian Commercial & Sugar Company (“HC&S”), a division of A&B that produces raw sugar. A&B also held four water licenses to another 30,000 acres owned by the State of Hawaii in East Maui which, over the last ten years, have supplied approximately 58 percent of the irrigation water used by HC&S. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the “BLNR”) to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has renewed the existing permits on a holdover basis. If the Company is not permitted to utilize sufficient quantities of stream

7



waters from State lands in East Maui, it could have a material adverse effect on the Company’s sugar-growing operations.
 
In addition, on May 24, 2001, petitions were filed by a third party, requesting that the Commission on Water Resource Management of the State of Hawaii (“Water Commission”) establish interim instream flow standards (“IIFS”) in 27 East Maui streams that feed the Company’s irrigation system. On September 25, 2008, the Water Commission took action on eight of the petitions, resulting in some quantity of water being returned to the streams rather than being utilized for irrigation purposes. In May 2010, the Water Commission took action on the remaining 19 petitions resulting in additional water being returned to the streams. A petition requesting a contested case hearing to challenge the Water Commission’s decisions was filed with the Commission by the opposing third party. On October 18, 2010, the Water Commission denied the petitioner’s request for a contested case hearing. On November 17, 2010, the petitioner filed an appeal of the Water Commission’s denial to the Hawaii Intermediate Court of Appeals. On August 31, 2011, the Intermediate Court of Appeals dismissed the petitioner’s appeal. On November 29, 2011, the petitioner appealed the Intermediate Court of Appeals’ dismissal to the Hawaii Supreme Court. On January 11, 2012, the Hawaii Supreme Court vacated the Intermediate Court of Appeals’ dismissal of the petitioner’s appeal and remanded the appeal back to the Intermediate Court of Appeals. On November 30, 2012, the Intermediate Court of Appeals remanded the case back to the Water Commission, ordering the Commission to grant the petitioner’s request for a contested case hearing.
 
On June 25, 2004, two organizations filed a petition with the Water Commission to establish IIFS for four streams in West Maui to increase the amount of water to be returned to these streams. The West Maui irrigation system provided approximately 15 percent of the irrigation water used by HC&S over the last ten years. The Water Commission issued a decision in June 2010, which required the return of water in two of the four streams. In July 2010, the two organizations appealed the Water Commission’s decision to the Hawaii Intermediate Court of Appeals. On June 23, 2011, the case was transferred to the Hawaii Supreme Court.  On August 15, 2012, the Hawaii Supreme Court overturned the Water Commission's decision and remanded the case to the Water Commission for further consideration in connection with the establishment of the IIFS.
 
The loss of East Maui and West Maui water as a result of the Water Commission’s decisions imposes challenges to the Company’s sugar growing operations. While the resulting water loss does not immediately threaten near-term sugar production, it will result in a future suppression of sugar yields and will have an impact on the Company that will only be quantifiable over time. Accordingly, the Company is unable to predict, at this time, the outcome or financial impact of the water proceedings.
 
In March 2011, the Environmental Protection Agency (“EPA”) published nationwide standards for controlling hazardous air pollutant emissions from industrial, commercial, institutional boilers and process heaters (the “Boiler MACT” rule), which would apply to Hawaiian Commercial & Sugar Company’s three boilers at the Puunene Sugar Mill. The EPA subsequently reconsidered the March 2011 rule, and on December 21, 2012, EPA announced that it had finalized a revised Boiler MACT rule; the final rule was published in the Federal Register on January 31, 2013. The effective date of the rule was April 1, 2013, with compliance required by January 31, 2016.
 
The Company is currently evaluating the final rule and assessing its compliance options.  Based on our review, the EPA has made significant revisions from the March 2011 final rule addressing industry concerns. The Company, along with the Florida Sugar Industry, has submitted a petition for reconsideration of certain issues in the final Boiler MACT rule. The EPA has indicated that it will be granting petitions for reconsideration of certain issues, including correcting an error that led to a final limit on carbon monoxide emissions from sugar mill boilers that was lower than it should have been.
 
The Puunene Mill boilers are capable of meeting most of the emissions limits specified in the final rule and the Company does not expect to incur material costs associated with upgrades to the existing particulate matter controls. While initial testing indicates that the boilers are able to meet new limits on carbon monoxide emissions during bagasse firing, it is not yet clear whether this limit can be met on a consistent basis. This is largely due to the highly variable nature of bagasse fuel. As a result, at a minimum, improvements to combustion controls and monitoring will be required on all three boilers. 
 
The Company has begun the process of assessing current carbon monoxide emissions during bagasse firing, and will need to complete an engineering evaluation in order to develop a plan for compliance with the new rule.  The compliance deadline for this rule will be three years from the date of publication of the final rule in the Federal Register (i.e., January 31, 2016), with the option for states to grant a one-year extension.  A preliminary estimate of

8



anticipated compliance costs is less than $5 million based on currently available information. This estimate will be refined as the engineering evaluation proceeds.
 
In June 2011, the Equal Employment Opportunity Commission (“EEOC”) served McBryde Resources, Inc., formerly known as Kauai Coffee Company, Inc. (“McBryde Resources”) with a lawsuit, which alleged that McBryde Resources and five other farms were complicit in illegal acts by Global Horizons Inc., a company that had hired Thai workers for the farms. The lawsuit was filed in the U.S. District Court for the District of Hawaii. In July 2011, the EEOC amended the lawsuit to name Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), a wholly owned subsidiary of the Company, as a defendant. After motions to dismiss the complaint, and amended complaints, certain claims against the defendants remain and McBryde Resources and Alexander & Baldwin, LLC are defending the lawsuit. Discovery is pending while the parties discuss possible settlement of this matter. The Company is unable to predict, at this time, the outcome or financial impact, if any, of the lawsuit.
 
A&B is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B’s condensed consolidated financial statements as a whole.

(4)
Earnings Per Share (“EPS”). The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using the number of shares of A&B common stock outstanding on July 2, 2012, the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. Additionally, for all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.

Earnings Per Share (“EPS”): The number of shares used to compute basic and diluted earnings per share is as follows (in millions):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Denominator for basic EPS – weighted average shares
43.1
 
42.6
 
43.1
 
42.5
Effect of dilutive securities:
 
 
 
 
 
 
 
Employee/director stock options and restricted stock units
0.7
 
0.7
 
0.6
 
0.2
Denominator for diluted EPS – weighted average shares
43.8
 
43.3
 
43.7
 
42.7

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options, time-based restricted stock units and performance share units. The vesting of performance share units is contingent upon the achievement of relative total shareholder return metrics. Prior to vesting, if all necessary conditions would have been satisfied by the end of the reporting period (as if the end of the reporting period were deemed to be the end of the performance measurement period), the dilutive effect of the performance share units, if any, is included in the computation of diluted EPS using the treasury stock method.

During the three and nine month period ended September 30, 2013 and 2012, there were no anti-dilutive securities outstanding.

(5)
Fair Value of Financial Instruments.  The fair values of receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The Company’s cash and cash equivalents, consisting principally of cash on deposit, may from time to time include short-term money markets funds. The fair values of these money market funds, based on market prices (level 2), approximate their carrying values due to their short-maturities. The carrying amount and fair value of the Company’s long-term debt at September 30, 2013 was $587.3 million and $606.2 million, respectively, and $220.0 million and $249.0 million at December 31, 2012, respectively. The fair value of long-term debt is calculated by discounting the future cash flows of the debt at rates based on

9



instruments with similar risk, terms and maturities as compared to the Company’s existing debt arrangements (level 2).

(6)
Inventories.  Sugar inventories are stated at the lower of cost (first-in, first-out basis) or market value. Materials and supplies inventory are stated at the lower of cost (principally average cost) or market value.

Inventories at September 30, 2013 and December 31, 2012 were as follows (in millions):

 
September 30, 2013
 
December 31, 2012
Sugar inventories
$
38.6

 
$
3.9

Materials and supplies inventories
13.4

 
19.6

Total
$
52.0

 
$
23.5




(7)
Share-Based Compensation.  Under the 2012 Plan, 4.3 million shares of common stock were initially reserved for issuance, and as of September 30, 2013, 1,488,130 shares of the Company’s common stock remained available for future issuance. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company’s authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or in private transactions.

Activity in the Company’s stock option plans in 2013 was as follows (in thousands, except weighted average exercise price and weighted average contractual life):
 
2012
Plan
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Life
 
Aggregate
Intrinsic
Value
Outstanding, January 1, 2013
1,722.7

 
$19.41
 
 
 
 
Exercised
(106.3
)
 
$20.00
 
 
 
 
Forfeited and expired
(1.2
)
 
$19.80
 
 
 
 
Outstanding, September 30, 2013
1,615.2

 
$19.37
 
5.1
 
$26,304
Exercisable, September 30, 2013
1,419.3

 
$19.11
 
4.7
 
$23,481

The following table summarizes non-vested restricted stock unit activity through September 30, 2013 (in thousands, except weighted average grant-date fair value amounts):

 
2012
Plan
Restricted
Stock
Units
 
Weighted
Average
Grant-Date
Fair Value
Outstanding, January 1, 2013
330.0

 
$20.43
Granted
121.1

 
$34.12
Vested
(156.5
)
 
$18.57
Canceled
(48.1
)
 
$22.44
Outstanding, September 30, 2013
246.5

 
$27.94

A portion of the restricted stock unit awards are time-based awards that vest ratably over three years. The remaining portion of the awards represents market-based awards that cliff vest after two years, provided that the total shareholder return of the Company’s common stock over the two year measurement period meets or exceeds pre-defined levels of relative total shareholder returns of the Standard & Poor’s MidCap 400 index.
 
A summary of compensation cost related to share-based payments is as follows (in millions):

10




 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Share-based expense (net of estimated forfeitures):
 
 
 
 
 
 
 
Stock options
$
0.3

 
$
0.4

 
$
1.0

 
$
1.8

Restricted stock units
0.8

 
0.4

 
2.2

 
2.4

Total share-based expense
1.1

 
0.8

 
3.2

 
4.2

Total recognized tax benefit
(0.3
)
 
(0.3
)
 
(1.0
)
 
(1.4
)
Share-based expense (net of tax)
$
0.8

 
$
0.5

 
$
2.2

 
$
2.8


(8)
Discontinued Operations.  The revenues and expenses related to the sales of Northpoint Industrial, an industrial property in California, Centennial Plaza, an industrial property in Utah, and Issaquah Office Center, an office building in Washington, have been classified as discontinued operations. Additionally, the revenues and expenses related to Republic Distribution Center, an industrial property in Texas sold on October 4, 2013, was classified as discontinued operations as of September 30, 2013. In 2012, the revenues and expenses of two leased fee properties on Maui and Firestone Boulevard Building, a California office property, were classified as discontinued operations.

The results of operations from these properties in prior periods were reclassified from continuing operations to discontinued operations to conform to the current period’s accounting presentation. Consistent with the Company’s intention to reinvest the sales proceeds into new investment property, the proceeds from the sales of property treated as discontinued operations were deposited in escrow accounts for tax-deferred reinvestment in accordance with Section 1031 of the Internal Revenue Code.
 
The revenue, operating profit, income tax expense and after-tax effects of these transactions were as follows (in millions):
 
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Proceeds from the sale of income-producing properties
$
37.3

 
$

 
$
52.2

 
$
8.9

Real estate leasing revenue
1.3

 
1.6

 
4.0

 
4.8

 
 
 
 
 
 
 
 
Gain on sale of income-producing properties
7.8

 

 
12.0

 
3.9

Real estate leasing operating profit
0.7

 
1.0

 
2.4

 
2.9

Total operating profit before taxes
8.5

 
1.0

 
14.4

 
6.8

Income tax expense
3.2

 
0.4

 
5.5

 
2.7

Income from discontinued operations
$
5.3

 
$
0.6

 
$
8.9

 
$
4.1


(9)
Pension and Post-retirement Plans.  The Company has defined benefit pension plans that cover substantially all non-bargaining unit and certain bargaining unit employees. The Company also has unfunded non-qualified plans that provide benefits in excess of the amounts permitted to be paid under the provisions of the tax law to participants in qualified plans.

In 2007, the Company changed the traditional defined benefit pension plan formula for new non-bargaining unit employees hired after January 1, 2008 and replaced it with a cash balance defined benefit pension plan formula. Subsequently, effective January 1, 2012, the Company froze the benefits under its traditional defined benefit plans for non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with the same cash balance defined benefit pension plan formula provided to those employees hired after January 1, 2008. Retirement benefits under the cash balance pension plan formula are based on a fixed percentage of employee eligible compensation, plus interest. The plan interest credit rate will vary from year-to-year based on the ten-year U.S. Treasury rate.

11




The assumptions related to discount rates, expected long-term rates of return on invested plan assets, salary increases, age, mortality and health care cost trend rates, along with other factors, are used in determining the assets, liabilities and expenses associated with pension benefits. Management reviews the assumptions annually with its independent actuaries, taking into consideration existing and future economic conditions and the Company’s intentions with respect to these plans. Management believes that its assumptions and estimates are reasonable. Different assumptions, however, could result in material changes to the assets, obligations and costs associated with benefit plans.

The components of net periodic benefit cost recorded for the three months ended September 30, 2013 and 2012 were as follows (in millions):
 
Pension Benefits
 
Post-retirement Benefits
 
2013
 
2012
 
2013
 
2012
Service cost
$
0.7

 
$
0.6

 
$

 
$

Interest cost
1.9

 
2.0

 
0.1

 
0.1

Expected return on plan assets
(2.7
)
 
(2.6
)
 

 

Amortization of prior service credit
(0.2
)
 
(0.2
)
 

 

Amortization of net loss (gain)
1.9

 
2.0

 
(0.1
)
 
(0.1
)
Net periodic benefit cost
$
1.6

 
$
1.8

 
$

 
$


The components of net periodic benefit cost recorded for the nine months ended September 30, 2013 and 2012 were as follows (in millions):

 
Pension Benefits
 
Post-retirement Benefits
 
2013
 
2012
 
2013
 
2012
Service cost
$
1.9

 
$
1.8

 
$
0.1

 
$
0.1

Interest cost
5.7

 
6.1

 
0.3

 
0.4

Expected return on plan assets
(8.2
)
 
(7.8
)
 

 

Curtailment gain*

 

 
(0.5
)
 

Amortization of prior service credit
(0.6
)
 
(0.6
)
 

 

Amortization of net loss (gain)
5.8

 
6.0

 
(0.1
)
 
(0.2
)
Net periodic benefit cost (credit)
$
4.6

 
$
5.5

 
$
(0.2
)
 
$
0.3


*
The curtailment gain is related to headcount reductions associated with the termination of the Company's Kauai trucking service operations.

(10)
New Accounting Pronouncements. In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-02 requires presentation, either on the face of the income statement or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income, but only if the amounts reclassified are required to be reclassified in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments in ASU 2013-02 are to be applied prospectively and are effective for fiscal years and interim periods within those years, beginning after December 15, 2012. The Company adopted the standard effective January 1, 2013 with prospective application. The adoption of ASU 2013-02 changed the presentation of the Company’s financial statements and related footnotes, but did not affect the calculation of net income, comprehensive income or earnings per share.


12



(11)
Accumulated Other Comprehensive Income. The changes in accumulated other comprehensive income by component for the three and nine months ended September 30, 2013 were as follows (in millions, net of tax):
 
Pension and postretirement plans
 
Three Months Ended September 30, 2013
Nine Months Ended September 20, 2013
Beginning balance
$
46.4

$
47.2

Amounts reclassified from accumulated other comprehensive income, net of tax
(0.9
)
(1.7
)
Ending balance
$
45.5

$
45.5


The reclassifications of other comprehensive income components out of accumulated other comprehensive income for the nine months ended September 30, 2013 were as follows (in millions):

 
Amounts Reclassified from Accumulated Other Comprehensive Income for the Three Months Ended
Amounts Reclassified from Accumulated Other Comprehensive Income for the Nine Months Ended
Details about Accumulated Other Comprehensive Income Components
September 30, 2013
September 30, 2013
Net loss and prior service cost
$

$
(2.0
)
Amortization of defined benefit pension items reclassified to net periodic pension cost:
 
 
Actuarial loss*
1.9

5.8

Prior service credit*
(0.4
)
(1.0
)
Total before income tax
1.5

2.8

Income taxes
(0.6
)
(1.1
)
Other comprehensive income net of tax
$
0.9

$
1.7


*
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9 for additional details).

(12)
Income Taxes.  The Company is included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holdings, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company began reporting as a separate taxpayer. The current and deferred income tax expense recorded in the condensed consolidated financial statements for the 2012 periods have been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer during 2012.

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. To the extent adjustments are required in any given period, the adjustments would be included within the tax provision in the condensed consolidated statements of income or balance sheet.

On September 13, 2013 the IRS and Treasury Department released final regulations on the deduction and capitalization of expenditures related to tangible property (“Tangible Property Regulations”). The Tangible Property Regulations apply to tax years beginning on or after January 1, 2014. The estimated financial statement impact of the Tangible Property Regulations was a reclassification of $7.6 million from deferred income taxes (non-current) to other non-current liabilities in the quarter ended September 30, 2013.

13




The Company’s Due to former affiliate account consists primarily of an estimate of A&B's share of pre-separation consolidated income taxes that will be remitted to Matson, Inc. to offset payments to the relevant taxing authorities. The Company’s Income Tax Receivable account consists of post-separation consolidated income tax payments that the Company intends to use to offset its income tax liabilities to the relevant taxing authorities and refundable solar tax credits.

The effective income tax rate for the three and nine month periods ended September 30, 2013 was higher than the statutory rate due to state taxes and non-deductible expenses incurred by the Company related to the acquisition of Grace, which occurred in the fourth quarter of 2013. Accordingly, the Company’s annual effective tax rate, as of the quarter ended September 30, 2013, does not include any estimates related to Grace's operations. The Company will include the effect of Grace following the acquisition date in its annual effective tax rate for the year ending December 31, 2013.


(13)
Notes Payable and Long-Term Debt. On January 22, 2013, A&B completed the purchase of Waianae Mall, a 170,300 square-foot, 10-building retail center in Leeward Oahu, for $10.1 million in cash and the assumption of a $19.7 million loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at 5.39 percent, and requires monthly payments of principal and interest totaling $0.1 million. A final balloon payment of $18.5 million is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to 10 percent of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any cost incurred by the lender. The loan was recorded at its fair value of $20.6 million. Intangible assets acquired included lease-in-place value of $2.8 million (weighted-average life of 7.7 years) and net below-market leases of $0.5 million (weighted average life of 6.3 years).

On September 17, 2013, A & B Properties, Inc. (“A&B Properties”), a wholly owned subsidiary of the Company, closed the purchase of Pearl Highlands Center, a 415,000 square-foot, fee simple retail center in Pearl City, Oahu (the “Property”), for $82.2 million in cash and the assumption of a $59.3 million mortgage loan (the “Pearl Loan”), pursuant to the terms of the Real Estate Purchase and Sale Agreement, dated April 9, 2013, between PHSC Holdings, LLC and A&B Properties. The Pearl Loan, which is currently held by The Northwestern Mutual Life Insurance Company (the “Lender”), is secured by a Mortgage and Security Agreement, bears interest at 5.9 percent, and requires monthly payments of principal and interest totaling $0.4 million. A final balloon payment of $56.2 million is due on September 15, 2016. The loan was recorded at its fair value of $62.3 million. Intangible assets acquired included lease-in-place value of $9.5 million (weighted-average life of 14.3 years) and net below-market leases of $4.7 million (weighted average life of 6.5 years).

On September 24, 2013, A&B assumed control of Village and consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres of land owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The Real Estate Loan currently bears interest at the greater of (i) LIBOR plus 4.0 percent or (ii) 4.5 percent. The second loan, totaling $9.4 million (the "Term Loan"), is secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent. The Real Estate Loan and Term Loan are scheduled to mature on November 5, 2013. Subsequent to quarter end, the Company refinanced the loans with a new three-year term loan, the terms which are described in Note 15.

The total consideration paid for the acquisitions described above, and including the acquisition of Napili Plaza that closed in May 2013, totaled approximately $241.6 million. The total fair value of tangible property acquired with respect to the above acquisitions, and including the acquisition of Napili Plaza, totaled approximately $224.2 million.



14



(14)
Segment Results. Segment results for the three and nine months ended September 30, 2013 and 2012 were as follows (in millions):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Revenue:
 
 
 
 
 
 
 
Real Estate1:
 
 
 
 
 
 
 
Leasing
$
27.5

 
$
24.9

 
$
80.0

 
$
75.9

Development and Sales
47.4

 
8.4

 
64.2

 
26.8

Less amounts reported in discontinued operations
(38.6
)
 
(1.6
)
 
(56.2
)
 
(13.7
)
Agribusiness
35.9

 
67.9

 
94.1

 
121.4

Reconciling items2


(8.3
)



(8.3
)
Total revenue
$
72.2

 
$
91.3

 
$
182.1

 
$
202.1

Operating Profit, Net Income:
 
 
 
 
 
 
 
Real Estate1:
 
 
 
 
 
 
 
Leasing
$
11.2

 
$
10.2

 
$
32.7

 
$
31.4

Development and Sales
4.6

 
3.3

 
6.3

 
(5.7
)
Less amounts reported in discontinued operations
(8.5
)
 
(1.0
)
 
(14.4
)
 
(6.8
)
Agribusiness
2.2

 
9.1

 
14.3

 
19.6

Total operating profit
9.5

 
21.6

 
38.9

 
38.5

Interest Expense
(4.2
)
 
(3.6
)
 
(11.7
)
 
(11.7
)
General Corporate Expenses
(3.4
)
 
(3.0
)
 
(11.5
)
 
(11.7
)
Grace Acquisition Costs
(2.0
)
 

 
(4.5
)
 

Separation Costs

 
(0.7
)
 

 
(6.8
)
Income (Loss) From Continuing Operations Before Income Taxes
(0.1
)
 
14.3

 
11.2

 
8.3

Income Tax Expense
0.8

 
1.5

 
5.7

 
0.6

Income (Loss) From Continuing Operations
(0.9
)
 
12.8

 
5.5

 
7.7

Income From Discontinued Operations (net of income taxes)
5.3

 
0.6

 
8.9

 
4.1

Net Income
$
4.4

 
$
13.4

 
$
14.4

 
$
11.8


1   Prior year amounts recast for amounts treated as discontinued operations.
2 Represents the sale of a 286-acre agricultural parcel in the third quarter of 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.


15



(15)
Subsequent Events. On October 1, 2013, the Company consummated its previously announced acquisition of 100% of the shares of GPC Holdings, Inc. ("Grace Holdings" or "Grace"), a Hawaii-based natural materials and infrastructure construction company. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), by and among A&B, A&B II, LLC ("Merger Sub"), a Hawaii limited liability company and a wholly owned subsidiary of A&B, Grace Pacific Corporation, a Hawaii corporation (now Grace Pacific LLC, a Hawaii limited liability company and a wholly owned subsidiary of Grace Holdings), Grace Holdings and David C. Hulihee, in his capacity as the shareholders' representative, dated June 6, 2013, Grace Holdings merged with and into Merger Sub with Merger Sub remaining as the surviving company and a wholly owned subsidiary of A&B (the "Merger").

The Company views the acquisition of Grace as an attractive long-term investment, with favorable return metrics and diversification benefits that will augment A&B's ability to further pursue its core real estate strategies over time. Grace will extend and enhance A&B's community building capabilities to encompass infrastructure work, for which a steady and growing need exists in Hawaii. Grace will allow A&B to further benefit from Hawaii's improving economy and real estate markets and also materially strengthens and diversifies A&B's financial profile and flexibility. A complete discussion of the reasons A&B acquired Grace is more fully described in the Company's Amendment No. 4 to Form 10 filed on June 8, 2012.

The total merger consideration payable to Grace Holdings equity holders is approximately 5.4 million shares of A&B common stock and approximately $35.25 million in cash, as adjusted based on Grace Holdings' shareholders' equity at closing. Pursuant to the Merger Agreement, the aggregate number of shares of A&B common stock issued in the Merger was determined by dividing $199.75 million, which was 85% of the total merger consideration prior to any post-closing adjustments, by $36.7859, which was the volume weighted average of the trading prices of A&B common stock on the New York Stock Exchange for the 20 consecutive trading days ending on the third trading day prior to the closing of the Merger. Of the $35.25 million cash portion of the acquisition price, $28.2 million (the "Holdback Amount") has been withheld pro rata from Grace Holdings shareholders and retained by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace Holdings shareholders pursuant to the Merger Agreement. These funds will be released by A&B in accordance with the terms set forth in the Merger Agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace Holdings shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the Merger Agreement. Any amounts not used, or retained for future use, by the shareholders' representative will be paid to Grace Holdings shareholders upon the release of any and all remaining portions of the Holdback Amount.

A&B expects to allocate the purchase price to acquired assets and assumed liabilities at their estimated fair values. The assets acquired and liabilities assumed include, among others, property, plant and equipment, accounts receivable, cash, goodwill, and notes payable. Supplemental pro forma information has not been included since the Company is in the process of finalizing its fair value and purchase accounting adjustments. The Company will include the results of Grace Holdings in its financial statements from the closing date forward.

On October 4, 2013, A&B closed on the sale of Republic Distribution Center, and industrial property in Texas, for approximately $19.4 million.

On November 5, 2013, the Company refinanced $44.0 million of secured loans related to The Shops at Kukui'ula with new three-year term loans. The first loan, totaling $34.6 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula, 45 acres of land owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member, and an A&B guaranty. The Real Estate Loan bears interest at LIBOR plus 2.85% and requires principal amortization of $0.9 million per quarter. The second loan, totaling $9.4 million (the "Term Loan"), is interest only, secured by a letter of credit, and bears interest at LIBOR plus 2.0%. The Real Estate Loan contains guarantor covenants that mirror the covenants in A&B's $260 million revolving credit agreement.

On November 8, 2013, the Company closed on the sale of a 24-acre parcel adjacent to Maui Business Park II for $40.4 million.


 


16



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of the condensed consolidated financial condition and results of operations of Alexander & Baldwin, Inc. and its subsidiaries (collectively, the “Company”) should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in Item 1 of this Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission.


FORWARD-LOOKING STATEMENTS

Alexander & Baldwin, Inc. (“A&B” or the “Company”), from time to time, may make or may have made certain forward-looking statements, whether orally or in writing, such as forecasts and projections of the Company’s future performance or statements of management’s plans and objectives. These statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be contained in, among other things, Securities and Exchange Commission (“SEC”) filings, such as the Forms 10-K, 10-Q and 8-K, the Annual Report to Shareholders, press releases made by the Company, the Company’s Internet Web sites (including Web sites of its subsidiaries), and oral statements made by the officers of the Company. Except for historical information contained in these written or oral communications, such communications contain forward-looking statements. New risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected in the statements, including, but not limited to the factors that are described in “Risk Factors” of the Company’s 2012 Annual Report on Form 10-K and other filings with the SEC. The Company is not required, and undertakes no obligation, to revise or update forward-looking statements or any factors that may affect actual results, whether as a result of new information, future events, or circumstances occurring after the date of this report.

INTRODUCTION
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying condensed consolidated financial statements and provides additional information about A&B’s business, recent developments, financial condition, liquidity and capital resources, cash flows, results of operations and how certain accounting principles, policies and estimates affect A&B’s financial statements. MD&A is organized as follows:
 
Business Overview: This section provides a general description of A&B’s business, as well as recent developments that the Company believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
Consolidated Results of Operations: This section provides an analysis of A&B’s consolidated results of operations for the three and nine months ended September 30, 2013 and 2012.
Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of A&B’s results of operations by business segment.
Liquidity and Capital Resources: This section provides a discussion of A&B’s financial condition and an analysis of A&B’s cash flows for the three and nine months ended September 30, 2013 and 2012, as well as a discussion of A&B’s ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.
Outlook: This section provides a discussion of management’s general outlook about the Hawaii economy and the Company’s markets.
Other Matters: This section provides a summary of other matters, such as officer and management changes.

BUSINESS OVERVIEW

Alexander & Baldwin, with a history that dates back to 1870, is a land and real estate corporation headquartered in Honolulu that conducts business in three operating segments in two industries—Real Estate and Agribusiness. On October 1, 2013, A&B acquired GPC Holdings, Inc. ("Grace Holdings" or "Grace"), which will be reported as a separate operating segment.


17



Real Estate: The Real Estate Industry consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B.

Agribusiness: Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; charters the MV Moku Pahu during the sugar off-season; and generates and sells electricity to the extent not used in A&B’s Agribusiness operations.

Natural Materials and Construction: On October 1, 2013, the Company consummated its previously announced acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. The total merger consideration was approximately 5.4 million shares of A&B common stock and approximately $35.25 million in cash, as adjusted based on Grace Holdings' shareholders' equity at closing. Pursuant to the Merger Agreement, the aggregate number of shares of A&B common stock issued in the Merger was determined by dividing $199.75 million, which was 85% of the total merger consideration prior to any post-closing adjustments, by $36.7859, which was the volume weighted average of the trading prices of A&B common stock on the New York Stock Exchange for the 20 consecutive trading days ending on the third trading day prior to the closing of the Merger. Of the $35.25 million cash portion of the acquisition price, $28.2 million (the "Holdback Amount") has been withheld pro rata from Grace Holdings shareholders and retained by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace Holdings shareholders pursuant to the Merger Agreement. These funds will be released by A&B in accordance with the terms set forth in the Merger Agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace Holdings shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the Merger Agreement. Any amounts not used, or retained for future use, by the shareholders' representative will be paid to Grace Holdings shareholders upon the release of any and all remaining portions of the Holdback Amount.

Grace mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic- related services.

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated – Third quarter of 2013 compared with 2012

 
Quarter Ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Operating revenue
72.2

 
91.3

 
(20.9
)%
Operating costs and expenses
64.7

 
72.4

 
(10.6
)%
Operating income
7.5

 
18.9

 
(60.3
)%
Other income and (expense)
(7.6
)
 
(4.6
)
 
65.2
 %
Income (loss) from continuing operations before income taxes
(0.1
)
 
14.3

 
(100.7
)%
Income tax expense
0.8

 
1.5

 
(46.7
)%
Discontinued operations (net of income taxes)
5.3

 
0.6

 
9X

Net income
$
4.4

 
13.4

 
(67.2
)%
 
 
 
 
 
 
Basic earnings per share
$
0.10

 
$
0.31

 
(67.7
)%
Diluted earnings per share
$
0.10

 
$
0.31

 
(67.7
)%

Consolidated operating revenue for the third quarter of 2013 decreased $19.1 million, or 20.9 percent, compared to the third quarter of 2012. This reduction was principally due to $32.0 million in lower Agribusiness revenues, partially offset by $10.0 million in higher Real Estate Development and Sales revenue (excluding revenue from discontinued operations) and $2.9 million in higher Real Estate Leasing revenue (excluding revenue from discontinued operations). The reasons for the revenue changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.


18



Consolidated operating costs and expenses for the third quarter of 2013 decreased $7.7 million, or 10.6 percent, compared to the third quarter of 2012, due principally to $24.2 million in lower Agribusiness costs and $0.7 million of Separation costs recorded in 2012. The reduction in operating costs and expenses were partially offset by $3.2 million in higher Real Estate Development and Sales costs (excluding costs from discontinued operations), $3.1 million in higher selling, general and administrative costs due primarily to $2.0 million of costs related to the acquisition of Grace and $1.6 million in due diligence costs related to the acquisition of Pearl Highlands Center. The reasons for the operating cost and expense changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.

Other income (expense) was $(7.6) million in the third quarter of 2013 compared to $(4.6) million in the third quarter of 2012. The change in other income (expense) was primarily due to a $6.3 million non-cash write down related to the Company's taking control and consolidation of The Shops at Kukui'ula project on Kauai and $0.6 million in higher interest expense. These expenses were partially offset by a $1.7 million improvement in joint venture results in 2013 that more than offset joint venture operating costs, $1.3 million in gain from insurance proceeds, and $1.2 million in higher interest and other income.

Income taxes for the third quarter of 2013 were lower compared to the third quarter of 2012 due principally to a loss from continuing operations in 2013 as compared to income in 2012. The effective tax rate for the third quarter of 2013 was higher than 2012 due to non-deductible acquisition expenses incurred in 2013 and tax benefits recognized in 2012 associated with the Company's solar project on Kauai.

Consolidated – First nine months of 2013 compared with 2012

 
Nine months ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Operating revenue
182.1

 
202.1

 
(9.9
)%
Operating costs and expenses
157.3

 
173.7

 
(9.4
)%
Operating income
24.8

 
28.4

 
(12.7
)%
Other income and (expense)
(13.6
)
 
(20.1
)
 
(32.3
)%
Income from continuing operations before income taxes
11.2

 
8.3

 
34.9
 %
Income tax expense
5.7

 
0.6

 
10X

Discontinued operations (net of income taxes)
8.9

 
4.1

 
117.1
 %
Net income
14.4

 
11.8

 
22.0
 %
 
 
 
 
 
 
Basic earnings per share
$
0.33

 
0.28

 
17.9
 %
Diluted earnings per share
$
0.33

 
$
0.28

 
17.9
 %

Consolidated operating revenue for the first nine months of 2013 was $20.0 million or 9.9 percent lower compared to the first nine months of 2012. Agribusiness revenue decreased $27.3 million. This decrease was partially offset by $4.9 million in higher Real Estate Leasing revenue and $2.4 million in higher Real Estate Development revenue, after excluding leasing revenue from assets classified as discontinued operations. The reasons for the revenue change are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.

Consolidated operating costs and expenses for the first nine months of 2013 decreased $16.4 million, or 9.4 percent, compared to the first nine months of 2012, due principally to $21.4 million in lower Agribusiness costs, $6.8 million of professional fees recognized in 2012 related to the Separation, $5.1 million in non-cash impairment charges recorded in 2012, and $0.6 million in lower Real Estate Development and Sales segment costs in 2013. These decreases were partially offset by $4.5 million of costs related to the acquisition of Grace and $1.6 million in costs related to the acquisition of Pearl Highlands Center. The reasons for the operating cost and expense changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.

Other income (expense) was $(13.6) million in the first nine months of 2013 compared with $(20.1) million in the first nine months of 2012. The change in other income and (expense) was principally due to $5.5 million in higher joint venture operating income, $1.6 million in higher interest and other income, and $1.3 million of gains from insurance proceeds. These increases were partially offset by $1.9 million of higher impairment charges in 2013.


19



Income taxes in the first nine months of 2013 were higher than the first nine months of 2012 due to higher income from continuing operations in 2013 as compared to 2012. The effective tax rate for the first nine months of 2013 was higher than 2012 due to non-deductible acquisition costs incurred in 2013 and certain tax benefits recognized in 2012 related to the Company's solar project on Kauai.

ANALYSIS OF OPERATING REVENUE AND PROFIT BY SEGMENT

REAL ESTATE INDUSTRY

Real Estate Development and Sales and Real Estate Leasing revenue and operating profit are analyzed before subtracting amounts related to discontinued operations. This is consistent with how A&B generates earnings and how A&B’s management evaluates performance and makes decisions regarding capital allocation for A&B’s real estate businesses. A discussion of discontinued operations for the real estate business is included separately.
 
Effect of Property Sales Mix on Operating Results: Direct year-over-year comparison of the real estate development and sales results may not provide a consistent, measurable indicator of future performance because results from period to period are significantly affected by the mix and timing of property sales. Operating results, by virtue of each project’s asset class, geography and timing are inherently episodic. Earnings from joint venture investments are not included in segment revenue, but are included in operating profit. The mix of real estate sales in any year or quarter can be diverse and can include developed residential real estate, commercial properties, developable subdivision lots, undeveloped land, and property sold under threat of condemnation. The sale of undeveloped land and vacant parcels in Hawaii generally provides higher margins than does the sale of developed and commercial property, due to the low historical-cost basis of A&B’s Hawaii land. Consequently, real estate sales revenue trends, cash flows from the sales of real estate, and the amount of real estate held for sale on the balance sheets do not necessarily indicate future profitability trends for this segment. Additionally, the operating profit reported in each quarter does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions.
 
Real Estate Leasing – Third quarter of 2013 compared with 2012
 
Quarter Ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Real estate leasing segment revenue
$
27.5

 
$
24.9

 
10.4
 %
Real estate leasing segment operating costs and expenses
(15.9
)
 
(14.4
)
 
10.4
 %
Selling, general and administrative
(0.5
)
 
(0.5
)
 
 %
Other income
0.1

 
0.2

 
(50.0
)%
Real estate leasing operating profit
$
11.2

 
$
10.2

 
9.8
 %
Operating profit margin
40.7
%
 
41.0
%
 


Net Operating Income*
$
17.5

 
$
16.0

 
9.4
 %
Leasable Space (million sq. ft.) — Improved
 
 
 
 
 
Mainland
5.9

 
6.5

 
 
Hawaii
2.2

 
1.4

 
 

*
Refer to page 22 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.

Real Estate leasing segment revenue for the third quarter of 2013, before subtracting amounts presented as discontinued operations, was 10.4 percent higher than 2012, primarily due to sales and acquisition activity (shown in the table that follows).

Operating profit for the third quarter of 2013, before subtracting amounts presented as discontinued operations, was 9.8 percent higher than 2012 for the reasons previously cited for the revenue increase. Tenant improvement costs and leasing commissions were $1.5 million and $2.2 million for the three months ended September 30, 2013 and 2012, respectively.

Net operating income for the quarter increased by 9.4 percent due to the expansion of the Hawaii portfolio with the addition of Waianae Mall in February 2013, Napili Plaza in May 2013 and Pearl Highlands Center in September 2013, partially offset by the sales of Northpoint Industrial in January 2013 and Centennial Plaza and Issaquah Office Center in September 2013.


20



The Company's commercial portfolio's weighted average occupancy summarized by geographic location and property type for the quarter ended September 30, 2013 was as follows:

Weighted average occupancy - percent
Hawaii
Mainland
Total
Industrial
96
99
99
Office
84
88
87
Retail
93
88
91
Total
93
96
95


Leasable space increased in the third quarter of 2013 compared with the third quarter of 2012, principally due to the following activity between October 1, 2012 and September 30, 2013:
Dispositions
 
Acquisitions
Date
 
Property
 
Leasable sq. ft
 
Date
 
Property
 
Leasable sq. ft
1-13
 
Northpoint Industrial
 
119,400

 
1-13
 
Waianae Mall
 
170,300

9-13
 
Centennial Plaza
 
244,000

 
5-13
 
Napili Plaza
 
45,100

9-13
 
Issaquah Office Center
 
146,900

 
9-13
 
Pearl Highlands Center
 
415,000

 
 
 
 
 
 
9-13
 
The Shops at Kukui'ula
 
78,900

 
 
Total Dispositions
 
510,300

 
 
 
Total Acquisitions
 
709,300


Same store occupancy in 2013 was 95%, compared to 93% in 2012, due primarily to higher Mainland occupancies at two industrial properties and two office properties. "Same store" refers to properties that were owned throughout the entire duration of both periods under comparison, including stabilized properties. Stabilized properties refer to commercial properties developed by the Company that have achieved 80 percent economic occupancy in each of the periods presented for comparison.


Real Estate Leasing – First Nine Months of 2013 compared with 2012
 
Nine months ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Real estate leasing segment revenue
$
80.0


$
75.9

 
5.4
 %
Real estate leasing segment operating costs and expenses
(46.1
)
 
(43.2
)
 
6.7
 %
Selling, general and administrative
(1.4
)
 
(1.5
)
 
(6.7
)%
Other income
0.2

 
0.2

 
 %
Real estate leasing operating profit
$
32.7

 
$
31.4

 
4.1
 %
Operating profit margin
40.9
%
 
41.4
%
 


Net Operating Income*
$
50.6

 
$
47.6

 
6.3
 %
Leasable Space (million sq. ft.) — Improved
 
 
 
 
 
Mainland
5.9

 
6.5

 
 
Hawaii
2.2

 
1.4

 
 

*
Refer to page 22 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.

Real Estate Leasing segment revenue for the nine months ended September 30, 2013, before subtracting amounts presented as discontinued operations, was 5.4 percent higher than 2012, primarily due to sales and acquisition activity (shown in the previous table).


21



Operating profit for the nine months ended September 30, 2013, before subtracting amounts presented as discontinued operations, was 4.1 percent higher than 2012 for the reasons previously cited for the revenue increase. Tenant improvement costs and leasing commissions were $5.4 million and $4.8 million for the nine months ended September 30, 2013 and 2012, respectively.

Net operating income increased 6.3 percent primarily due to the expansion of the Hawaii portfolio with the addition of Waianae Mall in February 2013 and Pearl Highlands Center in September 2013, partially offset by the sale of Northpoint Industrial in January 2013.

The Company's commercial portfolio's weighted average occupancy summarized by geographic location and property type for the nine months ended September 30, 2013 was as follows:

Weighted average occupancy - percent
Hawaii
Mainland
Total
Industrial
97
98
98
Office
81
89
88
Retail
92
88
90
Total
92
95
95

Same store occupancy increased to 95% in 2013, compared to 93% in 2012, for the same reasons cited for the quarter.


Use of Non-GAAP Financial Measures

The Company presents net operating income (“NOI”), which 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, our definition of NOI 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 is as follows:

Reconciliation of Real Estate Leasing Operating Profit to NOI
(In Millions, Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2013
 
September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
Real estate leasing segment operating profit before discontinued operations
$
11.2

 
$
10.2

 
$
32.7

 
$
31.4

Less amounts reported in discontinued operations (pre-tax)
(0.7
)
 
(1.0
)
 
(2.4
)
 
(2.9
)
Real estate leasing segment operating profit after subtracting discontinued operations
10.5

 
9.2

 
30.3

 
28.5

Adjustments:


 


 


 


Depreciation and amortization
6.0

 
5.5

 
17.8

 
16.6

Straight-line lease adjustments
(0.5
)
 
(0.4
)
 
(2.2
)
 
(2.7
)
General and administrative expenses
0.8

 
0.7

 
2.3

 
2.3

Discontinued operations
0.7

 
1.0

 
2.4

 
2.9

Real estate leasing segment NOI
$
17.5

 
$
16.0

 
$
50.6

 
$
47.6


22






Real Estate Development and Sales – Third quarter and first nine months of 2013 compared with 2012
 
Quarter Ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Improved property sales revenue
$
37.3

 
$

 
 %
Development sales revenue
4.4

 

 
 %
Unimproved/other property sales revenue
5.7

 
8.4

 
(32.1
)%
Total real estate development and sales segment revenue
47.4

 
8.4

 
6X

Cost of real estate development and sales
(33.1
)
 
(1.1
)
 
30X

Operating expenses
(4.8
)
 
(2.9
)
 
65.5
 %
Write down of The Shops at Kukui'ula joint venture investment
(6.3
)
 

 
 %
Earnings (loss) from joint ventures
0.7

 
(1.1
)
 
NM

Other income
0.7

 

 
 %
Total real estate development and sales operating profit
$
4.6

 
$
3.3

 
39.4
 %
Real estate development and sales operating profit margin
9.7
%
 
39.3
%
 
 

 
Nine months ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Improved property sales revenue
$
52.2

 
$
5.0

 
10X

Development sales revenue
4.4

 
8.1

 
(45.7
)%
Unimproved/other property sales revenue
7.6

 
13.7

 
(44.5
)%
Total real estate development and sales segment revenue
64.2

 
26.8

 
139.6
 %
Cost of real estate development and sales
(44.1
)
 
(10.2
)
 
4X

Operating expenses
(10.4
)
 
(8.8
)
 
18.2
 %
Impairment and equity loss related to joint venture investments
(6.3
)

(9.8
)

(35.7
)%
Earnings (loss) from joint ventures
1.8

 
(3.7
)
 
NM

Other income
1.1

 

 
 %
Total real estate development and sales operating profit (loss)
$
6.3

 
$
(5.7
)
 
NM

Real estate development and sales operating profit margin
9.8
%
 
NM

 
 

Third quarter 2013: Real Estate Sales revenue, before subtracting amounts presented as discontinued operations, was $47.4 million and was related primarily to the sales of Centennial Plaza (UT) and Issaquah Office Center (WA), a 209-acre non-core Maui parcel, and a residential parcel on Oahu. Operating income was $4.6 million and also included development fees, interest income, and net joint venture resort residential sales of two lots on Kauai, one unit on Maui, and four units on Hawaii island, partially offset by a $6.3 million non-cash writedown recorded in connection with the consolidation of The Shops at Kukui’ula and $1.7 million of due diligence costs related to acquisition activities.

First nine months 2013: Real Estate Sales revenue and operating profit, before subtracting amounts presented as discontinued operations, were $64.2 million and $6.3 million, respectively, and in addition to the sales, development fees, and interest income described above, included the sale of a California industrial property and a 29-acre non-core Maui parcel. Operating profit also included the sales of joint venture resort residential units, including five lots and two cottages on Kauai, six units on Maui, and eight units on Hawaii Island, partially offset by the writedown previously referenced, $2.2 million of due diligence costs related to acquisition activities, and joint venture expenses.

Third quarter 2012: Revenue from Real Estate Development and Sales was $8.4 million and was principally related to the gain on the sale of 286 acres of agricultural-zoned land on Maui. Operating profit also included joint venture sales of a residential lot and two cottages on Kauai and a residential unit on the island of Hawaii, which was offset by joint venture expenses.


23



First nine months 2012: Revenue for the first nine months of 2012, before subtracting amounts presented as discontinued operations, was $26.8 million and, in addition to the sales described above, included the sales of a 4.1-acre parcel at Maui Business Park II, two leased fee parcels on Maui, two residential units on Oahu, a California office property, a 79-acre non-core land parcel on Maui, and joint venture sales of a parcel and a cottage on Kauai and four residential units on the island of Hawaii. The margin on the sales described above was partially offset by $9.8 million of impairment charges in the second quarter of 2012, related to the Company’s Santa Barbara and Bakersfield development projects in California, resulting from the Company’s change in its development strategy to focus on development projects in Hawaii, as well as joint venture expenses.


Real Estate Discontinued Operations – 2013 compared with 2012

Income from discontinued operations consisted of the following (in millions):
 
Quarter Ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Proceeds from the sale of income-producing properties
$
37.3

 
$

 
$
52.2

 
$
8.9

Real Estate Leasing revenue
$
1.3

 
$
1.6

 
$
4.0

 
$
4.8

 
 
 
 
 
 
 
 
Gain on sale of income-producing properties
7.8

 

 
12.0

 
3.9

Real Estate Leasing operating profit
0.7

 
1.0

 
2.4

 
2.9

Total operating profit before taxes
8.5

 
1.0

 
14.4

 
6.8

Income tax expense
3.2

 
0.4

 
5.5

 
2.7

Income from discontinued operations
$
5.3

 
$
0.6

 
$
8.9

 
$
4.1


2013:  The revenues and expenses related to the sales of Northpoint Industrial, an industrial property in California, Centennial Plaza, an industrial property in Utah, and Issaquah Office Center, an office building in Washington, have been classified as discontinued operations. Additionally, the revenues and expenses related to Republic Distribution Center, an industrial property in Texas sold on October 4, 2013, was classified as discontinued operations.

2012: The revenue and expenses related to the sale and operations of the Firestone Boulevard Building (an office property in California) and two leased fee properties in Maui were classified as discontinued operations.

The results of operations from these properties in prior periods were reclassified from continuing operations to discontinued operations to conform to the current period’s accounting presentation. Proceeds from the sales of property treated as discontinued operations are deposited in escrow accounts for tax-deferred reinvestment in accordance with Section 1031 of the Internal Revenue Code if the replacement property is purchased after the sale, or alternatively, proceeds are received by the Company if the replacement property is purchased before the sale.

AGRIBUSINESS

The quarterly results of the Agribusiness segment are subject to fluctuations from a number of factors, including the timing of sugar deliveries, which typically commence after the first quarter of each year. Additionally, each delivery is generally priced independently, which could result in significant variations in margins between deliveries. Accordingly, quarterly results are not indicative of the results that may be achieved for a full year.


24



Agribusiness – Third quarter of 2013 compared with 2012

 
Quarter Ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Revenue
$
35.9

 
$
67.9

 
(47.1
)%
Operating profit
$
2.2

 
$
9.1

 
(75.8
)%
Operating profit margin
6.1
%
 
13.4
%
 
 
Tons sugar produced
64,000

 
78,200

 
(18.2
)%
Tons sugar sold (raw and specialty sugar)
35,800

 
72,400

 
(50.6
)%

Agribusiness revenue for the third quarter of 2013 decreased $32.0 million, or 47.1 percent, compared to the third quarter of 2012. The decrease was primarily due to $26.1 million in lower raw sugar revenue resulting from one less sugar voyage in the third quarter of 2013 compared to 2012, as well as lower prices, $1.6 million lower power revenue due to lower volume and prices, $1.4 million lower trucking revenue due to scaled-down operations on Kauai, $1.0 million lower specialty sugar sales from lower volume and prices, and $1.0 million lower molasses sales from lower volume sold in the quarter due to timing of sales.

Operating profit for the third quarter of 2013 decreased $6.9 million compared to the third quarter of 2012. The decrease was principally due to $4.0 million lower raw sugar margin resulting from one less voyage at lower prices, $1.7 million lower power margin from lower volume and pricing of power sold, and $0.7 million lower molasses sales margin due to lower volume sold due to timing of sales.

Sugar production for the third quarter of 2013 was 18.2 percent lower than the third quarter of 2012 due to a lower number of acres harvested during the quarter, partially offset by higher yields. Sugar volume sold was 50.6 percent lower for the same period due to one completed sugar voyage in the quarter as compared to two raw sugar voyages delivered in the third quarter of 2012.

Agribusiness – First nine months of 2013 compared with 2012

 
Nine months ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Revenue
$
94.1

 
$
121.4

 
(22.5
)%
Operating profit
$
14.3

 
$
19.6

 
(27.0
)%
Operating profit margin
15.2
%
 
16.1
%
 
 
Tons sugar produced
138,600

 
137,500

 
0.8
 %
Tons sugar sold (raw and specialty sugar)
72,200

 
108,400

 
(33.4
)%


Agribusiness revenue for the first nine months of 2013 decreased $27.3 million, or 22.5, compared with the first nine months of 2012. The decrease was due to $25.8 million in lower raw sugar revenue due to the delivery one less sugar voyage at lower prices in 2013 as compared to 2012, $2.2 million lower trucking revenue due to terminated operations on Kauai, $1.9 million in lower specialty sugar sales from lower volume and pricing, $1.2 million lower molasses revenue from lower volume, and $0.6 million in lower power revenue from lower volume sold and lower prices, partially offset by $4.4 million in higher charter revenue from the completion of an outside charter.

Operating profit for the first nine months of 2013 decreased $(5.3) million compared to the first nine months of 2012. The decrease was primarily due to $4.7 million in lower raw sugar margin due to the completion of one less sugar voyage in 2013 as compared to 2012, $0.9 million in lower power margins from lower volume [and prices], and $0.8 million lower molasses margin from lower volume, partially offset by $1.5 million higher charter margin from the completion of an outside charter.
 
Year-to-date sugar production was modestly higher, compared to 2012. Tons of sugar sold were 33.4% lower in 2013 than in 2012, due principally two sugar voyages completed in 2013 as compared to three completed sugar voyages in 2012.

25



LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary liquidity needs have historically been to support working capital requirements and fund capital expenditures and real estate developments. A&B’s principal sources of liquidity have been cash flows provided by operating activities, available cash and cash equivalent balances, and borrowing capacity under its various credit facilities.
A&B’s operating income is generated by its subsidiaries. There are no restrictions on the ability of A&B’s subsidiaries to pay dividends or make other distributions to A&B. A&B regularly evaluates investment opportunities, including development projects, joint venture investments, share repurchases, business acquisitions and other strategic transactions to increase shareholder value. A&B cannot predict whether or when it may enter into acquisitions or joint ventures or what impact any such transactions could have on A&B’s results of operations, cash flows or financial condition. A&B’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” of the Company’s 2012 Annual Report on Form 10-K.
On January 22, 2013, A&B completed the purchase of Waianae Mall, a 170,300 square-foot, 10-building retail center in Leeward Oahu, for $10.1 million in cash and the assumption of a $19.7 million loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at 5.39 percent, and requires monthly payments of principal and interest totaling $100,000 million. A final balloon payment of $18.5 million is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to 10 percent of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any cost incurred by the lender.

On September 17, 2013, A & B Properties, Inc. (“A&B Properties”), a wholly owned subsidiary of the Company, closed the purchase of Pearl Highlands Center, a 415,000 square-foot, fee simple retail center in Pearl City, Oahu (the “Property”), for $82.2 million in cash and the assumption of a $59.3 million mortgage loan (the “Pearl Loan”), pursuant to the terms of the Real Estate Purchase and Sale Agreement, dated April 9, 2013, between PHSC Holdings, LLC and A&B Properties. The Pearl Loan, which is currently held by The Northwestern Mutual Life Insurance Company (the “Lender”), is secured by a Mortgage and Security Agreement, bears interest at 5.9 percent, and requires monthly payments of principal and interest totaling $0.4 million. A final balloon payment of $56.2 million is due on September 15, 2016.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of A&B and a 50 percent member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai.

Under the Agreement KDC assumed control of Village. Accordingly, A&B consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres of land owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The Real Estate Loan currently bears interest at the greater of (i) LIBOR plus 4.0 percent or (ii) 4.5 percent. The second loan, totaling $9.4 million (the "Term Loan"), is secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent.

The Real Estate Loan and Term Loan were scheduled to mature on September 28, 2013. On September 25, 2013, Village entered into an agreement to extend the maturities of the loans to November 5, 2013, in order to finalize refinancing negotiations with the lender. In connection with the loan extensions, Village made a $5 million principal payment on the Real Estate Loan.

On November 5, 2013, the Company refinanced $44.0 million of secured loans related to The Shops at Kukui'ula with new three-year term loans. The first loan, totaling $34.6 million, is secured by The Shops at Kukui'ula, 45 acres of land owned by Kukui'ula, in which KDC is a member, and an A&B guaranty. The loan bears interest at LIBOR plus 2.85 percent and requires principal amortization of $0.9 million per quarter. The second loan, totaling $9.4 million, is interest only, secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent. The first loan contains guarantor covenants that mirror the covenants in A&B's $260 million revolving credit agreement.

On October 1, 2013, the Company consummated its previously announced acquisition of GPC Holdings, Inc. ("Grace Holdings" or "Grace"), a Hawaii-based natural materials and infrastructure construction company. The total merger consideration was approximately 5.4 million shares of A&B common stock and approximately $35.25 million in cash, as

26



adjusted based on Grace Holdings' shareholders' equity at closing. Approximately 12 percent of the purchase price was withheld by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace Holdings shareholders pursuant to the Merger Agreement. These funds will be released by A&B in accordance with the terms set forth in the Merger Agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace Holdings shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the Merger Agreement. The cash portion of the purchase price will be funded through a combination of cash on hand and borrowings under the Company's credit facilities.

On October 1, 2013, A&B's Board of Directors announced a fourth-quarter 2013 dividend of $0.04 per share, payable on December 5, 2013 to shareholders on record as of the close of business on November 7, 2013.

Cash Flows: Cash flows used in operating activities totaled $109.4 million for the first nine months of 2013, compared with $12.8 million for the first nine months of 2012. This increase in cash used in operating activities was due primarily to higher expenditures for real estate development inventory, which principally included the purchase of 27 Kahala residential lots on Oahu, as well as properties in Windward Oahu and on Maui for $98 million.

Cash flows used in investing activities totaled $132.9 million for the first nine months of 2013, compared with $39.8 million in the first nine months of 2012. The increase in net cash used in investing activities was due primarily to $82.2 million used for the cash portion of the purchase of Pearl Highlands Center under a reverse 1031 exchange transaction and a $19.4 million investment in the One Ala Moana condominium project.

Capital expenditures for the first nine months of 2013 totaled $102.9 million compared with $34.4 million for the first nine months of 2012. Net cash flows used in investing activities for capital expenditures were as follows:

 
Nine months ended September 30,
(dollars in millions)
2013
 
2012
 
Change
Acquisition of property
$
82.4

 
$
2.9

 
28X

Real estate redevelopment/renovations
8.6

 
2.8

 
3X

Tenant improvements
3.6

 
2.9

 
24.1
 %
Agribusiness and other
8.3

 
25.8

 
(67.8
)%
Total capital expenditures*
$
102.9

 
$
34.4

 
199.1
 %

*
Capital expenditures for real estate developments to be held and sold as real estate development inventory are classified in condensed consolidated statement of cash flows as operating activities.

The $102.9 million reported in capital expenditures on the condensed consolidated statement of cash flows for 2013 excludes $25.3 million of tax-deferred real estate purchases under Section 1031 of the IRS code since the Company did not actually take control of the cash during the exchange period. Capital expenditures for property acquisitions increased $79.5 million due primarily to the reverse 1031 acquisition of Pearl Highlands Center. Capital expenditures for Agribusiness and other decreased by $17.5 million due principally to 2012 expenditures related to the Company's Port Allen solar project.

Cash flows provided by financing activities were $245.3 million for the first nine months of 2013, compared with $45.0 million during the first nine months of 2012. The increase in cash flows from financing activities was principally due to net proceeds of $244.7 million from credit facilities in 2013, as compared to $146.0 million of net capital contributions from Holdings in 2012 related to the Separation, partially offset by a $112.6 million reduction in debt in 2012.

The Company believes that funds generated from results of operations, available cash and cash equivalents, and available borrowings under credit facilities will be sufficient to finance the Company’s business requirements for the next fiscal year, including working capital, capital expenditures, and potential acquisitions and stock repurchases. There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities.

Sources of Liquidity: Additional sources of liquidity for the Company, consisting of cash and cash equivalents, receivables, and sugar inventory, totaled $50.9 million at September 30, 2013, an increase of $37.9 million from December 31, 2012. The increase was due primarily to a $34.8 million increase in sugar inventories and $3.0 million in higher cash balances.


27



The Company also has various revolving credit and term facilities that provide additional sources of liquidity for working capital requirements or investment opportunities on a short-term as well as longer-term basis. The total debt as of September 30, 2013 was $614.2 million compared to $235.5 million at the end of 2012. The increase in debt during the first nine months of 2013 was principally due to investments, which included the purchase of the Kahala properties for $98.0 million, the assumption of a $59.3 million mortgage related to the $141.5 million acquisition of Pearl Highlands Center, the consolidation of $51.2 million of debt related to the consolidation of The Shops at Kukui'ula, the assumption of a $19.7 million mortgage related to the $29.8 million acquisition of Waianae Mall, and investments in One Ala Moana, Maui Business Park II, Kukui‘ula, and commercial portfolio capital expenditures. As of September 30, 2013, available capacity under the Company’s revolving credit facility and its Prudential shelf facility totaled $81.2 million. The Company's borrowing capacity stood at a low level at quarter end due to the timing of 1031 property sales, the proceeds of which were not received as of quarter end. Subsequent to quarter end the Company received $32.6 million in proceeds from the sales of Centennial Plaza, Issaquah Office Center, and Republic Distribution Center.

Balance Sheet: The Company had working capital of $62.2 million at September 30, 2013, compared to a working capital deficit of $6.2 million at the end of 2012. The change in working capital is principally due to higher short-term notes receivables that represent pending 1031 exchange proceeds related to the sales of Centennial Plaza and Issaquah Office Center, higher sugar and molasses inventory related to the timing of voyages, and higher real estate development inventory classified in current assets, partially offset an increase in the current portion of notes payable and long-term debt.

Property-net increased by $170.6 million, principally due to the acquisitions of Pearl Highlands Center in September 2013 for $82.2 million in cash and the assumption of a $59.3 million mortgage note, Waianae Mall in January 2013 for $10.1 million in cash and the assumption of a $19.7 million loan, and the consolidation of The Shops at Kukui'ula, a retail commercial center on Kauai.

At September 30, 2013, the Company believes it was in compliance with all of its covenants under its credit facilities. While there can be no assurance that the Company will remain in compliance with its covenants, the Company expects that it will remain in compliance.
    
Tax-Deferred Real Estate Exchanges: Sales - During the third quarter of 2013, approximately $23.1 million of proceeds from the sales of Centennial Plaza, Issaquah Office Center, and 209 acres of non-core land on Maui qualified for tax-deferral treatment under Internal Revenue Code Section 1031. During the third quarter of 2012, approximately $8.2 million of proceeds from the sale of 286 acres of agricultural-zoned land on Maui qualified for tax-deferral treatment under Internal Revenue Code Section 1031.

Purchases - During the third quarter of 2013, the Company purchased Pearl Highlands Center, a retail center on Oahu, under a reverse 1031 transaction. During the third quarter of 2012, the Company made no 1031 acquisitions.

The proceeds from 1031 tax-deferred sales are held in escrow pending future use to purchase new real estate assets. The proceeds from 1033 condemnations are held by the Company until the funds are redeployed. As of September 30, 2013, there were $1.9 million in proceeds from tax-deferred sales that had not been reinvested.

The funds related to 1031 transactions are not included in cash flows from investing activities in the condensed consolidated statement of cash flows but are disclosed as non-cash activities. For “reverse 1031” transactions, the Company purchases a property in anticipation of receiving funds from a future property sale. Funds used for reverse 1031 purchases are included as capital expenditures on the Condensed Consolidated Statement of Cash Flows and the related sales of property, for which the proceeds are linked, are included as property sales in the Statement.

Commitments, Contingencies and Off-balance Sheet Arrangements: A description of other commitments, contingencies, and off-balance sheet arrangements at September 30, 2013, and herein incorporated by reference, is included in Note 3 to the condensed consolidated financial statements of Item 1 in this Form 10-Q.


OUTLOOK
 
All of the forward-looking statements made herein are qualified by the inherent risks of the Company’s operations and the markets it serves, as more fully described on pages 18 to 28 of the Company’s 2012 Form 10-K and other filings with the SEC.

There are two primary sources of periodic economic forecasts and data for the State of Hawaii: The University of Hawaii Economic Research Organization (UHERO) and the state’s Department of Business, Economic Development and Tourism

28



(DBEDT). Much of the economic information included herein has been derived from economic reports available on UHERO’s and DBEDT’s websites that provide more complete information about the status of, and forecast for, the Hawaii economy. Information below on Oahu residential re-sales is published by the Honolulu Board of Realtors and Title Guaranty of Hawaii, Incorporated. Information below on the Oahu commercial real estate market is provided by Colliers International (Hawaii). Bankruptcy filing information cited below is published by the U.S. Bankruptcy Court District of Hawaii.

The Company’s overall outlook assumes steady growth for the U.S. and Hawaii economies. The Hawaii economy is projected to produce real growth of 2.6 percent in 2013, and is expected to continue to grow at a moderate pace for the next several years. The primary driver of growth is tourism, which set the state’s all-time record for visitor expenditures and arrivals in 2012. Through September 2013, visitor expenditures and arrivals were up 4.1 percent and 5.1 percent, respectively, compared to last year. Visitor arrivals and expenditures were down modestly in September from uncertainty surrounding the federal government shutdown; however, wholesale travel bookings from December 2013 through August 2014 are reported to be strong.

The state continues to see positive trends in other economic indicators. Unemployment at the end of August 2013 was 4.3 percent, down from 5.7 percent in August 2012, and well below the national August unemployment rate of 7.3 percent. Bankruptcy filings year-to-date through October 2013 were down by 17 percent compared to the same period last year. Through September 2013, the median resale price for a home on Oahu was $640,000, up 3.3 percent compared to the same period last year, and the median resale price of an Oahu condominium was up 5.4 percent at $332,000. For the month of September, the median resale price for a home on Oahu was $675,000, up 6.0 percent compared to the same period in 2012, and the median resale price of an Oahu condominium was up 8.9 percent at $348,000. At the end of September 2013, months of available inventory-2.8 months for Oahu homes and 3.0 months for Oahu condos-remained low in both absolute terms and relative to the 2012 full-year average of 3.6 months for homes and 4.1 months for condos. Residential re-sales on the neighbor islands are beginning to see improvement.

Oahu retail and industrial vacancies continued to decline and were 4.1% and 2.6%, respectively, for the third quarter of 2013. Retail and industrial rents have increased. Office vacancy and rents have remained relatively stable. Current Oahu market vacancies and rents are as follows:
Property Type
Mid Year 2013
Vacancy Rate
Average Asking Rent Per Square Foot Per Month (NNN)
at September 30, 2013
Retail
4.1%
$3.40
Industrial
2.6%
$1.02
Office
12.9%
$1.57

Through August 2013, the value of construction permits has increased by 6 percent compared to last year primarily due to significant increases in residential permits on Oahu. UHERO projects annual growth in construction jobs in the 7- to 11-percent range between 2013 and 2015. Hawaii construction revenue is expected to be $7.5 billion in 2013, up 8 percent over 2012, and increase to $8.5 billion in 2014. Honolulu’s mayor has proposed spending between $120 and $150 million a year on the repaving and maintenance of Oahu roadways over the next 5 years and $120 million was approved in the 2014 fiscal year budget, a 20 percent increase over the amount included in the 2013 fiscal year budget.
 
On October 1, the Company completed its acquisition of Grace Pacific. Due to the impact of inclement weather and major holidays on available paving days, Grace will typically exhibit seasonal highs and lows in its operating results, with the first and fourth quarters of each calendar year posting modestly lower results as compared to the second and third quarters. Based on Grace’s prior results, the Company would anticipate approximately 20 percent to 25 percent of annual EBITDA generation occurring in each of the first and fourth calendar quarters, and 25 percent to 30 percent occurring in each of the second and third calendar quarters.

Agribusiness operating profit is dependent upon a variety of factors, including prices in effect at the time sugar is priced; total sugar production, which is affected by the availability of water and weather; the volume, price and timing of molasses sales; and the volume and prices at which the Company sells power to the local electric utilities.

In September 2013, Matson, Inc. suspended shipments of molasses from Hawaii due to a molasses spill at Honolulu Harbor that month. As a result, the Company is utilizing alternative methods to ship its molasses to its buyers, which will result in lower molasses margins for the fourth quarter. The Company is working to identify a better long-term shipping solution; however, in the near term this situation will have a modestly negative impact on Agribusiness results. Partly because of this

29



reason, but primarily because of low sugar pricing, the Company continues to expect that Agribusiness will generate an operating loss in the fourth quarter of 2013, resulting in breakeven performance for the second half of 2013.

The Company has forward priced approximately 22 percent of the 2014 crop at prices below breakeven, but above current market. Sugar prices have increased modestly since the beginning of the third quarter from 19.1 cents per ton at June 28, 2013 to 21.6 cents at November 5. The Company can price sugar up until the time of each delivery to the buyer, which for a typical crop is spread between May and December. Given recent trends in pricing, the Company expects to be patient in pricing additional volumes and remains hopeful that prices will continue to trend upward. With myriad variables affecting Agribusiness profitability, projecting future earnings is always difficult, but the Company expects to provide an update for 2014 in its next earnings conference call and Form 10-K.


OTHER MATTERS

Significant Accounting Policies:  The Company’s significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of the Company’s 2012 Form 10-K.

Critical Accounting Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, upon which the Management’s Discussion and Analysis is based, requires that management exercise judgment when making estimates and assumptions about future events that may affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty and actual results will, inevitably, differ from those critical accounting estimates. These differences could be material. The most significant accounting estimates inherent in the preparation of A&B’s financial statements were described in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s 2012 Form 10-K.

Dividends: On October 1, 2013, A&B's Board of Directors announced a fourth-quarter 2013 dividend of $0.04 per share, payable on December 5, 2013 to shareholders on record as of the close of business on November 7, 2013.

Share Repurchase Authorization: On October 29, 2013, A&B's Board of Directors authorized A&B to repurchase up to two million shares of its common stock beginning on January 1, 2014. The authorization expires on December 31, 2015 and will replace a current authorization that expires on December 31, 2013.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information concerning market risk is incorporated herein by reference to Item 7A of the Company’s Form 10-K for the fiscal year ended December 31, 2012. There has been no material change in the quantitative and qualitative disclosures about market risk since December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES

(a)
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

(b)
Internal Control Over Financial Reporting.  There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


30



PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

 
 
 
 
Period
 
 
 
Total Number of
Shares Purchased
 
 
 
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that
May Yet Be Purchased
Under the Plans
or Programs
Jul 1 - 31, 2013
--
$—
Aug 1 - 31, 2013
12,148 (1)
$40.09
Sep 1 - 30, 2013
--
$—

(1)
Represents shares accepted for the exercise of options and/or in satisfaction of tax withholding obligations arising upon option exercises or the vesting of restricted stock units.

ITEM 6.  EXHIBITS

2.1
Agreement and Plan of Merger by and among Alexander & Baldwin, Inc., A&B II, LLC, Grace Pacific Corporation, GPC Holdings, Inc. and Davide C. Hulihee, dated June 6, 2013 (incorporated by reference to Annex A to Amendment No. 2 to Form S-4 filed on August 20, 2013).

10.a.(xviii)
Modification to Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., Prudential Investment Management, Inc. and the other purchasers party thereto, dated as of September 27, 2013.

10.a.(xxii)
Loan Assumption and Amendment to Loan Documents, among PHSC Holdings, LLC, ABP Pearl Highlands LLC, Pearl Highlands LLC, and The Northwestern Mutual Life Insurance Company, dated September 17, 2013.

10.a.(xxiii)
Form of Lock-Up Agreement by and among Alexander & Baldwin, Inc., A&B II, LLC and the shareholder, dated June 6, 2013 (incorporated by reference to Exhibit 10.2 to Form S-4 filed July 5, 2013).    

31.1
Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101
The following information from Alexander & Baldwin, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended September 30, 2013, and September 30, 2012, (ii) Condensed Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2013, and September 30, 2012, (iii) Condensed Consolidated Balance Sheets at September 30, 2013 and December 31, 2012, (iv) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2013, and September 30, 2012, and (v) the Notes to the Condensed Consolidated Financial Statements.


31



SIGNATURES