8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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

ALEXANDER & BALDWIN, INC.

(Exact name of registrant as specified in its charter)

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

822 Bishop Street, P. O. Box 3440

Honolulu, Hawaii 96801

(Address of principal executive office and zip code)

(808) 525-6611

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Item 7.01.  Regulation FD Disclosure.

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

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

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

SIGNATURE

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

Date:  August 6, 2015

ALEXANDER & BALDWIN, INC.

/s/ Paul K. Ito

Paul K. Ito

Senior Vice President, Chief Financial Officer,

Treasurer and Controller

EX-99.1

Exhibit 99.1

 

 

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

 

Second Quarter 2015

(Unaudited)

About This Supplement Update

 

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

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

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

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

Alexander & Baldwin, Inc. │Real Estate Supplement Update

 

Index to Real Estate Supplement Update

(Unaudited)

Second Quarter 2015

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

1

Forward-Looking Statements

 

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

Basis of Presentation

 

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

2

Real Estate Leasing Segment – Asset Descriptions and Statistics

 

Table 7

Property Detail - Hawaii

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

Table 7 continued on the next page

3

Table 7

Property Detail - Hawaii (Continued from previous page)

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

¹ Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.

² See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.

³ On May 1, 2015, the Company acquired the ground leasee’s interest in Aikahi Park Shopping Center in Kailua. NOI prior to the close date is included in Kailua Ground Leases and NOI after the close date is included in Kailua Retail.

⁴ Kaneohe Bay Shopping Center is a leasehold property.

⁵ Includes ground leased income.

⁶ Includes 64 of ground leased urban acres.

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

4

Table 8

Property Detail - Mainland

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

¹ Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.

² See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.

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

5

Table 9

Comparable % Occupancy Data by Geographic Region and Asset Class

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

Table 10

Weighted Average Gross Leasable Area by Geographic Region and Asset Class

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

Table 11

Occupancy Trend Analysis – Last Five Quarters¹

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

¹ Number of properties is as of quarter end.

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

6

Table 12

Real Estate Leasing Net Operating Income (NOI)

(in millions)

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

Table 13

Real Estate Leasing Same Store NOI¹

(in millions)

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

¹ Same Store NOI relates to properties that were operated throughout the duration of both periods under comparison.

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

7

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

 

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

Table 14

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

(in millions)

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

¹ NOI related to properties that were operated throughout the duration of both periods under comparison.

8

Portfolio Acquisitions and Dispositions

 

Table 15

2015 Property Portfolio Acquisitions/Dispositions

Property acquired in 2015	Acquisition date (month/year)	Acquisition price (in millions)		Gross leasable area (sq. ft.)		Leased percentage at acquisition
Aikahi Park Shopping Center - Improved Property	5/15	$	2		98,011		86

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

2014 Property Portfolio Acquisitions/Dispositions

Property acquired in 2014	Acquisition date (month/year)	Acquisition price (in millions)		Gross leasable area (sq. ft.)		Leased percentage at acquisition
Kakaako Commerce Center	12/14	$	39		204,400		90

Property disposed in 2014	Disposition date (month/year)	Disposition price (in millions)		Gross leasable area (sq. ft.)		Leased percentage at disposition
Maui Mall	1/14	$	64		185,700		97

9