UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-565
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ALEXANDER & BALDWIN, INC.
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(Exact name of registrant as specified in its charter)
HAWAII 99-0032630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 3440, HONOLULU, HAWAII 96801
822 BISHOP STREET, HONOLULU, HAWAII 96813
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(Address of principal executive (Zip Code)
offices)
(808) 525-6611
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(Registrant's telephone number, including area code)
N/A
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(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 / /
Number of shares of common stock outstanding as of
September 30, 2002: 41,207,861
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements and notes for the third quarter and first
nine months of 2002 are presented below, with comparative figures from the 2001
financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Operating revenue $ 290,555 $ 258,262 $ 796,423 $ 803,271
Interest, dividends and other 3,186 3,392 7,333 23,422
--------- --------- --------- ---------
Total revenue 293,741 261,654 803,756 826,693
--------- --------- --------- ---------
Costs and Expenses:
Costs of goods sold, services and rentals 239,355 206,737 663,848 638,337
Selling, general and administrative 26,071 23,572 79,498 73,020
Interest 2,945 4,330 8,962 14,979
--------- --------- --------- ---------
Total costs and expenses 268,371 234,639 752,308 726,336
Income Before Taxes 25,370 27,015 51,448 100,357
Income taxes 9,084 9,972 18,274 37,068
--------- --------- --------- ---------
Income From Continuing Operations 16,286 17,043 33,174 63,289
Discontinued Operations (net ofincome taxes):
Properties 1,539 820 7,655 2,456
Agriculture -- (551) -- (1,485)
--------- --------- --------- ---------
Net Income $ 17,825 $ 17,312 $ 40,829 $ 64,260
========= ========= ========= =========
Basic Earnings Per Share:
From continuing operations $ 0.40 $ 0.42 $ 0.81 $ 1.56
Discontinued operations 0.03 -- 0.19 0.02
--------- --------- --------- ---------
Net income $ 0.43 $ 0.42 $ 1.00 $ 1.58
========= ========= ========= =========
Diluted Earnings Per Share:
From continuing operations $ 0.40 $ 0.42 $ 0.81 $ 1.56
Discontinued operations 0.03 -- 0.18 0.02
--------- --------- --------- ---------
Net income $ 0.43 $ 0.42 $ 0.99 $ 1.58
========= ========== ========= =========
Dividends Per Share $ 0.225 $ 0.225 $ 0.675 $ 0.675
Average Number of Shares Outstanding 41,156 40,567 40,939 40,548
See notes to financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
INDUSTRY SEGMENT DATA, NET INCOME
(In thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Ocean Transportation $ 234,754 $ 207,828 $ 650,572 $ 607,649
Property Development and Management:
Leasing 18,760 18,103 53,980 52,689
Sales 7,465 5,063 61,372 77,302
Less amounts reported in discontinued
operations (3,248) (2,411) (42,129) (7,324)
Food Products 36,010 32,268 79,961 78,529
Other -- 803 -- 17,848
--------- --------- --------- ---------
Total revenue $ 293,741 $ 261,654 $ 803,756 $ 826,693
========= ========= ========= =========
Operating Profit, Net Income:
Ocean Transportation $ 18,307 $ 24,245 $ 35,632 $ 60,413
Property Development and Management:
Leasing 8,647 8,704 24,505 26,123
Sales 2,346 (405) 14,198 15,362
Less amounts reported in discontinued
operations (2,483) (1,323) (12,347) (3,962)
Food Products 4,849 2,235 7,977 9,546
Other -- 767 -- 17,714
--------- --------- --------- ---------
Total operating profit 31,666 34,223 69,965 125,196
Interest Expense (2,945) (4,330) (8,962) (14,979)
Corporate Expenses (3,351) (2,878) (9,555) (9,860)
--------- --------- --------- ---------
Income From Continuing Operations Before
Taxes 25,370 27,015 51,448 100,357
Income Taxes (9,084) (9,972) (18,274) (37,068)
--------- --------- --------- ---------
Income From Continuing Operations 16,286 17,043 33,174 63,289
Discontinued Operations (net of income taxes):
Properties 1,539 820 7,655 2,456
Agriculture -- (551) -- (1,485)
--------- --------- --------- ---------
Net Income $ 17,825 $ 17,312 $ 40,829 $ 64,260
========= ========= ========= =========
See notes to financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(In thousands)
SEPTEMBER 30, December 31,
2002 2001
---- ----
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 8,950 $ 19,291
Accounts and notes receivable, net 144,506 130,491
Inventories 17,369 16,280
Real estate and other assets held for sale 48,279 35,584
Deferred income taxes 12,637 9,324
Prepaid expenses and other assets 13,660 13,044
Accrued deposits to Capital Construction Fund -- (4,000)
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Total current assets 245,401 220,014
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Investments 35,096 33,021
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Real Estate Developments 51,670 47,840
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Property, at cost 1,739,598 1,816,679
Less accumulated depreciation and amortization 813,796 839,631
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Property _ net 925,802 977,048
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Capital Construction Fund 206,894 158,737
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Other Assets 116,841 107,759
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Total $1,581,704 $1,544,419
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion of long term debt $ 7,500 $ 19,900
Accounts payable 78,419 78,911
Other 58,192 96,758
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Total current liabilities 144,111 195,569
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Long-term Liabilities:
Long-term debt 251,378 207,378
Deferred income taxes 359,936 338,709
Post-retirement benefit obligations 42,652 42,915
Other 43,607 49,181
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Total long-term liabilities 697,573 638,183
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Shareholders' Equity:
Capital stock 33,799 33,328
Additional capital 82,414 66,659
Retained earnings 635,591 622,615
Cost of treasury stock (11,784) (11,935)
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Total shareholders' equity 740,020 710,667
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Total $1,581,704 $1,544,419
========== ==========
See notes to financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30,
2002 2001
---- ----
(unaudited)
Cash Flows from Operating Activities $ 43,214 $ 106,637
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Cash Flows from Investing Activities:
Capital expenditures (33,010) (81,430)
Proceeds from disposal of property and other assets 19,201 --
Proceeds from sale of investments -- 16,217
Capital Construction Fund, net (52,157) (1,983)
Other (6,300) 3,564
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Net cash used in investing activities (72,266) (63,632)
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Cash Flows from Financing Activities:
Proceeds from issuances of long-term debt 73,000 6,000
Payments of long-term debt (29,000) (30,500)
Net proceeds (payments) of short-term debt (12,400) --
Proceeds from issuances of capital stock 14,727 3,409
Repurchases of capital stock -- (2,270)
Dividends paid (27,616) (27,382)
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Net cash from (used in) financing activities 18,711 (50,743)
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Net Decrease in Cash and Cash Equivalents $ (10,341) $ (7,738)
========== ==========
Other Cash Flow Information:
Interest paid, net of amounts capitalized $ (8,888) $ (17,539)
Income taxes paid, net of refunds (43,914) (19,855)
Other Non-cash Information:
Accrued deposit to Capital Construction Fund, net (4,000) (3,620)
Depreciation expense (52,940) (56,041)
Tax-deferred property sales 40,332 29,624
Tax-deferred property purchases (38,584) (42,257)
Change in unrealized holding gains -- 7,432
See notes to financial statements.
FINANCIAL NOTES
(Unaudited)
(a) The Condensed Balance Sheet as of September 30, 2002, the Condensed
Statements of Income for the three months and nine months ended September
30, 2002 and 2001, and the Condensed Statements of Cash Flows for the nine
months ended September 30, 2002 and 2001 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. In the
opinion of management, all material adjustments necessary for the fair
presentation of interim period results have been included in the interim
financial statements.
(b) The 2002 estimated effective annual income tax rate differs from the
statutory rate, due primarily to the favorable settlement of prior years'
federal and state tax audits. The 2001 estimated effective annual income
tax rate differs from the statutory rate, due primarily to the dividends-
received deduction, various tax credits, and the charitable donation of
appreciated stock.
(c) As described in Note 13 to the 2001 financial statements included in Item
8 of the Company's 2001 Form 10-K, the State of Hawaii Department of
Taxation (State) had informed the Company that it believes a portion of
the Company's ocean transportation revenue is subject to the Public
Service Company tax. The Company strongly disagrees with the State's tax
position, but if the State were to prevail fully, the amount of the claim
could be material. Discussions with the State are continuing and the
Company believes that the ultimate resolution of this matter will not have
a material adverse effect on its results of operations or financial
position.
(d) Accounting for and Classification of Discontinued Operations: The Company
adopted Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," on
January 1, 2001. This standard requires the classification of the sales
of certain income-producing assets as discontinued operations if the
operations and cash flows of the assets can be clearly distinguished from
the remaining assets of the Company, if the cash flows for the assets have
been, or will be, eliminated from the ongoing operations of the Company,
if the Company will not have a significant continuing involvement in the
operations of the assets sold and if the amount is considered material.
Certain assets that are "held for sale," based on the likelihood and
intention of selling the property within 12 months, are also treated as
discontinued operations. Depreciation on these assets is discontinued
upon reclassification. Sales of land and residential houses are generally
considered inventory and are not included in discontinued operations.
(e) Commitments that are not included in the Company's Condensed Balance Sheet
at September 30, 2002 include a guarantee by Matson of $31,500,000 of debt
of an unconsolidated affiliate, a Company guarantee of up to $15,000,000
of debt of a sugar marketing and transportation cooperative, performance
bonds totaling $14,505,000, and standby letters of credit totaling
$20,996,000. Based on the Company's current knowledge, it is not expected
that the Company or its subsidiaries will be called upon to advance funds
under these commitments. Additional discussion of these commitments is
contained in Item 2 of this Form 10-Q.
(f) Certain amounts have been reclassified to conform to the current year's
presentation. These amounts include the revenue and operating profit of
real estate assets designated as discontinued operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------
The following analysis of the 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.
FORWARD-LOOKING STATEMENTS
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, 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. These forward-looking statements 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: (1) the timing and
outcome of current West Coast and Hawaii labor negotiations; (2) the effect of
wait times to access West Coast ports on vessel schedule integrity; (3) labor
relations in Hawaii, the U.S. West Coast, Guam and other locations where the
Company has operations; (4) impact on the Company of acts of terrorism;
(5) economic conditions in Hawaii and elsewhere; (6) market demand;
(7) competitive factors and pricing pressures in the Company's primary markets;
(8) legislative and regulatory environments at the federal, state and local
levels, such as government rate regulations, land-use regulations, government
administration of the U.S. sugar program, and modifications to or retention of
cabotage laws; (9) acts of nature, including but not limited to, drought,
greater than normal rainfall and hurricanes; (10) fuel prices; (11) raw sugar
prices; (12) risks associated with current or future litigation and resolution
of tax issues with the IRS and state tax authorities; (13) the performance of
unconsolidated affiliates and ventures; and (14) other risk factors described
elsewhere in these communications and from time to time in the Company's
filings with the SEC.
THIRD QUARTER AND FIRST NINE MONTHS OPERATING RESULTS AND EVENTS
Operating Results: Net income for the third quarter of 2002 was $17,825,000,
or $0.43 per basic share. Net income for the comparable period of 2001 was
$17,312,000, or $0.42 per basic share. Revenue in the third quarter of 2002
was $293,741,000, compared with revenue of $261,654,000 in the third quarter
of 2001.
Net income for the first nine months of 2002 was $40,829,000, or $1.00 per
basic share, compared with $64,260,000, or $1.58 per basic share in the first
nine months of 2001. Net income for the first nine months of 2001 included a
gain of $9,400,000, or $0.23 per basic share, due to the sale of the Company's
investment in Pacific Century Financial Corporation ("Pacific Century")
(NYSE:BOH). Excluding this gain on sale, net income decreased by $14,031,000,
compared with the first nine months of 2001. Revenue for the first nine months
of 2002 was $803,756,000, compared with $826,693,000 in the first nine months
of 2001.
Lower interest expense in 2002 reflects both lower rates and decreased debt
balances. Corporate expenses for 2002 were slightly below the prior year. The
Company's effective tax rate is 36 percent for 2002, the same rate as 2001.
RESULTS OF SEGMENT OPERATIONS -
THIRD QUARTER 2002 COMPARED WITH THE THIRD QUARTER 2001
OCEAN TRANSPORTATION revenue of $234,754,000 for the third quarter of 2002
increased 13 percent from the $207,828,000 reported in the third quarter of
2001. The principal source of the higher revenue was increased intermodal
services business, an activity that generates significant revenue but has lower
profit margins than Matson's other businesses. Accordingly, the increase in
revenue did not result in a comparable effect on the segment's operating
profit.
Operating profit of $18,307,000 decreased 24 percent from the $24,245,000
reported in the third quarter of 2001. Container volume in the Hawaii service
was two percent higher than in the third quarter of 2001, reflecting a small
increase in both westbound container volume and lower-margin westbound contract
carriage. Automobile volume in the Hawaii service was 22 percent higher than
the third quarter of 2001, due primarily to increased rental car activity and
rental fleet replacements in Hawaii. Container volume in the Guam service
declined by five percent compared with the third quarter of 2001.
The benefit of increased Hawaii service container and automobile volumes and
lower expenses that resulted from operating seven ships in the Hawaii trade,
versus eight a year ago, were more than offset by higher cargo handling costs
at the West Coast ports and at Sand Island (Honolulu), higher fuel costs, and
higher vessel operating costs. Also contributing to lower operating profit
were higher pension and medical benefit expenses, the one-time 2001 gain from
the sale of two tugboats, a 2002 increase in allowance for doubtful accounts,
and the West Coast port lockout.
The higher Sand Island costs were the result of a conversion of terminal
operations and were not related to the labor matters (discussed below).
Productivity at the Company's Sand Island container terminal improved modestly
compared with the first and second quarters of 2002.
In May 2002, the International Longshore and Warehouse Union ("ILWU") and the
Pacific Maritime Association ("PMA"), of which Matson is a member, began
negotiations on the contract that governs longshore labor for U.S. Pacific
Coast marine terminals. Along with wages and benefits, the principal
negotiating issues are the use of technology in marine terminal operations and
the modification of certain work rules.
The Pacific Coast Longshore Contract was scheduled to expire on July 1, 2002.
Following short-term contract extensions, on September 2, 2002, the ILWU
declined to continue extending the contract. This action was followed by work
slowdowns at all U.S. West Coast ports in what terminal operators considered a
"strike with pay." On September 29, the PMA ordered terminal operators and
shippers to close 29 West Coast ports; Matson operates ships through four of
these ports. On October 5, the PMA and the ILWU agreed to exempt Hawaii from
the lockout. On October 8, following unsuccessful efforts by federal mediators
to resolve the deadlock, President George W. Bush, invoking provisions of the
Taft-Hartley Act, requested that the San Francisco Federal Court issue an order
requiring that the ports be reopened and longshore workers be ordered back to
work for an 80-day cooling off period. The Federal Court approved the order
and the ports were re-opened on October 8.
Because the lockout began late in September, its negative impact on operating
profit for the quarter was only $1.1 million. This reduction resulted from the
deferral of some cargo carriage and the termination of some voyages. Although
the total impact for the fourth quarter cannot be estimated, it could be
material. The principal factors that would affect earnings include
productivity in West Coast port terminals, wait times for the Company's ships
to access West Coast berths, vessel schedule disruptions, the addition of an
eighth ship to the Hawaii service, availability and repositioning of containers
and chassis, any benefit increases negotiated with the ILWU, and rate actions.
The Hawaii labor agreement with the ILWU Local 142 also was scheduled to expire
on July 1, 2002, and subsequently was being extended on a day-to-day basis.
Although discussions about local issues are continuing, this contract is not
expected to be renewed until after the West Coast negotiations are completed.
Due to continuing increases in fuel prices, Matson increased its fuel surcharge
from 4.75 percent to six percent in its Hawaii service, effective October 20,
2002.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING operating profit, before removing
amounts treated as discontinued operations, was $8,647,000 for the third
quarter of 2002, or one percent lower than in the third quarter of 2001. This
decrease was the result of lower occupancies for Mainland properties, due
mainly to the bankruptcy of two tenants, partially offset by contributions from
properties acquired in 2002. Third quarter 2002 occupancy levels for Mainland
properties averaged 92 percent, versus 94 percent in the third quarter of 2001.
Occupancy levels for Hawaii properties averaged 90 percent for the third
quarter of 2002 compared with 91 percent for the third quarter of 2001.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue and operating profit
(before subtracting amounts treated as discontinued operations) of $7,465,000
and $2,346,000, respectively, for the third quarter of 2002 were primarily the
result of three business parcel sales and 12 residential properties on Maui.
Sales revenue of $5,063,000 and an operating loss of $405,000 for the third
quarter of 2001 were the result of the sale of eight residential properties on
Maui and from overhead and administrative costs in excess of operating profit
from those property sales. This variability in sales and operating profit is
an inherent characteristic of property sales activity.
DISCONTINUED OPERATIONS: PROPERTIES - During the third quarter, two Maui
business parcel sales and three commercial properties on the Mainland that the
Company intends to sell within 12 months, were designated as discontinued
operations. The carrying value of the three unsold Mainland properties were
reclassified to current assets and included under the caption of "Real estate
held for sale" and, as required, the Company discontinued recording
depreciation on these properties during the third quarter. The revenue and
operating profit generated from these properties during the third quarter were
removed from continuing operations. The after-tax operating profit for the
third quarter of 2001, which was reclassified as discontinued operations to be
consistent with the current accounting treatment, totaled $820,000. Following
the sales of these three properties, the Company intends to reinvest the
proceeds in qualifying properties on a tax-deferred basis.
FOOD PRODUCTS revenue of $36,010,000 for the third quarter of 2002 was 12
percent higher than the $32,268,000 reported in the third quarter of 2001.
Operating profit of $4,849,000 for the third quarter of 2002 more than doubled
from $2,235,000 in the third quarter of 2001. The increase in operating profit
was due primarily to higher domestic raw sugar prices, higher sugar and
molasses production, and increased earnings from A&B's minority investment in
C&H Sugar Company (C&H). Sugar production for the third quarter was
approximately 4,000 tons, or six percent, above the third quarter of 2001,
reflecting modestly improved factory production and better weather.
RESULTS OF SEGMENT OPERATIONS -
FIRST NINE MONTHS OF 2002 COMPARED WITH THE FIRST NINE MONTHS OF 2001
OCEAN TRANSPORTATION revenue of $650,572,000 for the first nine months of 2002
was seven percent higher than the $607,649,000 reported in the first three
quarters of 2001. As with the third quarter comparison, the higher revenue
was due mainly to the increased, but low-margin, intermodal service business.
Operating profit of $35,632,000 declined 41 percent from $60,413,000 in the
first nine months of 2001. The decline in operating profit resulted primarily
from (1) higher cargo handling costs, due to lower productivity at Matson's
Sand Island terminal and, more recently, disruptions in West Coast ports,
(2) the post September 11, 2001 economic effects on cargo volumes, (3) higher
pension expense, (4) higher net fuel costs, (5) the 2001 gain from the sale of
two tugboats, (6) barge drydockings in Hawaii early in 2002 that increased
third-party service costs, and (7) a write-off of assets made obsolete by the
replacement of two cranes at the Company's Sand Island terminal. These
unfavorable factors were offset partially by operating one less vessel in the
Hawaii service during 2002 and contract cargo carriage. Matson's share of the
Sea Star and SSAT joint venture losses (see caption "Joint Ventures") was
slightly less than its share of losses recorded in 2001.
For the first nine months of 2002, compared with the comparable 2001 period,
Hawaii service container volume was two percent higher, Hawaii service
automobile volume was five percent lower and Guam cargo carriage was eight
percent lower.
In January 2002, Matson sold two vessels to Sea Star for $17,000,000, which
approximated the vessels' carrying value.
During the second quarter, Matson entered into an agreement with Kvaerner
Philadelphia Shipyards, Inc. to purchase two container ships at a cost of
approximately $110 million each. The cost is expected to be funded with the
Capital Construction Fund, which will require a restructuring of external
borrowings. The first ship is expected to be delivered in mid-2003, with the
second ship to be delivered in 2004. No significant payments are required
until the delivery of the first ship and the contract can be unilaterally
terminated by Matson up to March 31, 2003, after which time it becomes binding.
Further, Matson can waive this right prior to December 31, 2002 in exchange for
vessel price reductions.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue (before subtracting
amounts treated as discontinued operations) was $53,980,000 for the first nine
months of 2002, or two percent higher than the $52,689,000 in the first nine
months of 2001. Operating profit, also before subtracting discontinued
operations, was $24,505,000 for the first nine months of 2002, or six percent
lower than the $26,123,000 earned in the first nine months of 2001. The
decrease in operating profit was due primarily to lower overall occupancy in
both Mainland and Hawaii properties. Year-to-date 2002 occupancy levels for
Mainland properties averaged 91 percent, versus 93 percent in the first nine
months of 2001. Year-to-date 2002 occupancy levels for Hawaii properties
averaged 88 percent, versus 90 percent in the comparable period of 2001.
Mainland occupancy declined, due principally to vacancies resulting from two
tenant bankruptcies. Hawaii occupancy declined, due primarily to an office
vacancy that occurred in September 2001 and which was not re-tenanted until
July 2002.
As with any large real estate portfolio of commercial properties, occupancy
levels will vary between reporting periods based on known lease expirations,
unanticipated lease terminations, and properties sold and purchased in the
interim periods. The Company's portfolio includes leases covering a wide range
of space sizes and income, with no necessary correlation between lease size and
lease income. For example, a large lease covering 480,000 square feet of
industrial warehouse space in Ontario, California, will expire in December
2002. Although this lease constitutes approximately 10% of the total space in
the Company's portfolio, it represents only 2.5% of the portfolio's annual
leasing revenue. As in the case of all space that is vacant or anticipated to
be vacant, this industrial space is being actively marketed, although no
replacement tenant has yet been secured.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES (before subtracting amounts treated
as discontinued operations) revenue of $61,372,000 and operating profit of
$14,198,000 in the first nine months of 2002 were primarily the result of sales
of a seven-building distribution complex in Texas, a number of smaller Hawaii
commercial properties, 23 residential properties, a small shopping center in
Colorado, an 85-acre parcel in Upcountry Maui and five business parcels. Sales
revenue of $77,302,000 and operating profit of $15,362,000 in the first nine
months of 2001 included the sale of a commercial lot to Wal-Mart, three
commercial properties in Washington state, a four-acre parcel on Maui, 75
residential properties and four business parcels.
DISCONTINUED OPERATIONS: PROPERTIES - During the first nine months of 2002, the
sales of a seven-building distribution complex in Texas, a land parcel subject
to a ground lease, a Colorado shopping center, two commercial properties on
Maui and the planned sales, within the next 12 months, of three commercial
properties on the Mainland, met the criteria for classification as discontinued
operations. The after-tax gain on the sales and the earnings of these
properties, including the income generated from the three properties that are
held for sale, totaled $7,655,000, or $0.19 per share, for the first nine
months of 2002, and are classified under the caption "Discontinued
Operations: Properties." The revenue and operating profit generated from these
properties in prior years were reclassified from continuing operations for
consistency with the current treatment. The after-tax operating profit during
the first nine months of 2001 that was reclassified as discontinued operations
for the properties noted above totaled $2,456,000, or $0.06 per share for 2001.
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.
As permitted by SFAS No. 144, comparable property sales that were initiated
prior to the Company's adoption of this accounting standard on January 1, 2001
were not reported as discontinued operations. The 2001 first nine months
includes the sales of three properties in Washington State for an aggregate
price of $15.6 million and a $2.1 million after-tax gain, all of which were
initiated prior to the adoption of the new standard.
FOOD PRODUCTS revenue of $79,961,000 for the first nine months of 2002 was
two-percent higher than the $78,529,000 reported for the comparable period of
2001. Operating profit for the first nine months of 2002 was $7,977,000
compared with $9,546,000 in the first nine months of 2001. This decrease was
due primarily to a first quarter 2001 one-time $5,000,000 (pre-tax)
distribution from Hawaiian Sugar & Transportation Cooperative ("HS&TC"), the
cooperative that transports and markets Hawaii sugar.
As of September 30, 2002, the Company had forward or market-priced 75 percent
of its expected total-year sugar production at approximately $21.36/cwt. The
New York No. 14 Contract settlement price, which is the benchmark for most of
the Company's raw sugar sales, averaged $21.09/cwt during 2001, and averaged
$20.54/cwt for the first nine months of 2002. Sugar production and costs in
2001 were affected adversely by drought conditions. Even with the wet
harvesting conditions in early 2002, total year production is expected to be
slightly higher than the 191,512 tons produced during 2001, but weather
conditions, which can change quickly and unexpectedly, could affect production
adversely. Additionally, the shipment of supplies for off-season repairs and
operations could be affected adversely by the West Coast port disruptions.
Approximately 95 percent of the Company's sugar production is sold to HS&TC
under a standard marketing contract. HS&TC sells all of the sugar it purchases
through the contract to C&H under an agreement for delivery and sale of raw
sugar. These agreements expire in June 2003 and the Company anticipates that
they will be renewed prior to that time, or extended on terms similar to the
existing agreements.
Coffee production for 2002 is expected to be lower than the 3.8 million pounds
produced in 2001. Coffee prices have recently improved, but continue to be
affected by world oversupply adversely.
In 2001, the Company ceased the operations of and abandoned its panelboard
manufacturing business operated by Hawaiian DuraGreen, Inc., a wholly owned
subsidiary of the Company (reported in 2001 discontinued operations). This is
discussed further in Item 8 of the Company's Form 10-K for the year ended
December 31, 2001. Although the costs of substantially all the assets of the
business were written off in 2001, the Company is pursuing the possible sales
of the business's production equipment.
OTHER operating profit for the first nine months of 2001 included the
previously noted gain from the sale ofthe Company's investment in Pacific
Century. The "Other" segment is no longer being reported, due to the sale of
the Company's investment in Pacific Century and, to the sale in December 2001,
of its investment in BancWest Corporation. Both of these sales were described
in the Company's 2001 Form 10-K, Item 8, Note 5.
FINANCIAL CONDITION, LIQUIDITY, FINANCING ARRANGEMENTS AND CASH FLOWS
Liquid Resources: The Company's principal liquid resources, comprising cash
and cash equivalents, receivables, sugar and coffee inventories and unused
lines of credit, less accrued deposits to the Capital Construction Fund
("CCF"), totaled $503,556,000 at September 30, 2002, a decrease of $24,300,000
from December 31, 2001. This net decrease was due primarily to $33,000,000
in higher drawn balances on variable rate facilities (including both short-
and long-term facilities) following the payment of federal income taxes related
to the December 2001 bank stock sales and deposits into the CCF, and lower cash
balances, partially offset by higher receivables of $14,000,000. Matson
renewed, and extended for two years, its $50,000,000 and $40,000,000 revolving
credit facilities.
Balance Sheet: Working capital was $101,290,000 at September 30, 2002, an
increase of $76,845,000 from the balance carried at the end of 2001. The
higher working capital was due primarily to the payment of federal income taxes
in early 2002 (which were unusually high at December 31, 2001, due to the gain
realized from the December 2001 sale of the Company's BancWest Corporation
holdings), higher real estate inventory held for sale (due principally to
classification of three commercial properties as held for sale), higher trade
receivables (due principally to increased intermodal and ocean freight
revenue), seasonally higher sugar and coffee inventories and a reduction in the
current portion of long-term debt, partially offset by lower cash balances.
During 2002, the Company deposited approximately $52,500,000 into the CCF and
withdrew, for qualified purposes, approximately $4,500,000. This net increase
reflects contributions from the sale of two vessels in early 2002 and other
payments to prepare for Matson's planned purchase of two new ships in 2003 and
2004. Long-term debt increased $44,000,000 since the end of 2001, reflecting
a combination of operating, working capital, and capital expenditure needs.
Property, at cost, before accumulated depreciation and amortization, declined
by $77,081,000 since December 31, 2001. This reflects the reclassification
$38,030,000 in assets that are expected to be sold within the next year to real
estate held for sale, the write-off of fully depreciated capitalized software
and hardware of approximately $33,600,000, and the disposal of substantially
depreciated straddle carriers, cranes and other equipment totaling
approximately $32,000,000. These reductions in Property were partially offset
by current year capital expenditures of approximately $33,010,000 and the
purchases of new commercial real estate property with $38,584,000 of proceeds
from the sales of real property on a tax-deferred basis. This latter item is
more fully described under the caption "Tax-Deferred Real Estate Exchanges."
Capital expenditures for 2002 were primarily for commercial real estate,
information systems, and vessel modifications.
Other Financing Arrangements: Other financing arrangements in effect at the
end of the third quarter included (1) a guarantee by Matson of $31,500,000 of
debt of Sea Star, an unconsolidated affiliate, (2) a Company guarantee of up
to $15,000,000 of debt of HS&TC under its $30,000,000 revolving credit
agreement, (3) standby letters of credit totaling $20,996,000 and (4) bonds
totaling $14,505,000. These amounts are not recorded on the Company's balance
sheet and, based on the Company's current knowledge, it is not expected that
the Company or its subsidiaries will be called upon to advance funds under
these commitments.
It is expected that the $31,500,000 Sea Star debt guarantee will be reduced,
over time, following the change that reduced Matson's ownership interest in
that venture that is described under the caption "Joint Ventures." On
October 31, 2002, that guarantee was reduced to $29,700,000.
HS&TC's $30,000,000 credit line is used primarily to fund purchases of raw
sugar from the Hawaii growers and is fully secured by the inventory,
receivables and transportation assets of the cooperative. The amount drawn
by HS&TC under the facility is limited to 95 percent of its inventory value
plus up to $15 million of its receivables. The Company's guarantee is limited
to the lesser of $15,000,000 or the actual amounts drawn. Although the amount
drawn by HS&TC on its credit line varies, as of September 30, 2002, the amount
drawn was $13,000,000.
The standby letters of credit include one letter of credit for $4,339,000 for
workers' compensation claims incurred by C&H employees prior to December 25,
1998 under a now-closed self-insurance plan. The Company only would be called
upon to honor this letter of credit in the event of C&H's insolvency. The
remaining letters enable the Company to qualify as a self-insurer for state and
federal workers' compensation liabilities and provide construction performance
guarantees.
Of the $14,505,000 in bonds, approximately $6.4 million are subdivision bonds
related to real estate construction projects in Hawaii. These bonds are
required either by the state or by county governments to ensure that certain
infrastructure work required as part of real-estate development is completed as
required. The Company has the financial ability and intention to complete
these improvements. Matson has approximately $5.3 million of customs bonds
and $2.3 million of performance bonds.
Cash Flows: Cash Flows from Operating Activities were $43,214,000 for the
first nine months of 2002, compared with Cash Flows from Operating Activities
of $106,637,000 for the first nine months of 2001. This decline of $63.4
million was due principally to the timing of payments for income taxes that, in
large part, resulted from the December 2001 sale of the Company's stock in
BancWest Corporation, changes in accounts and notes receivable, and the timing
of sales and expenditures for real estate development projects that are
classified as a current asset as Real Estate Held for Sale.
OTHER MATTERS
Significant Accounting Policies: The Company's significant accounting policies
are described in Note 1 of the 2001 consolidated financial statements included
in Item 8 of the Company's Form 10-K for the year ended December 31, 2001.
There have been no changes to the policies since that filing.
Significant Estimates: The preparation of the condensed consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported.
The more significant of these include (1) assumptions underlying the
calculation of pension, post-retirement, and non-qualified benefit obligations
and costs, (2) assumptions underlying the carrying value of investments,
(3) the estimation of allowances for doubtful accounts, (4) the estimation of
liabilities for self-insurance programs, (5) the calculation and classification
of tax obligations and provisions prior to completion of tax returns and
completion of taxing authority audits, (6) the application of cost accounting
methods for sugar, molasses and coffee inventory and cost of sales,
(7) depreciable lives and salvage values for fixed assets, (8) liabilities for
environmental assessments and remedial efforts, (9) estimates of joint venture
earnings or losses prior to the issuance of final annual joint venture
financial statements, (10) accruals for obligations incurred but not yet billed
to the Company, and (11) recoverability of claims from losses under insurance
coverage. The Company believes that the methods it uses to determine these
estimated amounts comply with generally accepted accounting principles
consistently applied.
Investments: The Company has the following principal joint ventures, each of
which is accounted for following the equity method of accounting:
Kukui'Ula Development Company: During 2002, the Company accelerated
development plans for its Kukui'Ula project on the island of Kauai by entering
into a joint venture with an affiliate of DMB Associates. It is anticipated
that the Company will contribute to the venture, in late 2002, land and
existing improvements, totaling approximately $27 million. DMB will fund all
future development costs, subject to an option available to the Company that
diminishes over time, to participate in a portion of that funding. The
Kukui'Ula project comprises 1,045 acres on the southern coast of Kauai,
adjacent to the Poipu resort. The project consists of 837 acres fully entitled
for a resort, an 18-hole golf course, residential and commercial use, and parks
and open space. The remaining 208 acres are partially entitled.
Kai Lani and HoloHolo Ku: The Company has a limited partnership interest in
Kai Lani, a partnership that is building 116 townhouse condominium units at
Ko'Olina, a resort community on the island of Oahu. It also has a limited
partnership interest in HoloHolo Ku, a partnership that is building 44 single-
family condominium ranch homes bordering Parker Ranch pastures in Waimea on the
island of Hawaii. The Company has notes receivable totaling $6.6 million from
these two partnerships.
SSA Terminals: Matson's ownership interest in SSA Terminals, LLC ("SSAT"), a
West Coast stevedoring and terminal service provider, was reduced to 35 percent
from 49.5 percent, because of an agreement to eliminate the majority owner's
preferred cash return.
Sea Star Line, LLC: The operating agreement for Sea Star Line, LLC ("Sea
Star"), an ocean transportation venture carrying cargo between Florida and
Puerto Rico in which Matson is a minority owner, was revised when Matson chose
not to participate with other owners in capital calls associated with
acquisition of the assets of a bankrupt Puerto Rico competitor. As a result,
Matson's ownership interest in Sea Star was reduced from 45 percent to
approximately 20 percent.
C&H Sugar Company: The Company owns approximately 36 percent of C&H Sugar
Company's ("C&H") common voting stock, 40 percent of its junior preferred
stock, and 100 percent of its senior preferred stock. Approximately 95 percent
of the Company's Maui sugar production is sold to C&H through an intermediary
raw sugar marketing and transportation cooperative, Hawaiian Sugar &
Transportation Cooperative.
Charter Agreement: Matson and American President Lines, Ltd. ("APL") are
parties to the Successor Alliance Slot Hire and Time Charter Agreement dated
January 28, 1998 ("Agreement"). This Agreement provides the structure of an
alliance through which Matson provides a weekly service to Guam. Pursuant to
this eight-year Agreement, Matson time charters three C-9 class vessels to APL
and APL reserves a designated number of container slots on each vessel for
Matson's exclusive use. This Agreement generates revenue of approximately $2.9
million per month for Matson.
Tax-Deferred Real Estate Exchanges: During the first nine months of 2002, the
Company recorded, on a tax-deferred basis, real-estate sales of $40,332,000.
The proceeds from these sales were immediately available for reinvestment in
replacement property on a tax-deferred basis. The funds from these sales were
held in escrow pending future use to purchase new real estate assets. These
amounts are not included in "Cash Flows from Operating Activities" and "Capital
Expenditures," but are reported under the caption "Other Non-cash Information"
in the Condensed Statements of Cash Flows. There were two purchases during the
first nine months of 2002 that utilized $38,584,000 of these escrowed funds.
Composition of Property Sales: The mix of property sales in any year or
quarter can be diverse. Sales 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 a greater contribution to earnings
than does the sale of developed and commercial property, due to the low
historical-cost basis of the Company's Hawaii land. Consequently, property
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. The reporting of property sales
is also affected by the classification of certain property sales as
discontinued operations.
New and Proposed Accounting Standards: Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," became
effective and was adopted by the Company on January 1, 2002. This statement
addresses how intangible assets, including goodwill, should be accounted for in
the consolidated financial statements. The adoption of the standard had no
material effect on the Company's financial statements.
SFAS No. 143, "Accounting for Asset Retirement Obligations" becomes effective
in January 2003. This statement addresses accounting and reporting for
obligations and costs that will occur when long-term assets are retired. Among
other things, the statement requires that the present value of the liability
associated with future asset retirements be recorded on the balance sheet when
an obligation has been incurred and when it can be measured. The amortization
of the capitalized cost and increases in the present value of the obligation
which result from the passage of time, are recorded as charges to earnings.
The possible financial impacts of this standard, when it is adopted by the
Company in January 2003, are not yet known, but are being assessed.
The Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," on January 1, 2001. This standard requires the
classification of the sales of certain income-producing assets as discontinued
operations if the operations and cash flows of the assets can clearly be
distinguished from the remaining assets of the Company, if the cash flows for
the assets have been, or will be, eliminated from the ongoing operations of the
Company, if the Company will not have a significant continuing involvement in
the operations of the assets sold and if the amount is considered material.
Certain assets that are "held for sale," based on the likelihood and intention
of selling the property within 12 months, are also treated as discontinued
operations. Upon reclassification, depreciation of the assets is discontinued.
Sales of land and residential houses are generally considered inventory and are
not included in discontinued operations.
In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 4 addressed how gains
and losses from extinguishment of debt should be reported. SFAS No. 64 made
certain exceptions to SFAS No. 4 for sinking fund payments. SFAS No. 44
established accounting requirements for the transition effects of the Motor
Carrier Act of 1980. These three standards were entirely rescinded. SFAS No.
145 also made technical corrections to 17 APB Opinions, FASB Statements, FASB
Interpretations, and FASB Technical Bulletins. None of these changes will
significantly affect the Company's accounting or reporting practices.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses accounting for restructuring
and similar costs. SFAS No. 146 supersedes previous accounting guidance,
principally Emerging Issues Task Force Issue No. 94-3. The Company will adopt
the provisions of the new standard for restructuring activities initiated after
December 31, 2002. The standard requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability
is incurred. Under Issue 94-3, a liability for an exit cost was recognized at
the date of the Company's commitment to an exit plan. SFAS No. 146 also
establishes that the liability initially should be measured and recorded at
fair value. Accordingly, this may affect the timing of recognizing future
restructuring costs, as well as of the amounts recognized.
In October 2002, the FASB issued SFAS No. 147 "Acquisitions of Certain
Financial Institutions." This standard will have no effect on the Company.
In May 2002, the FASB issued a Proposed Interpretation "Guarantor Accounting
and Disclosure Requirements for Guarantees including indirect Guarantees of
Indebtedness of Others." This Interpretation would require that, for reporting
years beginning after September 15, 2002, companies record the fair value of
the future obligations that it expects it ultimately will be called upon to
settle upon entering into the guarantee. The Company is currently evaluating
this proposed Interpretation, but does not currently believe that it will
affect its financial statements materially.
In October 2002, the FASB issued an Exposure Draft entitled "Accounting for
Stock-Based Compensation - Transition and Disclosure; an amendment of FASB
Statement No. 123." If adopted, the Exposure Draft would permit companies
to use several methods of transition to the accounting provisions of SFAS No.
123. Those include adopting the provisions only for new stock option grants,
adopting the provisions for unvested options and for new stock option grants,
and adopting SFAS No. 123 retroactive to the earliest period presented in the
financial statements. SFAS No. 123 allows companies to treat the cost of stock
options as expense during the periods in which the stock option awards vest.
The Company is currently evaluating whether to charge the cost of granting
options to purchase the Company's stock to expense as the awards vest. If it
does make this accounting change, the provisions would be effective January 1,
2003 and would likely apply only to new option grants. The effect of this
accounting change would depend on how many options to purchase shares are
granted. Based upon past grant trends, the annual cost would not be material.
Additional information about the impacts of newly-issued accounting standards
is discussed in Item 8 of the Company's Form 10-K for the year ended December
31, 2001.
Pensions: As noted in Item 8 of the Company's 2001 Form 10-K, the Company has
realized earnings benefits from pension returns and the excess of pension
assets over pension obligations. For 2001, the total year benefit was
approximately $12.7 million. For 2002, the Company expects that the full year
benefit will be approximately $1.4 million. Because of market-driven lower
pension investment balances, it is expected that the Company's 2003 pension
expense will be significantly greater than for 2002. Additionally, the Company
anticipates that it will lower its discount rate at December 31, 2002,
consistent with the decline in AA/AAA corporate bond rates. The lower discount
rate also will increase 2003 costs.
Environmental Matters: As with most industrial and land development companies
of its size, the Company's shipping, real estate, and agricultural businesses
have certain risks that could result in expenditures for environmental
remediation. The Company believes that it is in compliance, in all material
respects, with applicable environmental laws and regulations, and works
proactively to identify potential environmental concerns. The Company has
received a claim for reimbursement of environmental remediation costs
associated with a sugar refinery site, sold in 1994, that previously was owned
by California and Hawaiian Sugar Company. Additionally, the Company has self-
reported to the State of Hawaii Department of Health, possible violations of
state and federal air pollution control regulations at its Maui sugar factory.
Although operating in accordance with the requirements of permits issued to the
Company, the permit's operating conditions may not have reflected the federal
standards fully. The Company believes that the resolution of the two matters
noted above will not affect the Company's financial results materially and that
appropriate liabilities have been accrued for environmental matters.
Outlook: Fourth quarter and early 2003 earnings performance will be influenced
heavily by the outcome and effect on costs of West Coast and Hawaii labor
negotiations, the clearing of the vessel backlog on the West Coast, the timing
of several pending real-estate sales, and the continued strengthening of the
Hawaii economy. Because of these operating uncertainties, 2002 earnings
guidance cannot be forecasted reasonably.
Economic Conditions: Economic measures show that Hawaii continues its gradual
recovery. The growth rates for jobs, the unemployment rate, tax revenues and
visitor arrivals all were improving or, at least, declining at a lower rate.
Recent performance in Hawaii's visitor industry, the State's largest and most
prominent economic activity, has been improving steadily. The improvement has
been led by domestic visitors from Western states. In the month of September,
domestic visitor days set a new record. That performance, in turn, drove total
visitor days in the month to the second-highest September performance on
record. Although these U.S. visitors are boosting the industry, arrival levels
of international visitors continue to lag their levels prior to the events of
9/11.
A forecast recently released by the State for real GDP reflected cautious
optimism. Assuming no shocks to the confidence of travelers, it raised a prior
2002 forecast from 1.5% to 1.7% and the projection for 2003 from 1.2% to 1.7%.
The forecast took into account slowing growth in 2003 in the U.S. economy, and
only a slight recovery in that of Japan. If actual performance matches this
outlook, nearly all sectors of the State's economy would attain pre-9/11 levels,
or better, by the second half of 2003.
In addition, the September release of the State's index of leading economic
indicators was higher for the fifth consecutive month. This measure is
intended to anticipate economic performance five to ten months in the future.
Although not stated among the assumptions, these projections would be wholly
unrealistic should the longshore labor dispute be prolonged or disruptive to
supply continuity.
Management Changes: Robert C. Papworth was appointed President of Matson
Intermodal System, Inc., a subsidiary of Matson effective November 4, 2002,
replacing Ronald J. Forest, who assumed new responsibilities as Vice President-
Operations of Matson.
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, 2001.
There has been no material change in the quantitative and qualitative
disclosure about market risk since December 31, 2001.
ITEM 4. CONTROLS AND PROCEDURES
- --------------------------------
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of a date within 90 days prior to the filing date of this quarterly
report (the "Evaluation Date"). Based on such evaluation, such officers
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures are effective in alerting them on a timely basis
to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's
reports filed or submitted under the Exchange Act.
(b) Changes in Internal Controls. Since the Evaluation Date, there have
not been any significant changes in the Company's internal controls or
in other factors that could significantly affect such controls.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits
--------
11. Statement re Computation of Per Share Earnings.
99. 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.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
----------------------------------
(Registrant)
Date: November 13, 2002 /s/ James S. Andrasick
----------------------------------
James S. Andrasick
Executive Vice President, Chief
Financial Officer and Treasurer
Date: November 13, 2002 /s/ Thomas A. Wellman
----------------------------------
Thomas A. Wellman
Controller
CERTIFICATIONS
I, W. Allen Doane, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexander &
Baldwin, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By /s/ W. Allen Doane
---------------------------------
W. Allen Doane, President and
Chief Executive Officer
Date: November 13, 2002
CERTIFICATIONS
I, James S. Andrasick, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexander &
Baldwin, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By /s/ James S. Andrasick
---------------------------------
James S. Andrasick, Executive Vice President,
Chief Financial Officer and Treasurer
Date: November 13, 2002
EXHIBIT INDEX
-------------
11. Statement re Computation of Per Share Earnings.
99. 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.
EXHIBIT 11
ALEXANDER & BALDWIN, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
- -----------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
Basic Earnings Per Share
- ------------------------
Net income $ 17,825 $ 17,312 $ 40,829 $ 64,260
======== ======== ======== ========
Average number of shares outstanding 41,156 40,567 40,939 40,548
======== ======== ======== ========
Basic earnings per share $ 0.43 $ 0.42 $ 1.00 $ 1.58
======== ======== ======== ========
Diluted Earnings Per Share
- --------------------------
Net income $ 17,825 $ 17,312 $ 40,829 $ 64,260
======== ======== ======== ========
Average number of shares outstanding 41,156 40,567 40,939 40,548
Effect of assumed exercise of
outstanding stock options 102 208 239 198
-------- -------- -------- --------
Average number of shares outstanding
after assumed exercise of
outstanding stock options 41,258 40,775 41,178 40,746
======== ======== ======== ========
Diluted earnings per share $ 0.43 $ 0.42 $ 0.99 $ 1.58
======== ======== ======== ========
EXHIBIT 99
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
In connection with the Quarterly Report on Form 10-Q of Alexander & Baldwin,
Inc. (the "Company") for the quarterly period ending September 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), W. Allen Doane, as Chief Executive Officer of the Company, and
James S. Andrasick, as Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ W. Allen Doane
- -----------------------------------
Name: W. Allen Doane
Title: Chief Executive Officer
Date: November 13, 2002
/s/ James S. Andrasick
- -----------------------------------
Name: James S. Andrasick
Title: Chief Financial Officer
Date: November 13, 2002
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.