UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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): May 9, 2012
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
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Hawaii
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000-00565
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99-0032630
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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.):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On May 9, 2012, Alexander & Baldwin, Inc. made its Real Estate Supplement Update for its Real Estate operating segments, which provides certain supplemental operating and financial information for the quarters ended March 31, 2012 and 2011, available on its website. A copy of this Real Estate Supplement Update is being furnished as Exhibit 99.1 to this report.
Item 8.01. Other Events.
On May 9, 2012, the Company held its first quarter 2012 conference call with financial analysts and professional investors, as previously announced. During the call, the Company discussed the average price of agricultural acres sold during the quarter. The Company is providing clarification that the total sales price for the 79 acres sold during the quarter was approximately $1.1 million, or $14,000 per acre.
In addition, in response to a question raised during the call regarding the treatment of options in connection with the Company’s separation, the Company notes that further information regarding the treatment of stock options is provided on page 46 of A & B II, Inc.’s Amendment No. 1 to Form 10, which was filed with the SEC on May 4, 2012. Upon separation, stock options of the separated companies will be adjusted to increase the number of shares of new common stock subject to each option and to reduce the exercise price payable per share so as to preserve the intrinsic value that existed with respect to the option immediately prior to the separation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Alexander & Baldwin, Inc.’s Real Estate Supplement Update, as of and for the quarters ended March 31, 2012 and 2011.
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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: May 9, 2012
ALEXANDER & BALDWIN, INC.
/s/ Joel M. Wine______________
Joel M. Wine
Senior Vice President,
Chief Financial Officer and Treasurer
ALEXANDER & BALDWIN, INC.’S REAL ESTATE SUPPLEMENT UPDATE
As of and for the Quarters Ended March 31, 2012 and 2011
(Unaudited)
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.
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 first quarter Supplement updates the following tables in the Company’s Real Estate
Supplement as of and for the quarters and years ended December 31, 2011 and 2010:
Supplement as of and for the quarters and years ended December 31, 2011 and 2010:
Table 5: Property Detail - Hawaii Improved Properties - Most Recent Quarter
Table 7: Property Detail - Mainland Improved Properties - Most Recent Quarter
Table 9: Comparable Percent Occupancy Data by Geographic Region and
Asset Class - Most Recent Quarter
Asset Class - Most Recent Quarter
Table 11: Weighted Average Gross Leasable Area by Geographic Region and
Asset Class - Most Recent Quarter
Asset Class - Most Recent Quarter
Table 13: Occupancy Analysis Trend - Last Five Quarters
Table 14: Real Estate Leasing Cash Net Operating Income (NOI) - Most Recent Quarter
Table 16: Real Estate Leasing Same Store Cash NOI - Most Recent Quarter
Table 19: 2011 and 2010 Improved Property Portfolio Acquisitions/Dispositions
Table numbers used in this Update correspond with table numbers used in the full-year
Supplement.
Supplement.
The information contained in this Supplement Update is unaudited and should be read in
conjunction with the Company’s Real Estate Supplement as of and for the quarters and
years ended December 31, 2011 and 2010, and quarterly and annual reports and other
filings with the Securities and Exchange Commission.
conjunction with the Company’s Real Estate Supplement as of and for the quarters and
years ended December 31, 2011 and 2010, and quarterly and annual reports and other
filings with the Securities and Exchange Commission.
Feedback and suggestions regarding the contents of this Supplement Update from the
investing audience are welcomed, and should be directed to Suzy P. Hollinger, Director,
Investor Relations, via telephone at (808) 525-8422 or via email to shollinger@abinc.com.
investing audience are welcomed, and should be directed to Suzy P. Hollinger, Director,
Investor Relations, via telephone at (808) 525-8422 or via email to shollinger@abinc.com.
About This Supplement Update
Alexander & Baldwin, Inc. │Real Estate Supplement Update
INDEX TO REAL ESTATE SUPPLEMENT UPDATE
(Unaudited)
As of and for the Quarters Ended March 31, 2012 and 2011
1
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Forward-Looking Statements
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2
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Basis of Presentation
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2
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Real Estate Leasing Segment - Asset Descriptions and Statistics
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3
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Property Detail - Hawaii Improved Properties - Most Recent
Quarter (Table 5) |
3
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Property Detail - Mainland Improved Properties - Most Recent
Quarter (Table 7) |
4
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Comparable Percent Occupancy Data by Geographic Region and
Asset Class (Table 9) |
5
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Weighted Average Gross Leasable Area by Geographic Region
and Asset Class (Table 11) |
5
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Occupancy Analysis Trend - Last Five Quarters (Table 13)
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5
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Real Estate Leasing Cash Net Operating Income (NOI)
(Table 14) |
6
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Real Estate Leasing Same Store Cash NOI (Table 16)
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6
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Statement on Management’s Use of Non-GAAP
Financial Measures |
7
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Reconciliation of Real Estate Leasing Operating Profit to Cash
NOI and Same Store Cash NOI |
7
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Portfolio Acquisitions and Dispositions
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8
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2012 and 2011 Improved Property Portfolio
Acquisitions/Dispositions (Table 19) |
8
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Where to Find Additional Information
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9
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Participants in the Merger Solicitation
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9
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This Supplement Update contains certain forward-looking statements, 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. Except for historical information contained in this Supplement Update,
such communications contain forward-looking statements. These include, for
example, all references to current or future years. 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 Part I,
Item 1A under the caption of “Risk Factors” of the Company’s 2011 annual
report on Form 10-K as well as factors that are discussed in the Company’s
other filings, including subsequent filings, with the Securities and Exchange
Commission (“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.
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. Except for historical information contained in this Supplement Update,
such communications contain forward-looking statements. These include, for
example, all references to current or future years. 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 Part I,
Item 1A under the caption of “Risk Factors” of the Company’s 2011 annual
report on Form 10-K as well as factors that are discussed in the Company’s
other filings, including subsequent filings, with the Securities and Exchange
Commission (“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.
Forward-Looking Statements
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 the Company’s Real Estate Supplement as of
and for the quarters and years ended December 31, 2011 and 2010, and its most
recent Form 10-K, 10-Q and other filings with the SEC.
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 the Company’s Real Estate Supplement as of
and for the quarters and years ended December 31, 2011 and 2010, and its most
recent Form 10-K, 10-Q and other filings with the SEC.
Basis of Presentation
2
Real Estate Leasing Segment - Asset Descriptions and Statistics
TABLE 5
PROPERTY DETAIL - HAWAII IMPROVED PROPERTIES - MOST RECENT
QUARTER
QUARTER
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.
whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is
revenue producing.
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2 See page 7 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of
Leasing operating profit to Cash NOI for the total portfolio.
Leasing operating profit to Cash NOI for the total portfolio.
Note: For portfolio asset class and geographic occupancy see Table 3 on page 5.
TABLE 7
PROPERTY DETAIL - MAINLAND IMPROVED PROPERTIES - MOST RECENT
QUARTER
QUARTER
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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.
whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is
revenue producing.
2 See page 7 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of
Leasing operating profit to Cash NOI for the total portfolio.
Leasing operating profit to Cash NOI for the total portfolio.
Note: For portfolio asset class and geographic occupancy see Table 3 on page 5.
TABLE 9
TABLE 11
WEIGHTED AVERAGE GROSS LEASABLE AREA BY GEOGRAPHIC REGION AND ASSET CLASS1
TABLE 13
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1 Includes the Firestone Blvd Building, which was sold in the first quarter of 2012.
TABLE 14
REAL ESTATE LEASING CASH NET OPERATING INCOME (NOI)1
(in millions)
TABLE 16
REAL ESTATE LEASING SAME STORE CASH NOI2
(in millions)
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1 Includes the Firestone Blvd Building, which was sold in the first quarter of 2012.
2 Same Store Cash NOI relates to properties that were operated throughout the duration of both periods under comparison.
Note: See page 7 for a statement on the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to Real Estate Leasing Cash NOI and Real Estate
Leasing Same Store NOI.
Leasing Same Store NOI.
RECONCILIATION OF REAL ESTATE LEASING OPERATING PROFIT TO CASH NOI AND SAME STORE CASH NOI
(in millions)
Statement on Management’s Use of Non-GAAP Financial Measures
Cash 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). Cash NOI does not have any standardized meaning prescribed by
GAAP, and therefore, may differ from definitions of cash NOI used by other companies. Cash 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. Cash 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. Cash 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 cash NOI. A required
reconciliation of Real Estate Leasing operating profit to Real Estate Leasing segment same store cash NOI is as follows:
adjustments) minus property operating expenses (determined in accordance with GAAP). Cash NOI does not have any standardized meaning prescribed by
GAAP, and therefore, may differ from definitions of cash NOI used by other companies. Cash 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. Cash 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. Cash 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 cash NOI. A required
reconciliation of Real Estate Leasing operating profit to Real Estate Leasing segment same store cash NOI is as follows:
1 Cash NOI related to properties that were operated throughout the duration of both periods under comparison
7
TABLE 19
2012 IMPROVED PROPERTY PORTFOLIO ACQUISITIONS/DISPOSITIONS1
Portfolio Acquisitions and Dispositions
2011 IMPROVED PROPERTY PORTFOLIO ACQUISITIONS/DISPOSITIONS
1 There were no acquisitions in the first quarter of 2012.
2 $8.2M acquisition price includes an existing 5,900 square-foot building and a 4.3-acre development parcel.
8
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. Alexander & Baldwin Holdings, Inc.
(“Holdings”) filed a registration statement that includes a definitive proxy
statement/prospectus and other relevant documents in connection with the proposed
reorganization on February 15, 2012. ALEXANDER & BALDWIN, INC. (“A&B”)
SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE DOCUMENTS
BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED REORGANIZATION. The definitive proxy statement/prospectus were
mailed to A&B shareholders prior to the shareholder meeting. In addition, investors may
obtain a free copy of the definitive proxy statement/prospectus and other filings containing
information about A&B, Holdings, and the holding company reorganization, from the SEC
at the SEC’s website at http://www.sec.gov. In addition, copies of the definitive proxy
statement/prospectus and other filings containing information about A&B, Holdings, and
the holding company reorganization can be obtained without charge by sending a request
to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, Hawaii 96801-3440, Attention:
Investor Relations; by calling (808) 525-6611; or by accessing them on A&B’s web site at
http://www.alexanderbaldwin.com.
any securities or a solicitation of any vote or approval. Alexander & Baldwin Holdings, Inc.
(“Holdings”) filed a registration statement that includes a definitive proxy
statement/prospectus and other relevant documents in connection with the proposed
reorganization on February 15, 2012. ALEXANDER & BALDWIN, INC. (“A&B”)
SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE DOCUMENTS
BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED REORGANIZATION. The definitive proxy statement/prospectus were
mailed to A&B shareholders prior to the shareholder meeting. In addition, investors may
obtain a free copy of the definitive proxy statement/prospectus and other filings containing
information about A&B, Holdings, and the holding company reorganization, from the SEC
at the SEC’s website at http://www.sec.gov. In addition, copies of the definitive proxy
statement/prospectus and other filings containing information about A&B, Holdings, and
the holding company reorganization can be obtained without charge by sending a request
to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, Hawaii 96801-3440, Attention:
Investor Relations; by calling (808) 525-6611; or by accessing them on A&B’s web site at
http://www.alexanderbaldwin.com.
Where to Find Additional Information
9
A&B, its directors, executive officers, certain other members of management, and
employees may be deemed to be participants in the solicitation of proxies from the
shareholders of A&B in favor of the proposed holding company reorganization. Additional
information regarding the interests of potential participants in the proxy solicitation is
included in the definitive proxy statement/prospectus and will be included in other relevant
documents that A&B and Holdings intend to file with the SEC in connection with the annual
meeting of shareholders of A&B.
employees may be deemed to be participants in the solicitation of proxies from the
shareholders of A&B in favor of the proposed holding company reorganization. Additional
information regarding the interests of potential participants in the proxy solicitation is
included in the definitive proxy statement/prospectus and will be included in other relevant
documents that A&B and Holdings intend to file with the SEC in connection with the annual
meeting of shareholders of A&B.
Participants in the Merger Solicitation