PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
See the condensed statements of income, balance sheets, statements of cash
flows and financial notes included in the Alexander & Baldwin, Inc. (A&B) 1995
second quarter interim report. This report is included as Exhibit 20 and is
incorporated herein by reference.
The financial information referred to in the preceding paragraph is to be
read in conjunction with the following additional financial notes:
(g) The condensed balance sheet as of June 30, 1995 and the condensed
statements of income and the condensed statements of cash flows for the
three and six months ended June 30, 1995 and 1994 are unaudited.
However, in the opinion of management, all material adjustments
necessary for the fair presentation of interim period results have been
included.
(h) On June 30, 1995, XTRA Corporation acquired all of the containers and
certain other assets and assumed certain liabilities of Matson Leasing
Company, Inc.(MLC) for $357,471,000, subject to completion of an
independent audit. Accordingly, the container leasing segment is
reported as a discontinued operation at June 30, 1995, and the
consolidated financial statements report separately the net assets,
operating results and cash flows of that business. The amounts presented
for prior periods have been restated for comparability.
The condensed statements of income relating to the discontinued container
leasing segment are presented below (in thousands):
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
------- ------- ------- -------
Revenue $18,094 $15,534 $35,344 $30,215
Costs and
expenses (13,714) (11,240) (26,780) (22,808)
------- ------- ------- -------
Income before
income taxes 4,380 4,294 8,564 7,407
Income tax
expense (1,650) (1,626) (3,228) (2,789)
------- ------- ------- -------
Net income $ 2,730 $ 2,668 $ 5,336 $ 4,618
======= ======= ======= =======
Net assets of the discontinued container leasing segment at December 31,
1994 were as follows (in thousands):
Accounts receivable $ 13,802
Property, net 305,874
Other assets 1,027
Liabilities (7,013)
--------
Net assets $313,690
========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY:
A&B's principal liquid resources, comprising cash and cash equivalents, trade
receivables, sugar inventories and unused lines of credit, less accrued deposits
to the Capital Construction Fund (CCF), increased by $186,834,000 from December
31, 1994 to June 30, 1995. This resulted primarily from the receipt of proceeds
from the sale of MLC, partially offset by higher accrued deposits to the CCF and
increased borrowings from revolving credit facilities.
Working capital totaled $133,976,000 at June 30, 1995, an increase of
$75,930,000 from that at 1994 year-end. The increase was primarily due to
a higher cash and cash equivalents balance as a result of the sale of MLC,
partially offset by increased accrued deposits to the CCF and the reclassifica-
tion of certain long-term liabilities to current. A portion of the proceeds
from the sale of MLC will be used to repay long-term debt.
RESULTS OF SEGMENT OPERATIONS - SECOND QUARTER 1995 COMPARED WITH THE SECOND
QUARTER 1994:
The following analysis is based on a comparison of second quarter 1995
results with those for second quarter 1994, which have been restated to reflect
the sale of MLC as of June 30, 1995.
Ocean Transportation
For the second quarter of 1995, ocean transportation revenue decreased six
percent compared with the second quarter of 1994. Operating profit was 30
percent lower than in the second quarter of 1994. The decline was primarily
attributable to lower container cargo volume in the Hawaii service and higher
fuel prices. In the second quarter of 1994, a competitor's operations were
disrupted by a strike, which boosted Matson's carriage during that quarter.
Partly because of that additional volume in the prior year, comparison of
Matson's total second-quarter 1995 Hawaii container volume with that of the 1994
second quarter reflects a decline of 10 percent. Matson's total Hawaii
automobile volume declined five percent.
Property Development and Management - Leasing
For the second quarter of 1995, property leasing revenue and operating profit
remained relatively stable, compared with 1994 second quarter levels.
Two shopping centers, one near Reno, Nevada and the other in Greely,
Colorado, were acquired late in the second quarter using tax-deferred proceeds
from the 1994 sale of a Denver shopping center. The combined annual contribu-
tion to operating profit of these two acquired properties is expected to exceed
that of the Denver property.
Also, late in the second quarter, earnings commenced from a ground lease for
a newly-opened Price-Costco Wholesale Warehouse facility located in Kahului,
Maui.
Property Development and Management - Sales
For the second quarter of 1995, property sales revenue totaled $2,874,000,
compared with $4,082,000 for the second quarter of 1994. Operating profit for
the second quarter of 1995 of $1,524,000 was about half of the comparable 1994
amount. Sales in the second quarter of 1995 included several small, developed
business lots, an unimproved parcel and four residential lots. Sales in the
second quarter of 1994 included a two-acre parcel near the harbor at Kahului,
Maui, one developed business lot and two small, undeveloped parcels.
During the second quarter, construction began on the first phase of the 76-
acre Maui Business Park (a project formerly called Kahului Industrial Park).
Sitework construction also began for the 92-lot, 21-acre Makana subdivision
on the North Shore of Maui. Originally, a joint venture was formed with Gentry
Pacific, Ltd. (Gentry) to develop this residential subdivision. During the
second quarter of 1995, however, the parties agreed to terminate the joint
venture. The Company will be developing the project without Gentry's on-
going participation. Sales activities were initiated in the second quarter
at the 102-unit Kahului Ikena residential condominium project.
In early May 1995, the State Land Use Commission approved a petition to grant
State urban district classification on an incremental basis for the balance of
the 1,045-acre Kukui'ula planned residential community on Kauai. A&B is now
pursuing the next entitlement step of County zoning. Construction on the
project remains suspended pending better economic conditions.
Food Products
For the second quarter of 1995, food products revenue increased five percent
compared with 1994 second quarter levels. The second quarter operating loss was
$11.4 million, which included an $8.1 million pre-tax charge for phasing out
sugar operations at the McBryde Sugar Company, Ltd. (McBryde) plantation on
Kauai. The segment broke even in the second quarter of 1994. Also, sugar
refining and sugar growing margins at California and Hawaiian Sugar Company,
Inc. (C&H) and the plantations, respectively, remained under pressure.
At McBryde, the phase-out of sugar operations which was announced on June 22
began with the immediate cessation of cane planting. Harvesting and processing
of sugar cane, however, will continue until September 1996. To date, nine
employees have taken early retirement and 36 employees have been laid off.
Another 158 employees are expected to be laid off by September 1996. The
Company's primary agricultural focus on Kauai now will be on the coffee-growing
activities at its Island Coffee Company, Inc. subsidiary.
OTHER ANALYSIS:
Interest Expense
For the second quarter of 1995, interest expense of $7,711,000 was nine
percent higher than for the second quarter of 1994. This increase was primarily
due to a higher weighted average cost of debt.
Income Tax Expense
For the second quarter of 1995, income tax expense of $1.9 million was $7.9
million less than for the second quarter of 1994, primarily due to lower pre-tax
income.
Repurchase of Stock
There were no repurchases of common stock during the second quarter of 1995.
To date, the Company has repurchased a total of 972,500 shares for $23.1 million
since the repurchase program was authorized by the Board of Directors in
December 1993.
RESULTS OF SEGMENT OPERATIONS - FIRST SIX MONTHS OF 1995 COMPARED WITH THE FIRST
SIX MONTHS OF 1994:
The following analysis is based on a comparison of first six months of
1995 results with those for first six months of 1994, which have been restated
to reflect the sale of MLC as of June 30, 1995.
Ocean Transportation
For the first half of 1995, ocean transportation revenue remained virtually
unchanged from the comparable 1994 period. For the first six months of 1995,
operating profit declined by 27 percent, primarily due to lower cargo and
higher fuel costs. During this period, Hawaii container and total automobile
volumes were down eight and two percent, respectively, compared with volumes
for the first half of 1994.
The process of due diligence continues on the proposed strategic operating
alliance with American President Lines, Ltd. which was announced previously.
If final approvals are received, the agreement would close in the fourth
quarter and the new service would begin at the start of 1996.
Property Development and Management - Leasing
Property leasing revenue for the first six months of 1995 approximated
revenue for the comparable 1994 period. Property leasing operating profit for
the first six months of 1995 was seven percent lower than in the first half of
1994. A smaller portfolio of leasable property, due to the sale last year of
a shopping center in Denver, Colorado, contributed to the decrease in operating
profit in the first half of 1995.
The portfolio benefited from continuing high occupancy levels for Mainland
properties, where year-to-date occupancy rates averaged 97 percent, versus 96
percent last year. Occupancy levels for Hawaii properties, however, averaged
89 percent, versus 94 percent last year, primarily due to the relocation of
tenants from an older shopping center on Maui that is set to be renovated.
Property Development and Management - Sales
For the first six months of 1995, property sales revenue totaled $6,995,000,
compared with $12,691,000 for the first six months of 1994. Operating profit of
$3,220,000 for the first half of 1995 was about one-third of that in the first
six months of 1994.
Food Products
For the first six months of 1995, food products revenue increased 4 percent
compared with the first six months of 1994. The operating loss for the first
half of 1995 was $15,230,000,a substantial decline from the break-even
results experienced for the comparable 1994 period. The operating loss was
attributable to the $8.1 million pre-tax charge for phasing out sugar
operations on Kauai, as well as continued deterioration of sugar refining
margins. C&H's sugar refining operations were hurt by unusually high raw
cane sugar prices and relatively low refined product prices. As of June 30,
1995, refinery operations at C&H were continuing without contracts, as the
contracts with two labor units expired on May 31, 1995. On July 29, 1995,
the members of the smaller of the two unions ratified a three-year contract.
Negotiations with the larger union are continuing.
Legislation that will affect many agricultural commodities, including
sugar, presently is being considered by Congress. The Company continues to
work with the sweetener industry and congressional representatives in an effort
to include an effective and fair domestic sugar program in this legislation.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
At the Annual Meeting of Shareholders of the Company held on April 27, 1995, the
Company's shareholders voted in favor of: (i) the election of ten directors to
the Company's Board of Directors, and (ii) the election of Deloitte & Touche LLP
as the Company's independent auditors. The number of votes for, against or
withheld, as well as the number of abstentions and broker non-votes, as to each
matter voted upon at the annual Meeting of Shareholders, were as follows:
(i) Election of Directors For Withheld
Michael J. Chun 41,631,579 288,460
John C. Couch 41,617,980 302,059
Leo E. Denlea, Jr. 41,628,591 291,448
Walter A. Dods, Jr. 41,635,124 284,915
Charles G. King 41,635,909 284,130
Carson R. McKissick 41,638,675 281,364
C. Bradley Mulholland 41,626,606 293,433
Robert G. Reed III 41,561,544 358,495
Maryanna G. Shaw 41,628,384 291,655
Charles M. Stockholm 41,629,891 290,148
(ii) Election of For Against Abstain
Auditors
41,600,541 77,961 241,537
There were no broker non-votes at the Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10. Material contracts.
10.a.(xxvi) Commercial Paper Dealer Agreement among California
and Hawaiian Sugar Company, Inc., Alexander & Baldwin, Inc.,
A&B-Hawaii, Inc. and Goldman Sachs Money Markets, L.P. dated
June 20, 1995, with respect to California and Hawaiian Sugar
Company, Inc.'s $100 million revolving credit facility.
10.a.(xxvii) Amendment dated as of June 30, 1995 to the Note
Agreements, among Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and
The Prudential Insurance Company of America, dated as of
December 20, 1990 and June 4, 1993.
10.a.(xxviii)(a) Assignment and Assumption Agreement dated as of
June 30, 1995, among Matson Leasing Company, Inc., Matson
Navigation Company, Inc. and The Prudential Insurance Company of
America, with respect to the Note Agreements between Matson
Leasing Company, Inc. and The Prudential Insurance Company of
America, dated as of June 28, 1991 and March 11, 1992.
10.a.(xxviii)(b) Consent and Amendment Agreement dated as of
June 30, 1995, among Matson Leasing Company, Inc., Matson
Navigation Company, Inc. and The Prudential Insurance Company of
America, with respect to the Note Agreements between Matson
Leasing Company, Inc. and The Prudential Insurance Company of
America, dated as of June 28, 1991 and March 11, 1992.
11. Statement re computation of per share earnings.
20. Report furnished to security holders.
(i) Condensed Balance Sheets, Condensed Statements of Income,
Condensed Statements of Cash Flows and Financial Notes as
appearing in the Alexander & Baldwin, Inc. Interim
Report/Second Quarter 1995.
27. Financial Data Schedule.
(b) Reports on Form 8-K
A report on Form 8-K dated June 30, 1995 was filed on July 13,
1995 to report, under Item 2 thereof, the sale by Matson Leasing
Company, Inc. ("Matson Leasing"), an indirect wholly-owned subsidiary
of Alexander & Baldwin, Inc. ("A&B"), and Matson Navigation Company,
Inc., a wholly-owned subsidiary of A&B and the parent corporation of
Matson Leasing (collectively, the "Sellers"), of Matson Leasing's
container leasing business, through the sale of certain assets and
liabilities of the Sellers (primarily of Matson Leasing).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
(Registrant)
Date: August 10, 1995 /s/ Glenn R. Rogers
Glenn R. Rogers
Vice President and Chief
Financial Officer
Date: August 10, 1995 /s/ G. Stephen Holaday
G. Stephen Holaday
Vice President and Controller
EXHIBIT INDEX
10. Material contracts.
10.a.(xxvi) Commercial Paper Dealer Agreement among California and
Hawaiian Sugar Company, Inc., Alexander & Baldwin, Inc., A&B-Hawaii, Inc.
and Goldman Sachs Money Markets, L.P. dated June 20, 1995, with respect to
California and Hawaiian Sugar Company, Inc.'s $100 million revolving credit
facility.
10.a.(xxvii) Amendment dated as of June 30, 1995 to the Note Agreements,
among Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and The Prudential
Insurance Company of America, dated as of December 20, 1990 and June 4,
1993.
10.a.(xxviii)(a) Assignment and Assumption Agreement dated as of June 30,
1995, among Matson Leasing Company, Inc., Matson Navigation Company, Inc.
and The Prudential Insurance Company of America, with respect to the Note
Agreements between Matson Leasing Company, Inc. and The Prudential
Insurance Company of America, dated as of June 28, 1991 and March 11, 1992.
10.a.(xxviii)(b) Consent and Amendment Agreement dated as of June 30,
1995, among Matson Leasing Company, Inc., Matson Navigation Company, Inc.
and The Prudential Insurance Company of America, with respect to the Note
Agreements between Matson Leasing Company, Inc. and The Prudential
Insurance Company of America, dated as of June 28, 1991 and March 11, 1992.
11. Statement re computation of per share earnings.
20. Report furnished to security holders.
(i) Condensed Balance Sheets, Condensed Statements of Income, Condensed
Statements of Cash Flows and Financial Notes as appearing in the
Alexander & Baldwin, Inc. Interim Report/Second Quarter 1995.
27. Financial Data Schedule.
EXHIBIT 10.a.(xxvi)
COMMERCIAL PAPER DEALER AGREEMENT
This Commercial Paper Dealer Agreement dated as of June 20, 1995 confirms the
agreement between Goldman Sachs Money Markets, L.P. ("GSMM LP"), on the one
hand, and California and Hawaiian Sugar Company, Inc. (the "Company") and
Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. (each a "Guarantor" and together,
the "Guarantors"), on the other, whereby GSMM LP will act as a dealer with
respect to the promissory notes (the "Notes") to be issued by the Company and
unconditionally and irrevocably guaranteed by the Guarantors. The Notes will be
issued either in physical bearer form or book-entry form. Notes in book-entry
form will be represented by master notes registered in the name of a nominee of
The Depository Trust Company ("DTC") and recorded in the book-entry system
maintained by DTC. The promissory notes shall (a) be issued in denominations of
not less than $100,000; (b) have maturities not exceeding 270 days from the date
of issue; and (c) not contain any condition of redemption or right to prepay.
The Notes shall be unconditionally and irrevocably guaranteed by the Guarantors
pursuant to the Guarantee dated February 6, 1995. Such notes, including the
master notes, shall hereinafter be referred to as "Commercial Paper" or "Notes."
1. (a) The Company represents and warrants to GSMM LP that: (i) the
Company has been duly organized and is validly existing as a corporation in good
standing under the laws of Hawaii; (ii) this Agreement and the depositary
agreement dated as of April 6, 1989, and amended as of February 10, 1995,
between the Company and The First National Bank of Chicago (the "Depositary"), a
copy of which has been provided to GSMM LP, (the "Depositary Agreement") have
been duly authorized, executed and delivered by the Company and each constitutes
the valid and legally binding obligation of the Company enforceable in
accordance with its respective terms subject to any applicable law relating to
or affecting indemnification for liability under the securities laws; (iii) the
Notes have been duly authorized and, when issued and duly delivered in
accordance with the Depositary Agreement, will constitute the valid and legally
binding obligations of the Company, enforceable in accordance with their terms;
(iv) the Information Memorandum (including any documents incorporated by
reference therein), attached hereto as Exhibit A and incorporated herein by
reference, except insofar as any information therein relates to GSMM LP in its
capacity as dealer hereunder, does not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading; (v) the Notes and the Guarantee will be exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 3(a)(3) thereunder; and (vi) the Company is not an "investment company"
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.
(b) Each Guarantor represents and warrants to GSMM LP that (i) the
representations and warranties of the Company in paragraph l(a) above are true
and correct, (ii) it has taken all action and has full power to enter into this
agreement and to issue and deliver the Guarantee, (iii) the Guarantee will
constitute the legal, valid and binding obligation of such Guarantor enforceable
in accordance with its terms, and (iv) such Guarantor is not an "investment
company" or a company controlled by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.
(c) Each sale of a Note by the Company under this Agreement shall
constitute an affirmation that the foregoing representations and warranties
remain true and correct at the time of sale, and will remain true and correct at
the time of delivery, of such Note.
2. GSMM LP may, from time to time, but shall not be obligated to,
purchase Commercial Paper from the Company.
3. With the delivery of this Agreement, each of the Company and the
Guarantors shall furnish to GSMM LP, and from time to time thereafter may
furnish to GSMM LP, a certificate (an "Incumbency Certificate") signed by the
Secretary or an Assistant Secretary of the Company or by an appropriate officer
of the Guarantor, as the case may be. The Company's Incumbency Certificate
shall certify the incumbency and contain specimen signatures of the officers of
the Company who are authorized to sign Commercial Paper and to give instructions
and notices, or otherwise to act, on behalf of the Company hereunder
("Authorized Company Representatives"). Each Guarantor's Incumbency Certificate
shall certify the incumbency and contain specimen signatures of the officers of
the Guarantor who are authorized to sign the Guarantee and to give instructions
and notices, or otherwise act, on behalf of the Guarantor hereunder ("Authorized
Guarantor Representatives"). Until GSMM LP receives a subsequent Company
Incumbency Certificate, or Guarantor Incumbency Certificate, GSMM LP shall be
entitled to rely on the last such Incumbency Certificate delivered to GSMM LP
for purpose of determining the proper Authorized Company Representatives and the
Authorized Guarantor Representatives.
4. Prior to the initial issuance of Commercial Paper, the Company and the
Guarantors shall have supplied GSMM LP with an opinion of counsel addressing the
matters set forth in paragraph 1 above, other than clause (iv) thereof, such
other matters as GSMM LP shall reasonably request, such opinion to be in form
and substance satisfactory to GSMM LP.
5. All transactions in Commercial Paper between GSMM LP and the Company
shall be in accordance with the custom and practice in the commercial paper
market. In accordance with such custom and practice, the purchase of Commercial
Paper by GSMM LP shall be negotiated verbally between GSMM LP personnel and the
authorized representative of the Company. Such negotiation shall determine the
principal amount of Commercial Paper to be sold, the discount rate or interest
rate applicable thereto, and the maturity thereof. GSMM LP's fee for such sales
shall be included in the discount rate with respect to Commercial Paper issued
at a discount, or stated separately as a fee, in the case of Commercial Paper
bearing interest. GSMM LP shall confirm each transaction made with the Company
in writing in GSMM LP's customary form. Delivery and payment of Commercial
Paper shall be effected in accordance with the Issuing Agreement.
6. GSMM LP shall pay for the Notes purchased by GSMM LP in immediately
available funds on the business day such Notes, executed in a manner
satisfactory to GSMM LP, are delivered to GSMM LP in the case of physical bearer
Notes, or in the case of book-entry Notes, on the business day such Notes are
credited to GSMM LP's Participant Account at The Depository Trust Company.
Payment shall be made in any manner permitted in the Depositary Agreement. The
amount payable by GSMM LP to the Company shall be (i) in the case of discount
Notes, the face value thereof less the original issue discount and less the
compensation payable to GSMM LP and (ii) in the case of interest to follow
Notes, the face value thereof less the compensation payable to GSMM LP.
7. The Company and the Guarantors will supply to GSMM LP on a continuing
basis three copies of all audited annual reports and unaudited quarterly reports
of the Company, three copies of all audited annual reports and unaudited reports
filed by a Guarantor pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, and three copies of all reports mailed by a Guarantor to its
public shareholders, plus such other information as GSMM LP may reasonably
request. The Company and the Guarantors understand that GSMM LP may use such
annual and quarterly reports and shareholder reports to prepare the Information
Memorandum concerning the Company and the Guarantors. The Company and the
Guarantors expressly consent to the use of such publicly available information.
The Company and the Guarantors further undertake to supply copies of any such
reports when requested by any Commercial Paper customer of GSMM LP. The Company
and the Guarantors further agree, as permitted by law, to notify GSMM LP
promptly upon the occurrence of any event or other development, the result of
which causes the Information Memorandum or the Company's or a Guarantor's annual
or quarterly reports to include an untrue statement of a material fact or to
omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading.
8. (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless GSMM LP and its affiliates and each of the partners,
officers, directors, employees and agents of GSMM LP or its affiliates, and each
person who controls GSMM LP or such affiliate within the meaning of the Act or
the Exchange Act (collectively, the "Indemnitees"), against any and all losses,
claims, damages, liabilities or expenses, joint or several, to which any
Indemnitee may become subject, under the Act, the Exchange Act, or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of material fact contained in the Information Memorandum
(including any documents incorporated by reference therein), or the omission or
alleged omission to state therein a material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not
misleading, or any breach of its agreements contained in this Agreement, and the
Company and the Guarantors further agree, jointly and severally, to reimburse
each Indemnitee for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability, expense or action; provided, however, that neither the Company nor a
Guarantor will be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of or is based upon any such
untrue statement or omission contained in the Information Memorandum which
relates to GSMM LP in its capacity as dealer hereunder.
(b) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph 8(a) is for
any reason held unavailable (otherwise than in accordance with the provision
stated therein), the Company and the Guarantors shall contribute to the
aggregate costs of satisfying any loss, damage, liability or expense sought to
be charged against or incurred by any Indemnitee in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and GSMM LP on the other from the offering of the Notes. For purposes of
this paragraph 8(b), the "relative benefits" received by the Company shall be
equal to the aggregate proceeds received by the Company from Notes sold pursuant
to this Agreement and the "relative benefits" received by GSMM LP shall be equal
to the aggregate commissions and fees earned by GSMM LP hereunder.
9. This Agreement may be terminated by either party upon one business
day's notice to the other party. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
If the foregoing accurately reflects our agreement, please sign the enclosed
copy of this letter in the space provided below and return it to the
undersigned.
The parties hereto have caused the execution of this Agreement on the date
first provided above.
California and Hawaiian Sugar Company, Inc.
By: /s/ Jerrold D. Dotson
Title: Vice President, Chief Financial
Officer and Treasurer
Alexander & Baldwin, Inc.
By: /s/ Thomas A. Wellman
Title: Assistant Controller
A & B-Hawaii, Inc.
By: /s/ Thomas A. Wellman
Title: Controller
Goldman Sachs Money Markets, L.P.
a Delaware limited partnership
By: GSMM Corp.,
as sole general partner
By: /s/ J. P. Heanue
GSMM Corp. Officer
Exhibit 10.a. (xxvii)
June 30, 1995
Alexander & Baldwin, Inc.
A&B-Hawaii, Inc.
822 Bishop Street
Honolulu, Hawaii 96801
Ladies and Gentlemen:
Reference is made to the note agreements dated as of (i) December 20, 1990,
(the "1990 Agreement") among Alexander & Baldwin, Inc., A&B-Hawaii, Inc.
(together, the "Issuers") and The Prudential Insurance Company of America
("Prudential"), pursuant to which the Issuers issued and sold, and Prudential
purchased, the Issuers' 9.05% Senior Notes due December 15, 1999 in original
principal amount of $50,000,000 and (ii) June 4, 1993 (the "1993 Agreement;" the
1990 Agreement and the 1993 Agreement are together referred to as the
"Agreements") among the Issuers and Prudential, pursuant to which the Issuers
issued and sold, and Prudential purchased, the Issuers' 6.23% Senior Notes due
December 15, 1997 and Serial Senior Notes due June 30, 1999-2007 in the
aggregate original principal amount of $75,000,000. All capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the applicable Agreement.
At the request of the Issuers and pursuant to paragraph 11C of each
Agreement, Prudential agrees that, the provisions of Section 6B(3) of each
Agreement notwithstanding, the Issuers may permit their indirect wholly owned
Subsidiary, Matson Leasing Company, Inc. ("Leasing") to sell substantially all
of its assets to XTRA Corporation (the "Transaction") on the terms and
conditions set forth in that certain letter of intent dated May 2, 1995, a copy
of which has previously been provided to Prudential, and the aggregate purchase
price for the Leasing assets being sold in the Transaction shall not count for
purposes of computing the Issuers' usage of the basket limitation set forth in
clause (v) of Section 6B(3).
The Issuers represent and warrant that (i) after giving effect hereto, no
Default or Event of Default shall exist and (ii) all consents, notices, waivers
and other actions by, to or of the Issuers' other lenders that are necessary in
connection with the foregoing matter have been made or obtained.
Please sign a counterpart hereof and return it to the undersigned. This
consent shall become effective concurrently with the effectiveness of similar
consents being issued by
Prudential to Leasing in connection with the Transaction, in the manner and
to the extent set forth herein.
Very truly yours,
The Prudential Insurance
Company of America
By /s/ Raymond G. Kennedy
Second Vice President
Acknowledged and Agreed to:
Alexander & Baldwin, Inc.
By /s/ G. Stephen Holaday
Its Vice President
A&B-Hawaii, Inc.
By /s/ G. Stephen Holaday
Its Senior Vice President
Exhibit 10.a.(xxviii)(a)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is dated as of June 30, 1995 and
is among Matson Leasing Company, Inc. ("Leasing"), Matson Navigation Company,
Inc. ("Matson") and The Prudential Insurance Company of America ("Prudential" or
the "Noteholder"), as the holder of the $50,000,000 9.00% Notes due October 2,
1999 (the "9.00% Notes"), the $10,000,000 7.65% Note due August 2, 2001 (the
"7.65% Note") and the $50,000,000 8.00% Notes due August 2, 2000 (the "8.00%
Notes") (the 9.00% Notes, the 8.00% Notes and the 7.65% Notes are collectively
referred to as the "Notes"), in each case issued by Leasing. Capitalized terms
not otherwise defined herein shall have the respective meanings assigned to them
in the Consent and Amendment Agreement of even date herewith (the "Consent").
WHEREAS, Leasing issued the Notes as follows: (a) the 9.00% Notes were
issued pursuant to the note agreement among Leasing, Prudential Reinsurance
Company, a Delaware corporation ("PruRe"), and Noteholder, dated as of June 28,
1991 (as amended, the "1991 Agreement"); (b) the 8.00% Notes were issued
pursuant to the note agreement dated March 11, 1992 (as amended, the "March 1992
Agreement") among Leasing, Prudential and Prudential Property and Casualty
Company ("PruPac") and Prudential; and (c) the 7.65% Notes were issued pursuant
to the note agreement between Leasing and Prudential dated as of July 17, 1992
(as amended, the "July 1992 Agreement;" the 1991 Agreement, the March 1992
Agreement and the July 1992 Agreement are collectively referred to as the
"Agreements"). Since the respective dates of issuance of the Notes, PruPac and
PruRe have transferred the Notes purchased by them to Prudential, so that
Prudential is the only Noteholder.
WHEREAS, each of the Notes is fully and unconditionally guarantied by
Matson, as parent of Leasing, pursuant to guaranty agreements of even date
therewith (the "Guaranties").
WHEREAS, Matson and Leasing have agreed to the sale of substantially all of
Leasing's assets to XTRA Corporation on or about June 30, 1995 (the
"Transaction"), and Leasing has requested that the Noteholder consent to the
Transaction.
WHEREAS, the Noteholder has indicated that it is willing to so consent,
provided that the conditions set forth in the Consent have been satisfied, and
one of such conditions is the full, unconditional and irrevocable assumption by
Matson of all of Leasing's obligations and liabilities under and in respect of
the Notes and the related note agreements pursuant to this Assignment and
Assumption Agreement.
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Matson and Leasing hereby agree, for the benefit of the
Noteholder and its successors, assigns and transferees:
1. Upon the terms and subject to the conditions set forth in the Consent,
simultaneously with the consummation of the Transaction, Leasing shall delegate,
assign and transfer to Matson all of its duties, liabilities, obligations and
undertakings under or in respect of the 9.00% Notes, the 8.00% Notes, the 7.65%
Note, the 1991 Agreement, the March 1992 Agreement and the July 1992 Agreement
(collectively, "Obligations"), and simultaneously with such transfer, Matson
shall accept and assume each and every Obligation as its own direct Obligation,
as principal and not as guarantor or surety. Without limiting the generality of
the foregoing, the Obligations include (a) punctually paying the principal of,
and interest and Yield Maintenance Premium on, each Note, and all other amounts
due and payable under the Documents, to the extent not theretofore paid, all as
the same shall in each case become due and payable in accordance with their
respective terms; and (b) punctually performing and complying with all the
terms, covenants, and conditions of each Agreement and each Note (collectively,
the "Documents") to the same extent as if Matson had been the original obligor
thereunder.
2. Matson, Leasing and the Noteholder agree that (a) the term "the
Company" in the Documents shall mean Matson Navigation Company, Inc., a Hawaii
corporation and successor in interest to Leasing, from and after the date this
assignment and assumption becomes effective (the "Effective Date"); (b) the
provisions of each Document are ratified and confirmed in all respects by
Matson; and (c) except as otherwise expressly set forth herein and in the
Consent, all provisions of each Document shall be and remain in full force and
effect.
3. On the Effective Date, all liability and obligations of (a) Leasing
under the Documents and (b) Matson under the Guaranties shall cease and be of no
further force or effect, unless this Assignment and Assumption Agreement (i) is
successfully challenged in court or by other legal or administrative action or
proceeding; (ii) hereafter becomes null and void or otherwise ineffective in any
respect whatsoever; or (iii) Matson repudiates, or denies it has, any liability,
responsibility or obligation in respect of the Obligations.
4. Matson agrees to execute and deliver such further instruments,
agreements and documents, including without limitation, allonges to the Notes or
new Notes in replacement therefor, in either case reflecting Matson's assumption
thereof, and to take such further actions as the Noteholder may reasonably
request for the purpose of more fully evidencing the assumption by Matson of the
Obligations and otherwise to effect the terms of this Assignment and Assumption
Agreement.
5. Notices to Matson under the Documents shall continue to be given in the
manner and to its address set forth for notices in the applicable Guaranty.
This Assignment and Assumption Agreement shall be governed by the laws of the
State of California, without giving effect to principles of conflicts of law
thereof.
6. This Assignment and Assumption Agreement may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
7. Any provision of this Assignment and Assumption Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
affecting the validity or enforceability of the remaining provisions hereof.
Any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. If
any provision of this Assignment and Assumption Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment
and Assumption Agreement to be executed on its behalf by its officer thereunto
duly authorized, all as of the day and year first above written.
Matson Navigation Company, Inc.
a Hawaii corporation
By /s/ R. J. Donohue
Name:
Title: Senior Vice President
Matson Leasing Company, Inc.
a Hawaii corporation
By /s/ K. C. O'Rourke
Name:
Title: Vice President
The Prudential Insurance Company of America
a New Jersey corporation
By /s/ Raymond G. Kennedy
Name:
Title: Second Vice President
Exhibit 10.a.(xxviii)(b)
CONSENT AND AMENDMENT AGREEMENT
Reference is made to: (i) the note agreement among Matson Leasing Company,
Inc., a Hawaii corporation ("Leasing"), Prudential Reinsurance Company, a
Delaware corporation ("PruRe"), and The Prudential Insurance Company of America,
a New Jersey corporation ("Prudential"), dated as of June 28, 1991 (as amended,
the "1991 Agreement") pursuant to which Leasing issued and sold and Prudential
and PruRe purchased Leasing's $50,000,000 9.00% Notes due October 2, 1999 (the
"9.00% Notes"); (ii) the note agreement between Leasing and Prudential dated as
of July 17, 1992 (as amended, the "July 1992 Agreement"), pursuant to which
Leasing issued and sold and Prudential purchased Leasing's $10,000,000 7.65%
Note due August 2, 2001 (the "7.65% Note"); and (iii) the note agreement dated
March 11, 1992 (as amended, the "March 1992 Agreement") among Leasing,
Prudential and Prudential Property and Casualty Company ("PruPac"), pursuant to
which Leasing issued and sold and Prudential and PruPac purchased Leasing's
$50,000,000 8.00% Notes due August 2, 2000 (the "8.00% Notes"). The 9.00%
Notes, the 8.00% Notes and 7.65% Note are collectively referred to as the
"Leasing Notes."
Subsequent to the respective dates of issuance of the Leasing Notes, PruPac
and PruRe transferred all of their right, title and interest in and to the
Leasing Notes to Prudential, with the result that Prudential is now the only
holder of the Leasing Notes (the "Noteholder").
The Leasing Notes are guarantied by Matson Navigation Company, Inc., the
parent of Leasing ("Parent") pursuant to guaranty agreements dated the date of
such notes (collectively, the "Parent Guaranties"). The 1991 Agreement, the
March 1992 Agreement and the July 1992 Agreement are referred to together as the
"Agreements." The Company and Parent are together referred to as "Matson."
Other capitalized terms not otherwise defined herein shall have the respective
meanings assigned to them in the applicable Agreement or Parent Guaranty.
Matson has advised the Noteholder that Leasing's assets will be sold to
XTRA Corporation ("XTRA") or an affiliate on or about June 30, 1995, on
substantially the terms and conditions set forth in the attached letter of
intent (the "Letter of Intent") between Parent and XTRA dated May 2, 1995 (the
"Transaction"). Matson proposes to use a portion of the net cash proceeds from
the Transaction to prepay up to $10,000,000 principal amount of the 9.00% Notes
at par and up to another $10,000,000 principal amount of the 9.00% Notes at a
spread of 0.50% over the Reinvestment Yield (the "9.00% Notes Prepayment"). The
Transaction may require the consent of the Required Holders under each Agreement
and Parent Guaranty and the 9.00% Notes Prepayment requires the consent of each
holder of the 9.00% Notes. Matson has also requested certain amendments to the
Agreements to reflect the Transaction. The Noteholder is willing to consent to
the foregoing requests, but only on the terms and conditions set forth herein.
A. Consents and Amendments to the Agreements
Subject to the satisfaction of the conditions to effectiveness set forth in
Section C below, Parent, Leasing and the Noteholder hereby agree to the
following consents and amendments to each Agreement:
1. The Noteholder agrees to the consummation of the Transaction on
substantially the terms and conditions of the Letter of Intent and to the 9.00%
Notes Prepayment on the terms set forth in the second paragraph of this Consent
and Amendment, provided that the 9.00% Notes Prepayment shall not occur later
than (July 5), 1995 and any prepayment of the 9.00% Notes at any time thereafter
shall be with the full Yield-Maintenance Premium, as defined in the applicable
Agreement.
2. Amend paragraphs 5 and 6 of each Agreement by deleting said paragraphs
in their entirety and substituting therefor new paragraphs 5 and 6, as set forth
in Exhibit A hereto.
3. Amend paragraph 10B by adding the following at the end thereof:
"Upon the effectiveness of both the Assignment and Assumption
Agreement and the Consent and Amendment, each dated June 30, 1995 (the
"Effective Date") among Matson Leasing Company, Inc., Matson Navigation
Company, Inc. and the holders of the Notes parties thereto, the definitions
set forth in this paragraph 10B that correspond to defined terms used in
paragraphs 5 and 6 of this Agreement, as amended as of the Effective Date
(including, without limitation, "Affiliate," "B of A Agreement," "Capital
Assets," "Capital Construction Fund," "Consolidated Net Earnings,"
"Consolidated Net Worth," "Consolidated Total Capital," "Consolidated
Working Capital," "Debt," "Funded Debt," "Lien," "Material Subsidiary,"
"Principal Assets," "Restricted Investments," "Restricted Payments," and
"Secured Debt Basket"), shall be amended, automatically and without the
necessity of any further written agreement, to incorporate the defined
terms set forth in Section 11 of the Guaranty Agreement, (the "Incorporated
Definitions"), and such definitions are incorporated herein by this
reference; provided that:
(i) all references in the Incorporated Definitions to (A) "the
Company" shall be deemed to refer to Matson Navigation Company, Inc.,
not Matson Leasing Company, Inc.; (B) "the Guarantor" shall be deemed
to refer to the Company (as modified in the immediately preceding
subclause (A)); (C) Section 8 of the Guaranty shall be deemed to refer
to paragraph 5 of this Agreement; and (D) Section 9 of the Guaranty
shall be deemed to refer to paragraph 6 of this Agreement; and
(ii) upon the written request of any holder of the Notes or the
Company, this Agreement shall be amended to restate said paragraph 10B
to reflect the incorporation of the Incorporated Definitions. All
holders of the Notes and the Company hereby agree that the termination
of the Guaranty Agreement, as contemplated by the aforementioned
Assignment and Assumption Agreement, shall not affect the continued
application to this Agreement of the Incorporated Definitions. A
copy of the Incorporated Definitions is attached hereto for
convenience of reference."
4. Amend each Agreement by incorporating all Exhibits in the Guaranty
Agreement referred to in paragraphs 5, 6 or 10B of each Agreement, as amended as
of the Effective Date.
5. Amend paragraph 7A of each Agreement by deleting said paragraph
in its entirety and substituting therefor new paragraph 7A, as set forth in
Exhibit B hereto.
B. Representations and Warranties
As material consideration for the Noteholder's execution and delivery of
this Consent and Amendment Agreement, Parent makes the representations and
warranties set forth in Exhibit C, which representations and warranties will be
reaffirmed on and as of the Closing Date pursuant to Section C below.
As material consideration for Parent and Leasing's execution and delivery
of this Consent and Amendment Agreement, Prudential makes the representations
and warranties set forth in paragraph 9 of each Agreement, and by its execution
and delivery of this Consent and Amendment Agreement, reaffirms such
representations and warranties on and as of the Closing Date.
C. Conditions to Consent
The consent and amendments to the Agreements contained herein shall become
effective on the date (the "Effective Date") on which all of the following
conditions shall have been satisfied or waived:
1. Four (4) copies of this Consent and Amendment Agreement shall have been
duly executed and delivered by the parties hereto.
2. After giving effect to the consents and transactions contained herein
or contemplated hereby, there shall exist no Default or Event of Default under
any Agreement, and the representations and warranties set forth in Exhibit C
shall be true and correct as of the Effective Date, and each of Leasing and
Parent shall have delivered to the Noteholder duly executed Officers'
Certificates to such effect.
3. An original set of good standing certificates with respect to Parent
from the States of Hawaii and California and any other state in which its
failure to qualify to do business as a foreign corporation would have a material
adverse effect on its business, operations, assets, liabilities, prospects or
condition (financial or otherwise) shall have been delivered to the Noteholder.
4. The Noteholder shall have received from Parent a $10,000 structuring
fee, payable by wire transfer in the manner and to the account set forth in the
Purchaser Schedule to the July 1992 Agreement.
5. The Noteholder shall have received an opinion addressed to it in
substantially the form of Exhibit D hereto from Parent's counsel, which may be
Parent's in-house counsel.
6. A letter agreement among Alexander & Baldwin, Inc., A&B-Hawaii, Inc.
(together, "A&B"), and the holders of each series of senior notes issued by A&B
consenting to the Transaction in substantially the form of Exhibit E hereto (the
"A&B Consent") shall have been executed and delivered, and all conditions to its
effectiveness shall have been satisfied or waived.
7. The Noteholder shall have received evidence satisfactory to it that all
conditions to closing of the Transaction (other than the A&B Consent and this
consent) shall have occurred on substantially the terms and conditions
previously disclosed to it, and that the Transaction will be consummated no
later than simultaneously with the effectiveness of the Assumption Agreement (as
defined below).
8. An assignment and assumption agreement in substantially the form of
Exhibit F hereto (the "Assumption Agreement") whereby Parent shall
unconditionally and irrevocably assume all obligations and liabilities of
Leasing under the Leasing Notes and the Agreements shall have been executed and
delivered and become effective.
9. The Noteholder shall have received
(a) an incumbency certificate as to officers signing on behalf of
Parent and Leasing;
(b) a certificate of the Secretary or Assistant Secretary to Parent
(i) as to the absence of any proceedings to dissolve or liquidate
Parent, (ii) attaching the resolutions of the Board of Directors of
Parent authorizing the transactions contemplated by this Consent and
Amendment Agreement, including this consent; the Transaction; the
9.00% Notes Prepayment and the Assumption, and the execution and
delivery of the Assumption Agreement and other related instruments,
agreements and other documents, and stating that such resolutions have
not been revoked, modified or rescinded since their original adoption,
and (iii) attaching copies of Parent's articles of incorporation and
bylaws, certified by the Director of Commerce and Consumer Affairs of
the State of Hawaii and Parent's Assistant Secretary, respectively;
and
(c) copies of any duly executed consents, approvals or waivers
necessary to avert a default, event of default or similar event under
any of Parent's material debt or other agreements, including under any
revolving credit, loan or similar agreement with Bank of America.
10. The Noteholder shall have received such other certificates and other
documents, and all other proceedings to be taken in connection with the
transactions contemplated hereby shall be satisfactory to it.
D. Miscellaneous.
1. Each party hereto agrees to execute and deliver any and all such
consents, instruments and other documents and to take any other action as any
other party hereto may reasonably request to confirm and give effect to the
provisions and intent of this Consent and Amendment Agreement.
2. This Consent and Amendment Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
3. This Consent and Amendment Agreement shall be governed by and construed
in accordance with the laws of the State of California.
4. Except as otherwise expressly provided herein, each party hereto shall
pay for and be responsible for its own fees and expenses in connection with the
transactions contemplated hereby.
If you are in agreement with the foregoing, please sign and return the
enclosed copies of this Consent and Amendment Agreement, and upon the satisfac
tion of the closing conditions above, this shall become a binding agreement
among Leasing, Parent and the Noteholder.
IN WITNESS WHEREOF, this Consent and Assignment Agreement has been executed
by the parties hereto as of June 30, 1995.
The Prudential Insurance Company of America
By /s/ Raymond G. Kennedy
Its Second Vice President
Matson Leasing Company, Inc.
a Hawaii corporation
By /s/ K. C. O'Rourke
Title: Vice President
Matson Navigation Company, Inc.
a Hawaii corporation
By /s/ R. J. Donohue
Title: Senior Vice President
EXHIBIT 11
ALEXANDER & BALDWIN, INC.
COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
------- ------- ------- -------
Primary Earnings Per Share (a)
Net income from continuing operations $3,540 $18,266 $9,494 $33,227
Net income from discontinued operations 19,936 2,668 22,542 4,618
------- ------- ------- -------
Net income $23,476 $20,934 $32,036 $37,845
Average number of shares outstanding 45,513 46,091 45,578 46,199
Primary earnings per share from
continuing operations 0.08 0.39 0.21 0.72
Primary earnings per share from
discontinued operations 0.43 0.06 0.49 0.10
------- ------- ------- -------
Primary earnings per share $0.51 $0.45 $0.70 $0.82
======= ======= ======= =======
Fully Diluted Earnings Per Share
Net income from continuing operations $3,540 $18,266 $9,494 $33,227
Net income from discontinued operations 19,936 2,668 22,542 4,618
------- ------- ------- -------
Net income $23,476 $20,934 $32,036 $37,845
Average number of shares outstanding 45,513 46,091 45,578 46,199
Effect of assumed exercise of
outstanding stock options 9 61 9 95
------- ------- ------- -------
Average number of shares outstanding
after assumed exercise of
outstanding stock options 45,522 46,152 45,587 46,294
======= ======= ======= =======
Fully diluted earnings per share from
continuing operations 0.08 0.39 0.21 0.72
Fully diluted earnings per share from
discontinued operations 0.43 0.06 0.49 0.10
------- ------- ------- -------
Fully diluted earnings per share $0.51 $0.45 $0.70 $0.82
======= ======= ======= =======
(a)The computations of primary earnings per share do not include the effects
of assumed exercises of employee stock options because such effects were
immaterial for both years.
Exhibit 20
Cover Photo: The world-famous windsurfing spot, Ho'okipa Beach Park, is the
point of this aerial view of Maui's North Shore. The photo also shows many
acres of sugar cane undeer cultivation by Hawaiian Commercial & Sugar Company
(HC&S), a division of A&B-Hawaii, Inc. The town of Kahului is far in the
background.
July 28, 1995
TO OUR SHAREHOLDERS
The net income of Alexander & Baldwin, Inc. (A&B) for the second quarter of
1995 was $23,476,000, or $0.51 per share. Net income for the comparable period
of 1994 was $20,934,000, or $0.45 per share. Net income for the first half of
1995 was $32,036,000, or $0.70 per share, versus $37,845,000, or $0.82 per
share, in 1994.
The 1995 results benefited from an after-tax gain on the sale of the
container-leasing business of Matson Leasing Company, Inc., of $17,206,000,
or $0.38 per share, partially offset by an after-tax charge of $5,050,000,
or $0.11 per share, for phasing out sugar-growing operations at the Company's
McBryde plantation on the island of Kauai.
THIRD-QUARTER DIVIDEND
On June 22, 1995, the Board of Directors authorized a third-quarter dividend
of $0.22 per share, payable on September 7, 1995 to shareholders of record as
of the close of business on August 3, 1995.
OPERATING PROFIT, SEGMENT SUMMARIES
Consolidated operating profit for both the second quarter and the first half
of 1995 was substantially lower than in the same periods of 1994. Comparisons
between the periods for each business segment are explained in the following
sections.
Lower Cargo Hampers Matson's Results
Ocean transportation operating profit in the second quarter of 1995 declined
by 30 percent, primarily the result of lower cargo volume in the Hawaii service
of Matson Navigation Company, Inc. (Matson) and higher fuel costs. In the
second quarter of 1994, a competitor's operations were disrupted by a strike,
which boosted Matson's carriage during that quarter. Partly because of that
additional volume in the prior year, comparison of Matson's total second-quarter
1995 Hawaii container volume with that of the 1994 second quarter reflects a
decline of 10 percent. Matson's total Hawaii automobile volume declined five
percent.
For the first half of 1995, ocean transportation operating profit declined by
27 percent, also primarily due to lower cargo and higher fuel costs. For that
period, Matson's total Hawaii container volume was down eight percent and its
total automobile volume was down two percent.
In spite of a small operating loss in the second quarter, results for Matson's
Pacific Coast Shuttle service, now nearing its first anniversary of service, are
continuing to improve. In addition, the process of due diligence continues on
the previously announced proposed strategic operating alliance with American
President Lines, Ltd. If final approvals are received, the agreement would
close in the fourth quarter and the new service would begin at the start of
1996.
XTRA PURCHASES MATSON LEASING FOR $360 MILLION
As previously announced, the sale of Matson Leasing closed on June 30, 1995.
The buyer, XTRA Corporation (XTRA), acquired all the containers and certain
other assets and assumed certain liabilities of Matson Leasing as of that date
for approximately $360 million. The container leasing segment results now are
classified as "discontinued operations." As a result, both revenue and
operating profit for prior periods have been restated.
Since its founding in 1989, Matson Leasing set a fast pace, rising from a
start-up to the seventh-largest international marine container leasing company.
A primary reason for that success was Matson Leasing's strong management team.
That team now will continue, intact, as part of the XTRA organization.
With this sale, A&B will strengthen its balance sheet and have a greater
ability to pursue capital investment opportunities in its remaining core
businesses, especially in ocean transportation and property development.
Income Property Portfolio Increases
Second-quarter 1995 property leasing operating profit was three-percent less
than that in the comparable period in 1994. Property leasing operating profit
for the first six months of 1995 was seven-percent lower than in the first half
of 1994. The portfolio benefited from continuing high occupancy levels for
Mainland properties, where year-to-date occupancy rates averaged 97 percent,
versus 96 percent last year. Occupancy levels for Hawaii properties averaged 89
percent, versus 94 percent last year. A smaller portfolio of leasable property,
due to the sale last year of a shopping center in Denver, Colorado, contributed
to the decreases in operating profit in the second quarter and the first half.
Two properties ---- shopping centers near Reno, Nevada and Greeley, Colorado -
- --- were acquired late in the second quarter, using tax-deferred proceeds from
the Denver sale. Their combined contribution to operating profit should exceed
that of the Denver property.
Earnings also commenced late in the second quarter from a ground lease for a
newly-opened Costco Wholesale Warehouse facility located in Kahului, Maui.
1995 Property Sales Lower
Total second-quarter 1995 property sales revenue was $2.9 million, versus $4.1
million recorded in the second quarter of 1994. Operating profit this quarter
was about half the 1994 figure. Sales in the second quarter of 1995 included
several small, developed business lots, an unimproved parcel and four
residential lots. Sales in the second quarter of 1994 included a two-acre
parcel near the harbor at Kahului, Maui, one developed business lot and two
small, undeveloped parcels.
Property sales revenue of $7.0 million in the first half of 1995 was lower
than the $12.7 million recorded in the first half of 1994. Operating profit
from property sales for the first half was about one-third of that in the first
six months of 1994.
During the second quarter, construction began on the first phase of the 76-
acre Maui Business Park (a project formerly called Kahului Industrial Park). A
final agreement involving 19.5 acres in the Park to be developed into a retail
center is expected to be executed by year-end with a prominent Hawaii developer.
Construction of project infrastructure also began for the 92-home, 21-acre
Makana subdivision on the North Shore of Maui. If market conditions are
promising, a marketing and sales program will commence in late 1995 or early
1996. Sales activities also were initiated in the second quarter at the 102-
unit Kahului Ikena residential condominium project.
In early May, the State Land Use Commission approved a petition to grant State
urban district classification on an incremental basis for the balance of the
1,045-acre Kukui'ula planned residential community on Kauai. Construction on
the project remains suspended pending better economic conditions on that island.
A&B now is pursuing the next entitlement step, which is County zoning to create
a 727-acre first phase, so as to be prepared to move ahead when conditions
warrant.
Kauai Sugar to Phase Out;
Sugar Refining Losses Persist
Food products operating results declined substantially in the second quarter
of 1995 versus the same period in 1994. The segment broke even in the second
quarter of 1994, but there was a loss of $11.4 million in the second quarter
this year, which included an $8.1 million pre-tax charge for phasing out sugar
operations at the McBryde plantation on Kauai. Results in the second quarter of
1995 also reflect a larger operating loss at California and Hawaiian Sugar
Company, Inc. (C&H) and lower operating profit for sugar growing.
At McBryde, the phase-out announced on June 22 began with the immediate
cessation of cane planting. Harvesting of sugar cane will, however, continue
until September 1996. The Company's primary agricultural focus on Kauai now
will be on the coffee-growing activities at its Island Coffee Company, Inc.
subsidiary. Island Coffee is one of the largest drip-irrigated coffee
plantations in the world, with nearly 4,000 acres under cultivation. A&B's
sugar-growing activities henceforth will be concentrated at HC&S, the Company's
substantially larger and more efficient plantation on Maui.
Sugar refining operations of C&H were hurt by unusually high raw cane sugar
prices and continuing relatively low refined product prices. Although the
contracts with two labor units expired on May 31, 1995, refinery operations at
C&H are continuing without a contract at this time.
Legislation that will affect many agricultural commodities, including sugar,
presently is being considered by the Congress. A&B continues to work with the
sweetener industry and congressional representatives in an effort to include an
effective and fair domestic sugar program in this legislation.
1995 ---- INITIATIVES LEAD TO A TRANSITION
After growing rapidly for the past 30 years, Hawaii's economy has experienced
declines or no growth in the last four years, and prospects for a near-term
recovery remain uncertain. Faced with such uncertainty, businesses like ours
cannot afford simply to wait for the economic environment
to improve.
That is why we initiated the projects announced recently, including the sale
of Matson Leasing, the agreement for development of a substantial retail
facility at our new Maui Business Park, the decision to phase out sugar at
McBryde, the acquisition of additional income-producing properties on the
Mainland and the proposed alliance between Matson and American President Lines,
as well as last year's start-up of Matson's new Pacific Coast Shuttle service.
These, and other initiatives being planned, are essential to ensure the
Company's continued growth and profitability.
/s/ John C. Couch
John C. Couch
Chairman, President and
Chief Executive Officer
Condensed Balance Sheets
(In thousands)
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
June 30 December 31
1995 1994
---------- ----------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $367,452 $8,987
Accounts and notes receivable, net 147,630 129,156
Inventories 98,793 90,677
Property held for sale 3,200 4,014
Deferred income taxes 13,982 21,347
Prepaid expenses and other 9,724 14,127
Accrued deposits to Capital
Construction Fund (146,511) (550)
---------- ----------
Total current assets 494,270 267,758
---------- ----------
Investments 74,059 64,913
---------- ----------
Real Estate Developments 66,523 66,371
---------- ----------
Property, at cost 1,730,283 1,720,390
Less accumulated depreciation
and amortization 753,855 744,718
---------- ----------
Property - net 976,428 975,672
---------- ----------
Capital Construction Fund 327,033 176,044
Net Assets of Discontinued ---------- ----------
Operations (Note f) - 313,690
---------- ----------
Other Assets 48,742 67,713
---------- ----------
Total $1,987,055 $1,932,161
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term liabilities $144,210 $35,177
Short-term commercial paper borrowing 76,000 58,000
Accounts payable 40,409 51,757
Other 99,675 64,778
---------- ----------
Total current liabilities 360,294 209,712
---------- ----------
Long-term Liabilities:
Long-term debt 437,829 526,231
Capital lease obligations 30,305 35,274
Post-retirement benefit obligations 118,988 116,610
Other 55,955 61,759
---------- ----------
Total long-term liabilities 643,077 739,874
---------- ----------
Deferred Income Taxes 347,920 349,961
---------- ----------
Shareholders' Equity:
Capital stock 37,307 37,493
Additional capital 39,541 38,862
Unrealized holding gains on securities 34,049 29,073
Retained earnings 538,684 541,910
Cost of treasury stock (13,817) (14,724)
---------- ----------
Total shareholders' equity 635,764 632,614
---------- ----------
Total $1,987,055 $1,932,161
========== ==========
See financial notes.
Condensed Statements of Income
(In thousands except per share amounts)
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 (1) 1995 1994 (1)
-------- -------- -------- --------
(unaudited) (unaudited)
Revenue:
Net sales, revenue from services and rentals $264,581 $271,181 $504,122 $504,989
Interest, dividends and other 5,686 4,494 11,867 10,491
-------- -------- -------- --------
Total revenue 270,267 275,675 515,989 515,480
-------- -------- -------- --------
Costs and Expenses:
Costs of goods sold, services and rentals 221,864 213,110 422,097 395,494
Selling, general and administrative 27,151 27,350 55,963 54,863
Plantation closure (Note e) 8,100 - 8,100 -
Interest 7,711 7,102 15,163 13,945
Income taxes 1,901 9,847 5,172 17,951
-------- -------- -------- --------
Total costs and expenses 266,727 257,409 506,495 482,253
-------- -------- -------- --------
Income from continuing operations 3,540 18,266 9,494 33,227
Discontinued Operations (Note f):
Income from operations of Matson Leasing Co.
(less applicable income taxes) 2,730 2,668 5,336 4,618
Gain on sale of Matson Leasing Co.
(less applicable income taxes of $9,100) 17,206 - 17,206 -
-------- -------- -------- --------
Net Income $23,476 $20,934 $32,036 $37,845
======== ======== ======== ========
Earnings Per Share:
Continuing Operations $0.08 $0.39 $0.21 $0.72
Discontinued Operations $0.43 $0.06 $0.49 $0.10
-------- -------- -------- --------
Total $0.51 $0.45 $0.70 $0.82
======== ======== ======== ========
Dividends Per Share $0.22 $0.22 $0.44 $0.44
Average Number of Shares Outstanding 45,513 46,091 45,578 46,199
Industry Segment Data (In thousands)
Revenue:
Ocean Transportation $149,663 $159,403 $294,705 $295,894
Property Development and Management:
Leasing 8,441 8,315 16,522 16,767
Sales 2,874 4,082 6,995 12,691
Food Products 108,588 103,209 196,385 188,657
Other 701 666 1,382 1,471
-------- -------- -------- --------
Total $270,267 $275,675 $515,989 $515,480
======== ======== ======== ========
Operating Profit: (2)
Ocean Transportation $20,855 $29,591 $37,957 $51,883
Property Development and Management:
Leasing 5,729 5,896 11,203 12,072
Sales 1,524 3,124 3,220 8,659
Food Products :
Before Plantation Closure (3,288) 14 (7,130) (50)
Plantation Closure (8,100) - (8,100) -
Other 656 733 1,269 1,361
-------- -------- -------- --------
Total $17,376 $39,358 $38,419 $73,925
======== ======== ======== ========
(1) Restated to exclude discontinued operations
(2) Before interest expense, corporate expense and income taxes
See financial notes.
Condensed Statements of Cash Flows
(In thousands)
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Six Months Ended June 30 1995 1994
- ---------------------------------------------------------------------------------------------
(unaudited)
Cash Flows from Continuing Operating Activities $48,342 $50,681
------- -------
Cash Flows from Continuing Investing Activities:
Capital expenditures (27,681) (30,986)
Proceeds from sale of subsidiary 357,471 -
Proceeds from disposal of property,
investments and other assets 185 617
Deposits into Capital Construction Fund (5,173) (4,764)
Withdrawals from Capital Construction Fund 145 9,711
Increase in investments (1,616) (15)
------- -------
Net cash provided by (used in) continuing
investing activities 323,331 (25,437)
------- -------
Cash Flows from Continuing Financing Activities:
Proceeds from issuances of long-term debt 40,000 25,500
Payment of long-term liabilities (24,597) (22,135)
Proceeds from issuances of
short-term commercial paper 18,000 3,000
Proceeds from issuances of capital stock - 73
Repurchase of capital stock (5,337) (10,278)
Dividends paid (20,059) (20,353)
------- -------
Net cash provided by (used in)
continuing financing activities 8,007 (24,193)
------- -------
Net Increase in Cash and Cash
Equivalents From Continuing Operations $379,680 $1,051
======== =======
Net Increase (Decrease) in Cash and Cash Equivalents
From Discontinued Operations (Note f) ($21,785) $3,645
======== =======
Other Cash Flow Information:
Interest paid, net of amounts capitalized $21,843 $20,144
Income taxes paid, net of refunds 1,191 12,875
Other Non-Cash Information:
Accrued deposits to Capital Construction
Fund, net of accrued withdrawals 145,961 2,006
Depreciation 53,797 52,167
Cash dividends accrued 10,013 10,120
See financial notes.
FINANCIAL NOTES
(Unaudited)
(a) 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, but, in the opinion of management, all material adjustments necessary
for the fair presentation of interim period results have been included in
this interim financial report.
(b) Estimated effective annual income tax rates differ from statutory rates,
primarily due to the dividends-received deductions and various tax credits.
(c) Certain amounts have been reclassified to conform with current year
presentation.
(d) Dividends payable in September 1995 and 1994 ($0.22 per share) were
declared and accrued as liabilities in June of the respective years.
(e) In June 1995, the Company announced the restructuring of its
agricultural operations in Hawaii with the phase out of sugar production at
its McBryde Sugar Company, Limited subsidiary on Kauai. The restructuring
costs of $8.1 million are shown as a separate item in the accompanying
income statements.
(f) On June 30, 1995, the Company sold the containers and certain other assets
and liabilities of Matson Leasing Company, Inc. to XTRA Corporation for
approximately $360 million. Accordingly, the container leasing segment is
reported as a discontinued operation at June 30, 1995, and the consolidated
financial statements separately report the net assets, operating results
and cash flows of the business. The amounts presented for prior periods
have been restated for comparability.
The sale resulted in a pre-tax gain of $26.3 million, which included the
gain on the sale of assets less estimated costs to be incurred in
connection with the sale. The Company plans to use the proceeds from the
sale to repay debt and to meet the capital needs of the remaining segments.
5
1,000
6-MOS
DEC-31-1995
JUN-30-1995
(101)
367553
154171
6541
98793
494270
1730283
753855
1987055
360294
437829
37307
0
0
598457
1987055
504122
515989
422097
422097
64063
0
15163
14666
5172
9494
22542
0
0
32036
.70
.70
