UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
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_ OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission file number 0-565
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ALEXANDER & BALDWIN, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Hawaii 99-0032630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 3440, Honolulu, Hawaii 9680l
822 Bishop Street, Honolulu, Hawaii 96813
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(Address of principal executive offices) (Zip Code)
(808) 525-6611
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address, and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one): Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Number of shares of common stock outstanding as of
March 31, 2006: 44,236,406
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
The unaudited condensed consolidated financial statements and notes for the
first quarter of 2006 are presented below, with comparative figures for the
first quarter of 2005.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In millions, except per-share amounts)
Three Months Ended
March 31,
2006 2005
---- ----
Revenue:
Operating revenue $ 362.2 $ 364.6
--------- ---------
Costs and Expenses:
Costs of goods sold, services and rentals 294.2 277.8
Selling, general and administrative 35.8 32.1
--------- ---------
Operating costs and expenses 330.0 309.9
--------- ---------
Operating Income 32.2 54.7
Other Income and (Expense)
Equity in income of real estate affiliates 13.9 1.0
Interest income 2.2 0.9
Interest expense (3.2) (2.8)
--------- ---------
Income Before Taxes 45.1 53.8
Income taxes 17.2 20.4
--------- ---------
Income From Continuing Operations 27.9 33.4
Discontinued Operations (net of income taxes) 9.5 4.3
--------- ---------
Net Income $ 37.4 $ 37.7
========= =========
Basic Earnings Per Share:
Continuing operations $ 0.64 $ 0.77
Discontinued operations 0.21 0.10
--------- ---------
Net income $ 0.85 $ 0.87
========= =========
Diluted Earnings Per Share:
Continuing operations $ 0.63 $ 0.76
Discontinued operations 0.21 0.10
--------- ---------
Net income $ 0.84 $ 0.86
========= =========
Dividends Per Share $ 0.225 $ 0.225
Average Number of Shares Outstanding 43.9 43.4
Average Number of Dilutive Shares Outstanding 44.3 44.0
See Notes to Condensed Consolidated Financial Statements
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Industry Segment Data, Net Income
(In millions)
Three Months Ended
March 31,
2006 2005
---- ----
Revenue:
Transportation:
Ocean transportation $ 219.3 $ 206.2
Logistics services 108.4 96.1
Real Estate:
Leasing 24.6 21.9
Sales 23.8 45.9
Less amounts reported in discontinued
operations (23.3) (26.4)
Food Products 15.5 22.4
Reconciling Items (6.1) (1.5)
---------- ----------
Total revenue $ 362.2 $ 364.6
========== ==========
Operating Profit, Net Income:
Transportation:
Ocean transportation $ 18.3 $ 29.7
Logistics services 4.7 3.0
Real Estate:
Leasing 12.1 10.7
Sales 27.1 16.5
Less amounts reported in discontinued
operations (15.2) (7.0)
Food Products 6.5 9.0
---------- ----------
Total operating profit 53.5 61.9
Interest Expense (3.2) (2.8)
General Corporate Expenses (5.2) (5.3)
---------- ----------
Income From Continuing Operations Before
Income Taxes 45.1 53.8
Income Taxes (17.2) (20.4)
---------- ----------
Income From Continuing Operations 27.9 33.4
Discontinued Operations (net of income taxes) 9.5 4.3
---------- ----------
Net Income $ 37.4 $ 37.7
========== ==========
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions)
March 31, December 31,
2006 2005
---- ----
ASSETS
Current Assets:
Cash and cash equivalents $ 82 $ 57
Accounts and notes receivable, net 166 177
Inventories 38 18
Real estate held for sale 2 9
Deferred income taxes 16 16
Prepaid expenses and other assets 26 25
Accrued withdrawal, net from Capital Construction Fund -- 1
--------- ---------
Total current assets 330 303
--------- ---------
Investments 115 154
--------- ---------
Real Estate Developments 83 71
--------- ---------
Property, at cost 2,257 2,222
Less accumulated depreciation and amortization 936 933
--------- ---------
Property - net 1,321 1,289
--------- ---------
Capital Construction Fund 112 93
--------- ---------
Other Assets 166 161
--------- ---------
Total $ 2,127 $ 2,071
========= =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt $ 31 $ 31
Accounts payable 129 134
Other 95 89
--------- ---------
Total current liabilities 255 254
--------- ---------
Long-term Liabilities:
Long-term debt 294 296
Deferred income taxes 421 415
Post-retirement benefit obligations 48 47
Other 61 45
--------- ---------
Total long-term liabilities 824 803
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Capital stock 36 36
Additional capital 176 175
Deferred compensation -- (6)
Accumulated other comprehensive loss (7) (7)
Retained earnings 854 827
Cost of treasury stock (11) (11)
--------- ---------
Total shareholders' equity 1,048 1,014
--------- ---------
Total $ 2,127 $ 2,071
========= =========
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions)
Three Months Ended
March 31,
2006 2005
---- ----
Cash Flows from Operating Activities $ 40 $ 46
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (47) (9)
Proceeds from disposal of property and other assets 30 5
Capital Construction Fund, net (18) 2
Investments, net 29 (6)
-------- --------
Net cash used in investing activities (6) (8)
-------- --------
Cash Flows from Financing Activities:
Payments of long-term debt (2) (2)
Payments of short-term debt, net -- (5)
Proceeds from issuances of capital stock 3 6
Dividends paid (10) (10)
-------- --------
Net cash used in financing activities (9) (11)
-------- --------
Net Increase in Cash and Cash Equivalents $ 25 $ 27
======== ========
Other Cash Flow Information:
Interest paid, net of amounts capitalized $ (4) $ (5)
Income tax refunds, net of payments 1 --
Other Non-cash Information:
Depreciation expense (21) (20)
Tax-deferred property sales 21 28
Tax-deferred property purchases (8) (19)
See Notes to Condensed Consolidated Financial Statements.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) The Condensed Consolidated Financial Statements are unaudited. Because
of the nature of the Company's operations, the results for interim
periods are not necessarily indicative of results to be expected for
the year. In the opinion of management, all material adjustments
necessary for the fair presentation of interim period results have been
included in the interim financial statements.
(2) The 2006 estimated effective income tax rate of 38 percent is sub-
stantially the same as the Company's statutory rate.
(3) Commitments and Contingencies: Commitments and financial arrangements
that are not recorded on the Company's balance sheet at March 31, 2006,
other than operating lease obligations, included the following (in
millions):
Vessel purchases (a) $ 148
Guarantee of HS&TC debt (b) -
Standby letters of credit (c) $ 20
Bonds (d) $ 8
Benefit plan withdrawal obligations (e) $ 65
These amounts are not recorded on the Company's balance sheet and, with
the exception of item (a), it is not expected that the Company or its
subsidiaries will be called upon to advance funds under these
commitments.
(a) In February 2005, Matson Navigation Company, Inc.
("Matson") entered into an agreement with Kvaerner
Philadelphia Shipyard Inc. to purchase two
containerships. The first of these two ships, the MV
Manulani, was delivered during 2005, and the second
ship, the MV Maunalei, is expected to be delivered in
2006. The purchase of the MV Maunalei is expected to
be funded with the Capital Construction Fund ("CCF"),
operating cash flows and a revolving credit facility
that was executed in 2005. No progress payments are
required under the contract; accordingly, payment in
full is required upon the delivery. No obligation is
recorded on the financial statements for the MV
Maunalei because conditions necessary to record either
a liability or an asset have not been met.
(b) The Company has guaranteed up to $21.5 million of a $30
million Hawaiian Sugar & Transportation Cooperative
("HS&TC") revolving credit line. HS&TC is a raw-sugar
marketing and transportation cooperative that is used
to market and transport the Company's raw sugar to C&H
Sugar Company, Inc. ("C&H"); the Company is a member of
HS&TC. Under normal circumstances, the guarantee would
not exceed $15 million. The amount would only increase
to $21.5 million if the amounts owed by C&H are
outstanding beyond normal 10-day terms. No amounts were
borrowed under the facility at the end of the first
quarter.
(c) At March 31, 2006, the Company has arranged for standby
letters of credit totaling $20 million. This includes
letters of credit, totaling approximately $14 million,
which enable the Company to qualify as a self-insurer
for state and federal workers' compensation
liabilities. The balance also includes approximately $6
million for performance guarantees related to real
estate projects.
(d) Of the $8 million in bonds, $6 million is for customs
bonds, $1 million relates to real estate construction
projects in Hawaii and $1 million is for ocean
transportation matters.
(e) The withdrawal liabilities for multiemployer pension
plans, in which Matson is a participant, aggregated
approximately $65 million as of the most recent
valuation dates. Management has no present intention of
withdrawing from and does not anticipate termination of
any of these plans.
At December 31, 2005, the Company had a limited loan guarantee for the
Hokua joint venture. In January 2006, all of the residential units and
the commercial units were sold and the construction loan was repaid.
Accordingly, the guarantee no longer exists.
The Company and certain subsidiaries are parties to various legal
actions and are contingently liable in connection with claims and
contracts arising in the normal course of business, the outcome of
which, in the opinion of management after consultation with legal
counsel, will not have a material adverse effect on the Company's
financial position or results of operations.
(4) Share-Based Compensation: The Company may grant incentive and
non-qualified options to purchase shares of the Company's stock at an
exercise price equal to fair market value at the grant date, as
determined by the Compensation Committee of the Board of Directors. The
options vest ratably over three years and, if not exercised, expire 10
years after grant. Shares issued as a result of stock option exercises
are funded with the issuance of new shares. Shares tendered to the
Company in connection with stock option exercises are retired.
The Company may also issue shares of the Company's common stock, in
connection with the stock option plans, as a reward for past service
rendered or as an incentive for future service. Service-based
restricted shares generally vest over three years. The Company has
issued performance-based restricted shares that vest one year after
grant, with the number of shares earned based on the achievement of
annual financial targets established at the beginning of the fiscal
year. The Company's various stock option plans are described in its
most recent Form 10-K and in other filings with the Securities and
Exchange Commission. As of March 31, 2006, 1,496,060 shares have been
authorized for issuance under the equity compensation plans but had not
been granted.
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 123
(revised 2004), "Share-Based Payment." The Company adopted SFAS 123R,
as required, on January 1, 2006 using the modified prospective
approach. This method requires that the Company recognize compensation
expense as the unvested portion of awards issued prior to January 1,
2006 and new awards vest, using the estimated fair value determined at
each grant date.
The Company determines fair value of stock options using the
Black-Scholes option pricing model. The following assumptions were used
to compute the fair value of stock option grants:
2006 2005
---- ----
Stock volatility 22.1% 22.2%
Expected term from grant date (in years) 6.0 6.4
Risk-free interest rate 4.5% 4.0%
Dividend yield 1.7% 2.2%
o The expected term of the awards was based on historical
averages. The Company analyzed various groups of employees
and sensitivities and determined that the historical rate
of 6 years was reasonable and that there are no expected
or unusual trends that would likely affect this
assumption. An increase in the expected holding period
will increase stock compensation expense.
o The expected stock volatility was determined based on
historical actual volatility of A&B common stock
determined over a 6-year period. An increase in the
weighted average volatility assumption will increase stock
compensation expense.
o The risk free interest rate was based on U.S. Government
treasury yield curve for periods equal to the expected
life of the option on the grant date. An increase in the
risk-free interest rate will increase stock compensation
expense.
o The expected dividend yield is based on the Company's
current and past dividend policy. An increase in the
dividend yield will decrease stock compensation expense.
Based upon the above assumptions, the weighted average fair values for
stock options granted during the first quarters ended March 31, 2006
and 2005, were $13.70 and $10.18, respectively.
The fair value of the 172,300 options granted during the first
quarter of 2006 was $2.4 million. The forfeiture rate used in
determining the compensation expense was 6 percent. The Company
recognized share-based compensation expense on option awards of
$396,000 ($0.01 per share) after tax for the first quarter of 2006.
Prior to January 1, 2006, the Company accounted for stock-based
compensation expense to employees in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock issued to
Employees." The following table illustrates the effect on first-quarter
2005 net income and earnings per share if the Company had applied the
fair value recognition provisions of SFAS No. 123R, as amended by SFAS
No. 148 (in millions, except per-share amounts):
Quarter Ended
March 31
--------
2005
Net Income:
As reported $ 37.7
Stock-based compensation expense determined under
fair value based method for all awards, net of related
tax effects (0.4)
---------
Pro forma $ 37.3
=========
Net Income Per Share:
Basic, as reported $ 0.87
Basic, pro forma $ 0.86
Diluted, as reported $ 0.86
Diluted, pro forma $ 0.85
Effect on average shares outstanding of assumed exercise
of stock options (in millions of shares):
Average number of shares outstanding 43.4
Effect of assumed exercise of outstanding stock options 0.6
---------
Average number of shares outstanding after assumed
exercise of outstanding stock options 44.0
=========
Activity in the Company's stock option plans for the first quarter of
2006 was as follows:
Employee Plans Directors' Plans
------------------------- ------------------------- Weighted
1998 1989 Average
1998 1989 Directors' Directors' Total Exercise
Plan Plan Plan Plan Shares Price
---- ---- ---------- ---------- ------ --------
December 31, 2005 1,190.1 38.2 215.8 42.0 1,486.1 $ 31.16
Granted 172.3 -- -- -- 172.3 $ 52.53
Exercised (46.9) (8.8) (6.0) (9.0) (70.7) $ 26.90
Canceled (0.9) -- -- -- (0.9) $ 31.31
---------- ---------- -------- --------- -----------
March 31, 2006 1,314.6 29.4 209.8 33.0 1,586.8 $ 33.67
========== ========== ======== ======== ===========
Exercisable 888.1 29.4 87.2 33.0 1,037.7 $ 28.80
---------- ---------- -------- -------- -----------
The total intrinsic value of options exercised during the
first quarters ended March 31, 2006 and 2005 was $1.6 million and $5.2
million, respectively. As of March 31, 2006, there was $5.7 million of
total unrecognized compensation cost related to unvested stock options
granted under the Company's stock option plans. That cost is expected
to be recognized over a weighted average of two years. Unrecognized
compensation cost related to unvested restricted stock granted was $10.9
million, with the cost expected to be recognized over the next three years.
The following table summarizes stock option information as of March 31,
2006 (excludes restricted stock):
Weighted Weighted
Options Average Weighted Options Average
Range of Outstanding Remaining Average Exercisable Price of
Exercise as of Contractual Life Exercise as of Exercisable
Prices 3/31/2006 (in Years) Price 3/31/2006 Options
-------- ----------- ---------------- --------- ----------- -----------
$20.01 - 24.00 95.9 3.6 $ 21.39 95.9 $ 21.39
$24.01 - 28.00 474.3 5.7 $ 26.28 466.3 $ 26.27
$28.01 - 32.00 214.8 4.7 $ 28.58 209.5 $ 28.51
$32.01 - 36.00 361.3 7.8 $ 33.47 201.7 $ 33.49
$36.01 - 40.00 0.2 5.4 $ 37.98 -- --
$40.01 - 44.00 73.0 9.0 $ 40.42 -- --
$44.01 - 48.00 195.0 8.8 $ 44.45 64.3 $ 44.45
$48.01 - 52.53 172.3 9.8 $ 52.53 -- --
------- -------
$ 0.00 - 52.53 1,586.8 6.9 $ 33.67 1,037.7 $ 28.80
======= =======
As of December 31, 2005, 184,320 restricted stock shares, issued in
connection with the stock option plans, were outstanding. These shares
had a weighted average grant-date fair value of $41.38 per share.
During January 2006, an additional 126,450 restricted shares were
issued at a fair value of $52.53 per share. During the first quarter
ended March 31, 2005, 132,600 shares were issued at a fair value of
$44.45 per share.
During the quarter ended March 31, 2006, the restrictions were removed
on 57,117 shares as those shares vested. The weighted average fair
value of these vested shares was $41.97 per share. At March 31, 2006,
253,653 unvested restricted shares were outstanding representing an
average fair value of $11.9 million.
The total pre-tax compensation cost recognized related to restricted
stock grants for the first quarters ended March 31, 2006 and 2005, were
$1.2 million and $0.4 million, respectively.
(5) Accounting for and Classification of Discontinued Operations: As
required by Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
the sales of certain income-producing assets are classified as
discontinued operations if (i) the operations and cash flows of the
assets can be clearly distinguished from the remaining assets of the
Company, (ii) the cash flows that are specific to the assets sold have
been, or will be, eliminated from the ongoing operations of the
Company, (iii) the Company will not have a significant continuing
involvement in the operations of the assets sold, and (iv) the amount
is considered material. Certain assets that are "held for sale," based
on the likelihood and intention of selling the property within 12
months, also are treated as discontinued operations. Depreciation on
these assets is discontinued upon reclassification. Sales of land,
residential houses, and office condominium units are generally
considered inventory and are not included in discontinued operations.
Discontinued operations were as follows (in millions):
Quarter Ended
March 31,
---------
2006 2005
---- ----
Discontinued Operations (net of tax)
Sales of Assets $ 9.4 $ 3.9
Leasing Operations 0.1 0.4
-------- --------
Total $ 9.5 $ 4.3
======== ========
(6) Other Comprehensive Income for the three months ended March 31, 2006
and 2005 was as follows (in millions):
Quarter Ended
March 31,
---------
2006 2005
---- ----
Net Income $ 37.4 $ 37.7
Company's Share of Investee's
Minimum Pension Liability
Adjustment and Financial
Hedging Transactions 0.1 --
-------- ---------
Comprehensive Income $ 37.5 $ 37.7
======== =========
(7) Pension and Post-retirement Plans: The Company has defined benefit
pension plans that cover substantially all non-bargaining unit and
certain bargaining unit employees. The Company also has unfunded
non-qualified plans that provide benefits in excess of the amounts
permitted to be paid under the provisions of the tax law to
participants in qualified plans. The assumptions related to discount
rates, expected long-term rates of return on invested plan assets,
salary increases, age, mortality and health care cost trend rates,
along with other factors, are used in determining the assets,
liabilities and expenses associated with pension benefits. Management
reviews the assumptions annually with its independent actuaries, taking
into consideration existing and future economic conditions and the
Company's intentions with respect to these plans. Management believes
that its assumptions and estimates for 2006 are reasonable. Different
assumptions, however, could result in material changes to the assets,
obligations and costs associated with benefit plans.
The Components of Net Periodic Benefit Cost for the first quarters of
2006 and 2005 were as follows (in millions):
Pension Benefits Post-retirement Benefits
---------------- ------------------------
2006 2005 2006 2005
---- ---- ---- ----
Service Cost $ 1.8 $ 1.6 $ 0.2 $ 0.2
Interest Cost 4.1 4.0 0.8 0.8
Expected Return on Plan Assets (6.5) (6.1) -- --
Amortization of Prior Service Cost 0.1 0.1 -- --
Amortization of Net (Gain) Loss 0.4 0.4 0.3 0.3
-------- -------- -------- --------
Net Periodic Benefit Cost $ (0.1) $ -- $ 1.3 $ 1.3
======== ======== ======== ========
The total year 2006 net periodic pension income is expected to be
approximately $0.4 million. No contributions to the Company's pension
plans are expected to be required during 2006.
(8) Subsequent Events:
Dividend Increase Authorized. On April 27, 2006, the Board of
Directors authorized an increase in the Company's quarterly dividend
from $0.225 per share to $0.25 per share, effective with the second
quarter of 2006. The second quarter dividend is payable on June 1,
2006 to shareholders of record as of the close of business on May 11,
2006.
Real-estate Joint Ventures. On April 27, 2006, the Company
announced that, through its wholly owned real estate development
subsidiary, A&B Properties, Inc., it had entered into an agreement
with Gentry Investment Properties, a part of the Gentry family of
companies, to form a joint venture that will develop Phase I of the
Waiawa master-planned community in Central Oahu. The joint venture
will act as the master developer for Phase I, selling development
parcels to homebuilders. Phase I is planned and entitled for
approximately 5,000 residential units, to be developed over a 10-year
time frame. The Company's expected equity contribution to the joint
venture will be approximately $50 million. The agreement for the
joint venture is subject to the satisfaction of certain conditions,
including the execution of project financing agreements.
Financing Agreement. On April 20, 2006, the Company entered into a
three-year unsecured note purchase and private shelf agreement, dated
as of April 19, 2006, ("Agreement") with Prudential Investment
Management, Inc., The Prudential Insurance Company of America,
Prudential Retirement Insurance and Annuity Company, Gibraltar Life
Insurance Co., Ltd., and The Prudential Insurance Company, Ltd.
(individually and collectively, "Prudential") under which the Company
may issue notes in an aggregate amount up to $400,000,000 less the sum
of all principal amounts then outstanding on any notes issued by the
Company or any of its subsidiaries to Prudential and the amount of any
such notes then committed to be purchased by Prudential. The Agreement
also provides for the commitment by Prudential to purchase and, subject
to a right of cancellation by the Company, the commitment by the
Company to issue three new series of senior promissory notes totaling
$125,000,000. The proceeds from such notes may be used by the Company
for general business purposes and for real estate activities.
The Agreement replaces a $75,000,000 private shelf agreement
between the Company and Prudential that expired in March 2006, against
which no amounts had been drawn.
Described below is each of the three series of senior
promissory notes, in aggregate totaling $125,000,000, to which
Prudential is committed under the Agreement to purchase and, subject to
a right of cancellation by the Company, A&B is committed under the
Agreement to issue.
The Series A notes will total $50 million and will be drawn on
December 20, 2006. They will carry interest at an annual fixed-rate of
5.53% and will be repayable in twelve equal semi-annual installments of
principal in the amount of $4,166,666.67, commencing on June 20, 2011,
with a final maturity on December 20, 2016.
The Series B notes will total $50 million and will be drawn on
March 20, 2007. They will carry interest at an annual fixed-rate of
5.55% and will be repayable in ten equal semi-annual installments of
principal in the amount of $5,000,000, commencing on September 20,
2012, with a final maturity on March 20, 2017.
The Series C notes will total $25 million and will be drawn on
June 20, 2007. They will carry interest at an annual fixed-rate of
5.56% and will be repayable in five equal semi-annual installments of
principal in the amount of $5,000,000, commencing on June 20, 2014,
with a final maturity on June 20, 2016.
The Agreement provides that during the three-year term of the
Agreement, the Company may request that Prudential purchase notes to be
issued by the Company in an amount up to $400,000,000 less the sum of
all principal amounts then outstanding on any notes issued by the
Company or any of its subsidiaries to Prudential or the amount of any
such notes then committed to be purchased by Prudential. As of April
20, 2006, the principal amount then outstanding on all existing Company
notes totaled $212,357,000. Therefore, when the Agreement was executed,
the Company could issue notes under the Agreement in an amount totaling
$187,643,000. Of this total, Prudential has committed to purchase
$125,000,000 of new notes under the Series A, B and C notes described
above, leaving $62,643,000 in uncommitted availability under the
Agreement.
As the Company repays the principal outstanding on notes held
by Prudential, the principal amount of notes that are available to be
issued by the Company under the Agreement increases. The scheduled
principal repayments on existing notes held by Prudential, during the
term of the Agreement, are: $26,500,000 for the period April 21 through
December 31, 2006, $26,500,000 for 2007, and $27,500,000 for 2008.
There are no scheduled repayments of notes held by Prudential for the
period January 1, 2009 through April 20, 2009.
Certain of the principal negative covenants contained in the
Agreement include a requirement that:
(a) Consolidated shareholders equity not be less than
the sum of $760,631,250 plus, to the extent positive,
25% of quarterly net income earned after December 31,
2005.
(b) Consolidated debt not exceed 375% of earnings before
interest, taxes, depreciation and amortization
(commonly referred to as EBITDA) for the previous
four fiscal quarters.
(c) The value of the Company's unencumbered developed
real estate portfolio as of the last day of any two
consecutive fiscal quarters not be less than the
lower of $350,000,000 or an amount equal to 50% of
the Total Investment Property Value, as such term is
defined in the Agreement, unless, as of the later of
such days, the operating income from unencumbered
real estate investments for the Company's most recent
four fiscal quarters was at least $28,000,000.
(d) The Company not make loans or advances to any person,
other than:
a. Loans to third parties up to an aggregate of
$50,000,000, or
b. Purchase money loans in connection with the
sale of real property in the ordinary course
of business so long as the aggregate of such
loans does not exceed 15% of consolidated
total assets.
Subject to the provisions noted above, the Agreement permits the
Company to mortgage new development properties and to place liens
against existing and future developed real estate. The Agreement also
permits Matson to borrow funds and secure its assets without
limitation, but limits the amount of any guarantees that Matson may
make to or on behalf of A&B or to its non-Matson businesses.
The Agreement also limits the amount of guarantees that A&B may
make to its unconsolidated joint ventures and affiliates, limits A&B's
ability to sell the stock of subsidiaries and other assets without
using the proceeds to repay debt or acquire replacement assets, and
limits payment of dividends in the event of a default under the
Agreement.
Prepayment of amounts borrowed under the Agreement, including
the Series A, B, and C notes, may be made in whole or in part at par
plus a yield maintenance premium at the treasury rate corresponding to
the average remaining maturity, plus 50 basis points.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------
The following analysis of the consolidated financial condition and
results of operations of Alexander & Baldwin, Inc. and its subsidiaries
(collectively, the "Company") should be read in conjunction with the condensed
consolidated financial statements and related notes thereto included in Item 1
of this Form 10-Q.
FORWARD-LOOKING STATEMENTS
The Company, from time to time, may make or may have made certain
forward-looking statements, whether orally or in writing, such as forecasts and
projections of the Company's future performance or statements of management's
plans and objectives. These statements are "forward-looking" statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may be contained in, among other things, Securities
and Exchange Commission ("SEC") filings, such as the Forms 10-K, 10-Q and 8-K,
press releases made by the Company, the Company's Internet Web sites (including
Web sites of its subsidiaries), and oral statements made by the officers of the
Company. Except for historical information contained in these written or oral
communications, such communications contain forward-looking statements. These
forward-looking statements are not guarantees of future performance, 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
those matters discussed in Item 1A of the Company's 2005 Form 10-K.
CONSOLIDATED REVENUE & NET INCOME
Consolidated - First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------------------
Revenue $ 362.2 $ 364.6 -1%
Cost of goods sold, services and rentals $ 294.2 $ 277.8 6%
Selling, general and administrative $ 35.8 $ 32.1 12%
Income taxes $ 17.2 $ 20.4 -16%
- --------------------------------------------------------------------------------------------
Net income $ 37.4 $ 37.7 -1%
- --------------------------------------------------------------------------------------------
Consolidated revenue of $362.2 million for the first quarter of 2006
decreased $2.4 million, compared with the first quarter of 2005. This decrease
was due principally to $20.4 million in lower revenue from real estate sales
(excluding property sales classified as discontinued operations), and $6.9
million lower revenue in food products, partially offset by $12.3 million growth
in Matson Integrated Logistics revenue, $9.8 million higher revenue for ocean
transportation (excluding gain on disposal of two vessels), and $4.1 million
higher revenue from real estate leasing (excluding leasing revenue from assets
classified as discontinued operations). The reasons for the revenue growth are
described below, by business segment, in the Analysis of Operating Revenue and
Profit.
Costs of goods sold, services and rentals of $294.2 million for the
first quarter of 2006 increased $16.4 million, or 6 percent, compared with the
first quarter of 2005 due principally to $18.8 million higher costs for ocean
transportation, partially offset by $3.3 million gain on sale of two surplus and
obsolete vessels, and $9.8 million of higher purchased transportation services
at Matson Integrated Logistics business, partially offset by $9.1 million lower
cost of property sales (excluding property sales classified as discontinued
operations), and $6.1 million of lower cost of sugar sold.
Selling, general and administrative costs of $35.8 million for the
first quarter were $3.7 million, or 12 percent, higher than the first quarter of
2005 due to professional service fees, employee benefit costs, and salaries and
wages.
Income taxes were lower than in the first quarter of 2005 due to lower
income from continuing operations. The Company's effective tax rate was the same
for both quarters.
ANALYSIS OF OPERATING REVENUE AND PROFIT
TRANSPORTATION INDUSTRY
Ocean Transportation - First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------
Revenue $ 219.3 $ 206.2 6%
Operating profit $ 18.3 $ 29.7 -38%
- --------------------------------------------------------------------------------
Volume (Units)
Hawaii containers 41,800 41,400 1%
Automobiles 31,800 35,600 -11%
China containers 2,000 - -
Guam containers 3,800 4,000 -5%
- --------------------------------------------------------------------------------
Ocean Transportation revenue of $219.3 million for the first quarter of
2006 was $13.1 million, or 6 percent, higher than the first quarter of 2005. Of
this increase, approximately $7.7 million was due to increases in the fuel
surcharge, $3.6 million was due to revenue from the new China service, $3.3
million gain on the sale of two surplus and obsolete vessels, $2.5 million was
due to Hawaii-service yields and $2.3 million was due to other revenue. This was
partially offset by $4.2 million lower charter revenue and $2 million lower
volume in the Hawaii service, primarily the result of lower automobile volume.
The fuel surcharge provides a means to recover higher fuel costs, one of the
largest operating costs for the business. Total Hawaii container volume was
slightly higher than the first quarter of 2005. Matson's automobile volume for
the quarter was 11 percent lower than the first quarter last year, primarily as
a result of increased competition.
Ocean Transportation's operating profit of $18.3 million was $11.4
million, or 38 percent, lower than the first quarter of 2005. This was
primarily the result of $5.7 million lower contribution from the new Guam and
China services compared to the expiring APL alliance service described below,
$4.4 million lower contribution from the Hawaii service, and $4.3 million
lower equity in earnings of SSAT (mostly due to 2004 year-end closing
adjustments at SSAT that positively impacted Matson's 2005 first quarter
earnings). The lower Hawaii service contribution was primarily the result of
lower volumes ($2.1 million), $1.7 million of higher operations overhead,
and $1.5 million of higher vessel expense, partially offset by $2.1 million of
higher yield. Operating results also included a $3.3 million gain on the sale
of two surplus and obsolete vessels.
In February 2006, Matson inaugurated its Guam and China services,
replacing a ten year alliance, in which Matson and APL shared vessel
deployments, that terminated in the first quarter of 2006. Through the first
quarter, the operating performance and schedule integrity of these new services
have been good, with cargo availability at very high levels. Financial
performance was consistent with expectations, though its composition differed.
China eastbound volume has exceeded Matson's expectations, but rate pressures in
the Trans Pacific eastbound trades have been somewhat greater than anticipated.
Among the primary risks in this service are the increasing costs of fuel and the
limited ability of the trade to recover these increases through rates, the
increasing cost of rail and other inland transportation services.
Logistics Services - First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------
Revenue $ 108.4 $ 96.1 13%
Operating profit $ 4.7 $ 3.0 57%
- --------------------------------------------------------------------------------
Integrated logistics revenue increased by 13 percent for the first
quarter of 2006 compared with the first quarter of 2005. This growth was the
result of continued improvements in mix of business and rates, a 20 percent
increase in highway volume and a 4 percent increase in domestic volume,
partially offset by a 23 percent decrease in international intermodal volume.
Integrated logistics operating profit increased by 57 percent, or $1.7
million, for the first quarter of 2006 compared with the first quarter of 2005
as a result of higher yields in all three service categories partially offset by
higher personnel costs and other overhead.
The revenue for integrated logistics services includes the total amount
billed to customers for transportation services. The primary costs include
purchased transportation services. As a result, the operating profit margins for
this business are narrower than other A&B businesses. The primary operating
profit and investment risk for this business are the quality of receivables and
the costs of purchased transportation.
REAL ESTATE INDUSTRY
Real estate leasing and sales revenue and operating profit are analyzed
before subtracting amounts related to discontinued operations. This is
consistent with how the Company's management evaluates and makes decisions for
the Company's real estate businesses. A discussion of discontinued operations
for the real estate business is included separately.
Real Estate Leasing - First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------
Revenue $ 24.6 $ 21.9 12%
Operating profit $ 12.1 $ 10.7 13%
- --------------------------------------------------------------------------------
Occupancy Rates:
Mainland 97% 96% 1%
Hawaii 98% 90% 8%
- --------------------------------------------------------------------------------
Leasable Space (million sq. ft.):
Mainland 3.7 3.4 9%
Hawaii 1.6 1.7 -6%
- --------------------------------------------------------------------------------
Real estate leasing revenue and operating profit for the first quarter
of 2006 were 12 percent and 13 percent higher, respectively, than the amounts
reported for the first quarter of 2005. Higher revenue and operating profit were
primarily due to property acquisitions replacing sold properties with lower
occupancies, and a new commercial Oahu development completed during the fourth
quarter of 2005.
Real Estate Sales -First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------
Sales revenue $ 23.8 $ 45.9 -48%
Operating profit $ 27.1 $ 16.5 64%
- --------------------------------------------------------------------------------
2006 First Quarter: Revenue, before subtracting amounts treated as
discontinued operations, from real estate sales was $23.8 million. Sales
included a Maui office building, three commercial parcels on Maui, a commercial
property on Oahu and a vacant parcel on Kauai.
Operating profit for the quarter exceeds revenue due to the inclusion
of the Company's share of income from joint ventures. The first quarter
operating profit benefited from $13.9 million of equity in net income and losses
of joint ventures, including the Company's share of sales of all 247 residential
condominium units and a commercial space at its Hokua joint venture, and the
sale of a Valencia, California land parcel by a separate joint venture.
2005 First Quarter: Revenue, before subtracting amounts treated as
discontinued operations, from real estate sales was $45.9 million. This was
comprised principally of commercial sales on the U.S. mainland of $24.1 million,
commercial sales in Hawaii of $13.1 million, and residential sales in Hawaii of
$7.5 million. The Company's share of profit from joint ventures for the 2005
first quarter was about $1 million.
Effect of Property Sales Mix on Operating Results: The mix of property
sales in any year or quarter can be diverse. Sales can include developed
residential real estate, commercial properties, developable subdivision lots,
undeveloped land, and property sold under threat of condemnation. The sale of
undeveloped land and vacant parcels in Hawaii generally provides a greater
contribution to earnings than does the sale of developed and commercial
property, due to the low historical-cost basis for much of the Company's Hawaii
land. Consequently, property sales revenue trends, cash flows from the sales of
real estate and the amount of real estate held for sale on the balance sheets do
not necessarily indicate future profitability trends for this segment.
Additionally, the operating profit reported in each quarter does not necessarily
follow a percentage of sales trends because the cost basis of property sold can
differ significantly between transactions. The reporting of property sales is
also affected by the classification of certain property sales as discontinued
operations.
Real Estate Discontinued Operations - First quarter of 2006 compared with 2005
Revenue and operating profit on these transactions for the first
quarter of 2006 and 2005 were as follows:
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions, before tax) 2006 2005
- --------------------------------------------------------------------------------
Sales revenue $ 22.9 $ 24.6
Leasing revenue $ 0.4 $ 1.8
Sales operating profit $ 15.0 $ 6.3
Leasing operating profit $ 0.2 $ 0.7
- --------------------------------------------------------------------------------
2006 discontinued operations included the sales of a Maui office
building and several commercial parcels in Hawaii.
2005 discontinued operations included the sales of a California
warehouse/distribution complex, a three-building complex in Texas and the fee
interest of a Hawaii parcel.
The leasing revenue and operating profit noted above includes the
results for properties that were sold through March 31, 2006. The leasing
revenue and operating profit for the first quarter of 2005 have been restated to
reflect property that was classified as discontinued operations subsequent to
March 31, 2005. There were no unsold properties that were classified as
discontinued operations at the end of the 2006 first quarter.
FOOD PRODUCTS INDUSTRY
Food Products - First quarter of 2006 compared with 2005
- --------------------------------------------------------------------------------
Quarter Ended March 31,
- --------------------------------------------------------------------------------
(dollars in millions) 2006 2005 Change
- --------------------------------------------------------------------------------
Revenue $ 15.5 $ 22.4 -31%
Operating profit $ 6.5 $ 9.0 -28%
- --------------------------------------------------------------------------------
Tons sugar produced 800 19,500 -96%
- --------------------------------------------------------------------------------
Food products revenue decreased $6.9 million, or 31 percent, for the
first quarter of 2006 compared with 2005 due principally to a $5.5 million
payment received in the first quarter of 2005 as part of an agricultural
disaster relief program and $4.9 million due to lower sugar sales, partially
offset by $1.3 million for higher power sales. Excluding the relief payment,
operating profit was $3 million better than the first quarter of 2005 due
primarily to power sales.
Sugar production was substantially lower in 2006 than in 2005 because
operations commenced one month later than the prior year and because of adverse
weather that hindered field and factory operations. While the Company currently
expects to make up the shortfall in production, any future impacts to the
harvesting schedule, or unanticipated impacts to yields, could affect total year
production.
As reported by national media, the island of Kauai experienced the
heaviest rainfall in its recent history during March. This rain caused flooding
across the Company's coffee farm, minor damage to irrigation systems and
temporary disruptions to the Company's hydroelectric generation facilities.
Based on preliminary inspections of Company-owned reservoirs by both the Company
and the State of Hawaii, it is believed that the facilities are sound. The
Company is evaluating both the Kauai and the Maui reservoirs for any necessary
follow-up action. The impact to the coffee trees from these rain delays and
excess soil moisture is unknown at this time, but is not expected to be
material.
2006 OUTLOOK
The information included herein contains forward looking information.
The economic, operating results, trends and expectations noted below may be
different from actual events; those differences might be significant and might
affect, among other measures and trends, revenues, expenses, assets,
liabilities, shareholders' equity and cash flows.
A higher than anticipated local inflation rate notwithstanding, current
Hawaii economic measures and the general economic growth forecasts remain
favorable. Expectations for 2006 and beyond are slightly below the high
rates of economic growth experienced in 2004 and 2005. The Company believes that
the current economic outlook will support its earnings growth `expectations.
The Company targets long-term annual earnings growth of 10-12
percent, but cautions that actual rates of quarterly and annual earnings growth
may vary. In prior filings, the Company has advised that 2006 earnings will be
lower than 2005. The first quarter's financial results were accompanied by
favorable progress on significant operating initiatives in both our ocean
transportation and real estate segments. We continue to believe that anticipated
full year 2006 increases in operating profit from real estate segments will not
offset decreases in ocean transportation segment financial results, due
primarily to the termination of the APL Alliance and the commencement of
Matson's new China Service.
The earnings gap created by the expiration of the APL alliance and
start-up of the new services is expected to be greatest in the first half of
2006. Subsequent to the second quarter, revenue from the China Service should
increasingly offset the decreases in APL charter hire revenue and operating
costs in the Guam and China services, resulting in more favorable year-over-year
comparisons. In the Hawaii trade, cost increases will continue to be an
important factor, with negotiated wage increases effective July 1 and the
ability to recover fuel cost increases always uncertain. Year-over-year market
volume growth, is expected to be modest. Starting in the second quarter of 2006,
year-over-year quarterly auto volume comparisons will begin to reflect the
presence of the new competitor in both the 2006 and 2005 figures. Matson
Integrated Logistics is poised for continued growth, though year-over-year
quarterly increases are not expected to be as significant as during the first
quarter.
Real estate industry results for the first quarter reaffirm the
expectation of strong growth for the full year. While there is some moderation
in sales activity in general in Hawaii's real estate markets, the Company's
development projects and joint venture investments remain in demand. The
positive segment outlook is reinforced by particularly strong leased properties
portfolio occupancy rates and the continued high level of real property prices
in Hawaii.
Should current market prices for sugar, power and molasses hold
throughout the year, food products revenue has moderate upside; however,
expectations for growth in operating profits are moderated by expectations of
higher fuel costs and concerns regarding the weather-related delays affecting
the start of the 2006 harvest. With the absence of the one-time payment of $5.5
million received in 2005, we anticipate a slight decrease in reported food
products operating profit for 2006.
FINANCIAL CONDITION, LIQUIDITY, FINANCING ARRANGEMENTS AND CASH FLOWS
Liquid Resources: The Company's principal liquid resources, comprising cash and
cash equivalents, receivables, sugar and coffee inventories and unused lines of
credit, less accrued deposits to the Capital Construction Fund ("CCF"), totaled
$646 million at March 31, 2006, an increase of $26 million from December 31,
2005. The increase was due primarily to $25 million higher cash balances, $20
million of higher sugar and coffee inventories, partially offset by $11 million
lower receivable balances and $6 million lower available balances on revolving
credit and private placement shelf facilities. These fluctuations are due to
normal operating activities.
The $646 million liquid resources at quarter end included a $75 million
private shelf facility that was replaced, subsequent to quarter-end, by a $400
million private shelf facility. This new facility is described in Note 8 to the
unaudited condensed financial statements and in a Form 8-K filed on April 21,
2006. As of April 28, 2006, the date of this Form 10-Q, the Company could have
borrowed $188 million under the new facility and it had committed to borrowing
$125 million in three tranches (see Note 8 for a description of those planned
borrowings.) After replacing the $75 million capacity with the $188 million of
capacity available under the new private shelf facility, liquid resources total
approximately $759 million.
Balance Sheet: Working capital was $75 million at March 31, 2006, an increase of
$26 million from the balance carried at the end of 2005. The increase in working
capital was due primarily to $25 million higher cash balances, $20 million
higher inventory balances and $11 million lower receivable balances.
Cash and cash equivalents totaled $82 million at the end of the first
quarter compared with $57 million at the beginning of the year. This balance
results from continuing strong operating cash flows, including the recent sales
of 247 units and a commercial space at the Company's Hokua joint venture, and no
outstanding debt balances that could be repaid without penalty.
Long-term Debt, including the current portion, totaled $325 million at
March 31, 2006 compared with a balance of $327 million at December 31, 2005 as a
result of normal debt repayments.
The Company's net deferred tax obligation was $405 million at March 31,
2006 compared with $399 million at December 31, 2005. This $6 million increase
was due principally to $18 million in net deposits to the CCF, partially offset
by book depreciation in excess of tax depreciation, tax-deferred property
transactions and other transactions for which the tax and book accounting
differ.
Cash Flows and Capital Expenditures: Cash Flows from Operating Activities
totaled $40 million for the first three months of 2006, compared with $46
million for the first quarter of 2005. This decrease was the result of a
decrease in cash from the sales of Company-developed residential properties,
partially offset by cash received as part of the sales of the Hokua joint
venture development.
Capital expenditures for the first three months of 2006 totaled $47
million compared with $9 million for the first three months of 2005. The 2006
expenditures included $26 million for the purchase of transportation-related
assets, $17 million for real estate related acquisitions, development and
property improvements, and $4 million of routine asset replacements for
agricultural operations. The amounts reported in Capital Expenditures on the
Statement of Cash Flows exclude $8 million of tax-deferred purchases since the
Company did not actually take control of the cash during the exchange period.
Tax-Deferred Real Estate Exchanges: Sales - During the first quarter of 2006,
there were four property sales and two condemnations that qualified for
tax-deferral treatment under the Internal Revenue Code Sections 1031 and 1033.
The $21.6 million in proceeds from these sales were immediately available for
reinvestment in replacement property. It is anticipated that $1.1 million of
these tax-deferred proceeds will expire unused in July 2006.
Purchases - During the first quarter of 2006, the Company purchased,
using the proceeds from tax-deferred sales, property totaling $8.4 million. In
addition, the Company utilized $21 million from reverse 1031 transactions.
The proceeds from 1031 tax-deferred sales are held in escrow pending
future use to purchase new real estate assets. The proceeds from 1033
condemnations are held by the Company until the funds are redeployed. The funds
related to 1031 transactions are not included in the Statement of Cash Flows but
are included as non-cash information below the Statement.
For "reverse 1031" transactions, the Company purchases a property in
anticipation of receiving funds in a future property sale. Funds used for
reverse 1031 purchases are included as capital expenditures on the Statement of
Cash Flows and the related sales of property, for which the proceeds are linked,
are included as property sales in the Statement.
Commitments, Contingencies and Environmental Matters: A description of
commitments and contingencies at March 31, 2006 is described in Note 3 to the
financial statements of Item 1.
OTHER MATTERS
Investments: The Company's joint ventures are described in Item 8 of the
Company's most recently filed Form 10-K.
Dividends: The Company's first quarter dividend of $0.225 per share to
shareholders was paid on March 2, 2006 to shareholders of record on February 17,
2006. On April 27, 2006, the Company's Board of Directors authorized an
increase in the quarterly dividend from $0.225 per share to $0.25 per share,
effective with the second quarter of 2006. The second quarter dividend is
payable on June 1, 2006 to shareholders of record as of the close of business
on May 11, 2006.
Significant Accounting Policies: The Company's significant accounting policies
are described in Note 1 of the consolidated financial statements included in
Item 8 of the Company's most recently filed Form 10-K.
The Company adopted SFAS No. 123R in the first quarter of 2006. SFAS 123R
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements as compensation
cost based on the fair value on the date of grant. The Company determines fair
value of such awards using the Black-Scholes option pricing model. The
Black-Scholes option pricing model incorporates certain assumptions, such as
risk-free interest rate, expected volatility, expected dividend yield
and expected life of options, in order to arrive at a fair value estimate.
Critical Accounting Estimates: The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America, upon which the Management's Discussion and Analysis is based, requires
that Management exercise judgment when making estimates and assumptions about
future events that affect the amounts reported in the financial statements and
accompanying notes. Future events and their effects cannot be determined with
absolute certainty and actual results will, inevitably, differ from those
estimates. These differences could be material. The most significant accounting
estimates inherent in the preparation of A&B's financial statements were
described in Item 7 of the Company's 2005 Form 10-K.
New and Proposed Accounting Standards: Information about the impacts of newly
issued accounting standards are discussed in the Company's most recently filed
Form 10-K.
Economic Conditions: Hawaii's economy continues its broad-based growth, as
virtually all of Hawaii's economic measures remain favorable. As
expected, the State's economic projections are more moderate and sustainable
than in recent years. From the viewpoints of scale and performance, the
principal "drivers" of economic growth for the State remain the real
estate/construction and visitor industries.
The real estate/construction industry, which has recently been dominated by
housing, is expected to see continuing but moderating growth over the next few
years. This forecast is broadly accepted and takes into account building permit
activity, affordability measures, construction costs, and interest rate
expectations. With military and commercial construction providing stability,
total commitments to build (private permits plus government contracts awarded)
are expected to grow 9% during 2006 after exceptional growth in 2004 and an
increase of less than 3% in 2005. 2006 projections represent a sizable level of
upcoming activity and should sustain growth in Hawaii's real estate/construction
market for the foreseeable future.
In 2005, the visitor industry enjoyed a record year, with total visitors up
6.8%. Growth continued through February 2006, as total visitor days rose 3.0%
year-over-year, and is projected to continue at sustainable levels through the
balance of 2006 and 2007. Year-over-year visitor growth through February 2006
was led by a 4.7% increase in visitors arriving on domestic flights, balanced
against a 2.4% decrease on international flights. While domestic flights are
expected to make 1.9% more seats available in the April to June 2006 period than
during the same time frame in 2005, air seats on international flights are
expected to decline by 9.3%, driven primarily by declines in Japanese seat
capacity.
Two primary sources of periodic economic forecasts for the state are the
University of Hawaii Economic Research Organization (UHERO) and the state's
Department of Business, Economic Development & Tourism (DBEDT). Forecasts from
these independent organizations suggest that the economic outlook is moderating
but sustainable for the next few years. For more information please go to the
websites of these organizations at www.uhero.hawaii.edu and
www.hawaii.gov/dbedt/info/economic, respectively.
Officer and Management Changes: The following management changes were announced
between January 1, 2006 and April 28, 2006.
Christopher J. Benjamin was named treasurer of A&B effective May 1,
2006. Mr. Benjamin was also named treasurer of A&B Properties, Inc, and
continues in the positions of senior vice president and chief financial
officer of A&B.
W. Allen Doane was named chairman of the boards of A&B and Matson
effective April 28, 2006. Mr. Doane is also president and chief
executive officer of A&B.
Paul K. Ito was promoted to controller of A&B effective May 1, 2006.
Charles M. Stockholm retired as chairman of the boards of A&B and
Matson effective April 27, 2006.
Thomas A. Wellman resigned as vice president, treasurer and controller
of A&B effective May 1, 2006. He also resigned from other subsidiaries
in which he held officer positions.
Ruthann S. Yamanaka resigned as vice president human resources of A&B,
effective May 13, 2006.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
Information concerning market risk is incorporated herein by reference
to Item 7A of the Company's Form 10-K for the fiscal year ended December 31,
2005. There has been no material change in the quantitative and qualitative
disclosure about market risk since December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
- --------------------------------
(a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by
this report. Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that, as of the
end of such period, the Company's disclosure controls and procedures
are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act.
(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting
(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------------------------
Issuer Purchases of Equity Securities
- -------------------------------------------------------------------------------------------------------------------------------
Total Number of Maximum Number
Shares Purchased as of Shares that
Part of Publicly May Yet Be Purchased
Total Number of Average Price Announced Plans Under the Plans
Period Shares Purchased Paid per Share or Programs or Programs
- -------------------------------------------------------------------------------------------------------------------------------
Jan 1 - 31, 2006 5,629 (1) $53.61 -- --
- -------------------------------------------------------------------------------------------------------------------------------
Feb 1 - 28, 2006 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
Mar 1 - 31, 2006 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
(1) Represents shares accepted in satisfaction of the exercise price of stock
options or tax withholding obligations upon option exercises.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
At the Annual Meeting of Shareholders of the Company held on April 27,
2006, the Company's shareholders voted in favor of: (i) the election of eight
directors to the Company's Board of Directors, and (ii) the ratification of the
appointment 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,
as to each matter voted upon at the Annual Meeting of Shareholders, were as
follows:
(i) Election of Directors For Withheld Broker Non-Votes
--- -------- ----------------
Michael J. Chun 40,858,060 310,679 0
W. Allen Doane 40,591,785 576,954 0
Walter A. Dods, Jr. 40,491,877 676,862 0
Charles G. King 40,189,116 979,623 0
Constance H. Lau 39,862,880 1,305,859 0
Douglas M. Pasquale 41,021,442 147,297 0
Maryanna G. Shaw 40,811,600 357,139 0
Jeffrey N. Watanabe 40,805,053 363,686 0
Pursuant to A&B's retirement policy for directors, Carson R. McKissick
and Charles M. Stockholm, who had served as directors since 1971 and 1972,
respectively, retired from the board of directors effective April 27, 2006.
(ii) Ratification of For Against Abstain Broker Non-Votes
Appoingment --- ------- ------- ----------------
of Auditors 40,682,482 422,985 63,272 0
ITEM 6. EXHIBITS
- -----------------
31.1 Certification of Chief Executive Officer, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALEXANDER & BALDWIN, INC.
(Registrant)
Date: April 28, 2006 /s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President and
Chief Financial Officer
Date: April 28, 2006 /s/ Thomas A. Wellman
-----------------------------------
Thomas A. Wellman
Vice President, Controller and Treasurer
EXHIBIT INDEX
31.1 Certification of Chief Executive Officer, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
EXHIBIT 31.1
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CERTIFICATION
I, W. Allen Doane, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexander &
Baldwin, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ W. Allen Doane
-----------------------------------
W. Allen Doane, Chairman of the Board and
Chief Executive Officer
Date: April 28, 2006
EXHIBIT 31.2
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CERTIFICATION
I, Christopher J. Benjamin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexander &
Baldwin, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ Christopher J. Benjamin
-------------------------------------
Christopher J. Benjamin, Senior Vice President
and Chief Financial Officer
Date: April 28, 2006
EXHIBIT 32
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Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Alexander & Baldwin,
Inc. (the "Company") for the quarterly period ended March 31, 2006, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), W. Allen Doane, as Chairman and Chief Executive Officer of the
Company, and Christopher J. Benjamin, as Senior Vice President and Chief
Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to their knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ W. Allen Doane
- -----------------------------------
Name: W. Allen Doane
Title: Chairman of the Board and Chief Executive Officer
Date: April 28, 2006
/s/ Christopher J. Benjamin
- -----------------------------------
Name: Christopher J. Benjamin
Title: Senior Vice President and Chief Financial Officer
Date: April 28, 2006