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8-K - 8-K - Alexander & Baldwin, Inc.a4q2013resupp8k.htm



ALEXANDER & BALDWIN, INC.’S REAL ESTATE SUPPLEMENT UPDATE

AS OF AND FOR THE QUARTERS ENDED DECEMBER 31, 2013 AND 2012
(Unaudited)





About This Supplement Update

This periodic Supplement Update is designed to provide current and potential shareholders of Alexander & Baldwin, Inc. with additional information regarding the Company’s Real Estate operating segments. This information is supplemental to and does not replace the information provided to shareholders in the Company’s periodic filings with the Securities and Exchange Commission.
This fourth quarter Supplement updates the following tables in the Company’s Real Estate Supplement as of and for the years ended December 31, 2012 and 2011:
Table 7: Property Detail – Hawaii Improved Properties
Table 8: Property Detail – Mainland Improved Properties
Table 9: Comparable % Occupancy Data by Geographic Region and Asset Class
Table 10: Weighted Average Gross Leasable Area by Geographic Region and Asset Class
Table 11: Occupancy Analysis Trend – Last Five Quarters
Table 12: Real Estate Leasing Cash Net Operating Income (NOI)
Table 13: Real Estate Leasing Same Store Cash NOI
Table 14: Reconciliation of Real Estate Leasing Operating Profit to Cash NOI and Same Store Cash NOI
Table 15: Improved Property Portfolio Acquisitions/Dispositions
Table numbers used in this Update correspond with table numbers used in the full-year Supplement.
The information contained in this Supplement Update is unaudited and should be read in conjunction with the Company’s Real Estate Supplement as of and for the years ended December 31, 2012 and 2011, its 2012 Form 10-K and other filings with the SEC through the date of this Supplement Update.
Feedback and suggestions regarding the contents of this Supplement Update from the investing audience are welcomed, and should be directed to Suzy P. Hollinger, Director, Investor Relations, via telephone at (808) 525-8422 or via email to shollinger@abinc.com.







Alexander & Baldwin, Inc. │Real Estate Supplement Update

INDEX TO REAL ESTATE SUPPLEMENT UPDATE
(Unaudited)
AS OF AND FOR THE QUARTERS ENDED DECEMBER 31, 2013 AND 2012


Forward-Looking Statements
2
Basis of Presentation
2
Commercial Portfolio Acquisitions and Dispositions
3
Real Estate Leasing Segment – Asset Descriptions and Statistics
4
Property Detail – Hawaii Improved and Unimproved Properties (Table 7)
4
Property Detail – Mainland Improved Properties (Table 8)
5
Comparable % Occupancy Data by Geographic Region and
Asset Class (Table 9)
6
Weighted Average Gross Leasable Area by Geographic
Region and Asset Class (Table 10)
6
Occupancy Analysis Trend – Last Five Quarters (Table 11)
6
Real Estate Leasing Net Operating Income (NOI) (Table 12)
7
Real Estate Leasing Same Store NOI (Table 13)
7
Statement on Management’s Use of Non-GAAP Financial Measures
8
Reconciliation of Real Estate Leasing Operating Profit to NOI and
Same Store NOI (Table 14)
8
Portfolio Acquisitions and Dispositions
9
2013 and 2012 Improved Property Portfolio Acquisitions/Dispositions (Table 15)
9
 
 
 
 
 
 
 
 
 
 

1


Forward-Looking Statements

Statements in this Supplement Update that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. These forward-looking statements are not guarantees of future performance. This Supplement should be read in conjunction with pages 18-28 of Alexander & Baldwin, Inc.’s 2012 Form 10-K and other filings with the SEC through the date of this Supplement, which identify important factors that could affect the forward-looking statements in this Supplement. We do not undertake any obligation to update our forward-looking statements.

Basis of Presentation

The information contained in this Supplement Update does not purport to disclose all items required by accounting principles generally accepted in the United States of America (GAAP). The information contained in this Supplement Update is unaudited and should be read in conjunction with Alexander & Baldwin, Inc.’s Real Estate Supplement as of and for the years ended December 31, 2012 and 2011, its 2012 Form 10-K and other filings with the SEC through the date of this Supplement Update.

2



Commercial Portfolio Acquisitions and Dispositions

In 2013, the Company completed a number of significant commercial property acquisitions and dispositions in connection with the migration of its Mainland portfolio to Hawaii. The largest acquisition, which closed on December 20, 2013, consisted of retail, industrial and ground leased properties primarily located in Kailua, Hawaii for $373 million. For purposes of this Update, information about the acquired portfolio is reported in five categories:

Kailua Industrial/Other
Kailua Grocery Anchored
Kailua Retail Other
Kailua ground leases
Other Oahu ground leases

The acquisition was primarily funded by 1031 proceeds generated by the sale of six Mainland commercial properties, other 1031 proceeds, including proceeds from the sale of Maui Mall, which closed on January 6, 2014, and reverse 1031 proceeds from future commercial property and non-core land sales.

In addition to the December 20 acquisition, the Company acquired in 2013 three retail assets in Hawaii, with over 630,000 square feet (primarily on Oahu), for approximately $191 million. The Company also assumed control of The Shops at Kukui'ula, a 78,900 square-foot retail center on Kauai.

Due to the significant changes to the Company's commercial portfolio from acquisitions and dispositions, historical leasing NOI may not be indicative of future results.

See Table 15 for additional information on the Company’s commercial property acquisitions and dispositions in 2013.



3


Real Estate Leasing Segment – Asset Descriptions and Statistics
TABLE 7
PROPERTY DETAIL - HAWAII IMPROVED AND UNIMPROVED PROPERTIES
Property
Number of properties
Island
Gross leasable area at 12/31/13 (sq. ft.)
Leased1        (percent)
Outstanding
debt
($ in 000s)
4Q2013 net operating income (NOI)2 ($ in 000s)
% NOI to total Hawaii portfolio
Industrial:
 
 
 
 
 
 
 
Kailua Industrial/Other3 
6

Oahu
68,800

100

$

$
27

0.3
Komohana Industrial Park4
1

Oahu
238,300

100


918

8.4
P&L Building
1

Maui
104,100

92


268

2.4
Port Allen
3

Kauai
63,800

98


156

1.4
Waipio Industrial
1

Oahu
158,400

97


494

4.5
Subtotal – Industrial
12

 
633,400

97

$

$
1,863

17.0
 
 
 
 
 
 
 
 
Office:
 
 
 
 
 
 
 
Gateway at Mililani Mauka South
1

Oahu
18,700

100

$

$
165

1.5
Judd Building
1

Oahu
20,200

64


10

0.1
Kahului Office Building
1

Maui
58,400

83


259

2.4
Kahului Office Center
1

Maui
32,900

85


118

1.1
Lono Center
1

Maui
13,400

86


48

0.4
Maui Clinic Building
1

Maui
16,600

82


57

0.5
Stangenwald Building
1

Oahu
27,100

89


70

0.6
Subtotal – Office
7

 
187,300

84

$

$
727

6.6
 
 
 
 
 
 
 
 
Retail:
 
 
 
 
 
 
 
Gateway at Mililani Mauka
1

Oahu
18,900

87

$

$
167

1.5
Kahului Shopping Center
1

Maui
48,700

96


100

0.9
Kailua Grocery Anchored3
4

Oahu
189,200

98

13,031

189

1.7
Kailua Retail Other3
11

Oahu
128,200

95


120

1.1
Kaneohe Bay Shopping Center
1

Oahu
124,300

100


421

3.8
Kunia Shopping Center
1

Oahu
60,400

95


485

4.4
Lahaina Square
1

Maui
50,200

68


121

1.1
Lanihau Marketplace
1

Hawaii
88,300

88


334

3.0
Maui Mall5
1

Maui
185,700

97


767

7.0
Napili Plaza
1

Maui
45,100

89


237

2.2
Pearl Highlands Center
1

Oahu
415,400

98

61,780

2,371

21.6
Port Allen Marina Center
1

Kauai
23,600

72


94

0.9
The Shops at Kukui'ula
1

Kauai
78,900

80

43,953

494

4.5
Waianae Mall
1

Oahu
170,300

89

19,931

687

6.2
Waipio Shopping Center
1

Oahu
113,800

97


669

6.1
Subtotal – Retail
28

 
1,741,000

93

$
138,695

$
7,256

66.0
 
 
 
 
 
 
 
 
Ground Leases
 
 
 
 
 
 
 
Kailua3
28 acres

 

 
$

$
136

1.2
Other Oahu3
23 acres

 

 

161

1.5
Neighbor Island
3,203 acres

 

 

851

7.7
Subtotal-Ground Leases
3,254 acres

 

 
$

$
1,148

10.4
Total Hawaii
47

 
2,561,700

94

$
138,695

$
10,994

100.0

1  
Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.
2 
See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.
3 Portfolio was purchased from Kaneohe Ranch/Harold K.L. Castle Foundation on December 20, 2013. NOI and % NOI to total portfolio include results from the acquisition date through year-end.
4 
Includes ground leased income.
5 
On January 6, 2014, the Company closed the sale of Maui Mall.

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

4



TABLE 8
PROPERTY DETAIL - MAINLAND IMPROVED PROPERTIES
Property
Number of properties
Location
Gross leasable area at 12/31/13 (sq. ft.)
Leased1     (percent)
Outstanding
debt
($ in 000s)
4Q2013 net operating income (NOI)2 ($ in 000s)
% NOI to total Mainland portfolio
Industrial:
 
 
 
 
 
 
 
Midstate Hayes
1

Visalia, CA
789,100

100

$
11,472

$
436

10.4
Sparks Business Center
1

Sparks, NV
396,100

100


460

11.0
Subtotal – Industrial
2

 
1,185,200

100

$
11,472

$
896

21.4
 
 
 
 
 
 
 
 
Office:
 
 
 
 
 
 
 
Concorde Commerce Center
1

Phoenix, AZ
137,200

100

$

$
366

8.8
Deer Valley Financial Center
1

Phoenix, AZ
126,600

75


206

4.9
Gateway Oaks
1

Sacramento, CA
58,700

53


43

1.0
Ninigret Office Park
1

Salt Lake City, UT
185,500

100


639

15.3
1800 & 1820 Preston Park
1

Plano, TX
198,800

93


476

11.4
2868 Prospect Park
1

Sacramento, CA
162,900

86


317

7.6
San Pedro Plaza
1

San Antonio, TX
172,000

66


232

5.6
Union Bank
1

Everett, WA
84,000

100


340

8.1
Subtotal – Office
8

 
1,125,700

86

$

$
2,619

62.7
 
 
 
 
 
 
 
 
Retail:
 
 
 
 
 
 
 
Little Cottonwood Center
1

Sandy, UT
141,500

94

$
6,058

$
322

7.7
Royal MacArthur Center
1

Dallas, TX
44,400

100


286

6.8
Wilshire Shopping Center
1

Greeley, CO
46,500

57


57

1.4
Subtotal – Retail
3

 
232,400

88

$
6,058

$
665

15.9
 
 
 
 
 
 
 
 
Total Mainland
13

 
2,543,300

95

$
17,530

$
4,180

100.0



1  
Represents the average percentage of space leased during the period referenced or A&B’s ownership period, whichever is shorter. Space is considered leased when a tenancy agreement has been fully executed or the space is revenue producing.
2 
See page 8 for a statement regarding the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to NOI for the total portfolio.


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

5


TABLE 9
COMPARABLE % OCCUPANCY DATA BY GEOGRAPHIC REGION AND ASSET CLASS
 
4Q 2013
4Q 2012
Percentage point change
Location
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Hawaii improved
97

84

93

94

94

87

91

92

3

(3
)
2

2

Mainland improved
100

86

88

95

98

89

86

95

2

(3
)
2


Total
99

86

92

95

97

89

89

94

2

(3
)
3

1


TABLE 10
WEIGHTED AVERAGE GROSS LEASABLE AREA BY GEOGRAPHIC REGION AND ASSET CLASS1
 
4Q 2013 (in sq. ft.)
4Q 2012 (in sq. ft.)
Percentage Change
Location
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Hawaii improved
587,600

187,400

1,525,600

2,300,600

564,700

187,400

698,200

1,450,300

4.1


118.5

58.6

Mainland improved
2,921,500

1,127,100

556,300

4,604,900

4,465,600

1,272,800

718,300

6,456,700

(34.6
)
(11.4
)
(22.6
)
(28.7
)
Total
3,509,100

1,314,500

2,081,900

6,905,500

5,030,300

1,460,200

1,416,500

7,907,000

(30.2
)
(10.0
)
47.0

(12.7
)

TABLE 11
OCCUPANCY ANALYSIS TREND – LAST FIVE QUARTERS
 
4Q2013
3Q2013
2Q2013
1Q2013
4Q2012
 
Number of properties
Weighted average
sq. ft.
Percentage leased
Number of properties
Weighted average
sq. ft.
Percentage leased
Number of properties
Weighted average
sq. ft.
Percentage leased
Number of properties
Weighted average
sq. ft.
Percentage leased
Number of properties
Weighted average
sq. ft.
Percentage leased
Industrial
14

3,509,100

99

12

4,829,200

99

13

4,910,600

98

13

4,910,700

98

14

5,030,300

97

Office
15

1,314,500

86

15

1,412,400

87

16

1,461,500

88

16

1,461,200

89

16

1,460,200

89

Retail
31

2,081,900

92

18

1,773,600

91

17

1,620,000

90

16

1,588,600

90

15

1,416,500

89

Total
60

6,905,500

95

45

8,015,200

95

46

7,992,100

94

45

7,960,500

94

45

7,907,000

94



1     Weighted average GLA for the fourth quarter was significantly lower due to the sales of industrial and retail properties on the Mainland, proceeds of which were used to purchase the Kaneohe Ranch/Harold K.L. Castle
Foundation Hawaii portfolio.

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

6



TABLE 12
REAL ESTATE LEASING NET OPERATING INCOME (NOI)  
(in millions)
 
4Q 2013
4Q 2012
Percentage Change
Location
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Hawaii improved
$
1.9

$
0.7

$
7.3

$
9.9

$
1.7

$
0.7

$
3.1

$
5.5

11.8


135.5

80.0

Hawaii unimproved



1.1




0.8




37.5

Total Hawaii
$
1.9

$
0.7

$
7.3

$
11.0

$
1.7

$
0.7

$
3.1

$
6.3

11.8


135.5

74.6

Mainland improved
2.6

2.6

2.0

7.2

4.6

2.4

2.2

9.2

(43.5
)
8.3

(9.1
)
(21.7
)
Total
$
4.5

$
3.3

$
9.3

$
18.2

$
6.3

$
3.1

$
5.3

$
15.5

(28.6
)
6.5

75.5

17.4


TABLE 13
REAL ESTATE LEASING SAME STORE NOI1  
(in millions)
 
4Q 2013
4Q 2012
Percentage Change
Location
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Industrial
Office
Retail
Total
Hawaii improved
$
1.8

$
0.7

$
3.0

$
5.5

$
1.7

$
0.7

$
3.0

$
5.4

5.9



1.9

Hawaii unimproved



0.9




0.8




12.5

Total Hawaii
$
1.8

$
0.7

$
3.0

$
6.4

$
1.7

$
0.7

$
3.0

$
6.2

5.9



3.2

Mainland improved
0.9

2.6

0.7

4.2

1.0

2.0

0.6

3.6

(10.0
)
30.0

16.7

16.7

Total
$
2.7

$
3.3

$
3.7

$
10.6

$
2.7

$
2.7

$
3.6

$
9.8


22.2

2.8

8.2




1     Same Store NOI relates to properties that were operated throughout the duration of both periods under comparison.
Note: See page 8 for a statement on the Company’s use of non-GAAP financial measures and a reconciliation of Leasing operating profit to Real Estate Leasing NOI and Real Estate Leasing same store NOI.

7


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

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

TABLE 14
RECONCILIATION OF REAL ESTATE OPERATING PROFIT TO NOI AND SAME STORE NOI  
(in millions)
 
4Q 2013
4Q 2012
Real Estate Leasing segment operating profit before discontinued operations
$
10.7

$
10.2

Less amounts reported in discontinued operations
(2.8
)
(4.2
)
Real Estate Leasing segment operating profit after subtracting discontinued operations
$
7.9

$
6.0

Adjustments:
 
 
Depreciation and amortization expense
$
7.0

$
5.6

FASB 13 straight-line lease adjustments
(0.7
)
(0.9
)
General and administrative expense
1.2

0.6

Discontinued operations
2.8

4.2

Real Estate Leasing total NOI
$
18.2

$
15.5

Acquisitions/ disposition and other adjustments
(7.6
)
(5.7
)
Real Estate Leasing segment same store NOI1
$
10.6

$
9.8



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


8


Portfolio Acquisitions and Dispositions

TABLE 15
2013 PROPERTY PORTFOLIO ACQUISITIONS/DISPOSITIONS
Property acquired in 2013
Acquisition date
(month/year)
 Acquisition price
($ in millions)
 Gross leasable area (sq. ft.)
Leased percentage
at acquisition
Waianae Mall
1/13
$30
170,300
93 (1)
Napili Plaza
5/13
19
45,100
92
Pearl Highlands Center
9/13
142
415,400
98
The Shops at Kukui'ula (2)
9/13

78,900
82
Kaneohe Ranch/Harold K.L. Castle Foundation Portfolio (3)
12/13
373
380,000 + 51 acres ground leased to third parties and improved with 760,000 sq. ft.
98
Total
 
$564
1,089,700
 
Property disposed in 2013
Disposition date
(month/year)
 Disposition price
($ in millions)
 Gross leasable area (sq. ft.)
Leased percentage at disposition
Northpoint Industrial
1/13
$15
119,400
100
Centennial Plaza
9/13
15
244,000
100
Issaquah Office Center
9/13
22
146,900
100
Republic Distribution Center
10/13
20
312,500
100
Industrial Portfolio (4)
12/13
165
2,604,400
99
Retail Portfolio (5)
12/13
101
485,800
88
Total
 
$338
3,913,000
 

2012 PROPERTY PORTFOLIO ACQUISITIONS/DISPOSITIONS
Property acquired in 2012
Acquisition date
(month/year)
 Acquisition price
($ in millions)
 Gross leasable area (sq. ft.)
Leased percentage
at acquisition
Gateway at Mililani Mauka South
6/12
$11 (6)
18,700
100

Property disposed in 2012
Disposition date
(month/year)
 Disposition price
($ in millions)
 Gross leasable area (sq. ft.)
Leased percentage at disposition
Firestone Boulevard Building
3/12
$4
28,100
100



1  
79 percent occupied at closing on 1/23/13. Lease signed prior to closing, but effective on 2/1/13, brought occupancy up
to 93 percent.
2 
In November 2013, A&B refinanced and acquired The Shops at Kukui’ula. The Shops were originally developed in
2009 through a joint venture as part of the amenities for the Kukui’ula resort.
3 
Portfolio is reported in five categories: Kailua Industrial/Other, Kailua Grocery Anchored, Kailua Retail Other, Kailua
ground leases and Other Oahu ground leases.
4 
Industrial Portfolio includes the disposition of Activity Distribution Center, Heritage Business Center and Savannah
Logistics Center.
5 
Retail Portfolio includes the disposition of Broadlands Marketplace, Meadows on the Parkway and Rancho Temecula
Town Center.
6 
$11.4M acquisition price includes two existing buildings totaling 18,700 square feet and a 1.6-acre development parcel.

9