Alexander & Baldwin(ALEX) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents the company's unaudited condensed consolidated financial statements and related disclosures Item 1. Financial Statements Presents unaudited condensed consolidated financial statements, including balance sheets, income, cash flows, equity, and detailed notes Condensed Consolidated Balance Sheets Details the company's financial position, including assets, liabilities, and equity, at specific reporting dates Condensed Consolidated Balance Sheets (amounts in millions) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :--------------------------------- | :----------- | :----------- | | Total assets | $1,963.5 | $2,036.0 | | Real estate investments, net | $1,626.8 | $1,667.0 | | Cash and cash equivalents | $26.5 | $57.2 | | Total liabilities | $863.4 | $933.4 | | Notes payable and other debt | $627.7 | $687.1 | | Total equity | $1,093.3 | $1,096.1 | Condensed Consolidated Statements of Operations Reports the company's revenues, expenses, and net income over specific periods Condensed Consolidated Statements of Operations (amounts in millions, except per share data) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Operating Revenue | $84.3 | $77.8 | $254.6 | $232.5 | | Operating Income (Loss) | $11.1 | $8.5 | $39.2 | $22.9 | | Net Income (Loss) Attributable to A&B Shareholders | $6.4 | $3.0 | $29.1 | $4.5 | | Basic Earnings (Loss) Per Share | $0.09 | $0.04 | $0.40 | $0.06 | | Diluted Earnings (Loss) Per Share | $0.09 | $0.04 | $0.40 | $0.06 | Condensed Consolidated Statements of Comprehensive Income (Loss) Presents net income and other comprehensive income items, reflecting total non-owner changes in equity Condensed Consolidated Statements of Comprehensive Income (Loss) (amounts in millions) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :------------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net Income (Loss) | $6.5 | $3.2 | $29.4 | $4.1 | | Other Comprehensive Income (Loss), net of tax | $(3.6) | $1.2 | $0.3 | $(5.1) | | Comprehensive Income (Loss) Attributable to A&B Shareholders | $2.8 | $4.2 | $29.4 | $(0.6) | Condensed Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (amounts in millions) | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $29.4 | $4.1 | | Net cash provided by (used in) operations | $67.2 | $37.2 | | Net cash provided by (used in) investing activities | $13.9 | $20.5 | | Net cash provided by (used in) financing activities | $(111.8) | $44.2 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(30.7) | $101.9 | | Balance, end of period | $26.7 | $117.3 | Condensed Consolidated Statements of Equity Outlines changes in shareholders' equity, including net income, dividends, and share-based compensation Condensed Consolidated Statements of Equity (amounts in millions) | Metric | Jan 1, 2021 | Sep 30, 2021 | | :-------------------------------- | :---------- | :----------- | | Total Equity | $1,096.1 | $1,093.3 | | Net income (loss) (9 months) | N/A | $29.1 | | Dividend on common stock (9 months) | N/A | $(35.7) | | Share-based compensation (9 months) | N/A | $4.4 | Notes to Condensed Consolidated Financial Statements Provides detailed explanations of accounting policies, business operations, debt, and other financial commitments - Alexander & Baldwin, Inc. is a real estate investment trust (REIT) operating in three segments: Commercial Real Estate (CRE), Land Operations, and Materials & Construction (M&C)[32] - In Q1 2021, the Company updated its reportable segments, reclassifying a component from Land Operations to Materials & Construction, with historical disclosures recast[34] - Total notes payable and other debt (carrying value) decreased from $687.1 million to $627.7 million from December 31, 2020, to September 30, 2021[43][46][48] - The Company uses interest rate swap agreements as cash flow hedges, expecting to reclassify $1.6 million of net gains (losses) from AOCI to earnings within 12 months[50][54] - As of September 30, 2021, standby letters of credit totaled $1.1 million, and construction-related bonds totaled $275.2 million, with maximum remaining exposure for defaults at $82.2 million[59][60] - The Company is involved in ongoing legal proceedings regarding East Maui water revocable permits, with a contested case hearing ordered for 2021 permits[67][69] - Total operating revenue for the nine months ended September 30, 2021, was $254.6 million, with 55% - 60% of $156.5 million remaining contract consideration expected to be recognized as revenue over the next twelve months[74][77] - Total rental income from operating leases for the nine months ended September 30, 2021, was $130.9 million, with future contractual lease payments totaling $953.1 million[86][88] - The Company approved a plan to terminate its Defined Benefit Plans, effective May 31, 2021, expecting an additional cash contribution of $32 million to $47 million in 2022 and pre-tax non-cash pension settlement charges of $80 million to $95 million[95][135] - On October 28, 2021, the Company acquired two industrial properties on Oahu for $10.8 million in cash[117] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operating results, liquidity, and capital resources, highlighting segment performance and strategy Business Overview Describes the company's operating segments, strategic focus, and the impact of external factors like COVID-19 - The Company operates in three segments: Commercial Real Estate (CRE), Land Operations, and Materials & Construction (M&C)[126][127] - The Company is pursuing a simplification strategy to monetize non-core assets and focus resources on commercial real estate operations, including evaluating strategic alternatives for M&C and Kukui'ula joint venture investments[128][129][131] - The Company approved a plan to terminate its Defined Benefit Plans, effective May 31, 2021, expecting an additional cash contribution of $32 million to $47 million in 2022 and pre-tax non-cash pension settlement charges of $80 million to $95 million[132][135] - Due to eased COVID-19 restrictions and increased tourism, the Company experienced higher rent collections and lower net bad debt in its commercial real estate operations, with CRE portfolio tenants paying approximately 94% of Q3 2021 and 95% year-to-date contractual rent amounts as of October 15, 2021[139] Consolidated Results of Operations Analyzes the company's overall financial performance, including revenue, income, and key non-GAAP metrics Consolidated Financial Results (amounts in millions, except per share data) | Metric | Q3 2021 | Q3 2020 | YoY Change ($) | YoY Change (%) | | :------------------------------------------ | :------ | :------ | :------------- | :------------- | | Operating revenue | $84.3 | $77.8 | $6.5 | 8.4% | | Operating income (loss) | $11.1 | $8.5 | $2.6 | 30.6% | | Net income (loss) attributable to A&B | $6.4 | $3.0 | $3.4 | 113.3% | | Basic EPS - continuing operations | $0.10 | $0.04 | $0.06 | 150.0% | | FFO | $15.5 | $12.5 | $3.0 | 24.0% | | Core FFO | $17.9 | $11.6 | $6.3 | 54.3% | Consolidated Financial Results (amounts in millions, except per share data) | Metric | YTD Q3 2021 | YTD Q3 2020 | YoY Change ($) | YoY Change (%) | | :------------------------------------------ | :---------- | :---------- | :------------- | :------------- | | Operating revenue | $254.6 | $232.5 | $22.1 | 9.5% | | Operating income (loss) | $39.2 | $22.9 | $16.3 | 71.2% | | Net income (loss) attributable to A&B | $29.1 | $4.5 | $24.6 | 546.7% | | Basic EPS - continuing operations | $0.41 | $0.07 | $0.34 | 485.7% | | FFO | $57.0 | $34.3 | $22.7 | 66.2% | | Core FFO | $51.9 | $43.0 | $8.9 | 20.7% | - The $9.0 million gain on disposal of assets in Q3 2020 and $9.5 million gain in YTD Q3 2020 were primarily from the sale of assets related to the Company's solar power facility in Port Allen on Kauai[147][152] Analysis of Operating Revenue and Profit by Segment Examines revenue and profit performance across Commercial Real Estate, Land Operations, and Materials & Construction segments Commercial Real Estate (CRE) Segment Performance (amounts in millions) | Metric | Q3 2021 | Q3 2020 | YoY Change ($) | YoY Change (%) | | :--------------------------------- | :------ | :------ | :------------- | :------------- | | Operating revenue | $44.0 | $35.7 | $8.3 | 23.2% | | Operating profit (loss) | $19.0 | $11.0 | $8.0 | 72.7% | | Net Operating Income ("NOI") | $28.1 | $21.6 | $6.5 | 30.2% | | Same-Store NOI | $27.4 | $21.1 | $6.3 | 29.7% | | Metric | YTD Q3 2021 | YTD Q3 2020 | YoY Change ($) | YoY Change (%) | | :--------------------------------- | :---------- | :---------- | :------------- | :------------- | | Operating revenue | $127.2 | $113.1 | $14.1 | 12.5% | | Operating profit (loss) | $53.0 | $37.9 | $15.1 | 39.8% | | Net Operating Income ("NOI") | $81.9 | $72.7 | N/A | 12.7% | | Same-Store NOI | $79.9 | $71.0 | N/A | 12.5% | - CRE operating revenue and profit increases were primarily due to lower reductions to revenue related to uncollectible tenant billings and other rent relief modifications, reflecting improved rent collections[156][160] CRE Occupancy Metrics | Metric | Sep 30, 2021 | Sep 30, 2020 | Basis Point Change | | :------------------------- | :----------- | :----------- | :----------------- | | Leased Occupancy | 94.6% | 94.2% | 40 | | Physical Occupancy | 94.0% | 93.5% | 50 | | Economic Occupancy | 92.0% | 92.9% | (90) | - New comparable leases in Q3 2021 resulted in an 8.7% average base rent increase, while comparable renewal leases saw a 0.2% average base rent decrease[164] Land Operations Segment Performance (amounts in millions) | Metric | Q3 2021 | Q3 2020 | YTD Q3 2021 | YTD Q3 2020 | | :--------------------------------- | :------ | :------ | :---------- | :---------- | | Total operating revenue | $5.4 | $7.4 | $38.5 | $27.5 | | Total operating profit (loss) | $1.7 | $3.1 | $22.3 | $11.6 | | Earnings (loss) from joint ventures | $2.4 | $1.3 | $11.3 | $3.6 | - Q3 2020 Land Operations results included an $8.9 million gain on disposal from the sale of assets related to the Company's solar power facility[179] - YTD Q3 2021 profit was primarily driven by profitable unit sales at the Kukui'ula joint venture projects[181] Materials & Construction (M&C) Segment Performance (amounts in millions) | Metric | Q3 2021 | Q3 2020 | YTD Q3 2021 | YTD Q3 2020 | | :--------------------------------- | :------ | :------ | :---------- | :---------- | | Operating revenue | $34.9 | $34.7 | $88.9 | $91.9 | | Operating profit (loss) | $(0.3) | $1.6 | $(6.2) | $(8.6) | | Backlog at period end | $193.5 | $114.0 | N/A | N/A | - Q3 2021 M&C operating loss was primarily due to lower paving volumes and margins[184] - YTD Q3 2020 operating loss included a $5.6 million write-down related to the GPRM subsidiary[187] - M&C backlog increased by 69.7% to $193.5 million at September 30, 2021, from $114.0 million at September 30, 2020, driven by an increase in marketed bid opportunities won by Grace Pacific[185] Use of Non-GAAP Financial Measures Explains the purpose and calculation of non-GAAP metrics like FFO, Core FFO, and NOI for performance evaluation - The Company uses non-GAAP measures like Funds From Operations (FFO), Core FFO, and Net Operating Income (NOI) to provide additional insight into its core operating results and underlying business trends, facilitating comparison with other REITs[188] - FFO is a Nareit-defined measure of operating performance for real estate companies, excluding real estate depreciation/amortization, gains/losses from real estate sales, and impairment write-downs of real estate assets[189] - Core FFO is a non-GAAP measure specific to the Company's commercial real estate business, adjusting CRE operating profit for real estate depreciation/amortization, corporate expenses, and core business interest expense, while excluding non-recurring items[191] - NOI is a non-GAAP measure used internally to evaluate the unlevered performance of the Commercial Real Estate portfolio, reflecting contract-based income and cash-based property-level expenses, excluding non-cash items and indirect expenses[193][194] - Same-Store NOI and Occupancy metrics include results from properties owned and operated for the entirety of both comparable periods, excluding new developments, redevelopments, acquisitions, or dispositions, to provide insights into comparable asset performance[195] Liquidity and Capital Resources Details the company's cash sources, debt capacity, capital expenditures, and ability to meet financial obligations - The Company's primary liquidity sources are cash from operations ($67.2 million for the nine months ended September 30, 2021), available cash and cash equivalents ($26.5 million as of September 30, 2021), and borrowing capacity under its revolving credit facilities[208][210] - The revolving credit facility was amended in August 2021, increasing total commitments to $500.0 million and extending the term to August 2025, with $356.9 million of available capacity as of September 30, 2021[210] - The Company entered into an equity distribution agreement (ATM Agreement) in August 2021 to sell up to $150.0 million of common stock, but no shares had been sold under this program as of September 30, 2021[211] - An additional cash contribution of $32 million to $47 million is expected in 2022 to fully fund the Defined Benefit Plans upon termination[206] - Net cash provided by investing activities was $13.9 million for the nine months ended September 30, 2021, primarily driven by $40.2 million in distributions from land development joint ventures, including $34.3 million from Kukui'ula projects[213] Capital Expenditures (amounts in millions) | Category | YTD Q3 2021 | YTD Q3 2020 | Change (%) | | :------------------------------------------ | :---------- | :---------- | :--------- | | CRE property acquisitions, development and redevelopment | $14.3 | $8.1 | 76.5% | | Building/area improvements (Maintenance) | $5.2 | $3.8 | 36.8% | | Tenant space improvements (Maintenance) | $1.9 | $2.1 | (9.5)% | | Quarrying and paving | $2.8 | $2.6 | 7.7% | | Agribusiness and other | $1.9 | $1.1 | 72.7% | | Total capital expenditures | $26.1 | $17.7 | 47.5% | - Net cash used in financing activities was $111.8 million for the nine months ended September 30, 2021, primarily due to net repayments of notes payable and other debt ($64.2 million) and cash dividend payments ($46.5 million)[218] - As of September 30, 2021, the Company holds approximately $14.3 million from tax-deferred involuntary conversions under §1033 of the Code that had not yet been reinvested[220] - The Company believes its current liquidity sources will be sufficient to meet short-term and long-term business requirements, but acknowledges ongoing uncertainty from the COVID-19 pandemic[223] Other Matters Addresses critical accounting estimates and new accounting pronouncements - There have been no material changes in the Company's critical accounting estimates from those described in the 2020 Form 10-K[224] - Information regarding new accounting pronouncements is provided in the Notes to Condensed Consolidated Financial Statements[225] Item 3. Quantitative and Qualitative Disclosures About Market Risk Refers to the 2020 Form 10-K for market risk disclosures, noting no material changes since December 31, 2020 - There have been no material changes in the quantitative and qualitative disclosures about market risk since December 31, 2020, as referenced in the Company's Form 10-K for the fiscal year ended December 31, 2020[227] Item 4. Controls and Procedures Management concluded disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - The Company's management, with the participation of the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2021[228] - There have been no material changes in the Company's internal control over financial reporting during the fiscal third quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[229] PART II. OTHER INFORMATION Presents additional information including legal proceedings, risk factors, equity sales, and exhibit index Item 1. Legal Proceedings Incorporates legal proceedings and contingencies by reference from Note 8 of the financial statements, focusing on East Maui water permits - Information concerning legal proceedings is incorporated by reference from the "Legal Proceedings and Other Contingencies" section in Note 8 of the Notes to Condensed Consolidated Financial Statements[231] Item 1A. Risk Factors Confirms no material changes to risk factors previously disclosed in the company's most recent annual report on Form 10-K - There have been no material changes to the risk factors previously disclosed in Item 1A. "Risk Factors" in the Company's most recent annual report on Form 10-K[232] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports no unregistered equity sales and details the reauthorized common stock repurchase program, with no recent repurchases - No equity securities were sold by the Company during the period covered by this report that were not registered under the Securities Act[233] - The Company's Board of Directors reauthorized a common stock repurchase program of up to $150 million, effective from January 1, 2022, to December 31, 2023, with no purchases or repurchases made in 2021 or 2020 under the previous plan[233] Item 4. Mine Safety Disclosures Refers to Exhibit 95 for information on mine safety violations and other regulatory matters - Information concerning mine safety violations or other regulatory matters is included in Exhibit 95 to this periodic report on Form 10-Q[234] Item 6. Exhibit Index Lists all exhibits filed with the Form 10-Q, including material contracts, executive certifications, and XBRL financial data - Key material contracts filed include the Third Amended and Restated Credit Agreement dated August 31, 2021 (Exhibit 10.2), and amendments to Note Purchase and Private Shelf Agreements (Exhibits 10.3, 10.5) also dated August 31, 2021[237] - Certifications of the Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, are included as Exhibits 31.1 and 31.2[237] - The Inline XBRL (eXtensible Business Reporting Language) formatted financial information, including Condensed Consolidated Balance Sheets, Statements of Operations, Comprehensive Income (Loss), Cash Flows, and Equity, along with Notes to Condensed Consolidated Financial Statements, is provided as Exhibit 101[238]