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Alexander & Baldwin, Inc. - Quarter Report: 2019 September (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
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 001-35492
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii
45-4849780
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
 
 
P. O. Box 3440,
Honolulu,
Hawaii
96801
(Address of principal executive offices)
(Zip Code)
(808) 525-6611
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former
fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
ALEX
New York Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
 
Accelerated filer
☐
 
Non-accelerated filer
☐
 
Smaller reporting company
☐
 
 
 
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding as of September 30, 2019: 72,258,124
 


ALEXANDER & BALDWIN, INC.
FORM 10-Q
For the Quarterly Period Ended September 30, 2019

TABLE OF CONTENTS

 
Page
PART I. FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
Condensed Consolidated Balance Sheets - As of September 30, 2019 and December 31, 2018
 
 
 
Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2019 and 2018
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended September 30, 2019 and 2018
 
 
 
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2019 and 2018
 
 
 
Condensed Consolidated Statements of Equity - Three and Nine Months Ended September 30, 2019 and 2018
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
 
Item 2.
 
Item 4.
 
Item 5.
 
Item 6.
 
 
 




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions) (Unaudited)
 
September 30,
2019
 
December 31, 2018
ASSETS
 
 
 
Real estate investments
 
 
 
Real estate property
$
1,531.4

 
$
1,293.7

Accumulated depreciation
(124.3
)
 
(107.2
)
Real estate property, net
1,407.1

 
1,186.5

Real estate developments
93.8

 
155.2

Investments in real estate joint ventures and partnerships
135.4

 
141.0

Real estate intangible assets, net
78.7

 
59.8

Real estate investments, net
1,715.0

 
1,542.5

Cash and cash equivalents
7.2

 
11.4

Restricted cash
0.2

 
223.5

Accounts receivable and retention, net
67.8

 
61.2

Inventories
23.9

 
26.5

Other property, net
131.4

 
135.5

Operating lease right-of-use assets
22.7

 
—

Goodwill
15.4

 
65.1

Other receivables
28.7

 
56.8

Prepaid expenses and other assets
109.4

 
102.7

Total assets
$
2,121.7

 
$
2,225.2

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Notes payable and other debt
$
732.4

 
$
778.1

Accounts payable
15.0

 
34.2

Operating lease liabilities
23.0

 
—

Accrued pension and post-retirement benefits
31.4

 
29.4

Indemnity holdbacks
7.5

 
16.3

Deferred revenue
68.4

 
63.2

Accrued and other liabilities
107.7

 
87.8

Total liabilities
985.4

 
1,009.0

Commitments and Contingencies

 

Redeemable Noncontrolling Interest
7.9

 
7.9

Equity:
 
 
 
Common stock - no par value; authorized, 150 million shares; outstanding, 72.3 million and 72.0 million shares at September 30, 2019 and December 31, 2018, respectively
1,797.4

 
1,793.4

Accumulated other comprehensive income (loss)
(55.0
)
 
(51.9
)
Distributions in excess of accumulated earnings
(617.6
)
 
(538.9
)
Total A&B shareholders' equity
1,124.8

 
1,202.6

Noncontrolling interest
3.6

 
5.7

Total equity
1,128.4

 
1,208.3

Total liabilities and equity
$
2,121.7

 
$
2,225.2

See Notes to Condensed Consolidated Financial Statements.

1


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts) (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Operating Revenue:
 
 
 
 
 
 
 
 
Commercial Real Estate
 
$
42.7

 
$
35.9

 
$
118.6


$
104.9

Land Operations
 
8.5

 
24.0

 
82.4


72.6

Materials & Construction
 
37.9

 
59.5

 
126.6


167.3

Total operating revenue
 
89.1

 
119.4

 
327.6


344.8

Operating Costs and Expenses:
 
 
 
 
 



Cost of Commercial Real Estate
 
23.8

 
19.2

 
64.3


57.0

Cost of Land Operations
 
5.9

 
17.4

 
68.5


67.0

Cost of Materials & Construction
 
42.0

 
50.5

 
127.2


143.5

Selling, general and administrative
 
13.3

 
14.6

 
45.1


44.7

Goodwill impairment
 
49.7

 
—

 
49.7

 
—

Total operating costs and expenses
 
134.7

 
101.7

 
354.8

 
312.2

Gain (loss) on the sale of commercial real estate properties
 
—

 
—

 
—

 
49.8

Operating Income (Loss)
 
(45.6
)
 
17.7

 
(27.2
)
 
82.4

Income (loss) related to joint ventures
 
2.4

 
4.5

 
6.1


6.3

Interest and other income (expense), net (Note 2)
 
0.6

 
3.7

 
2.8


2.1

Interest expense
 
(8.2
)
 
(9.1
)
 
(25.4
)

(26.4
)
Income (Loss) from Continuing Operations Before Income Taxes
 
(50.8
)
 
16.8

 
(43.7
)

64.4

Income tax benefit (expense)
 
—

 
(1.0
)
 
1.1


1.8

Income (Loss) from Continuing Operations
 
(50.8
)
 
15.8

 
(42.6
)

66.2

Income (loss) from discontinued operations, net of income taxes
 
(0.1
)
 
(0.2
)
 
(0.8
)

(0.2
)
Net Income (Loss)
 
(50.9
)
 
15.6

 
(43.4
)

66.0

Loss (income) attributable to noncontrolling interest
 
1.1

 
(0.8
)
 
1.8


(1.4
)
Net Income (Loss) Attributable to A&B Shareholders
 
$
(49.8
)
 
$
14.8

 
$
(41.6
)

$
64.6

 
 
 
 
 
 



Basic Earnings (Loss) Per Share of Common Stock:
 
 
 
 
 



Continuing operations available to A&B shareholders
 
$
(0.69
)
 
$
0.21

 
$
(0.57
)

$
0.92

Discontinued operations available to A&B shareholders
 
—

 
—

 
(0.01
)

—

Net income (loss) available to A&B shareholders
 
$
(0.69
)
 
$
0.21

 
$
(0.58
)

$
0.92

Diluted Earnings (Loss) Per Share of Common Stock:
 
 
 
 
 



Continuing operations available to A&B shareholders
 
$
(0.69
)
 
$
0.20

 
$
(0.57
)

$
0.89

Discontinued operations available to A&B shareholders
 
—

 
—

 
(0.01
)

—

Net income (loss) available to A&B shareholders
 
$
(0.69
)
 
$
0.20

 
$
(0.58
)

$
0.89

 
 
 
 
 
 



Weighted-Average Number of Shares Outstanding:
 
 
 
 
 



Basic
 
72.3

 
72.0

 
72.2


70.2

Diluted
 
72.3

 
72.4

 
72.2


72.4

 
 
 
 
 
 





Amounts Available to A&B Shareholders (Note 4):
 
 
 
 
 





Continuing operations available to A&B shareholders
 
$
(49.7
)
 
$
15.0

 
$
(40.8
)

$
64.8

Discontinued operations available to A&B shareholders
 
(0.1
)
 
(0.2
)
 
(0.8
)

(0.2
)
Net income (loss) available to A&B shareholders
 
$
(49.8
)
 
$
14.8

 
$
(41.6
)

$
64.6

See Notes to Condensed Consolidated Financial Statements.

2


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions) (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Net Income (Loss)
 
$
(50.9
)
 
$
15.6

 
$
(43.4
)
 
$
66.0

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
 
 
 
 
Unrealized interest rate hedging gain (loss)
 
(2.0
)
 
0.6

 
(5.5
)
 
3.0

Impact of reclassification adjustment to interest expense included in Net Income (Loss)
 
0.2

 
—

 
(0.1
)
 
—

Defined benefit pension plans:
 
 
 
 
 
 
 
 
Amortization of net loss included in net periodic pension cost
 
0.9

 
1.1

 
2.9

 
3.3

Amortization of prior service credit included in net periodic pension cost
 
(0.1
)
 
(0.2
)
 
(0.4
)
 
(0.5
)
Curtailment (gain)/loss
 
—

 
—

 
—

 
(0.4
)
Income taxes related to other comprehensive income (loss)
 
—

 
(0.4
)
 
—

 
(1.4
)
Other comprehensive income (loss), net of tax
 
(1.0
)
 
1.1

 
(3.1
)
 
4.0

Comprehensive Income (Loss)
 
(51.9
)
 
16.7

 
(46.5
)
 
70.0

Comprehensive (income) loss attributable to noncontrolling interest
 
1.1

 
(0.8
)
 
1.8

 
(1.4
)
Comprehensive Income (Loss) Attributable to A&B Shareholders
 
$
(50.8
)
 
$
15.9

 
$
(44.7
)
 
$
68.6

See Notes to Condensed Consolidated Financial Statements.

3


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (Unaudited)
 
Nine Months Ended September 30,
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$
(43.4
)
 
$
66.0

Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:

 

Depreciation and amortization
36.6

 
31.6

Deferred income taxes
—

 
(2.4
)
Loss (gain) on asset transactions, net
(2.6
)
 
(62.1
)
Goodwill impairment
49.7

 
—

Share-based compensation expense
4.1

 
4.0

(Income) loss from affiliates, net of distributions of income
(3.5
)
 
2.0

Changes in operating assets and liabilities:
 
 
 
Trade, contracts retention, and other contract receivables
(6.9
)
 
(4.9
)
Inventories
2.6

 
(0.3
)
Prepaid expenses, income tax receivable and other assets
25.8

 
(4.1
)
Accrued pension and post-retirement benefits
4.6

 
2.5

Accounts payable
(10.3
)
 
(8.3
)
Accrued and other liabilities
6.6

 
(7.3
)
Real estate development for sale proceeds
48.5

 
41.0

Expenditures for real estate development for sale
(7.8
)
 
(20.0
)
Net cash provided by (used in) operations
104.0

 
37.7

 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Capital expenditures for acquisitions
(218.4
)
 
(201.6
)
Capital expenditures for property, plant and equipment
(31.8
)
 
(40.0
)
Proceeds from disposal of property, investments and other assets
3.0

 
169.3

Payments for purchases of investments in affiliates and other investments
(3.3
)
 
(21.3
)
Distributions of capital from investments in affiliates and other investments
12.2

 
32.8

Net cash provided by (used in) investing activities
(238.3
)
 
(60.8
)
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
Proceeds from issuance of long-term debt
111.8

 
533.5

Payments of long-term debt and deferred financing costs
(155.3
)
 
(433.6
)
Borrowings (payments) on line-of-credit agreement, net
(5.1
)
 
(14.2
)
Distribution to noncontrolling interests
(0.3
)
 
(0.2
)
Cash dividends paid
(36.2
)
 
(156.6
)
Proceeds from issuance (repurchase) of common stock and other, net
(1.0
)
 
(1.3
)
Payment of deferred acquisition holdback
(7.1
)
 
—

Net cash provided by (used in) financing activities
(93.2
)
 
(72.4
)
 
 
 
 
Cash, Cash Equivalents and Restricted Cash:
 
 
 
Net increase (decrease) in cash, cash equivalents, and restricted cash
(227.5
)
 
(95.5
)
Balance, beginning of period
234.9

 
103.2

Balance, end of period
$
7.4

 
$
7.7


4


Other Cash Flow Information:
 
 
 
Interest paid, net of capitalized interest
$
(25.2
)
 
$
(26.1
)
Income tax (payments)/refunds, net
$
25.8

 
$
1.9

 
 
 
 
Noncash Investing and Financing Activities:
 
 
 
Capital expenditures included in accounts payable and accrued expenses
$
2.6

 
$
2.0

Fair value of loan assumed in connection with acquisition
$
—

 
$
61.0

Issuance of shares for stock dividend
$
—

 
$
626.4

Right-of-use ("ROU") assets and corresponding lease liability recorded upon ASC 842 adoption
$
31.0

 
$
—

Lease liabilities arising from obtaining ROU assets
$
1.7

 
$
—

 
 
 
 
Reconciliation of cash, cash equivalents and restricted cash:
 
 
 
Beginning of the period
 
 
 
Cash and cash equivalents
$
11.4

 
$
68.9

Restricted cash
223.5

 
34.3

Cash, cash equivalents and restricted cash
$
234.9

 
$
103.2

 
 
 
 
End of the period
 
 
 
Cash and cash equivalents
$
7.2

 
$
7.5

Restricted cash
0.2

 
0.2

Cash, cash equivalents and restricted cash
$
7.4

 
$
7.7

See Notes to Condensed Consolidated Financial Statements.

5


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2019 and 2018
(In millions) (Unaudited)
 
 
Total Equity
 
 
 
 
Common Stock
 
Accumulated
Other
Compre-
hensive Income (Loss)
 
(Distribution
in Excess
of Accumulated Earnings)
 
Non-Controlling
Interest
 
Total
 
Redeem-
able
Non-
Controlling
Interest
 
 
 
 
 
 
 
 
 
Shares
 
Stated Value
 
 
 
 
 
Balance, January 1, 2018
 
49.3

 
$
1,161.7

 
$
(42.3
)
 
$
(473.0
)
 
$
4.7

 
$
651.1

 
$
8.0

Net income (loss)
 
—

 
—

 
—

 
64.6

 
0.8

 
65.4

 
0.6

Impact of adoption of ASU 2014-09
 
—

 
—

 
—

 
(1.4
)
 
—

 
(1.4
)
 
—

Other comprehensive income (loss), net of tax
 
—

 
—

 
4.0

 
—

 
—

 
4.0

 
—

Stock dividend ($11.65 per share)
 
22.6

 
626.4

 
—

 
—

 
—

 
626.4

 
—

Distributions to noncontrolling interest
 
—

 
—

 
—

 
—

 
(0.2
)
 
(0.2
)
 
—

Adjustments to redemption value of redeemable noncontrolling interest
 
—

 
—

 
—

 
0.6

 
—

 
0.6

 
(0.6
)
Share-based compensation
 
—

 
4.0

 
—

 
—

 
—

 
4.0

 
—

Shares issued or repurchased, net
 
0.1

 
—

 
—

 
(1.3
)
 
—

 
(1.3
)
 
—

Balance, September 30, 2018
 
72.0

 
$
1,792.1

 
$
(38.3
)
 
$
(410.5
)
 
$
5.3

 
$
1,348.6

 
$
8.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity
 
 
 
 
Common Stock
 
Accumulated
Other
Compre-
hensive Income (Loss)
 
(Distribution
in Excess
of Accumulated Earnings)
 
Non-Controlling
Interest
 
Total
 
Redeem-
able
Non-
Controlling
Interest
 
 
 
 
 
 
 
 
 
Shares
 
Stated Value
 
 
 
 
 
Balance, January 1, 2019
 
72.0

 
$
1,793.4

 
$
(51.9
)
 
$
(538.9
)
 
$
5.7

 
$
1,208.3

 
$
7.9

Net income (loss)
 
—

 
—

 
—

 
(41.6
)
 
(1.8
)
 
(43.4
)
 
—

Other comprehensive income (loss), net of tax
 
—

 
—

 
(3.1
)
 
—

 
—

 
(3.1
)
 
—

Dividend on common stock ($0.50 per share)
 
—

 
—

 
—

 
(36.2
)
 
—

 
(36.2
)
 
—

Distributions to noncontrolling interest
 
—

 
—

 
—

 
—

 
(0.3
)
 
(0.3
)
 
—

Share-based compensation
 
—

 
4.1

 
—

 
—

 
—

 
4.1

 
—

Shares issued or repurchased, net
 
0.3

 
(0.1
)
 
—

 
(0.9
)
 
—

 
(1.0
)
 
—

Balance, September 30, 2019
 
72.3

 
$
1,797.4

 
$
(55.0
)
 
$
(617.6
)
 
$
3.6

 
$
1,128.4

 
$
7.9

See Notes to Condensed Consolidated Financial Statements.

6


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2019 and 2018
(In millions) (Unaudited)
 
 
Total Equity
 
 
 
 
Common Stock
 
Accumulated
Other
Compre-
hensive Income (Loss)
 
(Distribution
in Excess
of Accumulated Earnings)
 
Non-Controlling
Interest
 
Total
 
Redeem-
able
Non-
Controlling
Interest
 
 
 
 
 
 
 
 
 
Shares
 
Stated Value
 
 
 
 
 
Balance, July 1, 2018
 
72.0

 
$
1,790.8

 
$
(39.4
)
 
$
(426.0
)
 
$
5.0

 
$
1,330.4

 
$
8.0

Net income (loss)
 
—

 
—

 
—

 
14.8

 
0.3

 
15.1

 
0.5

Other comprehensive income (loss), net of tax
 
—

 
—

 
1.1

 
—

 
—

 
1.1

 
—

Adjustments to redemption value of redeemable noncontrolling interest
 
—

 
—

 
—

 
0.5

 
—

 
0.5

 
(0.5
)
Share-based compensation
 
—

 
1.3

 
—

 
—

 
—

 
1.3

 
—

Shares issued or repurchased, net
 
—

 
—

 
—

 
0.2

 
—

 
0.2

 
—

Balance, September 30, 2018
 
72.0

 
$
1,792.1

 
$
(38.3
)
 
$
(410.5
)
 
$
5.3

 
$
1,348.6

 
$
8.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity
 
 
 
 
Common Stock
 
Accumulated
Other
Compre-
hensive Income (Loss)
 
(Distribution
in Excess
of Accumulated Earnings)
 
Non-Controlling
Interest
 
Total
 
Redeem-
able
Non-
Controlling
Interest
 
 
 
 
 
 
 
 
 
Shares
 
Stated Value
 
 
 
 
 
Balance, July 1, 2019
 
72.2

 
$
1,795.9

 
$
(54.0
)
 
$
(554.0
)
 
$
4.7

 
$
1,192.6

 
$
7.9

Net income (loss)
 
—

 
—

 
—

 
(49.8
)
 
(1.1
)
 
(50.9
)
 
—

Other comprehensive income (loss), net of tax
 
—

 
—

 
(1.0
)
 
—

 
—

 
(1.0
)
 
—

Dividend on common stock ($0.19 per share)
 
—

 
—

 
—

 
(13.8
)
 
—

 
(13.8
)
 
—

Share-based compensation
 
—

 
1.4

 
—

 
—

 
—

 
1.4

 
—

Shares issued or repurchased, net
 
0.1

 
0.1

 
—

 
—

 
—

 
0.1

 
—

Balance, September 30, 2019
 
72.3

 
$
1,797.4

 
$
(55.0
)
 
$
(617.6
)
 
$
3.6

 
$
1,128.4

 
$
7.9

See Notes to Condensed Consolidated Financial Statements.

7


Alexander & Baldwin, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
DESCRIPTION OF BUSINESS
Alexander & Baldwin, Inc. ("A&B" or the "Company") is a real estate investment trust ("REIT") headquartered in Honolulu, Hawai‘i. The Company operates three segments: Commercial Real Estate ("CRE"); Land Operations; and Materials & Construction ("M&C").  As of September 30, 2019, the Company's CRE improved real estate consisted of twenty-two retail centers, ten industrial assets and four office properties in Hawai‘i, representing a total of 3.9 million square feet of gross leasable area. The Company also owns a portfolio of ground leases in Hawai‘i that comprised 154 acres as of September 30, 2019.
2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim 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. While these condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2018, 2017 and 2016, respectively, and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K"), and other subsequent filings with the U.S. Securities and Exchange Commission ("SEC").
Rounding: Amounts in the condensed consolidated financial statements and notes are rounded to the nearest tenth of a million. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may result in differences.
Significant Accounting Policies: The Company's significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of the Company's 2018 Form 10-K. Changes to significant accounting policies are included herein.
Reclassifications
Unclassified Balance Sheet: During the first quarter of 2019, the Company changed the presentation of its balance sheet to be unclassified in order to be comparable with other REIT peers. The change was applied to all periods presented retrospectively.
Gain on Sale of Properties: In November 2018, the SEC finalized the Disclosure Update Simplification Project, which eliminated Rule 3-15(a)(1) reporting of Gain or Loss on Sale of Properties by REITs. To conform with Accounting Standards Codification ("ASC") 360 and the SEC rule change, the Company has classified the gain on dispositions of real estate assets in operating income in the Company's condensed consolidated statements of operations. The Company reclassified the prior period to conform to the current year presentation. This change resulted in an increase of $49.8 million in operating income during the nine months ended September 30, 2018.
Recently adopted accounting pronouncements
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and should be implemented using a modified retrospective approach, with the option to apply the guidance at the effective date or the beginning of the earliest comparative period. The Company adopted the guidance on January 1, 2019 and elected to use the effective date as the date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. Additionally, the Company elected the "package of practical expedients," which permits the Company to not reassess prior conclusions about lease identification, lease classification and initial direct costs.
The new guidance did not have a material impact on the accounting treatment of the Company's triple-net tenant leases, which are the primary source of our CRE revenues. However, starting in the current year there were certain changes to the guidance under ASC 842 which will have an impact on future operating results, including initial direct costs associated with the execution

8


of lease agreements such as legal fees and certain transaction costs will no longer be capitalizable and instead are expensed in the period incurred.
The Company recorded right-of-use ("ROU") assets and corresponding lease liabilities of approximately $31.0 million on the condensed consolidated balance sheet for certain leases in which it is the lessee. The adoption of ASC 842 had no impact on the Company's lease expense.
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019. The guidance amends the hedge accounting model in ASC 815 to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. The amendments expand an entity's ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest rate risk. This ASU eliminates the requirement to separately measure and report hedge ineffectiveness and requires the earnings effect of the hedging instrument to be presented in the same income statement line as the hedged item. The adoption of this standard did not have an impact on the Company's financial position or results of operations.
In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019. The guidance expands the scope of ASC 718 to include share-based payment transactions with the exception of specific guidance related to the attribution of compensation cost. The guidance also clarifies that any share-based payment awards granted in conjunction with selling goods or services to customers should be evaluated under ASC 606. The adoption of this standard did not have an impact on the Company's financial position or results of operations.
Recently issued accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. The guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019. The FASB has subsequently issued other related ASUs, which amend ASU 2016-13 to provide clarification and additional guidance. The Company is currently assessing the impact that adopting this new accounting standard will have on its condensed consolidated financial statements and footnote disclosures.
In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement. The guidance amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. This ASU also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures.
In August 2018, the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans. The guidance clarifies current disclosures and removes several disclosure requirements including accumulated other comprehensive income expected to be recognized over the next fiscal year and amount and timing of plan assets expected to be returned to the employer. This ASU also requires additional disclosures as well as explanations for significant gains and losses related to changes in the benefit plan obligation. This ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. This ASU is effective for fiscal years beginning after December 15, 2019 and the amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is

9


currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures.
Leases
Lessee: The Company determines if an arrangement is a lease at inception by considering whether that arrangement conveys the right to use an identified asset for a period of time in exchange for consideration. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company's condensed consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has also elected, for all classes of underlying assets, to not recognize lease liabilities and lease assets for leases with a term of 12 months or less.
Lessor: The Company reviews its contracts to determine if they qualify as a lease. A contract is determined to be a lease when the right to substantially all of the economic benefits and to direct the use of an identified asset is transferred to a customer over a defined period of time for consideration. During this review, the Company evaluates among other items, asset specification, substitution rights, purchase options, operating rights and control over the asset during the contract period.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately under ASC 606, Revenue from Contracts with Customers. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets where the component follows the same timing and pattern as the lease component. Non-lease components included in rental revenue primarily consist of tenant reimbursements for common area maintenance and other services paid for by the lessor and utilized by the lessee.
Rental revenue is primarily derived from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease. Fixed contractual payments from the Company's leases are recognized on a straight-line basis over the terms of the respective leases. Straight-line rental revenue commences when the customer assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Certain of the Company's lease agreements include terms for contingent rental revenue (e.g. percentage rents based on tenant sales volume) and tenant reimbursed property taxes, which are both accounted for as variable payments.
Certain of the Company's leases include termination and/or extension options. Termination options allow the customer to terminate the lease prior to the end of the lease term under specific circumstances. The Company's extension options generally require a re-negotiation with the customer at market rates. Initial direct costs, primarily commissions, related to the leasing of properties are capitalized on the balance sheet and amortized over the lease term. All other costs to negotiate or arrange a lease are expensed as incurred.
Accounts receivable related to leases are regularly evaluated for collectability, considering factors including, but not limited to, the credit quality of the customer, historical trends of the customer, and changes in customer payment terms. Upon determination that the collectability of a customer receivable is not probable, the Company will record an allowance for such receivable and a corresponding reduction to revenue previously recognized. Subsequent revenue is recorded on a cash basis until collectability on related billings becomes probable.
Changes in estimates on construction contracts
Revenue on the Company's long-term construction contracts are recognized using the percentage of completion, cost-to-cost, input method. Due to the nature of the work required to be performed, estimating total revenue and cost at completion of the contract is complex, subject to many variables and requires significant judgment. Such estimates of contract revenue and cost are dependent on a number of factors that may change during a contract performance period, resulting in changes to estimated contract profitability. These factors include, but are not limited to, the completeness and accuracy of the original bid; changes in the timing of scheduled work; change orders; unusual weather conditions; changes in costs of labor and/or materials; changes in productivity

10


expectations; and the expected, or actual, resolution terms for claims. Management evaluates changes in estimates on a contract by contract basis and uses the cumulative catch-up method to account for the changes in the period in which they are determined.
Interest and other income (expense), net
Interest and other income (expense), net for the nine months ended September 30, 2019 was primarily composed of interest income of $2.9 million. Interest and other income (expense), net for the nine months ended September 30, 2018 was primarily composed of a $4.2 million net gain on the sale of the Company's joint venture interest in the Ka Milo real estate development-for-sale project. For the nine months ended September 30, 2019 and 2018, other expense was primarily composed of pension and postretirement benefit expense of $3.4 million and $2.2 million, respectively.
Discontinued operations
In December 2016, the Company completed its final sugar harvest and ceased its sugar operations. Costs related to the cessation of sugar operations are presented as discontinued operations in the condensed consolidated statements of operations. Liabilities related to the cessation of sugar operations are presented within Accrued and other liabilities in the condensed consolidated balance sheets. For the nine months ended September 30, 2019, the Company recorded a loss from discontinued operations of $0.8 million primarily related to an increase in cessation related accruals and a reserve for bad debt against outstanding receivables deemed uncollectible in the first quarter of 2019.
3.
COMMITMENTS AND CONTINGENCIES
Commitments, Guarantees and Contingencies: Commitments and financial arrangements not recorded on the Company's condensed consolidated balance sheet included standby letters of credit and bonds. As of September 30, 2019, standby letters of credit issued by the Company's lenders under the Company's revolving credit facilities totaled $1.7 million. These letters of credit primarily relate to the Company's real estate activities, and if drawn upon the Company would be obligated to reimburse the issuer.
As of September 30, 2019, bonds related to the Company's construction and real estate activities totaled $440.8 million. Approximately $421.7 million represents the face value of construction bonds issued by third party sureties (bid, performance and payment bonds), and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond for the amount of the bond, reduced for the work completed to date. As of September 30, 2019, the Company's estimated remaining exposure, assuming defaults on all existing contractual construction obligations, was approximately $79.8 million.
Indemnity Agreements: For certain real estate joint ventures, the Company may be obligated under bond indemnities to complete construction of the real estate development if the joint venture does not perform. These indemnities are designed to protect the surety in exchange for the issuance of surety bonds that cover joint venture construction activities, such as project amenities, roads, utilities, and other infrastructure, at its joint ventures. Under the indemnities, the Company and its joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date. The recorded amounts of the indemnity liabilities were not material individually or in the aggregate.
The Company is a guarantor of indebtedness for certain of its unconsolidated joint ventures' borrowings with third party lenders, relating to the repayment of construction loans and performance of construction for the underlying project. As of September 30, 2019, the Company's limited guarantees on indebtedness related to one of its unconsolidated joint ventures totaled $3.1 million.
Other than obligations described above and those described in the Company's 2018 Form 10-K, obligations of the Company's joint ventures do not have recourse to the Company, and the Company's "at-risk" amounts are limited to its investment.
Legal Proceedings and Other Contingencies: Prior to the sale of approximately 41,000 acres of agricultural land on Maui to Mahi Pono Holdings, LLC ("Mahi Pono") in December 2018, A&B, through East Maui Irrigation Company, LLC ("EMI"), also owned approximately 16,000 acres of watershed lands in East Maui and also held four water licenses to approximately 30,000 acres owned by the State of Hawai‘i in East Maui. The sale to Mahi Pono includes the sale of a 50% interest in EMI (which closed February 1, 2019), and provides for A&B and Mahi Pono, through EMI, to jointly continue the existing process to secure long-term leases from the State for delivery of irrigation water to Mahi Pono for use in Central Maui.
The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the "BLNR")

11


to replace these revocable permits with a long-term water lease. Pending the completion by the BLNR of a contested case hearing it ordered to be held on the request for the long-term lease, the BLNR has kept the existing permits on a holdover basis. Three parties filed a lawsuit on April 10, 2015 (the "4/10/15 Lawsuit") alleging that the BLNR has been renewing the revocable permits annually rather than keeping them in holdover status. The lawsuit asked the court to void the revocable permits and to declare that the renewals were illegally issued without preparation of an environmental assessment ("EA"). In December 2015, the BLNR decided to reaffirm its prior decisions to keep the permits in holdover status. This decision by the BLNR was challenged by the three parties. In January 2016, the court ruled in the 4/10/15 Lawsuit that the renewals were not subject to the EA requirement, but that the BLNR lacked legal authority to keep the revocable permits in holdover status beyond one year. The decision was appealed to the Intermediate Court of Appeals ("ICA") of the State of Hawai‘i.
In May 2016, while the appeal of the 4/10/15 Lawsuit was pending, the Hawai‘i State Legislature passed House Bill 2501, which specified that the BLNR has the legal authority to issue holdover revocable permits for the disposition of water rights for a period not to exceed three years. The governor signed this bill into law as Act 126 in June 2016. Pursuant to Act 126, the annual authorization of the existing holdover permits was sought and granted by the BLNR in December 2016, November 2017 and November 2018 for calendar years 2017, 2018 and 2019. No extension of Act 126 was approved by the Hawai‘i State Legislature in 2019.
In June 2019, the ICA vacated the lower court’s ruling in the 4/10/15 Lawsuit that the BLNR lacked authority to keep the revocable permits in holdover status beyond one year and remanded the case to the trial court to determine whether the holdover status of the permits was both (a) "temporary" and (b) in the best interest of the State, as required by statute. The plaintiffs have filed a motion with the ICA for reconsideration of its decision, which was denied on July 5, 2019. On September 30, 2019, Plaintiffs filed a request with the Supreme Court of Hawai‘i to review and reverse the ICA’s ruling. On October 11, 2019, the BLNR took up the renewal of all the existing water revocable permits in the state, acting under the ICA's ruling, and approved the continuation of the four East Maui water revocable permits for another one-year period through December 31, 2020.
In a separate matter, on December 7, 2018, a contested case request filed by the Sierra Club contesting the BLNR's November 2018 approval of the 2019 revocable permits was denied by the BLNR. On January 7, 2019, Sierra Club filed a lawsuit in the circuit court of the first circuit in Hawai‘i against BLNR, A&B, and EMI, seeking to invalidate the extension of the revocable permits for, among other things, failure to perform an EA. The count alleging failure to perform an EA was recently ordered to be dismissed based on the ICA ruling in the 4/10/15 Lawsuit. The lawsuit also seeks to enjoin the diversion by EMI of more than 25 million gallons a day pending the imposition by BLNR of conditions that Sierra Club alleges should be imposed on the revocable permits. In connection with A&B’s obligation to continue the existing process to secure long-term water leases from the State, A&B and EMI will defend against the claims made by the Sierra Club.
A&B is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B's consolidated financial statements as a whole.
4.
EARNINGS PER SHARE ("EPS")
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards as well as adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued.

12


The following table provides a reconciliation of income (loss) from continuing operations to income (loss) from continuing operations available to A&B shareholders and net income (loss) available to A&B shareholders (in millions):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2019

2018
 
2019
 
2018
Income (loss) from Continuing Operations
$
(50.8
)
 
$
15.8

 
$
(42.6
)
 
$
66.2

Less: (Income) loss attributable to noncontrolling interest
1.1

 
(0.8
)
 
1.8

 
(1.4
)
Income (loss) from continuing operations attributable to A&B shareholders
(49.7
)
 
15.0

 
(40.8
)
 
64.8

Income (loss) from discontinued operations available to A&B shareholders, net of income taxes
(0.1
)
 
(0.2
)
 
(0.8
)
 
(0.2
)
Net income (loss) available to A&B shareholders
$
(49.8
)
 
$
14.8

 
$
(41.6
)
 
$
64.6

The number of shares used to compute basic and diluted earnings per share is as follows (in millions):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2019
 
2018
 
2019
 
2018
Denominator for basic EPS - weighted average shares outstanding
72.3

 
72.0

 
72.2

 
70.2

Effect of dilutive securities:
 
 
 
 
 
 
 
Non-participating stock options and restricted stock unit awards
—

 
0.4

 
—

 
0.4

Special Distribution
—

 
—

 
—

 
1.8

Denominator for diluted EPS - weighted average shares outstanding
72.3

 
72.4

 
72.2

 
72.4


There were 0.4 million shares of anti-dilutive securities outstanding during the three and nine months ended September 30, 2019. There were 0.1 million shares of anti-dilutive securities outstanding during the three and nine months ended September 30, 2018.
5.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's cash and cash equivalents, accounts receivable, and notes receivable with remaining terms less than 12 months approximate their carrying values due to the short-term nature of the instruments. The fair value of the Company's notes receivable with remaining terms greater than 12 months is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes approximates the carrying amount of $15.7 million at September 30, 2019. The fair value and carrying value of these notes was $16.3 million at December 31, 2018.
The carrying amount and fair value of the Company's debt at September 30, 2019 was $732.4 million and $753.8 million, respectively, and $778.1 million and $758.0 million at December 31, 2018, respectively. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company's existing debt arrangements (Level 2).
The Company carries its interest rate swaps at fair value. See Note 15 for fair value information regarding the Company's derivative instruments.

13


6.
INVENTORIES
Inventories are stated at the lower of cost (principally first-in, first-out basis) or net realizable value. Inventories as of September 30, 2019 and December 31, 2018 were as follows (in millions):
 
September 30, 2019
 
December 31, 2018
Asphalt
$
9.7

 
$
9.4

Processed rock and sand
7.5

 
9.5

Work in progress
3.2

 
4.0

Retail merchandise
2.1

 
2.0

Parts, materials and supplies inventories
1.4

 
1.6

Total
$
23.9

 
$
26.5


7.
SHARE-BASED PAYMENT AWARDS
The 2012 Incentive Compensation Plan ("2012 Plan") allows for the granting of stock options, restricted stock units and common stock. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company's authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or private transactions.
The following table summarizes the Company's stock option activity for the nine months ended September 30, 2019 (in thousands, except weighted-average exercise price and weighted-average contractual life):
 
2012 Plan
Stock Options
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Contractual Life
 
Aggregate
Intrinsic
Value
Outstanding, January 1, 2019
580.1
 
$
12.91

 

 


Exercised
(225.8)
 
$
11.29

 

 


Canceled
(2.0)
 
$
13.11

 
 
 
 
Outstanding, September 30, 2019
352.3
 
$
13.95

 
1.8 years
 
$
3,756

Vested or expected to vest
352.3
 
$
13.95

 
1.8 years
 
$
3,756

Exercisable, September 30, 2019
352.3
 
$
13.95

 
1.8 years
 
$
3,756


The following table summarizes non-vested restricted stock unit activity for the nine months ended September 30, 2019 (in thousands, except weighted-average grant-date fair value amounts):
 
2012 Plan
Restricted
Stock Units
 
Weighted-
Average
Grant-date
Fair Value
Outstanding, January 1, 2019
421.3

 
$
25.91

Granted
264.0

 
$
20.05

Vested
(149.5
)
 
$
23.72

Canceled
(78.8
)
 
$
22.07

Outstanding, September 30, 2019
457.0

 
$
23.90


The time-based restricted stock units granted to employees vest ratably over a period of three years. The time-based restricted stock units granted to non-employee directors prior to 2018 vest ratably over a period of three years, and commencing in 2018, the time-based restricted stock units granted to non-employee directors vest over one year. The market-based performance share units cliff vest over three years, provided that the total shareholder return of the Company's common stock over the relevant period meets or exceeds pre-defined levels of total shareholder returns relative to indices, as defined.

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The fair value of the Company's time-based awards is determined using the Company's stock price on the date of grant. The fair value of the Company's market-based awards is estimated using the Company's stock price on the date of grant and the probability of vesting using a Monte Carlo simulation with the following weighted-average assumptions:
 
2019 Grants
 
2018 Grants
Volatility of A&B common stock
23.8
%
 
22.7
%
Average volatility of peer companies
23.8
%
 
21.6
%
Risk-free interest rate
1.8
%
 
2.3
%

The Company recognizes compensation cost net of actual forfeitures of time-based or market-based awards. A summary of compensation cost related to share-based payments is as follows (in millions):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
 
 
2019
 
2018
 
2019
 
2018
Share-based expense:
 

 

 
 
 
 
Time-based and market-based restricted stock units
 
$
1.4

 
$
1.3

 
$
4.1

 
$
4.0

Total recognized tax benefit
 
—

 
(0.1
)
 
—

 
(0.4
)
Share-based expense (net of tax)
 
$
1.4

 
$
1.2

 
$
4.1

 
$
3.6



8.
RELATED PARTY TRANSACTIONS
Construction Contracts and Material Sales. The Company entered into contracts in the ordinary course of business, as a supplier, with affiliates that are members in entities in which the Company also is a member. Revenues earned from transactions with affiliates were $2.8 million and $4.5 million for the three months ended September 30, 2019 and 2018, respectively. Revenues earned from transactions with affiliates were $9.6 million and $10.8 million for the nine months ended September 30, 2019 and 2018, respectively. Receivables from these affiliates were $1.5 million and $2.2 million as of September 30, 2019 and December 31, 2018, respectively. Amounts due to these affiliates were $0.7 million and $0.6 million as of September 30, 2019 and December 31, 2018.
Commercial Real Estate. The Company entered into contracts in the ordinary course of business, as a lessor of property, with certain affiliates that are partially owned by a former director of the Company. There was no recorded revenue earned from transactions with affiliates for the three months ended September 30, 2019. For the three months ended September 30, 2018, revenues earned from transactions with affiliates were $1.2 million. Revenues earned from transactions with affiliates were $1.3 million and $3.5 million for the nine months ended September 30, 2019 and 2018, respectively. There were no receivables from these affiliates as of September 30, 2019 and less than $0.1 million as of December 31, 2018.
Land Operations. During the three months ended September 30, 2019 and 2018, the Company recognized $1.1 million and less than $0.1 million, respectively, related to revenue for services provided to certain unconsolidated investments in affiliates and interest earned on notes receivables from related parties. Service revenues and interest recorded during the nine months ended September 30, 2019 and 2018 were $1.7 million and $0.1 million, respectively. Receivables from these affiliates were less than $0.1 million as of September 30, 2019 and December 31, 2018.
During the year ended December 31, 2017, the Company extended a five-year construction loan secured by a mortgage on real property to one of its joint ventures. Receivables from this affiliate were $13.1 million and $13.5 million as of September 30, 2019 and December 31, 2018, respectively.

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9.
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit cost for the Company's pension and post-retirement plans for the three and nine months ended September 30, 2019 and 2018 are shown below (in millions):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Service cost
$
0.7

 
$
0.5

 
$
1.8

 
$
1.6

Interest cost
2.1

 
2.0

 
6.3

 
6.0

Expected return on plan assets
(1.8
)
 
(2.1
)
 
(5.4
)
 
(6.2
)
Amortization of net loss
0.9

 
1.1

 
2.9

 
3.3

Amortization of prior service credit
(0.1
)
 
(0.2
)
 
(0.4
)
 
(0.5
)
Curtailment (gain)/loss
—

 
—

 
—

 
(0.4
)
Net periodic benefit cost
$
1.8

 
$
1.3

 
$
5.2

 
$
3.8


10.
REAL ESTATE ASSET ACQUISITIONS
During the nine months ended September 30, 2019, the Company acquired five commercial real estate assets for $218.4 million.
The allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):
Fair value of assets acquired and liabilities assumed
Assets acquired:
 
Land
$
106.9

Property and improvements
91.3

In-place leases
23.2

Favorable leases
4.3

Total assets acquired
$
225.7

 
 
Liabilities assumed:
 
Unfavorable leases
$
7.3

Total liabilities assumed
7.3

Net assets acquired
$
218.4


As of the acquisition date, the weighted-average amortization periods of the in-place and favorable leases were approximately 8.2 years and 4.7 years, respectively. The weighted-average amortization period of the unfavorable leases was approximately 18.6 years.

16


11.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2019 were as follows (in millions):
 
Employee
Benefit Plans
 
Interest Rate Swap
 
Total
Balance, January 1, 2019
$
(55.2
)
 
$
3.3

 
$
(51.9
)
Other comprehensive income (loss) before reclassifications, net of taxes of $0 for interest rate swap
—

 
(5.5
)
 
(5.5
)
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0 for employee benefit plans
2.5

 
—

 
2.5

Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0 for interest rate swap
—

 
(0.1
)
 
(0.1
)
Balance, September 30, 2019
$
(52.7
)
 
$
(2.3
)
 
$
(55.0
)

The details of the changes in accumulated other comprehensive income (loss), including reclassifications out of accumulated other comprehensive income (loss), by component for the three and nine months ended September 30, 2019 and 2018, respectively, were as follows (in millions):
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Unrealized interest rate hedging gain (loss)
 
$
(2.0
)
 
$
0.6

 
$
(5.5
)
 
$
3.0

Impact of reclassification adjustment to interest expense included in Net Income (Loss)
 
0.2

 
—

 
(0.1
)
 
—

Amortization of defined benefit pension items reclassified to net periodic pension cost:
 
 
 
 
 
 
 
 
Actuarial loss1
 
0.9

 
1.1

 
2.9

 
3.3

Prior service credit1
 
(0.1
)
 
(0.2
)
 
(0.4
)
 
(0.5
)
Curtailment (gain)/loss1
 
—

 
—

 
—

 
(0.4
)
Total before income tax
 
(1.0
)
 
1.5

 
(3.1
)
 
5.4

Income taxes
 
—

 
(0.4
)
 
—

 
(1.4
)
Other comprehensive income (loss), net of tax
 
$
(1.0
)
 
$
1.1

 
$
(3.1
)
 
$
4.0

1 This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (see Note 9 for additional details).
12.
INCOME TAXES
The Company has been organized and operates in a manner that enables it to qualify, and believes it will continue to qualify, as a REIT for federal income tax purposes. The Company’s effective tax rate for the three and nine months ended September 30, 2019 differed from the effective tax rate for the same periods in 2018, primarily due to the full valuation allowance recorded on the net deferred tax assets at the end of 2018.

17


13.
NOTES PAYABLE AND TOTAL DEBT
At September 30, 2019 and December 31, 2018, notes payable and total debt consisted of the following (in millions):
 
 
 
 
 
 
Principal Outstanding
Debt
 
Interest Rate
(%)
 
Maturity
Date
 
September 30, 2019
 
December 31, 2018
Secured:
 
 
 
 
 
 
 
 
Kailua Town Center
 
(1)
 
2021
 
$
10.3

 
$
10.5

Kailua Town Center #2
 
3.15%
 
2021
 
4.7

 
4.7

Heavy equipment financing
 
(2)
 
2023
 
2.0

 
—

Laulani Village
 
3.93%
 
2024
 
62.0

 
62.0

Pearl Highlands
 
4.15%
 
2024
 
84.0

 
85.3

Manoa Marketplace
 
(3)
 
2029
 
59.8

 
60.0

Subtotal
 
 
 
 
 
$
222.8

 
$
222.5

Unsecured:
 
 
 
 
 
 
 
 
Term Loan 3
 
5.19%
 
2019
 
0.7

 
2.3

Term Loan 4
 
(4)
 
2019
 
—

 
9.4

Series D Note
 
6.90%
 
2020
 
16.2

 
32.5

Bank syndicated loan
 
(5)
 
2023
 
50.0

 
50.0

Series A Note
 
5.53%
 
2024
 
28.5

 
28.5

Series J Note
 
4.66%
 
2025
 
10.0

 
10.0

Series B Note
 
5.55%
 
2026
 
46.0

 
46.0

Series C Note
 
5.56%
 
2026
 
23.0

 
24.0

Series F Note
 
4.35%
 
2026
 
22.0

 
22.0

Series H Note
 
4.04%
 
2026
 
50.0

 
50.0

Series K Note
 
4.81%
 
2027
 
34.5

 
34.5

Series G Note
 
3.88%
 
2027
 
42.5

 
42.5

Series L Note
 
4.89%
 
2028
 
18.0

 
18.0

Series I Note
 
4.16%
 
2028
 
25.0

 
25.0

Term Loan 5
 
4.30%
 
2029
 
25.0

 
25.0

Subtotal
 
 
 
 
 
$
391.4

 
$
419.7

Revolving Credit Facilities:
 
 
 
 
 
 
 
 
GLP Asphalt revolving credit facility
 
(6)
 
2020
 
0.5

 
0.4

Revolving credit facility
 
(7)
 
2022
 
118.4

 
136.6

Subtotal
 
 
 
 
 
$
118.9

 
$
137.0

Total debt (contractual)
 
 
 
 
 
$
733.1

 
$
779.2

Unamortized debt premium (discount)
 
 
 
 
 
(0.1
)
 
(0.2
)
Unamortized debt issuance costs
 
 
 
 
 
(0.6
)
 
(0.9
)
Total debt (carrying value)
 
 
 
 
 
$
732.4

 
$
778.1

(1) Loan has a stated interest rate of LIBOR plus 1.50%, but is swapped through maturity to a 5.95% fixed rate.
(2) Loans have a stated rate ranging from 4.08% to 5.00%
(3) Loan has a stated interest rate of LIBOR plus 1.35%, but is swapped through maturity to a 3.14% fixed rate.
(4) Loan has a stated interest rate of LIBOR plus 2.00%, and is secured by a letter of credit.
(5) Loan has a stated interest rate of LIBOR plus 1.60%, based on pricing grid.
(6) Loan has a stated interest rate of LIBOR plus 1.25%.
(7) Loan has a stated interest rate of LIBOR plus 1.65%, based on pricing grid.

The Company believes that funds generated from results of operations, available cash and cash equivalents, and available borrowings under credit facilities will be sufficient to satisfy any maturities of debt due in the next twelve months.
Interest costs are capitalized for certain development and redevelopment projects that have not yet been placed into service. Capitalization of interest commences when development activities and expenditures begin and end upon completion, which is when the asset is ready for its intended use. Capitalized interest costs related to development activities were $0.8 million for the nine months ended September 30, 2019. There were $0.4 million of capitalized interest costs for the nine months ended September 30, 2018.

18


14.    INVESTMENTS IN AFFILIATES
The Company's investments in affiliates principally consist of equity investments in limited liability companies in which the Company has the ability to exercise significant influence over the operating and financial policies of these investments. Accordingly, the Company accounts for its investments using the equity method of accounting.
Operating results include the Company's proportionate share of net income (loss) from its equity method investments. Summarized financial information of entities accounted for by the equity method on a combined basis for the three and nine months ended September 30, 2019 and 2018 is as follows (in millions):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues
 
$
44.7

 
$
78.0

 
$
143.1

 
$
202.6

Operating costs and expenses
 
35.6

 
64.8

 
127.6

 
172.5

Gross Profit (Loss)
 
$
9.1

 
$
13.2

 
$
15.5

 
$
30.1

Income (Loss) from Continuing Operations1
 
$
5.5

 
$
9.9

 
$
6.6

 
$
14.3

Net Income (Loss)1
 
$
5.4

 
$
9.8

 
$
6.4

 
$
14.0

1 Includes earnings from equity method investments held by the investee.

15.    DERIVATIVE INSTRUMENTS
The Company is exposed to interest rate risk related to its variable rate interest debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed and variable rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk.
Cash Flow Hedges of Interest Rate Risk
As of September 30, 2019, the Company has one interest rate swap agreement designated as a cash flow hedge whose key terms are as follows (dollars in millions):
Effective
Maturity
Fixed Interest
 
Notional Amount at
 
Fair Value at
Date
Date
Rate
 
September 30, 2019
 
September 30, 2019
 
December 31, 2018
4/7/2016
8/1/2029
3.14%
 
$
60.0

 
$
(1.7
)
 
$
3.9


The liability related to the interest rate swap as of September 30, 2019 is presented within Accrued and other liabilities in the condensed consolidated balance sheet. The asset related to the interest swap at December 31, 2018 was presented within Prepaid expenses and other assets. The changes in fair value of the cash flow hedge are recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense as interest is incurred on the related-variable rate debt.
Non-designated Hedges
As of September 30, 2019, the Company has one interest rate swap that has not been designated as a cash flow hedge whose key terms are as follows (dollars in millions):
Effective
Maturity
Fixed Interest
 
Notional Amount at
 
Fair Value at
Classification on
Date
Date
Rate
 
September 30, 2019
 
September 30, 2019
 
December 31, 2018
Balance Sheet
1/1/2014
9/1/2021
5.95%
 
$
10.3

 
$
(0.6
)
 
$
(0.5
)
Accrued and other liabilities


19


The following table represents the pre-tax effect of the derivative instruments in the Company's condensed consolidated statement of comprehensive income (loss) (in millions):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Derivatives in Designated Cash Flow Hedging Relationships:
 

 

 
 
 
 
Amount of gain (loss) recognized in OCI on derivatives
 
$
(2.0
)
 
$
0.6

 
$
(5.5
)
 
$
3.0

Impact of reclassification adjustment to interest expense included in Net Income (Loss)
 
$
0.2

 
$
—

 
$
(0.1
)
 
$
—


The Company records gains or losses related to interest rate swaps that have not been designated as cash flow hedges in Interest and other income in its condensed consolidated statements of operations, and the amounts were immaterial during the three and nine months ended September 30, 2019 and 2018.
The Company measures all of its interest rate swaps at fair value. The fair values of the Company's interest rate swaps (Level 2) are based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs.
16.    SEGMENT RESULTS
Operating segment information for the three and nine months ended September 30, 2019 and 2018 is summarized below (in millions):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,

 
2019
 
2018
 
2019
 
2018
Operating Revenue:
 
 
 
 
 
 
 
 
Commercial Real Estate
 
$
42.7

 
$
35.9

 
$
118.6

 
$
104.9

Land Operations
 
8.5

 
24.0

 
82.4

 
72.6

Materials & Construction
 
37.9

 
59.5

 
126.6

 
167.3

Total operating revenue
 
89.1

 
119.4

 
327.6

 
344.8

Operating Profit (Loss):
 
 
 
 
 
 
 
 
Commercial Real Estate1
 
18.0

 
15.9

 
50.6

 
45.0

Land Operations2
 
2.8

 
13.1

 
15.9

 
9.3

Materials & Construction
 
(57.9
)
 
3.4

 
(66.7
)
 
7.2

Total operating profit (loss)
 
(37.1
)
 
32.4

 
(0.2
)
 
61.5

Gain (loss) on the sale of commercial real estate properties
 
—

 
—

 
—

 
49.8

Interest expense
 
(8.2
)
 
(9.1
)
 
(25.4
)
 
(26.4
)
General corporate expenses
 
(5.5
)
 
(6.5
)
 
(18.1
)
 
(20.5
)
Income (Loss) from Continuing Operations Before Income Taxes
 
$
(50.8
)
 
$
16.8


$
(43.7
)

$
64.4


1 Commercial Real Estate segment operating profit (loss) includes intersegment operating revenue, primarily from the Materials & Construction segment, and is eliminated in the condensed consolidated results of operations.
2 Land Operations segment operating profit (loss) includes equity in earnings (losses) from the Company's various real estate joint ventures and non-cash reductions related to the Company's solar tax equity investments.
Segment balance sheet information as of September 30, 2019 and December 31, 2018 is summarized below (in millions):
 
 
September 30, 2019
 
December 31, 2018
Identifiable Assets:
 
 
 
 
Commercial Real Estate
 
$
1,539.2

 
$
1,530.4

Land Operations
 
300.9

 
350.0

Materials & Construction
 
259.0

 
297.1

Other
 
22.6

 
47.7

Total assets
 
$
2,121.7

 
$
2,225.2



20


17.    REVENUE AND CONTRACT BALANCES
The Company disaggregates revenue from contracts with customers by revenue type as the Company believes it best depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
     Commercial Real Estate
 
$
42.7

 
$
35.9

 
$
118.6

 
$
104.9

     Land Operations:
 
 
 
 
 
 
 
 
Development sales revenue
 
0.8

 
9.0

 
31.2

 
42.8

Unimproved/other property sales revenue
 
1.5

 
9.1

 
32.4

 
11.5

Other operating revenue
 
6.2

 
5.9

 
18.8

 
18.3

Land Operations
 
8.5

 
24.0

 
82.4

 
72.6

     Materials & Construction
 
37.9

 
59.5

 
126.6

 
167.3

Total revenues
 
$
89.1

 
$
119.4

 
$
327.6

 
$
344.8


The total amount of contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations was $86.6 million as of September 30, 2019. The Company expects to recognize as revenue approximately 30% - 35% of the remaining contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations in 2019, with the remaining recognized thereafter.
Certain construction contracts include retainage provisions that are included in Accounts receivable and retention, net in the condensed consolidated balance sheets. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the owners.
Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts but have a conditional right for billing and payment such as achievement of milestones or completion of the project. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced. Costs and estimated earnings in excess of billings are presented within Prepaid expenses and other assets in the condensed consolidated balance sheets.
Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. Billings in excess of costs and estimated earnings are presented within Accrued and other liabilities in the condensed consolidated balance sheets.
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:
(in millions)
September 30, 2019
 
January 1,
2019
Accounts receivable, net
$
58.2

 
$
49.6

Contracts retention
$
9.6

 
$
11.6

Costs and estimated earnings in excess of billings on uncompleted contracts
$
9.5

 
$
9.2

Billings in excess of costs and estimated earnings on uncompleted contracts
$
9.7

 
$
5.9

Variable consideration
$
62.0

 
$
62.0

Deferred revenue
$
6.4

 
$
1.2


For the nine months ended September 30, 2019, the Company recognized revenue of $4.6 million related to the Company's contract liabilities reported as of January 1, 2019.
18.    LEASES
The Company as Lessee: Principal non-cancelable operating leases include land, office space, harbors and equipment leased for periods that expire through 2031. Management expects that in the normal course of business, most operating leases will be renewed or replaced by other similar leases. The Company has equipment under finance leases with periods that expire through

21


2023. ROU assets and lease liabilities related to these finance leases are presented within Other property, net and Notes payable and other debt, respectively, in the condensed consolidated balance sheets.
Lease expense for operating leases that provide for future escalations are accounted for on a straight-line basis. For the three and nine months ended September 30, 2019, lease expense under operating and finance leases was as follows (in millions):
 
 
Three Months Ended
Nine Months Ended
 
 
September 30, 2019
Operating lease cost
 
$
1.9

$
5.2

Finance lease cost:
 
 
 
Amortization of right-of-use assets
 
0.2

0.4

Interest on lease liabilities
 
0.1

0.1

Total lease cost
 
$
2.2

$
5.7


Supplemental balance sheet information related to operating and finance leases as of September 30, 2019 was as follows:
Weighted-average remaining lease term (years) - operating leases
 
9.3

Weighted-average remaining lease term (years) - finance leases
 
2.7

Weighted-average discount rate - operating leases
 
4.4
%
Weighted-average discount rate - finance leases
 
4.5
%

Supplemental cash flow information related to operating and finance leases for the nine months ended September 30, 2019 was as follows (in millions):
 
 
Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash outflows from operating leases
 
$
4.4

Operating cash outflows from financing leases
 
$
0.1

Financing cash flows from finance leases
 
$
0.4


Future lease payments under non-cancelable operating and finance leases as of September 30, 2019 were as follows (in millions):
 
 
September 30, 2019
 
 
Operating Leases
 
Finance Leases
2019
 
$
1.3

 
$
0.2

2020
 
5.2

 
0.8

2021
 
5.1

 
0.7

2022
 
5.0

 
0.3

2023
 
3.9

 
0.1

2024
 
2.2

 
—

Thereafter
 
8.4

 
—

Total lease payments
 
$
31.1

 
$
2.1

Less: Interest
 
(8.1
)
 
(0.1
)
Total lease liabilities
 
$
23.0

 
$
2.0



22


Future lease payments under non-cancelable operating leases as of December 31, 2018 were as follows (in millions):
 
 
December 31, 2018
2019
 
$
5.5

2020
 
5.4

2021
 
5.3

2022
 
5.3

2023
 
4.5

Thereafter
 
13.9

 
 
$
39.9


The Company as Lessor: The Company leases land and buildings to third parties under operating leases. The historical cost of, and accumulated depreciation on, leased property as of September 30, 2019 and December 31, 2018 were as follows (in millions):
 
 
September 30, 2019
 
December 31, 2018
Leased property - real estate
 
$
1,501.2

 
$
1,263.0

Less: Accumulated depreciation
 
(115.2
)
 
(104.4
)
Property under operating leases, net
 
$
1,386.0

 
$
1,158.6


Total rental income under these operating leases were as follows (in millions):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2019
Lease payments
 
$
54.0

 
$
80.4

Variable lease payments
 
2.5

 
3.6

Total
 
$
56.5

 
$
84.0


Future lease payments to be received on non-cancelable operating leases as of September 30, 2019 were as follows (in millions):
 
 
September 30, 2019
2019
 
$
32.3

2020
 
115.0

2021
 
102.1

2022
 
90.0

2023
 
79.9

2024
 
68.0

Thereafter
 
485.6

Total lease receivables
 
$
972.9



23


Future lease payments to be received on non-cancelable operating leases as of December 31, 2018 were as follows (in millions):
 
 
December 31, 2018
2019
 
$
97.6

2020
 
96.2

2021
 
78.2

2022
 
69.3

2023
 
59.9

Thereafter
 
407.8

 
 
$
809.0


The Company's leases have remaining lease terms of 1 year to 45 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.
19.    GOODWILL IMPAIRMENT
The Company's goodwill balance as of December 31, 2018 and September 30, 2019 was $65.1 million and $15.4 million, respectively, and is attributable to the M&C and CRE segments. The goodwill related to the M&C segment was assigned to three reporting units: GPC (primarily consisting of the Grace Pacific’s quarry, paving, and liquid asphalt operations), GPRS (primarily consisting of Grace Pacific’s roadway and maintenance solutions operations) and GPRM (primarily consisting of Grace Pacific’s prestressed and precast concrete operations).
During the quarter ended September 30, 2019, the Company was required to perform an interim impairment test for the goodwill in each of its three M&C reporting units due to the continued decline in M&C sales and margins in 2019, which resulted from continued, adverse market conditions.
The Company's goodwill and impairment test estimated the fair value of the M&C reporting units using various methodologies, including a market approach that involves the application of market-derived multiples and an income approach that was based on a discounted cash flow analysis. The Company classified these fair value measurements as Level 3. Under the market multiple methodology, the estimate of fair value is based on market multiples of EBITDA (earnings before interest, taxes, depreciation and amortization) or revenues. The discounted cash flow approach relies on a number of assumptions, including future macroeconomic conditions, market factors specific to the reporting unit, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, and a discount rate that considers the risks related to the amount and timing of the cash flows, among others. The weighted average discount rate used in the discounted cash flow approach of the valuation was 12.7%.
Changes in the carrying amount of goodwill allocated to the Company's reportable segments for the nine months ended September 30, 2019 consisted of the following (in millions):
 
Materials & Construction
 
Commercial Real Estate
 
Total
Balance, January 1, 2019
$
56.4

 
$
8.7

 
$
65.1

Goodwill Impairment
(49.7
)
 
—

 
(49.7
)
Balance, September 30, 2019
$
6.7

 
$
8.7

 
$
15.4


20.    SUBSEQUENT EVENTS
On October 22, 2019, the Company's Board of Directors declared a cash dividend of $0.19 per share of outstanding common stock, payable on December 5, 2019 to shareholders of record as of the close of business on November 12, 2019.

24


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 should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in Item 1 of this Form 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission ("SEC").
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q 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 statements. These forward-looking statements include, but are not limited to, statements regarding possible or assumed future results of operations, business strategies, growth opportunities and competitive positions. Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and other factors related to the Company's REIT status and the Company's business, as well as the evaluation of alternatives by the Company related to its materials and construction business and by the Company's joint venture related to the development of Kukui‘ula, generally discussed in the Company's most recent Form 10-K, Form 10-Q and other filings with the SEC. The information in this Form 10-Q should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company's forward-looking statements.
INTRODUCTION
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is a supplement to the accompanying condensed consolidated financial statements and provides additional information about A&B's business, recent developments, financial condition, liquidity and capital resources, cash flows, results of operations and how certain accounting principles, policies and estimates affect A&B’s financial statements. MD&A is organized as follows:
•
Business Overview: This section provides a general description of A&B's business, as well as recent developments that A&B believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
•
Consolidated Results of Operations: This section provides an analysis of A&B's consolidated results of operations for the three and nine months ended September 30, 2019.
•
Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of A&B's results of operations by business segment.
•
Liquidity and Capital Resources: This section provides a discussion of A&B's financial condition and an analysis of A&B’s cash flows for the nine months ended September 30, 2019 and 2018, as well as a discussion of A&B's ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.
•
Critical Accounting Estimates: This section identifies and summarizes those accounting policies that significantly impact A&B's reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.
•
Rounding: Amounts in the MD&A are rounded to the nearest tenth of a million. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.
BUSINESS OVERVIEW
A&B, whose history dates back to 1870, is a REIT headquartered in Honolulu, Hawai'i and operates through three reportable segments: Commercial Real Estate; Land Operations; and Materials & Construction.

25


Commercial Real Estate
Commercial Real Estate ("CRE"): includes leasing, property management, redevelopment and development-for-hold activities. Significant assets include improved commercial real estate and urban ground leases. Income from this segment is principally generated by leasing and operating real estate assets.
Land Operations
Land Operations: involves the management and optimization of A&B's land and related assets primarily through the following activities: developing land for sale; leasing agricultural land; and renewable energy. Primary assets include landholdings, renewable energy assets (investments in hydroelectric and solar facilities and power purchase agreements) and development-for-sale projects and investments. Financial results from this segment are principally derived from renewable energy operations, income/loss from real estate joint ventures, real estate development sales and fees, and land parcel sales.
Materials & Construction
Materials & Construction ("M&C"): performs asphalt paving as prime contractor and subcontractor; imports and sells liquid asphalt; mines, processes and sells basalt aggregate; produces and sells asphaltic concrete; provides and sells various construction- and traffic-control-related products and services; and manufactures and sells precast concrete products. Assets include two grade-A (prime) rock quarries, a liquid asphalt storage terminal, hot mix asphalt plants, and quarry and paving equipment. Income is generated principally by materials supply and paving construction.
As a result of its conversion to a REIT and consequent de-emphasis of non-REIT operating businesses, the Company is evaluating strategic options for the eventual monetization of some or all of its Materials & Construction businesses.

26


CONSOLIDATED RESULTS OF OPERATIONS
The following analysis of the consolidated financial condition and results of operations of Alexander & Baldwin, Inc. and its subsidiaries should be read in conjunction with the condensed consolidated financial statements and related notes thereto. Amounts in this narrative are rounded to millions, but per-share calculations and percentages were calculated based on thousands. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different than the amounts included herein. The financial information included in the following table and narrative reflects the presentation of the Company's former sugar operations as discontinued operations for all periods presented.
Consolidated - Third quarter of 2019 compared with 2018
 
Three Months Ended September 30,
 
 
 
 
(dollars in millions, except per share amounts, unaudited)
2019
 
2018
 
$ Change
 
Change
Operating revenue
$
89.1

 
$
119.4

 
$
(30.3
)
 
(25.4
)%
Cost of operations
(71.7
)
 
(87.1
)
 
15.4

 
17.7
 %
Selling, general and administrative
(13.3
)
 
(14.6
)
 
1.3

 
8.9
 %
Goodwill impairment
(49.7
)
 
—

 
(49.7
)
 
—
 %
Operating income (loss)
(45.6
)
 
17.7

 
(63.3
)
 
NM

Income (loss) related to joint ventures
2.4

 
4.5

 
(2.1
)
 
(46.7
)%
Interest and other income (expense), net
0.6

 
3.7

 
(3.1
)
 
(83.8
)%
Interest expense
(8.2
)
 
(9.1
)
 
0.9

 
9.9
 %
Income tax benefit (expense)
—

 
(1.0
)
 
1.0

 
100.0
 %
Income (loss) from continuing operations
(50.8
)
 
15.8

 
(66.6
)
 
NM

Discontinued operations (net of income taxes)
(0.1
)
 
(0.2
)
 
0.1

 
50.0
 %
Net income (loss)
(50.9
)
 
15.6

 
(66.5
)
 
NM

(Income) loss attributable to noncontrolling interest
1.1

 
(0.8
)
 
1.9

 
NM

Net income (loss) attributable to A&B
$
(49.8
)
 
$
14.8

 
$
(64.6
)
 
NM

 
 
 
 
 
 
 
 
Basic earnings (loss) per share - continuing operations
$
(0.69
)
 
$
0.21

 
(0.90
)
 
NM

Basic earnings (loss) per share - discontinued operations
—

 
—

 
—

 
—
 %
Net income (loss) available to A&B shareholders
$
(0.69
)
 
$
0.21

 
(0.90
)
 
NM

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share - continuing operations
$
(0.69
)
 
$
0.20

 
(0.89
)
 
NM

Diluted earnings (loss) per share - discontinued operations
—

 
—

 
—

 
—
 %
Net income (loss) available to A&B shareholders
$
(0.69
)
 
$
0.20

 
(0.89
)
 
NM

Operating revenue for the third quarter ended September 30, 2019 decreased 25.4%, or $30.3 million, to $89.1 million, primarily due to lower revenue from each of the Land Operations and Materials & Construction segment partially offset by higher revenue from the Commercial Real Estate segment. The reasons for business and segment-specific fluctuations in revenue are further described below in the Analysis of Operating Revenue and Profit by Segment.
Cost of operations for the third quarter ended September 30, 2019 decreased 17.7%, or $15.4 million, to $71.7 million, primarily due to decreases in costs incurred by each of the Materials & Construction and Land Operations segments partially offset by an increase in costs incurred by the Commercial Real Estate segment. The reasons for the cost of operations changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.
Selling, general and administrative for the third quarter ended September 30, 2019 decreased 8.9%, or $1.3 million, to $13.3 million, primarily due to lower costs incurred in the Materials & Construction segment and at Corporate, partially offset by higher costs of the Commercial Real Estate segment. Corporate expenses decreased primarily due to lower management consulting expenses in the current quarter as compared to those incurred in the third quarter of 2018. The reasons for business and segment-specific fluctuations in selling, general and administrative expenses are further described below in the Analysis of Operating Revenue and Profit by Segment.

27


Goodwill impairment for the third quarter ended September 30, 2019 was $49.7 million due to asset impairments incurred in the Materials & Construction segment. There were no asset impairments incurred during the third quarter ended September 30, 2018. The reasons for business and segment specific asset impairments are further described in the Analysis of Operating Revenue and Profit by Segment.
Income (loss) related to joint ventures for the third quarter ended September 30, 2019 decreased $2.1 million, to $2.4 million, due primarily to lower income related to real estate development joint ventures, as compared to the third quarter ended September 30, 2018. Additional discussion of business and segment-specific fluctuations related to income (loss) related to joint ventures is further described in the Analysis of Operating Revenue and Profit by Segment.
Interest and other income (expense), net was a net income of $0.6 million in the third quarter ended September 30, 2019 compared to a net income of $3.7 million in the third quarter ended September 30, 2018. Other income for the third quarter ended September 30, 2018 included a gain of $4.2 million related to the sale of the Company's joint venture interest in the Ka Milo real estate development-for-sale.
Interest expense for the third quarter ended September 30, 2019 decreased $0.9 million, to $8.2 million, due to lower average debt levels during the period.
Discontinued operations (net of income taxes) was a net expense of $0.1 million in the third quarter ended September 30, 2019 compared to a net expense of $0.2 million in the third quarter ended September 30, 2018.
(Income) Loss attributable to noncontrolling interest during the third quarter ended September 30, 2019 was a loss of $1.1 million compared to income of $0.8 million during the third quarter ended September 30, 2018. The noncontrolling interest represents third-party noncontrolling interests in two entities consolidated within the Materials & Construction segment, and in which Grace Pacific owns a 70 percent and 51 percent share in each. The loss in the third quarter ended September 30, 2019 was primarily driven by asset impairments incurred in the Materials & Construction segment in the reporting units which involve the noncontrolling interest.

28


Consolidated - First nine months of 2019 compared with 2018
 
Nine Months Ended September 30,
 
 
 
 
(dollars in millions, except per share amounts, unaudited)
2019
 
2018
 
$ Change
 
Change
Operating revenue
$
327.6

 
$
344.8

 
$
(17.2
)
 
(5.0
)%
Cost of operations
(260.0
)
 
(267.5
)
 
7.5

 
2.8
 %
Selling, general and administrative
(45.1
)
 
(44.7
)
 
(0.4
)
 
(0.9
)%
Goodwill impairment
(49.7
)
 
—

 
(49.7
)
 
—
 %
Gain (loss) on the sale of commercial real estate properties
—

 
49.8

 
(49.8
)
 
(100.0
)%
Operating income (loss)
(27.2
)
 
82.4

 
(109.6
)
 
NM

Income (loss) related to joint ventures
6.1

 
6.3

 
(0.2
)
 
(3.2
)%
Interest and other income (expense), net
2.8

 
2.1

 
0.7

 
33.3
 %
Interest expense
(25.4
)
 
(26.4
)
 
1.0

 
3.8
 %
Income tax benefit (expense)
1.1

 
1.8

 
(0.7
)
 
(38.9
)%
Income (loss) from continuing operations
(42.6
)
 
66.2

 
(108.8
)
 
NM

Discontinued operations (net of income taxes)
(0.8
)
 
(0.2
)
 
(0.6
)
 
3X

Net income (loss)
(43.4
)
 
66.0

 
(109.4
)
 
NM

(Income) loss attributable to noncontrolling interest
1.8

 
(1.4
)
 
3.2

 
NM

Net income (loss) attributable to A&B
$
(41.6
)
 
$
64.6

 
$
(106.2
)
 
NM

 
 
 
 
 
 
 
 
Basic earnings (loss) per share - continuing operations
$
(0.57
)
 
$
0.92

 
(1.49
)
 
(162.0
)%
Basic earnings (loss) per share - discontinued operations
(0.01
)
 
—

 
(0.01
)
 
—
 %
Net income (loss) available to A&B shareholders
$
(0.58
)
 
$
0.92

 
(1.50
)
 
(163.0
)%
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share - continuing operations
$
(0.57
)
 
$
0.89

 
(1.46
)
 
(164.0
)%
Diluted earnings (loss) per share - discontinued operations
(0.01
)
 
—

 
(0.01
)
 
—
 %
Net income (loss) available to A&B shareholders
$
(0.58
)
 
$
0.89

 
(1.47
)
 
(165.2
)%
Operating revenue for the nine months ended September 30, 2019 decreased 5.0%, or $17.2 million, to $327.6 million, primarily due to lower revenue from the Materials & Construction segment partially offset by higher revenue from each of the Commercial Real Estate and Land Operations segments. The reasons for business and segment-specific fluctuations in revenue are further described below in the Analysis of Operating Revenue and Profit by Segment.
Cost of operations for the nine months ended September 30, 2019 decreased 2.8%, or $7.5 million, to $260.0 million, primarily due to a decrease in costs by the Materials & Construction segment partially offset by an increase in costs incurred by the Commercial Real Estate segment. The reasons for the cost of operations changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment.
Selling, general and administrative for the nine months ended September 30, 2019 increased 0.9%, or $0.4 million, to $45.1 million, primarily due to an increase in each of the Commercial Real Estate and Materials & Construction segments. The reasons for business and segment-specific fluctuations in selling, general and administrative expenses are further described below in the Analysis of Operating Revenue and Profit by Segment.
Goodwill impairment for the nine months ended September 30, 2019 was $49.7 million due to asset impairments incurred in the Materials & Construction segment. There were no asset impairments incurred during the nine months ended September 30, 2018. The reasons for business and segment specific asset impairments are further described in the Analysis of Operating Revenue and Profit by Segment.
Gain (loss) on the sale of commercial real estate properties during the nine months ended September 30, 2018 was $49.8 million due to the aggregate gain realized on the sales of six mainland properties (Concorde Commerce Center, Deer Valley Financial Center, 1800 and 1820 Preston Park, Little Cottonwood Center, Royal MacArthur Center, and Sparks Business Center) and three Hawai‘i assets (Stangenwald Building, Judd Building and land underlying a ground lease). There were no sales of commercial real estate assets during the nine months ended September 30, 2019.

29


Interest and other income (expense), net was a net income of $2.8 million in the nine months ended September 30, 2019 compared to a net income of $2.1 million in the nine months ended September 30, 2018. The change from the prior year was primarily due to higher interest income on the Company's notes receivable, partially offset by an increase in pension expense.
Interest expense for the nine months ended September 30, 2019 decreased $1.0 to $25.4 million, due to lower average debt levels during the period.
Income tax benefit (expense) was a benefit of $1.1 million during the nine months ended September 30, 2019 primarily due to a tax benefit related to interest income on IRS income tax refunds. Income tax benefit (expense) was a benefit of $1.8 million during the nine months ended September 30, 2018, due to a taxable loss incurred in the operations of the Company's taxable REIT subsidiary.
Discontinued operations (net of income taxes) was a net expense of $0.8 million during the nine months ended September 30, 2019 and was not significant during the nine months ended September 30, 2018.
(Income) Loss attributable to noncontrolling interest during the nine months ended September 30, 2019 was a loss of $1.8 million as compared to income of $1.4 million during the nine months ended September 30, 2018. The noncontrolling interest represents third-party noncontrolling interests in two entities consolidated within the Materials & Construction segment, and in which Grace Pacific owns a 70 percent and 51 percent share in each. The loss in the nine months ended September 30, 2019 was primarily driven by asset impairments incurred in the Materials & Construction segment in the reporting units which involve the noncontrolling interest.
ANALYSIS OF OPERATING REVENUE AND PROFIT BY SEGMENT
Commercial Real Estate - Third quarter of 2019 compared with 2018
 
Three Months Ended September 30,
 
 
 
 
(dollars in millions, unaudited)
2019
 
2018
 
$ Change
 
Change
Commercial Real Estate operating revenue
$
42.7

 
$
35.9

 
$
6.8

 
18.9
 %
Commercial Real Estate operating costs and expenses
(23.8
)
 
(19.2
)
 
(4.6
)
 
(24.0
)%
Selling, general and administrative
(2.3
)
 
(1.4
)
 
(0.9
)
 
(64.3
)%
Intersegment operating revenue, net1
0.7

 
0.6

 
0.1

 
16.7
 %
Other income/(expense), net
0.7

 
—

 
0.7

 
—
 %
Commercial Real Estate operating profit (loss)
$
18.0

 
$
15.9

 
$
2.1

 
13.2
 %
Operating profit (loss) margin
42.2
%
 
44.3
%
 
 
 
 
 
 
 
 
 
 
 
 
Cash Net Operating Income ("Cash NOI")2
 
 
 
 
 
 
 
   Hawai‘i
$
27.2

 
$
22.0

 
 
 
 
   Mainland
—

 
—

 
 
 
 
Total
$
27.2

 
$
22.0

 
 
 
 
 
 
 
 
 
 
 
 
Same-Store Cash Net Operating Income ("Same-Store Cash NOI")2
$
19.3

 
$
18.9

 
 
 
 
Gross Leasable Area ("GLA") (million sq. ft.) - Improved (end of period)
3.9

 
3.4

 
 
 
 
Ground leases (acres at end of period)
154

 
109

 
 
 
 
1 Intersegment operating revenue, net for Commercial Real Estate is primarily from the Materials & Construction segment and is eliminated in the consolidated results of operations.
2 Refer to page 33 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
Commercial Real Estate operating revenue increased 18.9%, or $6.8 million, to $42.7 million for the third quarter ended September 30, 2019, as compared to the third quarter ended September 30, 2018. Operating profit increased 13.2%, or $2.1 million, to $18.0 million for the third quarter ended September 30, 2019, as compared to the third quarter ended September 30, 2018. The variance in operating profit from the prior year is due primarily to the impact of acquired properties/development/redevelopment projects commencing operations and new tenant leases, as well as an increase in same-store rents.

30


Acquired properties contributing to the increase in operating profit in the third quarter of 2019 compared with 2018 include (i) current year retail portfolio acquisitions of Queens' Marketplace on the island of Hawai‘i in May 2019 and Waipouli Town Center on Kauai in May 2019, (ii) current year acquisitions of ground lease interests in the land under the Home Depot warehouse store in the Iwilei submarket of Honolulu in March 2019 and land in Kapolei Business Park West commonly known as the Honolulu Authority of Rapid Transportation (HART) precast yard in April 2019, and (iii) current/prior year industrial acquisitions of three Class-A warehouse buildings in Kapolei on Oahu in April 2019/December 2018.
Redevelopment/new development projects impacting current year operating profit due to the commencement of operations include Lau Hala Shops in Kailua on Oahu (commenced operations in the fourth quarter of 2018) and Ho‘okele Shopping Center on Maui (commenced operations in the third quarter of 2019).
Growth in same-store rents in the third quarter of 2019 compared with 2018 was primarily driven by Pearl Highlands Center and Kailua Retail on Oahu resulting from higher occupancy and strong comparable leasing spreads, respectively.
The increase in operating profit from these drivers was partially offset by higher general and administrative expense related to growth in the overall segment portfolio driven, in part, by an increase in personnel-related costs in the segment operations to support such growth.
"Same-store" refers to properties that were owned and operated for the entirety of the prior calendar year. The same-store pool excludes properties under development or redevelopment, properties held for sale and also excludes properties acquired or sold during the comparable reporting periods, including stabilized properties. New developments and redevelopments are moved into the same-store pool upon one full calendar year of stabilized operation. New developments and redevelopments are generally considered stabilized upon the initial attainment of 90% occupancy.
Occupancy represents the percentage of square footage leased and commenced to gross leasable space at the end of the period reported. The Company's commercial portfolio's occupancy and same-store occupancy percentage summarized by property type as of September 30, 2019 and 2018 was as follows:
Occupancy
 
 
 
 
 
 
As of
 
As of
 
Percentage Point Change
 
September 30, 2019
 
September 30, 2018
 
Retail
94.9%
 
92.7%
 
2.2
Industrial
95.4%
 
90.2%
 
5.2
Office
92.6%
 
91.7%
 
0.9
Total
95.0%
 
91.9%
 
3.1
Same-Store Occupancy
 
 
 
 
 
As of
 
As of
 
Percentage Point Change
 
September 30, 2019
 
September 30, 2018
 
Retail
94.3%
 
92.7%
 
1.6
Industrial
94.2%
 
90.2%
 
4.0
Office
92.6%
 
91.7%
 
0.9
Total
94.2%
 
91.8%
 
2.4

31


GLA related to improved properties was 3.9 million square feet at September 30, 2019 and 3.5 million square feet at December 31, 2018. The fluctuation in GLA from December 31, 2018 was due primarily to the following current year asset acquisitions (excluding ground leases, which have no impact on GLA):
Acquisitions
Date
 
Property
 
GLA (SF)
5/19
 
Queens' Marketplace
 
135,000

5/19
 
Waipouli Town Center
 
56,500

4/19
 
Kapolei Enterprise Center
 
93,000

 
 
Total improved acquisitions
 
284,500

Commercial Real Estate - First nine months of 2019 compared with 2018
 
Nine Months Ended September 30,
 
 
 
 
(dollars in millions, unaudited)
2019
 
2018
 
$ Change
 
Change
Commercial Real Estate operating revenue
$
118.6

 
$
104.9

 
$
13.7

 
13.1
 %
Commercial Real Estate operating costs and expenses
(64.3
)
 
(57.0
)
 
7.3

 
(12.8
)%
Selling, general and administrative
(7.8
)
 
(4.7
)
 
(3.1
)
 
(66.0
)%
Intersegment operating revenue, net1
1.9

 
1.9

 
—

 
—
 %
Other income/(expense), net
2.2

 
(0.1
)
 
2.3

 
NM

Commercial Real Estate operating profit (loss)
$
50.6

 
$
45.0

 
$
5.6

 
12.4
 %
Operating profit (loss) margin
42.7
%
 
42.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Cash Net Operating Income ("Cash NOI")2
 
 
 
 
 
 
 
   Hawai‘i
$
76.8

 
$
63.1

 
 
 
 
   Mainland
—

 
1.5

 
 
 
 
Total
$
76.8

 
$
64.6

 
 
 
 
 
 
 
 
 
 
 
 
Same-Store Cash Net Operating Income ("Same-Store Cash NOI")2
$
59.2

 
$
56.2

 
 
 
 
1 Intersegment operating revenue, net for Commercial Real Estate is primarily from the Materials & Construction segment and is eliminated in the condensed consolidated results of operations.
2 Refer to page 33 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
Commercial Real Estate operating revenue increased 13.1%, or $13.7 million, to $118.6 million for the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. Operating profit increased 12.4%, or $5.6 million, to $50.6 million for the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. The variance in operating profit from the prior year is due primarily to the impact of acquired properties/development/redevelopment projects commencing operations and new tenant leases, as well as an increase in same-store rents.
Acquired properties contributing to the increase in operating profit in the first nine months of 2019 compared with 2018 include (i) current year retail portfolio acquisitions of Queens' Marketplace on the island of Hawai‘i in May 2019 and Waipouli Town Center on Kauai in May 2019, as well as the continued stabilization of February 2018 acquisitions of three Hawai‘i retail centers (Pu‘unene Shopping Center, Laulani Village Shopping Center, and Hokulei Village Shopping Center), (ii) current year acquisitions of ground lease interests in the land under the Home Depot warehouse store in the Iwilei submarket of Honolulu in March 2019 and land in Kapolei Business Park West commonly known as the Honolulu Authority of Rapid Transportation (HART) precast yard in April 2019, and (iii) current/prior year industrial acquisitions of three Class-A warehouse buildings in Kapolei on Oahu in April 2019/December 2018.
Redevelopment/new development projects impacting the current year operating profit due to the commencement of operations include Lau Hala Shops in Kailua on Oahu (commenced operations in the fourth quarter of 2018) and Ho‘okele Shopping Center on Maui (commenced operations in the third quarter of 2019).

32


Growth in same-store rents in the first nine months of 2019 compared with 2018 was primarily driven by Pearl Highlands Center and Kailua Retail on Oahu resulting from higher occupancy and strong comparable leasing spreads, respectively.
The increase in operating profit from these drivers was partially offset by higher general and administrative expense related to growth in the overall segment portfolio driven, in part, by an increase in personnel-related costs in the segment operations to support such growth.
"Same-store" refers to properties that were owned and operated for the entirety of the prior calendar year. The same-store pool excludes properties under development or redevelopment, properties held for sale and also excludes properties acquired or sold during the comparable reporting periods, including stabilized properties. New developments and redevelopments are moved into the same-store pool upon one full calendar year of stabilized operation. New developments and redevelopments are generally considered stabilized upon the initial attainment of 90% occupancy.
Use of Non-GAAP Financial Measures
The Company uses non-GAAP measures when evaluating operating performance because management believes that they provide additional insight into the Company's and segments' core operating results, and/or the underlying business trends affecting performance on a consistent and comparable basis from period to period. These measures generally are provided to investors as an additional means of evaluating the performance of ongoing core operations.
Cash Net Operating Income ("Cash NOI") is a non-GAAP measure used internally in evaluating the unlevered performance of the Company's Commercial Real Estate portfolio. The Company believes Cash NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only those cash income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the Company's properties as this measure is not affected by non-cash revenue and expense recognition items, the impact of depreciation and amortization expenses or other gains or losses that relate to the Company's ownership of properties. The Company believes the exclusion of these items from operating profit (loss) is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the Company's Commercial Real Estate portfolio as well as trends in occupancy rates, rental rates, and operating costs. Cash NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
Cash NOI is calculated as total Commercial Real Estate operating revenues less direct property-related operating expenses. Cash NOI excludes straight-line lease adjustments, amortization of favorable/unfavorable leases, amortization of lease incentives, selling, general and administrative expenses, impairment of commercial real estate assets, lease termination income, other income and expense, net, and depreciation and amortization (including amortization of maintenance capital, tenant improvements and leasing commissions).
The Company's methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.

33


A reconciliation of Commercial Real Estate operating profit (loss) to Commercial Real Estate Cash NOI for the three and nine months ended September 30, 2019 and 2018 are as follows (in millions):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions, unaudited)
2019
 
2018
 
2019
 
2018
Commercial Real Estate Operating Profit (Loss)
$
18.0

 
$
15.9

 
$
50.6

 
$
45.0

Plus: Depreciation and amortization
9.8

 
7.2

 
26.3

 
20.5

Less: Straight-line lease adjustments
(1.9
)
 
(2.0
)
 
(4.6
)
 
(2.7
)
Less: Favorable/(unfavorable) lease amortization
(0.1
)
 
(0.4
)
 
(1.1
)
 
(1.4
)
Less: Termination income
(0.1
)
 
—

 
(0.1
)
 
(1.1
)
Plus: Other (income)/expense, net
(0.7
)
 
—

 
(2.2
)
 
0.1

Plus: Selling, general, administrative and other expenses
2.3

 
1.4

 
7.8

 
4.7

Less: Impact of adoption of ASU 2016-021
—

 
(0.2
)
 
—

 
(0.5
)
Commercial Real Estate Cash NOI
$
27.3

 
$
21.9

 
$
76.7

 
$
64.6

 1 Represents legal costs related to leasing activity that were previously capitalized when incurred and recognized as amortization expense over the term of the lease contract. Upon the Company's adoption of ASU 2016-02, Leases, on January 1, 2019, such legal costs are directly expensed as operating costs and are included in Cash NOI. For comparability purposes, Cash NOI for the 2018 periods presented have been adjusted to include legal fees in conformity with Cash NOI for the 2019 periods presented.
Land Operations - Third quarter of 2019 compared with 2018
The asset class mix of real estate sales in any given year or quarter can be diverse and may include developed residential real estate, developable subdivision lots, undeveloped land, or property sold under threat of condemnation. Further, the timing of property or parcel sales can significantly affect operating results in a given period.
Additionally, the operating profit reported in each quarter does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions. For example, the sale of undeveloped land and vacant parcels in Hawai‘i generally provides higher margins than does the sale of developed property, due to the low historical cost basis of the Company's land owned in Hawai‘i.
As a result, direct year-over-year comparison of the Land Operations segment results may not provide a consistent, measurable indicator of future performance. Further, Land Operations revenue trends, cash flows from the sales of real estate, and the amount of real estate held for sale on the Company's balance sheet do not necessarily indicate future profitability trends for this segment.
 
Three Months Ended September 30,
(in millions, unaudited)
2019

2018
Development sales revenue
$
0.8

 
$
9.0

Unimproved/other property sales revenue
1.5

 
9.1

Other operating revenue1
6.2

 
5.9

Total Land Operations operating revenue
8.5

 
24.0

Land Operations costs and operating expenses
(7.4
)
 
(19.3
)
Earnings (loss) from joint ventures
1.9

 
4.5

Interest and other income (expense), net
(0.2
)
 
3.9

Land Operations operating profit (loss)
$
2.8

 
$
13.1

1 Other operating revenue includes revenue related to trucking, renewable energy and diversified agriculture.
Third quarter of 2019: Land Operations revenue was $8.5 million and included the impact of sales of 0.5 acres at Maui Business Park II and a 1-acre unimproved parcel on the island of Kauai. Revenue also included other operating revenues related to the Company's trucking service, renewable energy, and diversified agribusiness operations.

34


Land Operations operating profit of $2.8 million during the third quarter ended September 30, 2019 was composed of the margins on the Maui Business Park II development lot and Kauai unimproved property, as well as income from the operations of the Company's trucking service and renewable energy businesses. The Land Operations segment results also included $0.2 million of other net expense primarily consisting of other pension expense.
Third quarter of 2018: Land Operations revenue was $24.0 million and included sales of 22 units at the Company's Kamalani project in Kihei, Maui, the sale of 313 acres to the State of Hawai‘i for the expansion of the Kahului airport on Maui, and trucking service, renewable energy, and diversified agribusiness operations.
The Land Operations segment incurred an operating profit of $13.1 million during the third quarter ended September 30, 2018 that primarily resulted from the Kahului airport expansion sale and earnings from the Company's real estate development-related joint ventures and investments. The Land Operations segment results also included $4.2 million of other net income primarily resulting from the sale of the Company's equity investment in a real estate development-related joint venture.
Land Operations - First nine months of 2019 compared with 2018
 
Nine Months Ended September 30,
(in millions, unaudited)
2019
 
2018
Development sales revenue
$
31.2

 
$
42.8

Unimproved/other property sales revenue
32.4

 
11.5

Other operating revenue1
18.8

 
18.3

Total Land Operations operating revenue
82.4

 
72.6

Land Operations costs and operating expenses
(72.6
)
 
(71.8
)
Earnings (loss) from joint ventures
5.3

 
6.0

Interest and other income (expense), net
0.8

 
2.5

Land Operations operating profit (loss)
$
15.9

 
$
9.3

1Other operating revenue includes revenue related to trucking, renewable energy and diversified agriculture.
First nine months of 2019: Land Operations revenue was $82.4 million and included the impact of the sales of 42 acres of land and related improvements in Wailea, the remaining 44 units in Increment 1 of the Kamalani planned community, two Kahala lots, approximately 800 acres of agricultural land on Maui, two Maui Business Park lots, and a 1-acre parcel on the island of Kauai. Revenue also included other operating revenues related to the Company's trucking service, renewable energy, and diversified agribusiness operations.
Operating profit for the nine months ended September 30, 2019 of $15.9 million was primarily driven by the sales of land and related improvements mentioned above and also included real estate development joint venture earnings of $5.3 million, a gain of $2.6 million related to the sale of 50% interest in EMI, and $2.2 million in pension related expenses.
First nine months of 2018: Land Operations revenue was $72.6 million and included sales of 68 units for the Company's Kamalani project in Kihei, Maui, the sale of one Kahala Avenue parcel, the sale of 313 acres to the State of Hawai‘i for the expansion of the Kahului airport on Maui, and trucking service and power sales revenues. The Land Operations segment incurred an operating profit of $9.3 million during the nine months ended September 30, 2018 that primarily resulted from the Kahului airport expansion sale and earnings from the Company's real estate development-related joint ventures and investments. The Land Operations segment results also included $2.9 million from other net income primarily resulting from the sale of the Company's equity investment in a real estate development-related joint venture offset by other pension expense.

35


Materials & Construction - Third quarter of 2019 compared with 2018
 
Three Months Ended September 30,
 
 
 
 
(in millions, unaudited)
2019
 
2018
 
$ Change
 
Change
Materials & Construction operating revenue
$
37.9

 
$
59.5

 
$
(21.6
)
 
(36.3)%
Operating Profit (Loss)
$
(57.9
)
 
$
3.4

 
$
(61.3
)
 
NM
Operating margin percentage
(152.8
)%
 
5.7
%
 
 
 
 
Depreciation and amortization
$
2.7

 
$
3.0

 
$
(0.3
)
 
(10.0)%
Aggregate tons delivered (tons in thousands)
209.9

 
191.2

 
18.7

 
9.8%
Asphalt tons delivered (tons in thousands)
68.3

 
152.3

 
(84.0
)
 
(55.2)%
Backlog1 at period end
$
93.9

 
$
157.4

 
$
(63.5
)
 
(40.3)%
1 Backlog represents the total amount of revenue that Grace Pacific and Maui Paving, LLC, a 50-percent-owned unconsolidated affiliate, expect to realize on contracts awarded. Backlog primarily consists of asphalt paving and, to a lesser extent, Grace Pacific’s consolidated revenue from its Prestress and construction-and traffic control-related products. Backlog includes estimated revenue from the remaining portion of contracts not yet completed, as well as revenue from approved change orders. The length of time that projects remain in backlog can span from a few days for a small volume of work to 36 months for large paving contracts and contracts performed in phases. As of September 30, 2019 and 2018, these amounts include $17.0 million and $12.2 million of opportunity backlog consisting of government contracts in which Grace Pacific has been confirmed to be the lowest bidder and formal communication of the award is perfunctory at the time of this disclosure. Circumstances outside the Company's control such as procurement or technical protests may arise that prevent the finalization of such contracts. Maui Paving's backlog at September 30, 2019 and 2018 was $7.2 million and $4.0 million, respectively.
Materials & Construction revenue was $37.9 million for the third quarter ended September 30, 2019, compared to $59.5 million for the third quarter ended September 30, 2018. Operating loss was $57.9 million for the third quarter ended September 30, 2019, compared to operating profit of $3.4 million for the third quarter ended September 30, 2018. During the quarter ended September 30, 2019, the Company recorded a non-cash impairment of $49.7 million to the carrying value of its goodwill balance due to continued, adverse market conditions. In addition to the goodwill impairment, the segment operating loss was impacted by lower paving volume and margins. Earnings from joint venture investments are not included in segment revenue but are included in operating profit (loss).
Backlog at the end of September 30, 2019 was $93.9 million, compared to $157.4 million as of September 30, 2018 and $128.7 million as of December 31, 2018. The decrease in backlog from the comparable prior year period reflects both a decline in recent government contracts that have been put out to bid, as well as a change in the nature of government contracting that precludes certain contracts from being included in backlog. Certain agencies are now awarding "maintenance contracts" under which a contractor can secure all paving work within a certain geographic area, but jobs are not identified in advance, meeting the requirement for inclusion in backlog.
Materials & Construction - First nine months of 2019 compared with 2018
 
Nine Months Ended September 30,
 
 
 
 
(in millions, unaudited)
2019
 
2018
 
$ Change
 
Change
Materials & Construction operating revenue
$
126.6

 
$
167.3

 
$
(40.7
)
 
(24.3)%
Operating Profit (Loss)
$
(66.7
)
 
$
7.2

 
$
(73.9
)
 
NM
Operating margin percentage
(52.7
)%
 
4.3
%
 
 
 
 
Depreciation and amortization
$
8.5

 
$
9.1

 
$
(0.6
)
 
(6.6)%
Aggregate tons delivered (tons in thousands)
620.5

 
542.0

 
78.5

 
14.5%
Asphalt tons delivered (tons in thousands)
238.0

 
412.6

 
(174.6
)
 
(42.3)%
Materials & Construction revenue was $126.6 million for the nine months ended September 30, 2019, compared to $167.3 million for the nine months ended September 30, 2018.
Operating loss was $66.7 million for the nine months ended September 30, 2019, compared to operating profit of $7.2 million for the nine months ended September 30, 2018. The decline in the segment results of operations from the nine months of 2018 to the nine months of 2019 was due primarily to a non-cash impairment charge related to goodwill and lower paving volume and margins. Earnings from joint venture investments are not included in segment revenue but are included in operating loss.

36


LIQUIDITY AND CAPITAL RESOURCES
Overview: A&B's primary liquidity needs have historically been to support working capital requirements and fund capital expenditures, commercial real estate acquisitions and real estate developments. A&B's principal sources of liquidity have been cash flows provided by operating activities, available cash and cash equivalent balances, and borrowing capacity under its various credit facilities.
A&B's operating income (loss) is generated by its subsidiaries. There are no material restrictions on the ability of A&B's wholly owned subsidiaries to pay dividends or make other distributions to A&B. A&B regularly evaluates investment opportunities, including development-for-hold projects, commercial real estate acquisitions, joint venture investments, share repurchases, business acquisitions and other strategic transactions to increase shareholder value. A&B cannot predict whether or when it may make investments or what impact any such transactions could have on A&B's results of operations, cash flows or financial condition.
Cash Flows: Cash flows provided by operations were $104.0 million and $37.7 million for the nine months ended September 30, 2019 and 2018, respectively. The change in cash flows from operating activities is primarily attributable to cash receipts of $24.6 million related to Federal Income Tax receivables as well as an increase in cash generated from the Company's CRE segment and Land Operations segment as compared to the prior year's nine months ended September 30, 2018.
Cash flows used in investing activities was $238.3 million and $60.8 million for the nine months ended September 30, 2019 and 2018, respectively. During the nine months ended September 30, 2019, the net cash used in investing activities included cash outlays of $250.2 million related to capital expenditures, which included cash outflows of $218.4 million related to the Company's acquisitions of five commercial real estate assets. Cash used in investing activities during the nine months ended September 30, 2019 also included $3.3 million related to capital contributions with respect to its investments in unconsolidated affiliates. Cash flows used in investing activities during the nine months ended September 30, 2019 included $12.2 million related to distributions from joint ventures and other investments and $2.7 million of proceeds related to the sale of 50% of the Company's interests in a joint venture.
Net cash flows used in investing activities for capital expenditures were as follows:
 
Three Months Ended September 30,
 
 
(in millions, unaudited)
2019
 
2018
 
Change
Commercial real estate property acquisitions/improvements
$
2.7

 
$
16.8

 
(83.9)%
Tenant improvements
1.2

 
1.9

 
(36.8)%
Quarrying and paving
0.1

 
1.9

 
(94.7)%
Agribusiness and other
0.4

 
1.0

 
(60.0)%
Total capital expenditures¹
$
4.4

 
$
21.6

 
(79.6)%
 
Nine Months Ended September 30,
 
 
(in millions, unaudited)
2019
 
2018
 
Change
Commercial real estate property acquisitions/improvements
$
242.7

 
$
226.8

 
7.0%
Tenant improvements
2.6

 
6.7

 
(61.2)%
Quarrying and paving
3.6

 
6.0

 
(40.0)%
Agribusiness and other
1.3

 
2.1

 
(38.1)%
Total capital expenditures¹
$
250.2

 
$
241.6

 
3.6%
1  
Excludes capital expenditures for real estate developments to be held and sold as real estate development inventory, which are classified in the condensed consolidated statement of cash flows as operating activities and are excluded from the tables above.
Net cash flows used in financing activities was $93.2 million for the nine months ended September 30, 2019, as compared to net cash used in financing activities for the nine months ended September 30, 2018 of $72.4 million. The change in cash flows used in financing activities in 2019 as compared to 2018 was due primarily to higher net payments on debt (i.e., debt payments net of additional borrowings) as compared to net borrowings in the prior period partially offset by lower cash dividend payments as compared to the prior period.
The Company believes that funds generated from results of operations, available cash and cash equivalents, and available borrowings under credit facilities will be sufficient to finance the Company's business requirements for the next fiscal year, including working capital, capital expenditures, potential acquisitions and stock repurchases. There can be no assurance, however, that the

37


Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities.
Other Sources of Liquidity: Additional sources of liquidity for the Company include trade receivables, contracts retention, and inventories, totaling $91.0 million at September 30, 2019, a decrease of $20.5 million from December 31, 2018.
The Company also has revolving credit and term facilities that provide additional sources of liquidity for working capital requirements or investment opportunities on a short-term as well as longer-term basis. At September 30, 2019, the Company had $118.4 million of revolving credit borrowings outstanding, $1.7 million in letters of credit had been issued against the facility, and $329.9 million remained unused.
Tax-Deferred Real Estate Exchanges:
Sales: During the third quarter ended September 30, 2019, there were no cash proceeds from sales activity that qualified for potential tax-deferral treatment under Internal Revenue Code §1031 or §1033.
Purchases: During the third quarter ended September 30, 2019, there were no acquisitions utilizing proceeds from tax-deferred sales or condemnations.
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. As of September 30, 2019, there were no cash proceeds from tax-deferred sales and approximately $14.5 million from tax-deferred condemnations that had not yet been reinvested.
Commitments, Contingencies and Off-balance Sheet Arrangements: A description of other commitments, contingencies, and off-balance sheet arrangements at September 30, 2019, and herein incorporated by reference, is included in Note 3 to the condensed consolidated financial statements of Item 1 in this Form 10-Q.
OTHER MATTERS
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 may 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 critical accounting estimates. These differences could be material. The most significant accounting estimates inherent in the preparation of A&B's financial statements were described in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2018 Form 10-K.



38


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, 2018. There has been no material change in the quantitative and qualitative disclosures about market risk since December 31, 2018.
ITEM 4. CONTROLS AND PROCEDURES
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 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 September 30, 2019, the Company’s disclosure controls and procedures were effective.
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 Company's fiscal third quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

39


PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under the "Legal Proceedings and Other Contingencies" section in Note 3 of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, is incorporated herein by reference.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased¹
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that
May Yet Be Purchased
Under the Plans
or Programs
July 1-31, 2019
—
$
—

—
—
August 1-31, 2019
90
$
22.70

—
—
September 1-30, 2019
2,616
$
22.70

—
—
1Represents shares accepted in satisfaction of tax withholding obligations arising upon the vesting of restricted stock unit awards.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulations S-K (17 CFR 229.104) is included in Exhibit 95 to this periodic report on Form 10-Q.

ITEM 5. OTHER INFORMATION
On October 30, 2019, the Company hosted a live webcast of its conference call with financial analysts and institutional investors. In response to a question during the call, the Company inadvertently stated that the carrying value of Grace Pacific LLC was approximately $217 million. The actual carrying value of equity on a cash-free, debt-free basis for the Company's Materials & Construction segment was approximately $208 million as of September 30, 2019, of which approximately $183 million related to Grace Pacific LLC and the remainder of which related to the Company's minority interest in a materials business.

40


ITEM 6. EXHIBITS
EXHIBIT INDEX
10.b.1.(xxvi)
31.1
31.2
32
95
101
The following information from Alexander & Baldwin, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018, (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019 and 2018, (iii) Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, (iv) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2019 and 2018, (v) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2019 and 2018, and (vi) the Notes to the Condensed Consolidated Financial Statements.

41


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 thereunto duly authorized.
 
 
 
 
 
 
 
 
ALEXANDER & BALDWIN, INC.
 
 
 
 
 
 
 
 
 
November 1, 2019
 
By: /s/ Brett A. Brown
 
 
Brett A. Brown
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
November 1, 2019
 
By: /s/ Clayton K.Y. Chun
 
 
Clayton K.Y. Chun
 
 
Senior Vice President, Chief Accounting Officer and Controller

42