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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 March 31, 2025
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.) |
| | | |
822 Bishop Street | |
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 March 31, 2025: 72,711,539
ALEXANDER & BALDWIN, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2025
TABLE OF CONTENTS
| | | | | | | | | | | | | | |
| Page |
PART I. FINANCIAL INFORMATION | |
Item 1. | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Item 2. | | | |
Item 3. | | | |
Item 4. | | | |
| | | | |
PART II. OTHER INFORMATION | |
Item 1. | | | |
Item 1A. | | | |
Item 2. | | | |
Item 5. | | | |
Item 6. | | | |
| | | |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands; unaudited)
| | | | | | | | | | | |
| March 31, | | December 31, |
| 2025 | | 2024 |
ASSETS | | | |
Real estate investments | | | |
Real estate property | $ | 1,676,343 | | | $ | 1,670,879 | |
Accumulated depreciation | (263,283) | | | (255,641) | |
Real estate property, net | 1,413,060 | | | 1,415,238 | |
Real estate developments | 41,466 | | | 46,423 | |
Investments in sales-type leases, net of allowances (credit losses) of $17 as of March 31, 2025 | 9,216 | | | — | |
Investments in real estate joint ventures and partnerships | 5,907 | | | 5,907 | |
Real estate intangible assets, net | 29,795 | | | 31,176 | |
Real estate investments, net | 1,499,444 | | | 1,498,744 | |
Cash and cash equivalents | 16,855 | | | 33,436 | |
Restricted cash | 697 | | | 236 | |
Accounts receivable, net of allowances (credit losses and doubtful accounts) of $1,728 and $1,701 as of March 31, 2025 and December 31, 2024, respectively | 4,942 | | | 3,697 | |
| | | |
Goodwill | 8,729 | | | 8,729 | |
Other receivables, net of allowances (credit losses) of $2,299 and $2,393 as of March 31, 2025 and December 31, 2024, respectively | 11,185 | | | 16,696 | |
Prepaid expenses and other assets | 106,762 | | | 108,894 | |
| | | |
Total assets | $ | 1,648,614 | | | $ | 1,670,432 | |
| | | |
LIABILITIES AND EQUITY | | | |
Liabilities: | | | |
Notes payable and other debt | $ | 452,843 | | | $ | 474,837 | |
Accounts payable | 4,490 | | | 4,529 | |
| | | |
Accrued post-retirement benefits | 7,535 | | | 7,582 | |
Deferred revenue | 75,085 | | | 72,462 | |
Accrued and other liabilities | 103,518 | | | 107,479 | |
| | | |
Total liabilities | 643,471 | | | 666,889 | |
| | | |
Commitments and Contingencies (Note 7) | | | |
Equity: | | | |
Common stock - no par value; authorized, 225,000,000 shares; outstanding 72,711,539 and 72,633,866 shares at March 31, 2025 and December 31, 2024, respectively | 1,811,826 | | | 1,811,582 | |
Accumulated other comprehensive income (loss) | 2,506 | | | 6,134 | |
Distributions in excess of accumulated earnings | (809,189) | | | (814,173) | |
Total shareholders' equity | 1,005,143 | | | 1,003,543 | |
Total liabilities and equity | $ | 1,648,614 | | | $ | 1,670,432 | |
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data; unaudited)
| | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2025 | | 2024 | | |
Operating Revenue: | | | | | | | | | |
Commercial Real Estate | | | | | $ | 51,043 | | | $ | 48,888 | | | |
Land Operations | | | | | 2,695 | | | 12,314 | | | |
Total operating revenue | | | | | 53,738 | | | 61,202 | | | |
Operating Costs and Expenses: | | | | | | | | | |
Cost of Commercial Real Estate | | | | | 26,169 | | | 25,416 | | | |
Cost of Land Operations | | | | | 894 | | | 4,787 | | | |
Selling, general and administrative | | | | | 6,990 | | | 7,239 | | | |
| | | | | | | | | |
Total operating costs and expenses | | | | | 34,053 | | | 37,442 | | | |
Gain (loss) on commercial real estate transactions | | | | | 4,103 | | | — | | | |
Gain (loss) on disposal of assets, net | | | | | 193 | | | 23 | | | |
| | | | | | | | | |
Total gain (loss) on commercial real estate transactions and other disposal of assets, net | | | | | 4,296 | | | 23 | | | |
Operating Income (Loss) | | | | | 23,981 | | | 23,783 | | | |
Other Income and (Expenses): | | | | | | | | | |
Income (loss) related to joint ventures | | | | | 3,025 | | | 698 | | | |
| | | | | | | | | |
Interest and other income (expense), net | | | | | 51 | | | 1,267 | | | |
Interest expense | | | | | (5,802) | | | (5,510) | | | |
Income (Loss) from Continuing Operations Before Income Taxes | | | | | 21,255 | | | 20,238 | | | |
Income tax benefit (expense) | | | | | 39 | | | — | | | |
Income (Loss) from Continuing Operations | | | | | 21,294 | | | 20,238 | | | |
Income (loss) from discontinued operations, net of income taxes | | | | | 139 | | | (256) | | | |
Net Income (Loss) | | | | | $ | 21,433 | | | $ | 19,982 | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Earnings (Loss) Per Share Available to A&B Shareholders: | | | | | | | | | |
Basic Earnings (Loss) Per Share of Common Stock: | | | | | | | | | |
Continuing operations available to A&B shareholders | | | | | $ | 0.29 | | | $ | 0.28 | | | |
Discontinued operations available to A&B shareholders | | | | | — | | | — | | | |
Net income (loss) available to A&B shareholders | | | | | $ | 0.29 | | | $ | 0.28 | | | |
| | | | | | | | | |
| | | | | | | | | |
Diluted Earnings (Loss) Per Share of Common Stock: | | | | | | | | | |
Continuing operations available to A&B shareholders | | | | | $ | 0.29 | | | $ | 0.28 | | | |
Discontinued operations available to A&B shareholders | | | | | — | | | — | | | |
Net income (loss) available to A&B shareholders | | | | | $ | 0.29 | | | $ | 0.28 | | | |
| | | | | | | | | |
| | | | | | | | | |
Weighted-Average Number of Shares Outstanding: | | | | | | | | | |
Basic | | | | | 72,683 | | | 72,545 | | | |
Diluted | | | | | 72,820 | | | 72,666 | | | |
| | | | | | | | | |
Amounts Available to A&B Common Shareholders: | | | | | | | | | |
Continuing operations available to A&B common shareholders | | | | | $ | 21,294 | | | $ | 20,230 | | | |
Discontinued operations available to A&B common shareholders | | | | | 139 | | | (256) | | | |
Net income (loss) available to A&B common shareholders | | | | | $ | 21,433 | | | $ | 19,974 | | | |
| | | | | | | | | |
| | | | | | | | | |
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands; unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, | | |
| | | | | | 2025 | | 2024 | | |
Net Income (Loss) | | | | | | $ | 21,433 | | | $ | 19,982 | | | |
Other Comprehensive Income (Loss), net of tax: | | | | | | | | | | |
Cash flow hedges: | | | | | | | | | | |
Unrealized interest rate derivative gain (loss) | | | | | | (3,083) | | | 1,202 | | | |
| | | | | | | | | | |
Reclassification adjustment to interest expense included in Net Income (Loss) | | | | | | (545) | | | (473) | | | |
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| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Other comprehensive income (loss), net of tax | | | | | | (3,628) | | | 729 | | | |
Comprehensive Income (Loss) | | | | | | $ | 17,805 | | | $ | 20,711 | | | |
| | | | | | | | | | |
| | | | | | | | | | |
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands; unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2025 | | 2024 | | |
Cash Flows from Operating Activities: | | | | | | |
Net income (loss) | | $ | 21,433 | | | $ | 19,982 | | | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | | | | | | |
Loss (income) from discontinued operations | | (139) | | | 256 | | | |
Depreciation and amortization | | 9,207 | | | 9,034 | | | |
| | | | | | |
Provision for (reversal of) credit losses | | 17 | | | — | | | |
| | | | | | |
(Gain) loss on commercial real estate transactions and other disposals, net | | (4,296) | | | (23) | | | |
| | | | | | |
(Gain) loss on de-designated interest rate swap valuation adjustment | | — | | | (3,675) | | | |
Share-based compensation expense | | 1,370 | | | 1,126 | | | |
Loss (income) related to joint ventures, net of operating cash distributions | | (1,025) | | | 50 | | | |
Changes in operating assets and liabilities: | | | | | | |
Trade and other receivables | | (1,524) | | | (486) | | | |
Prepaid expenses and other assets | | (2,471) | | | (3,435) | | | |
Development/other property inventory | | 4,564 | | | (2,925) | | | |
Accrued post-retirement benefits | | (47) | | | (1,697) | | | |
Accounts payable | | (58) | | | (1,242) | | | |
Accrued and other liabilities | | (1,149) | | | (501) | | | |
Operating cash flows from continuing operations | | 25,882 | | | 16,464 | | | |
Operating cash flows from discontinued operations | | 115 | | | (403) | | | |
Net cash provided by (used in) operations | | 25,997 | | | 16,061 | | | |
Cash Flows from Investing Activities: | | | | | | |
| | | | | | |
Capital expenditures for property, plant and equipment | | (4,169) | | | (3,746) | | | |
Proceeds from disposal of assets | | 3,468 | | | 184 | | | |
Payments for purchases of investments in affiliates and other investments | | (92) | | | (113) | | | |
| | | | | | |
Investing cash flows from continuing operations | | (793) | | | (3,675) | | | |
Investing cash flows from discontinued operations | | — | | | 15,000 | | | |
Net cash provided by (used in) investing activities | | (793) | | | 11,325 | | | |
Cash Flows from Financing Activities: | | | | | | |
| | | | | | |
Payments of notes payable and other debt and deferred financing costs | | (16,560) | | | (15,441) | | | |
Borrowings (payments) on line-of-credit agreement, net | | (7,000) | | | 9,000 | | | |
| | | | | | |
Cash dividends paid | | (16,524) | | | (16,447) | | | |
Repurchases of common stock and other payments | | (1,240) | | | (2,332) | | | |
Financing cash flows from continuing operations | | (41,324) | | | (25,220) | | | |
Financing cash flows from discontinued operations | | — | | | — | | | |
Net cash provided by (used in) financing activities | | (41,324) | | | (25,220) | | | |
| | | | | | |
Cash, Cash Equivalents, and Restricted Cash | | | | | | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | | (16,120) | | | 2,166 | | | |
Balance, beginning of period | | 33,672 | | | 13,753 | | | |
Balance, end of period | | $ | 17,552 | | | $ | 15,919 | | | |
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands; unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2025 | | 2024 | | |
Other Cash Flow Information: | | | | | | |
Interest paid, net of capitalized interest, for continuing operations | | $ | 3,026 | | | $ | 4,470 | | | |
| | | | | | |
Income tax payments/(refunds), net | | $ | 6 | | | $ | — | | | |
| | | | | | |
Noncash Investing and Financing Activities from continuing operations: | | | | | | |
Capital expenditures included in accounts payable and accrued and other liabilities | | $ | 1,988 | | | $ | 1,907 | | | |
| | | | | | |
Finance lease liabilities arising from obtaining ROU assets | | $ | 1,547 | | | $ | — | | | |
Dividends declared but unpaid at end of period | | $ | 16,946 | | | $ | 16,501 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Increase (decrease) in other receivables from investments in affiliates | | $ | 2,084 | | | $ | — | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reconciliation of cash, cash equivalents, and restricted cash | | | | | | |
Beginning of the period: | | | | | | |
Cash and cash equivalents | | $ | 33,436 | | | $ | 13,517 | | | |
Restricted cash | | 236 | | | 236 | | | |
| | | | | | |
Cash, cash equivalents, and restricted cash | | $ | 33,672 | | | $ | 13,753 | | | |
| | | | | | |
End of the period: | | | | | | |
Cash and cash equivalents | | $ | 16,855 | | | $ | 15,683 | | | |
Restricted cash | | 697 | | | 236 | | | |
| | | | | | |
Cash, cash equivalents, and restricted cash | | $ | 17,552 | | | $ | 15,919 | | | |
See Notes to Condensed Consolidated Financial Statements.
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended March 31, 2025 and 2024
(amounts in thousands, except per share data; unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Equity | | |
| | Common Stock | | Accumulated Other Comprehensive Income (Loss) | | (Distribution in Excess of Accumulated Earnings) Earnings Surplus | | Total | | |
| | | | | |
| | Shares | | Stated Value | | | | |
Balance, January 1, 2024 | | 72,448 | | | $ | 1,809,095 | | | $ | 3,250 | | | $ | (809,334) | | | $ | 1,003,011 | | | |
Net income (loss) | | — | | | — | | | — | | | 19,982 | | | 19,982 | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | 729 | | | — | | | 729 | | | |
Dividend on common stock ($0.2225 per share) | | — | | | — | | | — | | | (16,190) | | | (16,190) | | | |
| | | | | | | | | | | | |
Share-based compensation | | — | | | 1,126 | | | — | | | — | | | 1,126 | | | |
Shares issued (repurchased), net | | 144 | | | (2,212) | | | — | | | (120) | | | (2,332) | | | |
Balance, March 31, 2024 | | 72,592 | | | $ | 1,808,009 | | | $ | 3,979 | | | $ | (805,662) | | | $ | 1,006,326 | | | |
| | | | | | | | | | | | |
| | Total Equity | | |
| | Common Stock | | Accumulated Other Comprehensive Income (Loss) | | (Distribution in Excess of Accumulated Earnings) Earnings Surplus | | Total | | |
| | | | | |
| | Shares | | Stated Value | | | | |
Balance, January 1, 2025 | | 72,634 | | | $ | 1,811,582 | | | $ | 6,134 | | | $ | (814,173) | | | $ | 1,003,543 | | | |
Net income (loss) | | — | | | — | | | — | | | 21,433 | | | 21,433 | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | (3,628) | | | — | | | (3,628) | | | |
Dividend on common stock ($0.2250 per share) | | — | | | — | | | — | | | (16,438) | | | (16,438) | | | |
| | | | | | | | | | | | |
Share-based compensation | | — | | | 1,370 | | | — | | | — | | | 1,370 | | | |
Shares issued (repurchased), net | | 78 | | | (1,126) | | | — | | | (11) | | | (1,137) | | | |
Balance, March 31, 2025 | | 72,712 | | | $ | 1,811,826 | | | $ | 2,506 | | | $ | (809,189) | | | $ | 1,005,143 | | | |
See Notes to Condensed Consolidated Financial Statements
Alexander & Baldwin, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Background and Basis of Presentation
Description of Business: Alexander & Baldwin, Inc. ("A&B" or the "Company") is a fully integrated real estate investment trust ("REIT") headquartered in Honolulu, Hawai‘i, whose history in Hawai‘i dates back to 1870. Over time, the Company has evolved from a 571-acre sugar plantation on Maui to become one of Hawai‘i's premier commercial real estate companies and the owner of the largest grocery-anchored, neighborhood shopping center portfolio in the state. The Company operates in two segments: Commercial Real Estate ("CRE") and Land Operations. As of March 31, 2025, the Company's commercial real estate portfolio resides entirely in Hawai‘i and consists of 21 retail centers, 14 industrial assets and four office properties, representing a total of four million square feet of gross leasable area ("GLA"), as well as 146 acres of commercial land, of which substantially all is leased pursuant to urban ground leases. Throughout this quarterly report on Form 10-Q, references to "we," "our," "us" and "our Company" refer to Alexander & Baldwin, Inc., together with its consolidated subsidiaries.
Basis of Presentation: 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, 2024 and 2023, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interest for each of the three years ended December 31, 2024, 2023, and 2022, respectively, and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K"), and other subsequent filings with the U.S. Securities and Exchange Commission ("SEC").
Use of Estimates: The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: (i) asset impairments, including intangible assets and goodwill, (ii) purchase price allocations with respect to commercial real estate asset acquisitions, (iii) the determination of fair value of sales-type leases, (iv) litigation and contingencies, (v) postretirement benefits, (vi) recoverable amounts of accounts and other receivables, (vii) valuation of derivatives and their effectiveness as hedges, (viii) income taxes, and (ix) valuation of market-based and performance-based restricted stock units. Future results could be materially affected if actual results differ from these estimates and assumptions.
Rounding: Amounts in the condensed consolidated financial statements and notes are rounded to the nearest thousand. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may result in differences.
2. 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 2024 Form 10-K. Updates to the Company's significant accounting policies are included herein as a result of the Company's investments in sales-type leases during the three months ended March 31, 2025.
Sales-type Leases: Lease classification for leases under which the Company is the lessor are evaluated under ASC Topic 842, Leases ("ASC 842") at lease commencement or lease modification. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee equals substantially all of the fair value of the asset. If a lease is determined to be a sales-type lease, the Company records a net investment in the lease which is equal to the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease.
ASC 842 requires a lessor to derecognize the underlying asset and recognize any selling profit or loss on a sales-type lease at lease commencement, assuming that collectibility of both lease payments and any residual value guarantee provided by the lessee is probable. The difference between the net investment in the lease and the carrying value of the underlying asset is recognized as selling profit or loss upon execution of the lease within Gain (loss) on commercial real estate transactions in the Company's condensed consolidated statements of operations. Initial direct costs are recognized as an expense if, at the commencement date, the fair value of the underlying asset is different from its carrying amount. If the fair value of the
underlying asset equals its carrying amount, initial direct costs are deferred at the commencement date and included in the measurement of the net investment in the lease.
Interest income from sales-type leases is measured using the rate implicit in the lease and is recorded in Operating Revenue - Commercial Real Estate in the Company’s condensed consolidated statements of operations over the lease term to produce a constant periodic rate of return on the Company’s net investment in the lease. Rent payments that are not fixed and determinable at lease inception, such as tenant reimbursed property operating costs, percentage rent and market rent adjustments, are not included in the effective interest method calculation and are accounted for as variable payments in the period earned.
The Company evaluates its net investment in sales-type leases for impairment under the current expected credit loss ("CECL") standard.
Recently issued accounting pronouncements
In October 2023, the FASB issued ASU No. 2023-06 ("ASU 2023-06"), Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. Early adoption is prohibited. The Company does not expect the amendments of this accounting standard update to have a material impact on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, on either a prospective basis to financial statements issued for reporting periods after the effect date, or on a retrospective basis to any or all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
Interest and other income (expense), net
Interest and other income (expense), net for the three months ended March 31, 2025 and 2024, included the following (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Interest income | | | | | | $ | 151 | | | $ | 231 | |
Post-retirement benefit (expense) | | | | | | (102) | | | (107) | |
| | | | | | | | |
Gain (loss) on fair value adjustments related to interest rate swaps | | | | | | — | | | 3,675 | |
Financing charges | | | | | | — | | | (2,350) | |
| | | | | | | | |
Other income (expense), net | | | | | | 2 | | | (182) | |
Interest and other income (expense), net | | | | | | $ | 51 | | | $ | 1,267 | |
3. 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 presented in the Company's condensed consolidated financial statements 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 months ended March 31, 2025 and 2024, is as follows (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Revenues | | | | | | $ | 42,122 | | | $ | 39,370 | |
Operating costs and expenses | | | | | | 37,069 | | | 35,399 | |
Gross Profit (Loss) | | | | | | $ | 5,053 | | | $ | 3,971 | |
Income (Loss) from Continuing Operations1 | | | | | | $ | 1,452 | | | $ | (700) | |
Net Income (Loss)1 | | | | | | $ | 1,452 | | | $ | (700) | |
| | | | | | | | |
1 Includes earnings from equity method investments held by the investee. |
During the three months ended March 31, 2025 and 2024, Income (loss) related to joint ventures was $3.0 million and $0.7 million, respectively, and return on investment operating cash distributions was $2.0 million and $0.7 million, respectively.
4. Fair Value Measurements
Recurring Fair Value Measurements
The following tables present the fair value of those assets and (liabilities) measured on a recurring basis as of March 31, 2025 and December 31, 2024, (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at |
| | | March 31, 2025 |
| Consolidated Balance Sheet Location | | Total | | Quoted Prices in Active Markets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Assets | | | | | | | | | |
Derivative financial instruments - interest rate swaps | Prepaid expenses and other assets | | $ | 3,719 | | | $ | — | | | $ | 3,719 | | | $ | — | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at |
| | | December 31, 2024 |
| Consolidated Balance Sheet Location | | Total | | Quoted Prices in Active Markets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Assets | | | | | | | | | |
Derivative financial instruments - interest rate swaps | Prepaid expenses and other assets | | $ | 7,378 | | | $ | — | | | $ | 7,378 | | | $ | — | |
| | | | | | | | | |
| | | | | | | | | |
Derivative Financial Instruments: The Company records its interest rate swaps at fair value. The fair values of the Company's interest rate swaps are classified as Level 2 measurements in the fair value hierarchy and 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 (refer to Note 6 – Derivative Instruments for fair value information regarding the Company's derivative instruments).
Non-Recurring Fair Value
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment is discussed in Note 2 to the consolidated financial statements included in Item 8 of the Company's 2024 Form 10-K.
Investments in sales-type leases, net: During the three months ended March 31, 2025, the Company entered into a ground lease agreement for a 4.7-acre land parcel located within Maui Business Park, which met the criteria for classification as a sales-type lease. The net investment in sales-type lease asset was recorded at the estimated fair value at the lease commencement date. The fair value of sales-type leases are generally estimated utilizing Level 3 inputs to discount the estimated future cash flows of the lease, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, using the rate implicit in the lease.
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our condensed consolidated balance sheets include cash and cash equivalents, restricted cash, accounts and notes receivable, net and notes payable and other debt. The fair value of the Company's cash and cash equivalents, restricted cash, accounts receivable, net and short-term borrowings approximate their carrying values due to the short-term nature of the instruments, and are classified as Level 1 measurement in the fair value hierarchy.
The fair value of the Company's notes receivable approximated the carrying amount of $5.3 million and $13.1 million as of March 31, 2025 and December 31, 2024, respectively. The fair value of these notes 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 is classified as a Level 3 measurement in the fair value hierarchy.
At March 31, 2025, the carrying amount of the Company's notes payable and other debt was $452.8 million and the corresponding fair value was $449.2 million. At December 31, 2024, the carrying amount of the Company's notes payable and other debt was $474.8 million and the corresponding fair value was $468.4 million. 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, and is classified as a Level 3 measurement in the fair value hierarchy.
5. Notes Payable and Other Debt
As of March 31, 2025 and December 31, 2024, notes payable and other debt consisted of the following (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate (%) | | Maturity Date | | Principal Outstanding |
| | | | March 31, 2025 | | December 31, 2024 |
Secured: | | | | | | | | |
Photovoltaic Financing | | (1) | | (1) | | $ | 5,386 | | | $ | 3,932 | |
Manoa Marketplace | | (2) | | 2029 | | 50,409 | | | 50,877 | |
Subtotal | | | | | | $ | 55,795 | | | $ | 54,809 | |
Unsecured: | | | | | | | | |
Series J Note | | 4.66% | | 2025 | | $ | 10,000 | | | $ | 10,000 | |
Series B Note | | 5.55% | | 2026 | | 2,000 | | | 18,000 | |
Series C Note | | 5.56% | | 2026 | | 7,000 | | | 7,000 | |
Series F Note | | 4.35% | | 2026 | | 7,250 | | | 7,250 | |
Series H Note | | 4.04% | | 2026 | | 50,000 | | | 50,000 | |
Series K Note | | 4.81% | | 2027 | | 34,500 | | | 34,500 | |
Series G Note | | 3.88% | | 2027 | | 15,625 | | | 15,625 | |
Series L Note | | 4.89% | | 2028 | | 18,000 | | | 18,000 | |
Series I Note | | 4.16% | | 2028 | | 25,000 | | | 25,000 | |
Term Loan 5 | | 4.30% | | 2029 | | 25,000 | | | 25,000 | |
Series M Note | | 6.09% | | 2032 | | 60,000 | | | 60,000 | |
Subtotal | | | | | | $ | 254,375 | | | $ | 270,375 | |
Revolving Credit Facilities: | | | | | | | | |
A&B Revolver | | (3) | | 2028 | (4) | 143,000 | | | 150,000 | |
| | | | | | | | |
Total debt (contractual) | | | | | | $ | 453,170 | | | $ | 475,184 | |
| | | | | | | | |
Unamortized debt issuance costs | | | | | | (327) | | | (347) | |
Total debt (carrying value) | | | | | | $ | 452,843 | | | $ | 474,837 | |
| | | | | | | | |
(1) Financing leases have a weighted average discount rate of 4.75% and maturity dates ranging from 2027 to 2030 |
(2) Loan has a stated interest rate of SOFR plus 1.35%. Loan is swapped through maturity to a 3.14% fixed rate. |
(3) Loan has a stated interest rate of SOFR plus 1.05% based on a pricing grid, plus a SOFR adjustment of 0.10%. As of March 31, 2025 and December 31, 2024, $130.0 million is swapped through maturity to a 4.76% weighted average fixed rate. |
(4) A&B Revolver has two six-month optional term extensions. |
6. Derivative Instruments
The Company is exposed to interest rate risk related to its variable-rate interest 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 March 31, 2025, the Company had three interest rate swap agreements, all three of which were designated as cash flow hedges. The key terms are as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Effective | | Maturity | | Fixed Interest | | Notional Amount at | | Asset (Liability) Fair Value at |
Date | | Date | | Rate | | March 31, 2025 | | March 31, 2025 | | December 31, 2024 |
Interest Rate Swap Agreements | | | | | | | | |
4/7/2016 | | 8/1/2029 | | 3.14% | | $ | 50,409 | | | $ | 3,427 | | | $ | 4,310 | |
5/1/2024 | | 12/9/2031 | | 4.88% | | $ | 57,000 | | | $ | 31 | | | $ | 1,254 | |
12/9/2024 | | 12/9/2031 | | 4.83% | | $ | 73,000 | | | $ | 261 | | | $ | 1,814 | |
|
The assets related to the interest rate swaps as of March 31, 2025 and December 31, 2024, are presented within Prepaid expenses and other assets in the condensed consolidated balance sheets. Changes in fair value of designated cash flow hedges are recorded in Accumulated other comprehensive income (loss) and subsequently reclassified into interest expense as interest is incurred on the related variable-rate debt. Changes in fair value of undesignated cash flow hedges, including de-designated hedges, are recorded in Interest and other income (expense), net.
Statement of Comprehensive Income (Loss) Derivative Instruments Impact
The following table represents the pre-tax effect of the derivative instruments in the Company's condensed consolidated statements of comprehensive income (loss) (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Information regarding derivatives designated as hedging instruments | | | | | | | | |
Amount of gain (loss) recognized in OCI on derivatives | | | | | | $ | (3,083) | | | $ | 1,202 | |
Impact of reclassification adjustment to interest expense included in Net Income (Loss) | | | | | | $ | (545) | | | $ | (473) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
As of March 31, 2025, the Company expects to reclassify $1.6 million of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months.
7. Commitments and Contingencies
Commitments and other financial arrangements
Bonds related to the Company's real estate activities totaled $17.0 million as of March 31, 2025, and represent commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds). If 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.
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, the Company, through East Maui Irrigation Company, LLC ("EMI"), also owned approximately 16,000 acres of watershed lands in East Maui and held four water licenses to approximately 30,000 acres owned by the State of Hawai‘i in East Maui. The sale to Mahi Pono included the sale of a 50% interest in EMI (which closed February 1, 2019), and provided for the Company and Mahi Pono, through EMI, to jointly continue the existing process to secure a long-term lease 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") 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 (Healoha Carmichael; Lezley Jacintho; and Na Moku Aupuni O Ko‘olau Hui) filed a lawsuit on April 10, 2015, (the "Initial Lawsuit") alleging that the BLNR has been renewing the revocable permits annually rather than keeping them in holdover status. The lawsuit challenged the BLNR’s decision to continue the revocable permits for calendar year 2015 and 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 Initial 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 "Initial Ruling"). The Initial Ruling was appealed to the Intermediate Court of Appeals ("ICA") of the State of Hawai‘i.
In May 2016, while the appeal of the Initial Ruling 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 Initial Ruling, effectively reversing the determination that the BLNR lacked authority to keep the revocable permits in holdover status beyond one year (the "ICA Ruling"). The ICA remanded the case back 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 filed a motion with the ICA for reconsideration of its decision, which was denied on July 5, 2019. On September 30, 2019, the plaintiffs filed a request with the Supreme Court of Hawai‘i to review and reverse the ICA Ruling. On November 25, 2019, the Supreme Court of Hawai‘i granted the plaintiffs' request to review the ICA Ruling and, on May 5, 2020, oral argument was held.
On October 11, 2019, the BLNR took up the renewal of all the existing water revocable permits in the state, acting under the ICA Ruling, and approved the continuation of the four East Maui water revocable permits for another one-year period through December 31, 2020. On November 13, 2020, the BLNR approved another renewal of such permits through December 31, 2021.
On March 2, 2022, the Supreme Court of Hawai’i vacated the ICA’s ruling relating to the BLNR's decision to continue the revocable permits for the calendar year 2015, holding that Hawaii Revised Statutes Chapter 343 (the Hawaii Environmental Policy Act) did apply to the permits. The court remanded the matter back to the Circuit Court to determine if any exceptions would apply and, if not, how HRS Chapter 343 should be applied in light of the steps taken by A&B/EMI toward the long-term water lease. The Supreme Court of Hawai’i also determined that the BLNR had the statutory authority to continue the permits for more than one year, but required the BLNR to make findings of fact and conclusions of law determining that the action would serve the best interests of the State. On remand, the Carmichael Plaintiffs filed a motion for partial summary judgment asking the Circuit Court to conclude that the BLNR and A&B/EMI violated HRS Chapter 343 when the BLNR continued the revocable permits for calendar year 2015. On December 21, 2023, the Circuit Court entered its order granting in part and denying in part the motion for partial summary judgment, determining that the BLNR and A&B/EMI had violated HRS Chapter 343 when the BLNR continued the revocable permits for calendar year 2015, but denying the plaintiffs’ request for a declaration that A&B/EMI had no authority to divert any water until a final environmental impact statement had been accepted.
Also on remand, the Carmichael Plaintiffs sought and were granted leave to file an amended complaint asserting a claim for unjust enrichment against A&B/EMI. The plaintiffs assert that they had a superior right to the water diverted by EMI from at least 2015 until September 2021 when BLNR accepted the final environmental impact statement for the long-term water lease, and EMI lacked the authority to divert water during that time period. In December 2023, the Carmichael Plaintiffs filed their amended complaint. On February 11, 2025, the Circuit Court entered its order granting A&B/EMI’s motion for summary judgment as to the plaintiffs’ unjust enrichment claim. Final judgment was entered on February 26, 2025. On March 5, 2025, the Carmichael Plaintiffs filed a notice of appeal with the ICA challenging the grant of summary judgment as to the unjust enrichment claim.
In the companion case brought by Na Moku Aupuni O Ko‘olau Hui challenging the BLNR’s decision to continue the revocable permits for calendar year 2016, Na Moku filed a motion asking for a decision on appeal and requesting that the Circuit Court limit the current diversion of water pursuant to the revocable permits and order the BLNR to allow Na Moku to intervene in the contested case hearing ordered by the Circuit Court in the Sierra Club litigation addressed below. On January 2, 2024, the Circuit Court entered its order granting Na Moku’s request to invalidate the BLNR’s decision reaffirming the holdover status of the revocable permits for calendar year 2016 and denying Na Moku’s request to (1) impose a cap on the current amount of water diverted pursuant to the revocable permits, (2) order the BLNR to allow Na Moku to intervene in Sierra Club’s contested
case hearing; and (3) declare that A&B/EMI had no legal authority to divert water pursuant to then-valid revocable permits. In January 2024, the circuit court entered final judgment in this case.
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, the Sierra Club filed a lawsuit in the circuit court of the first circuit in Hawai‘i against the BLNR, A&B and EMI, seeking to invalidate the 2019 and 2020 holdovers of the revocable permits for, among other things, failure to perform an EA. The lawsuit also sought to enjoin A&B/EMI from diverting more than 25 million gallons a day until a permit or lease is properly issued by the BLNR, and for the imposition of certain conditions on the revocable permits by the BLNR. The count seeking to invalidate the revocable permits based on the failure to perform an EA was dismissed by the court, based on the ICA Ruling in the Initial Lawsuit. The Sierra Club’s lawsuit was amended to include a challenge to the BLNR’s renewal of the revocable permits for calendar year 2020. After a full trial on the merits held beginning in August of 2020, the court ruled, on April 6, 2021, against the Sierra Club on its lawsuit challenging the 2019 and 2020 revocable permits. On February 17, 2022, the Sierra Club filed its notice of appeal challenging the decision on the August 2020 trial. The court separately considered a lawsuit filed by the Sierra Club appealing the BLNR’s decision to deny it a contested case hearing on the 2021 revocable permits, which were granted by the BLNR on or about November 13, 2020. In that case, on May 28, 2021, the court issued an interim decision that the Sierra Club’s due process rights were violated, ordered the BLNR to hold a contested case hearing on the 2021 permits, and that the permits would be vacated. On July 30, 2021, the court modified its ruling to say that the permits would not be invalidated, but left in place pending the outcome of the contested case hearing. The contested case hearing was held by the BLNR in December 2021 to address the continuation of the revocable permits for both calendar years 2021 and 2022 and the BLNR issued a decision on June 30, 2022. On December 27, 2021, while BLNR’s decision in the contested case hearing was pending, the court further modified its ruling to allow the permits to remain in place until the earlier of May 1, 2022, the date on which the BLNR renders a substantive decision on the continuation of the permits for calendar year 2022, or further order of the court. On April 26, 2022, the court orally granted an extension of the May 1, 2022 deadline to the earlier of June 15, 2022, or the date on which the BLNR renders a substantive decision on the continuation of the permits for calendar year 2022, or as may be further ordered by the court. On June 1, 2022, the court granted an extension of the June 15, 2022 deadline to the earlier of July 15, 2022 or the date on which the BLNR renders a substantive decision on the continuation of the permits for calendar year 2022 or as may be further ordered by the court. On June 30, 2022, the BLNR issued its final decision on the contested case hearing on the permits for calendar years 2021 and 2022, approving the continuation of the permits through the end of calendar year 2022. The Company and the BLNR appealed the court’s determination that the Sierra Club was entitled to a contested case hearing on the 2021 revocable permits. At the request of Sierra Club, the Intermediate Court of Appeals held oral argument on the matter on December 13, 2023. On April 12, 2024, the ICA issued its opinion holding that the Sierra Club was not entitled to a contested case hearing, the circuit court erred by modifying the permits, and the Sierra Club was not entitled to attorneys’ fees and costs. The Sierra Club filed an application with the Supreme Court of Hawai’i for a writ of certiorari challenging the ICA’s opinion. On July 11, 2024, the Supreme Court of Hawai’i entered its order accepting Sierra Club's application for a writ of certiorari. The Hawaii Supreme Court held oral argument on November 21, 2024. The case is still pending. In July 2022, the Sierra Club filed a separate appeal challenging the BLNR’s June 30, 2022 decision on the contested case hearing on the permits for calendar years 2021 and 2022. On March 31, 2023, the court entered its decision on appeal, dismissing the appeal as moot. On January 29, 2024, the court entered final judgment in this case. On February 8, 2024, the Sierra Club filed a notice of appeal with the Hawaii Intermediate Court of Appeals, and on December 24, 2024, the court reversed the dismissal, finding the case not moot and remanding the matter to the Circuit Court for consideration of the merits of the appeal. On February 10, 2025, the Sierra Club filed with the Hawaii Supreme Court, an application for a writ of certiorari, arguing that the ICA erred in remanding the matter back to the Circuit Court rather than deciding the merits of the appeal itself. On March 28, 2025, the Hawaii Supreme Court rejected the Sierra Club’s application.
On November 10, 2022, the BLNR voted to continue the revocable permits for calendar year 2023 and, at that same meeting, denied the Sierra Club’s oral request for a contested case hearing. The Sierra Club subsequently submitted a written request to the BLNR for a contested case hearing on the continuation of the revocable permits, which the BLNR denied on December 9, 2022. On November 29, 2022, the Sierra Club filed an appeal of the BLNR’s decisions to deny its oral request for a contested case hearing and to continue the revocable permits for 2023 and on December 15, 2022, the Sierra Club amended its appeal to also challenge the BLNR’s denial of its written request for a contested case hearing. On June 16, 2023, the Circuit Court entered its Decision on Appeal; and Interim Modification of Permits Pursuant to HRS 91-14(g) in which the court concluded that the Sierra Club was again entitled to a contested case hearing on the continuation of the revocable permits for calendar year 2023. The court also modified the BLNR’s decision to continue the revocable permits by reducing the cap to 31.5 million gallons per day. A&B/EMI filed motions to increase the modified cap and for leave to take an immediate appeal. On August 11, 2023, the court entered its order denying A&B/EMI’s motion for leave to take an immediate appeal. On September 8, 2023, the court entered its ruling denying without prejudice A&B/EMI’s motion to increase the modified cap. On August 17, 2023, Sierra Club filed its First Motion to Modify Permits, asking the court to impose conditions on the revocable permits requiring A&B/EMI to determine the water needs of the County of Maui Fire Department and to line one reservoir, which the court granted in
part, ordering the parties to meet with the County of Maui Fire Department to discuss the Department’s water needs. In January 2024, the court entered final judgment in this case. In February 2024, A&B/EMI and BLNR filed separate notices of appeal with the Hawaii Intermediate Court of Appeals.
On December 8, 2023, the BLNR issued a new revocable permit to the Company for calendar year 2024. On that same date, after the BLNR voted to grant the new revocable permit to the Company, Sierra Club made an oral request for a contested case hearing and, on December 18, 2023, filed a written request for the same. On December 13, 2024, the BLNR denied Sierra Club’s requests for a contested case hearing.
On December 13, 2024, the BLNR issued a new revocable permit to the Company for calendar year 2025. On that same date, prior to the BLNR’s vote to grant the new revocable permit to the Company, Sierra Club made an oral and written request for a contested case hearing, and Na Moku Aupuni O Ko‘olau Hui made an oral request for a contested case hearing. The BLNR voted to deny both requests.
On January 9, 2025, Sierra Club filed an appeal of the BLNR’s decision denying its request for a contested case hearing as well as challenging the merits of the BLNR’s decision to issue the new revocable permit for calendar year 2025. On January 10, 2025, Na Moku Aupuni O Ko‘olau Hui filed an appeal of the BLNR’s decision denying its oral request for a contested case hearing as well as challenging the merits of the BLNR’s decision to issue the new revocable permit for calendar year 2025.
In connection with A&B’s obligation to continue the existing process to secure a long-term water lease from the State, A&B and EMI will defend against the remaining claims made by the Sierra Club.
In addition to the litigation described above, the Company is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses. While the outcomes of such litigation and claims cannot be predicted with certainty, in the opinion of management after consultation with counsel, the reasonably possible losses would not have a material effect on the Company's consolidated financial statements as a whole.
Further note that certain of the Company's properties and assets may become the subject of other types of claims and assessments at various times (e.g., environmental matters based on normal operations of such assets). Depending on the facts and circumstances surrounding such potential claims and assessments, the Company records an accrual if it is deemed probable that a liability has been incurred and the amount of loss can be reasonably estimated/valued as of the date of the financial statements.
8. Revenue and Contract Balances
The Company generates revenue through its Commercial Real Estate and Land Operations segments. Through its Commercial Real Estate segment, the Company owns and operates a portfolio of commercial real estate properties and generates income (i.e., revenue) as a lessor through leases of such assets. Refer to Note 9 – Leases - The Company as a Lessor for further discussion of lessor income recognition. The Land Operations segment generates revenue from contracts with customers. The Company further disaggregates revenue from contracts with customers by revenue type when appropriate if the Company believes disaggregation best depicts how the nature, amount, timing, and uncertainty of the Company's revenue and cash flows are affected by economic factors. Revenue by type for the three months ended March 31, 2025 and 2024, was as follows (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Revenues: | | | | | | | | |
Commercial Real Estate | | | | | | $ | 51,043 | | | $ | 48,888 | |
Land Operations: | | | | | | | | |
Development sales revenue | | | | | | — | | | 2,455 | |
Unimproved/other property sales revenue | | | | | | 2,533 | | | 9,625 | |
Other operating revenue | | | | | | 162 | | | 234 | |
Land Operations | | | | | | 2,695 | | | 12,314 | |
Total revenues | | | | | | $ | 53,738 | | | $ | 61,202 | |
| | | | | | | | |
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of March 31, 2025 and December 31, 2024 (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2025 | | December 31, 2024 |
Accounts receivable | | $ | 6,670 | | | $ | 5,398 | |
Allowances (credit losses and doubtful accounts) | | (1,728) | | | (1,701) | |
Accounts receivable, net of allowance for credit losses and allowance for doubtful accounts | | $ | 4,942 | | | $ | 3,697 | |
| | | | |
Variable consideration1 | | $ | 62,000 | | | $ | 62,000 | |
Prepaid rent | | 8,754 | | | 6,077 | |
Other deferred revenue | | 4,331 | | | 4,385 | |
Deferred revenue | | $ | 75,085 | | | $ | 72,462 | |
| | | | |
1 Variable consideration deferred as of the end of the periods related to amounts received in the sale of agricultural land on Maui in 2018 that, under revenue recognition guidance, could not be included in the transaction price. |
| | | | |
For the three months ended March 31, 2025, the Company recognized less than $0.1 million in revenue related to the Company's variable consideration and other deferred revenue reported as of December 31, 2024.
9. Leases - The Company as a Lessor
The Company leases real estate property to tenants under operating leases and sales-type leases. Such activity is primarily composed of operating leases within its CRE segment.
The historical cost of, and accumulated depreciation on, leased property under operating leases as of March 31, 2025, and December 31, 2024, were as follows (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2025 | | December 31, 2024 |
Leased property - real estate | | $ | 1,643,135 | | | $ | 1,638,098 | |
Less: accumulated depreciation | | (263,125) | | | (255,483) | |
Property under operating leases - net | | $ | 1,380,010 | | | $ | 1,382,615 | |
During the three months ended March 31, 2025, the Company entered into a ground lease agreement for a 4.7-acre land parcel located within Maui Business Park. Management evaluated the agreement in accordance with ASC 842 and determined that it
met the criteria for classification as a sales-type lease. Accordingly, $5.0 million of land was derecognized and the present value of the future lease payments and the unguaranteed residual value of $9.2 million was recorded as Investments in sales-type leases, net in the Company's condensed consolidated balance sheets as of March 31, 2025. As a result, the Company recognized $4.1 million in selling profit from sales-type leases within Gain (loss) on commercial real estate transactions in the Company's condensed consolidated statements of operations during the three months ended March 31, 2025.
The components of the Company's investments in sales-type leases, net as of March 31, 2025 was as follows (in thousands):
| | | | | | | | |
| | March 31, 2025 |
Present value of lease payments | | $ | 9,219 | |
Unguaranteed residual assets | | 14 | |
Investment in sales-type leases | | 9,233 | |
Less: CECL sales-type leases | | (17) | |
Investments in sales-type leases, net | | $ | 9,216 | |
Rental income (i.e., revenue) under operating leases and sales-type leases during the three months ended March 31, 2025 and 2024, were as follows (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Operating leases: | | | | | | | | |
Lease payments | | | | | | $ | 34,398 | | | $ | 33,612 | |
Variable lease payments | | | | | | 17,006 | | | 15,649 | |
Revenues deemed uncollectible, net | | | | | | (341) | | | (216) | |
Total rental income from operating leases | | | | | | $ | 51,063 | | | $ | 49,045 | |
| | | | | | | | |
Sales-type leases: | | | | | | | | |
Interest income | | | | | | $ | 67 | | | $ | — | |
Provision for credit losses on sales-type leases | | | | | | (17) | | | — | |
Total rental income from sales-type leases | | | | | | $ | 50 | | | $ | — | |
Contractual future lease payments to be received on non-cancelable operating leases as of March 31, 2025, were as follows (in thousands):
| | | | | | | | |
| | Operating |
2025 | | $ | 103,902 | |
2026 | | 128,240 | |
2027 | | 114,900 | |
2028 | | 96,698 | |
2029 | | 78,324 | |
2030 | | 64,836 | |
Thereafter | | 506,255 | |
Total future lease payments to be received | | $ | 1,093,155 | |
Minimum undiscounted lease payments to be received under our sales-type leases as of March 31, 2025, were as follows (in thousands):
| | | | | | | | |
| | Sales-Type |
2025 | | $ | — | |
2026 | | — | |
2027 | | 417 | |
2028 | | 725 | |
2029 | | 743 | |
2030 | | 762 | |
Thereafter | | 141,291 | |
Total future undiscounted lease payments to be received | | $ | 143,938 | |
Less: imputed interest | | (134,719) | |
Total present value of lease payments | | $ | 9,219 | |
Unguaranteed residual assets | | 14 | |
Total investment in sales-type leases | | $ | 9,233 | |
10. Leases - The Company as a Lessee
There have been no material changes from the Company's leasing activities as a lessee described in Note 13 to the consolidated financial statements included in Item 8 of the Company's 2024 Form 10-K. The following table provides information about the Company's operating lease costs and finance lease costs recognized during the three months ended March 31, 2025 and 2024, (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Operating lease cost | | | | | | $ | 623 | | | $ | 477 | |
Finance lease cost: | | | | | | | | |
Amortization of right-of-use assets | | | | | | 92 | | | 71 | |
Interest on lease liabilities | | | | | | 56 | | | 48 | |
Total lease cost - operating and finance leases | | | | | | $ | 771 | | | $ | 596 | |
11. Share-based Payment Awards
The 2022 Incentive Compensation Plan ("2022 Plan") allows for the granting of stock options, stock appreciation rights, stock awards, restricted stock units, dividend equivalent rights, and other awards. The shares of common stock authorized to be issued under the 2022 Plan are to be drawn from the shares of the Company's authorized but unissued common stock or from shares of its common stock that the Company acquired, including shares purchased on the open market or private transactions.
During the three months ended March 31, 2025, the Company granted approximately 271,900 of restricted stock unit awards with a weighted average grant date fair value of $19.21. During the three months ended March 31, 2024, the Company granted approximately 310,100 of restricted stock unit awards with a weighted average grant date fair value of $17.91.
The fair value of the Company's time-based and performance-based awards was determined using the Company's stock price on the grant date. The fair value of the Company's market-based awards was estimated using the Company's stock price on the date of grant and the probability of vesting using a Monte Carlo simulation. The Monte Carlo simulation was performed with the following weighted-average assumptions:
| | | | | | | | | | | | | | |
| | 2025 Grants | | 2024 Grants |
Volatility of A&B common stock | | 24.4% | | 27.4% |
Average volatility of peer companies | | 29.8% | | 29.9% |
Risk-free interest rate | | 4.3% | | 4.0% |
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 thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Share-based expense: | | | | | | | | |
Time-based and market-based restricted stock units | | | | | | $ | 1,370 | | | $ | 1,126 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
12. Income Taxes
The Company has been organized and operates in a manner that enables it to qualify, and management believes it will continue to qualify, as a REIT for federal income tax purposes.
As of March 31, 2025, tax years 2021 and later are open to audit by the tax authorities. Management believes the result of any potential audits will not have a material adverse effect on its results of operations, financial condition, or liquidity.
13. 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.
The following table provides a reconciliation of income (loss) from continuing operations to net income (loss) from continuing operations available to A&B common shareholders and net income (loss) available to A&B common shareholders (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Income (loss) from continuing operations | | | | | | $ | 21,294 | | | $ | 20,238 | |
| | | | | | | | |
| | | | | | | | |
Distributions and allocations to participating securities | | | | | | — | | | (8) | |
Income (loss) from continuing operations available to A&B shareholders | | | | | | 21,294 | | | 20,230 | |
Income (loss) from discontinued operations | | | | | | 139 | | | (256) | |
| | | | | | | | |
Net income (loss) available to A&B common shareholders | | | | | | $ | 21,433 | | | $ | 19,974 | |
The number of shares used to compute basic and diluted earnings per share is as follows (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Denominator for basic EPS - weighted average shares outstanding | | | | | | 72,683 | | | 72,545 | |
Effect of dilutive securities: | | | | | | | | |
Restricted stock unit awards | | | | | | 137 | | | 121 | |
| | | | | | | | |
Denominator for diluted EPS - weighted average shares outstanding | | | | | | 72,820 | | | 72,666 | |
The number of anti-dilutive securities, excluded from the calculation of diluted earnings per common share, consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
Number of anti-dilutive securities | | | | | | 66 | | | 100 | |
14. Accumulated Other Comprehensive Income (Loss)
For the three months ended March 31, 2025, other comprehensive income (loss) principally includes unrealized interest rate hedging gains and losses and associated reclassification adjustments to interest expense. The components of Accumulated other comprehensive income (loss), net of taxes, were as follows as of March 31, 2025, and December 31, 2024, (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2025 | | December 31, 2024 |
Post-retirement plans | | $ | 382 | | | $ | 382 | |
Non-qualified benefit plans | | (15) | | | (15) | |
Interest rate swaps | | 2,139 | | | 5,767 | |
Accumulated other comprehensive income (loss) | | $ | 2,506 | | | $ | 6,134 | |
The changes in Accumulated other comprehensive income (loss) by component for the three months ended March 31, 2025, were as follows (in thousands, net of taxes):
| | | | | | | | | | | | | | | | | | | | |
| | Employee Benefit Plans | | Interest Rate Swap | | Total |
Balance, January 1, 2025 | | $ | 367 | | | $ | 5,767 | | | $ | 6,134 | |
Other comprehensive income (loss) before reclassifications, net of taxes of $0 | | — | | | (3,083) | | | (3,083) | |
Amounts reclassified from accumulated other comprehensive income (loss)1 | | — | | | (545) | | | (545) | |
| | | | | | |
Other comprehensive income (loss), net of taxes | | — | | | (3,628) | | | (3,628) | |
Balance, March 31, 2025 | | $ | 367 | | | $ | 2,139 | | | $ | 2,506 | |
1 Amounts reclassified from Accumulated other comprehensive income (loss) related to interest rate swap settlements are presented as an adjustment to Interest expense in the Condensed Consolidated Statements of Operations. Amounts reclassified from Accumulated other comprehensive income (loss) related to employee benefit plan items are presented as part of Interest and other income (expense), net in the Condensed Consolidated Statements of Operations.
15. Segment Information
Operating segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company's CODM is the chief executive officer. The Company operates and reports on two segments: Commercial Real Estate and Land Operations.
Reportable segment information for the three months ended March 31, 2025 and 2024, is summarized below (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 | | |
Commercial Real Estate | | | | | | | | | | |
Revenue from external customers | | | | | | $ | 51,043 | | | $ | 48,888 | | | |
Intersegment revenue | | | | | | — | | | 6 | | | |
Total segment revenue | | | | | | 51,043 | | | 48,894 | | | |
Less: | | | | | | | | | | |
Operating costs and expenses | | | | | | 13,375 | | | 12,582 | | | |
Property taxes | | | | | | 3,639 | | | 3,863 | | | |
Depreciation and amortization | | | | | | 9,158 | | | 8,975 | | | |
Selling, general, and administrative | | | | | | 1,453 | | | 1,552 | | | |
| | | | | | | | | | |
Other segment items1 | | | | | | (8) | | | (59) | | | |
Commercial Real Estate segment operating profit | | | | | | $ | 23,426 | | | $ | 21,981 | | | |
| | | | | | | | | | |
Land Operations | | | | | | | | | | |
Revenue from external customers | | | | | | $ | 2,695 | | | $ | 12,314 | | | |
| | | | | | | | | | |
Total segment revenue | | | | | | 2,695 | | | 12,314 | | | |
Less: | | | | | | | | | | |
Development cost of sales | | | | | | — | | | 1,489 | | | |
Unimproved/other property land cost of sales | | | | | | 293 | | | 1,646 | | | |
Other operating costs and expenses2 | | | | | | 601 | | | 1,664 | | | |
| | | | | | | | | | |
Selling, general, and administrative | | | | | | 227 | | | 320 | | | |
(Gain) loss from disposals, net | | | | | | (218) | | | (23) | | | |
(Income) loss related to joint ventures | | | | | | (3,025) | | | (698) | | | |
Other segment items3 | | | | | | (33) | | | (15) | | | |
Land Operations segment operating profit | | | | | | $ | 4,850 | | | $ | 7,931 | | | |
| | | | | | | | | | |
Operating Profit (Loss) | | | | | | | | | | |
Commercial Real Estate | | | | | | $ | 23,426 | | | $ | 21,981 | | | |
Land Operations | | | | | | 4,850 | | | 7,931 | | | |
Total operating profit (loss) | | | | | | 28,276 | | | 29,912 | | | |
Gain (loss) on commercial real estate transactions | | | | | | 4,103 | | | — | | | |
Interest expense | | | | | | (5,802) | | | (5,510) | | | |
Corporate and other expense | | | | | | (5,322) | | | (4,164) | | | |
Income (Loss) from Continuing Operations Before Income Taxes | | | | | | $ | 21,255 | | | $ | 20,238 | | | |
1 Commercial Real Estate other segment items includes interest income and gain (loss) on fixed asset disposals.
2 Intersegment expenses were immaterial for the three months ended March 31, 2025 and 2024, and are included within other operating costs and expenses.
3 Land Operations other segment items includes interest income related to seller financing receivables from the sales of unimproved legacy property or development parcels and expenses related to non-qualified plan and other post-retirement benefits related to legacy operations.
16. Subsequent Events
On April 22, 2025, the Company's Board of Directors declared a cash dividend of $0.225 per share on outstanding common stock, payable on July 9, 2025, to shareholders of record as of the close of business on June 13, 2025.
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. ("A&B" or the "Company") 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, 2024, ("2024 Form 10-K") filed with the U.S. Securities and Exchange Commission ("SEC").
Throughout this quarterly report on Form 10-Q, references to "we," "our," "us" and "our Company" refer to Alexander & Baldwin, Inc., together with its consolidated subsidiaries.
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 and 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, the evaluation of alternatives by the Company related to its remaining legacy assets, and the risk factors discussed in Part I, Item 1A of the Company's most recent Form 10-K under the heading "Risk Factors", 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 and Objective
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides additional material information about the Company's business, recent developments and financial condition; its results of operations at a consolidated and segment level; its liquidity and capital resources including an evaluation of the amounts and certainty of cash flows from operations and from outside sources; and how certain accounting principles, policies and estimates affect its financial statements. MD&A is organized as follows:
•Business Overview: This section provides a general description of the Company's business, as well as recent developments that management 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 the Company's consolidated results of operations for the three months ended March 31, 2025, as compared to the corresponding period of the preceding fiscal year.
•Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of the Company's results of operations by business segment for the three months ended March 31, 2025, as compared to the corresponding period of the preceding fiscal year.
•Use of Non-GAAP Financial Measures: This section provides a discussion of the Company's non-GAAP financial measures included in this report and presents quantitative reconciliations between the non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. It also describes why management believes that presentation of the non-GAAP financial measure provides useful information to investors regarding the Company's financial condition and results of operations and, to the extent material, describes additional purposes for which the Company uses the non-GAAP financial measures.
•Liquidity and Capital Resources: This section provides a discussion of any material changes in the Company's liquidity, financial condition and cash flows, including a discussion of any material changes in the Company's ability to fund its future commitments and ongoing operating activities in the short-term (i.e., over the next twelve months from the most recent fiscal period end) and in the long-term (i.e., beyond the next twelve months) through internal and external sources of capital, as compared to the end of preceding fiscal year ended December 31, 2024. It includes an evaluation of the amounts and certainty of cash flows from operations and from outside sources.
•Other Matters: This section identifies and summarizes other matters to be discussed in Item 2 of this report including any changes in the significant judgments or critical accounting estimates on the part of management in preparing the Company's consolidated financial statements that may materially impact the Company's reported results of operations and financial condition from the end of the preceding fiscal year ended December 31, 2024, the potential impact of recently issued accounting pronouncements and other miscellaneous matters as needed.
Amounts in the MD&A are rounded to the nearest thousand. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.
Business Overview
Reportable segments
The Company operates two segments: Commercial Real Estate and Land Operations. A description of each of the Company's reporting segments is as follows:
•Commercial Real Estate ("CRE") - This segment functions as a vertically integrated real estate investment company with core competencies in property management and in-house leasing (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); investments and acquisitions (i.e., identifying opportunities and acquiring properties); and construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties). The Company's preferred asset classes include improved properties in retail and industrial spaces, and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i communities. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create places that enhance the lives of Hawai‘i residents and to provide venues and opportunities that enable its tenants to thrive. Income from this segment is principally generated by owning, operating, and leasing real estate assets.
•Land Operations - This segment includes the Company's legacy landholdings, joint venture investments, and liabilities that are subject to the Company's simplification and monetization effort. Financial results from this segment are principally derived from real estate development and unimproved land sales and joint venture activity.
Consolidated Results of Operations
The following analysis of the consolidated financial condition and results of operations of the Company and its subsidiaries should be read in conjunction with the condensed consolidated financial statements and related notes thereto.
Financial results - First quarter of 2025 compared with 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(amounts in thousands, except percentage and per share data; unaudited) | | Three Months Ended March 31, | | 2025 vs 2024 |
| 2025 | | 2024 | | $ | | % |
Operating revenue | | $ | 53,738 | | | $ | 61,202 | | | $ | (7,464) | | | (12.2) | % |
Cost of operations | | (27,063) | | | (30,203) | | | 3,140 | | | 10.4 | % |
Selling, general, and administrative | | (6,990) | | | (7,239) | | | 249 | | | 3.4 | % |
Gain (loss) on commercial real estate transactions | | 4,103 | | | — | | | 4,103 | | | NM |
Gain (loss) on disposal of assets, net | | 193 | | | 23 | | | 170 | | | 7X |
Operating income (loss) | | 23,981 | | | 23,783 | | | 198 | | | 0.8 | % |
Income (loss) related to joint ventures | | 3,025 | | | 698 | | | 2,327 | | | 3X |
| | | | | | | | |
Interest and other income (expense), net | | 51 | | | 1,267 | | | (1,216) | | | (96.0) | % |
Interest expense | | (5,802) | | | (5,510) | | | (292) | | | (5.3) | % |
Income tax benefit (expense) | | 39 | | | — | | | 39 | | | NM |
Income (loss) from continuing operations | | 21,294 | | | 20,238 | | | 1,056 | | | 5.2 | % |
Income (loss) from discontinued operations (net of income taxes) | | 139 | | | (256) | | | 395 | | | NM |
Net income (loss) | | $ | 21,433 | | | $ | 19,982 | | | 1,451 | | | 7.3 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Basic Earnings (Loss) Per Share of Common Stock: | | | | | | | | |
Basic earnings (loss) per share - continuing operations | | $ | 0.29 | | | $ | 0.28 | | | $ | 0.01 | | | 3.6 | % |
Basic earnings (loss) per share - discontinued operations | | — | | | — | | | — | | | — | % |
| | $ | 0.29 | | | $ | 0.28 | | | $ | 0.01 | | | 3.6 | % |
Diluted Earnings (Loss) Per Share of Common Stock: | | | | | | | | |
Diluted earnings (loss) per share - continuing operations | | $ | 0.29 | | | $ | 0.28 | | | $ | 0.01 | | | 3.6 | % |
Diluted earnings (loss) per share - discontinued operations | | — | | | — | | | — | | | — | % |
| | $ | 0.29 | | | $ | 0.28 | | | $ | 0.01 | | | 3.6 | % |
| | | | | | | | |
Continuing operations available to A&B common shareholders | | $ | 21,294 | | | $ | 20,230 | | | $ | 1,064 | | | 5.3 | % |
Discontinued operations available to A&B common shareholders | | 139 | | | (256) | | | 395 | | | NM |
Net income (loss) available to A&B common shareholders | | $ | 21,433 | | | $ | 19,974 | | | $ | 1,459 | | | 7.3 | % |
| | | | | | | | |
| | | | | | | | |
Funds From Operations ("FFO")1 | | $ | 26,346 | | | $ | 29,205 | | | $ | (2,859) | | | (9.8) | % |
Adjusted FFO1 | | $ | 22,286 | | | $ | 25,530 | | | $ | (3,244) | | | (12.7) | % |
| | | | | | | | |
FFO per diluted share | | $ | 0.36 | | | $ | 0.40 | | | $ | (0.04) | | | (10.0) | % |
Weighted average diluted shares outstanding (FFO/Adjusted FFO)2 | | 72,820 | | | 72,666 | | | | | |
| | | | | | | | |
1 For definitions of capitalized terms and a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures, refer to page 30. |
2 May differ from figure used in the consolidated statements of operations based on differing dilutive effects for net income (loss) versus FFO/Adjusted FFO. |
The causes of material changes in the condensed consolidated statements of operations for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, are described below or in the Analysis of Operating Revenue and Profit by Segment sections below.
Operating revenue during the first quarter ended March 31, 2025, decreased 12.2%, or $7.5 million, to $53.7 million, due primarily to lower revenues from the Land Operations segment's land sales, partially offset by higher revenue from the Commercial Real Estate segment.
Cost of operations during the first quarter ended March 31, 2025, decreased 10.4%, or $3.1 million, to $27.1 million, due primarily to the Land Operations segment's lower cost of sales associated with land sales.
Gain (loss) on commercial real estate transactions of $4.1 million during the first quarter ended March 31, 2025, is related to a ground lease agreement that the Company entered into during the current quarter for a 4.7-acre land parcel located within Maui Business Park, which met the criteria for classification as a sales-type lease. Accordingly, the Company derecognized the land and recognized $4.1 million in selling profit from sales-type leases.
Income (loss) related to joint ventures during the first quarter ended March 31, 2025, increased $2.3 million, to $3.0 million, due primarily to income from a legacy real estate joint venture related to a release of reserves held at the joint venture and higher earnings from the Company's unconsolidated investment in a materials company.
Interest and other income (expense), net during the first quarter ended March 31, 2025, decreased $1.2 million, to $0.1 million due primarily to a gain on the fair value adjustment for two forward interest rate swaps, partially offset by a one-time financing charge, in the first quarter of 2024.
Analysis of Operating Revenue and Profit by Segment
The following analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto.
Commercial Real Estate
Financial results - First quarter of 2025 compared with 2024
Results of operations for the first quarter ended March 31, 2025 and 2024, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(amounts in thousands, except percentage data; unaudited) | | Three Months Ended March 31, | | 2025 vs 2024 |
| 2025 | | 2024 | | $ | | % |
Commercial Real Estate operating revenue | | $ | 51,043 | | | $ | 48,888 | | | $ | 2,155 | | | 4.4 | % |
Commercial Real Estate operating costs and expenses | | (26,169) | | | (25,416) | | | (753) | | | (3.0) | % |
Selling, general, and administrative | | (1,456) | | | (1,556) | | | 100 | | | 6.4 | % |
Intersegment operating revenue1 | | — | | | 6 | | | (6) | | | (100.0) | % |
| | | | | | | | |
| | | | | | | | |
Interest and other income (expense), net | | 8 | | | 59 | | | (51) | | | (86.4) | % |
Commercial Real Estate operating profit (loss) | | $ | 23,426 | | | $ | 21,981 | | | $ | 1,445 | | | 6.6 | % |
| | | | | | | | |
Net Operating Income ("NOI")2 | | $ | 33,228 | | | $ | 31,764 | | | $ | 1,464 | | | 4.6 | % |
| | | | | | | | |
Same-Store Net Operating Income ("Same-Store NOI")2 | | $ | 32,389 | | | $ | 31,090 | | | $ | 1,299 | | | 4.2 | % |
Gross leasable area ("GLA") in square feet ("SF") for improved properties at end of period | | 3,974 | | | 3,932 | | | 42 | | | 1 | % |
| | | | | | | | |
1 Intersegment operating revenue for Commercial Real Estate is primarily from the Land Operations segment and is eliminated in the consolidated results of operations. |
2 For a discussion of management's use of non-GAAP financial measures and the required reconciliation of non-GAAP measures to GAAP measures, refer to page 30. |
Commercial Real Estate operating revenue increased 4.4% or $2.2 million, to $51.0 million for the first quarter ended March 31, 2025, as compared to the first quarter ended March 31, 2024. Operating profit increased 6.6%, or $1.4 million, to $23.4 million for the first quarter ended March 31, 2025, as compared to the first quarter ended March 31, 2024. The increase in operating revenue and operating profit from the prior year period was primarily driven by higher rental and recovery revenue, partially offset by higher property operating costs.
Commercial Real Estate portfolio additions, transfers, and dispositions
During the three months ended March 31, 2025, the Company's transfers of commercial real estate properties were as follows (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Transfers In |
Property | | Location | | Date (Month/Year) | | Purchase Price | | GLA (SF) |
Maui Business Park - 4.7-acre parcel subject to ground lease | | Maui | | 03/2025 | | N/A1 | | N/A2 |
1 Represents an intercompany transaction. Land and land improvements transferred from Land Operations segment. During the three months ended March 31, 2025, the Company entered into a ground lease agreement for the transferred land, and the agreement was determined to meet the classification as a sales-type lease. |
2 Transfer of land and land improvements only. |
The Company made no acquisitions nor dispositions of CRE improved properties or ground lease interests in land during the three months ended March 31, 2025.
Leasing activity
During the first quarter ended March 31, 2025, the Company signed 10 new leases and 32 renewal leases for its improved properties across its retail, industrial, and office asset classes, covering 236,800 square feet of GLA. The 10 new leases consist of 78,200 square feet with an average annual base rent of $16.34 per-square-foot. Of the 10 new leases, 6 leases with a total GLA of 14,500 square feet were considered comparable (i.e., renewals, for the same units, or new leases executed for units that have been vacated in the previous 12 months for comparable space and comparable lease terms) and, for these 6 leases, resulted in an 34.6% average base rent increase over comparable expiring leases. The 32 renewal leases consist of 158,600 square feet with an average annual base rent of $27.58 per square foot. Of the 32 renewal leases, 27 leases with a total GLA of 87,900 square feet were considered comparable and resulted in an 6.4% average base rent increase over comparable expiring leases. The Company signed one new ground lease during the first quarter ended March 31, 2025, which met the criteria for classification as a sales-type lease.
Leasing activity summarized by asset class for the three months ended March 31, 2025, were as follows:
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 | | |
| Leases | GLA (SF) | ABR2,4/SF | Rent Spread3 | | | | | |
Retail | 27 | 58,435 | | $ | 45.80 | | 11.1 | % | | | | | |
Industrial | 12 | 174,698 | | $ | 16.36 | | 9.5 | % | | | | | |
Office | 3 | 3,645 | | $ | 32.12 | | — | % | | | | | |
Subtotal - Improved properties | 42 | 236,778 | | $ | 23.86 | | 10.2 | % | | | | | |
Ground5 | 1 | N/A1 | $ | 0.7 | | N/A | | | | | |
1 Not applicable for ground leases as such leases would not be comparable from a GLA (SF) perspective |
2Annualized Base Rent ("ABR") is the first month's contractual base rent multiplied by 12. Base rent is presented without consideration of percentage rent that may, in some cases, be significant.
|
3 Rent spread is calculated for comparable leases, a subset of the total population of leases for the period presented (described above). |
4 ABR, in millions, is presented for ground leases. |
5 During the three months ended March 31, 2025, the Company entered into a non-comparable ground lease for a 4.7-acre land parcel located within Maui Business Park. As rent has not yet commenced for the lease, the ABR presented is the expected economic ABR. | | | | | |
Occupancy
The Company reports three types of occupancy: "Leased Occupancy," "Physical Occupancy," and "Economic Occupancy."
The Leased Occupancy percentage calculates the square footage leased (i.e., the space has been committed to by a lessee under a signed lease agreement) as a percentage of total available improved property square footage as of the end of the period reported.
The Physical Occupancy percentage calculates the square footage leased and commenced (i.e., measured when the lessee has physical access to the space) as a percentage of total available improved property space at the end of the period reported.
The Economic Occupancy percentage calculates the square footage under leases for which the lessee is contractually obligated to make lease-related payments (i.e., subsequent to the rent commencement date) to total available improved property square footage as of the end of the period reported.
| | | | | | | | | | | | | | | | | | | | |
| | As of | | As of | | Basis Point Change |
| | March 31, 2025 | | March 31, 2024 | |
Leased Occupancy | | 95.4% | | 94.0% | | 140 |
Physical Occupancy | | 95.2% | | 93.5% | | 170 |
Economic Occupancy | | 93.9% | | 92.3% | | 160 |
For further context, the Company's Leased Occupancy and Economic Occupancy metrics for its improved portfolio summarized by asset class – and the corresponding occupancy metrics for a category of properties that were owned and operated for the entirety of the prior calendar year and current period, to date ("Same-Store" as more fully described below) – as of March 31, 2025 and 2024, were as follows:
| | | | | | | | | | | | | | | | | | | | |
Leased Occupancy |
| | As of | | As of | | Basis Point Change |
| | March 31, 2025 | | March 31, 2024 | |
Retail | | 95.2% | | 93.2% | | 200 |
Industrial | | 97.3% | | 96.8% | | 50 |
Office | | 79.5% | | 83.9% | | (440) |
Total Leased Occupancy | | 95.4% | | 94.0% | | 140 |
| | | | | | | | | | | | | | | | | | | | |
Economic Occupancy |
| | As of | | As of | | Basis Point Change |
| | March 31, 2025 | | March 31, 2024 | |
Retail | | 93.2% | | 91.2% | | 200 |
Industrial | | 97.1% | | 95.7% | | 140 |
Office | | 76.2% | | 83.3% | | (710) |
Total Economic Occupancy | | 93.9% | | 92.3% | | 160 |
| | | | | | | | | | | | | | | | | | | | |
Same-Store Leased Occupancy |
| | As of | | As of | | Basis Point Change |
| | March 31, 2025 | | March 31, 2024 | |
Retail | | 95.4% | | 94.7% | | 70 |
Industrial | | 97.5% | | 96.9% | | 60 |
Office | | 96.2% | | 94.4% | | 180 |
Total Same-Store Leased Occupancy | | 96.1% | | 95.4% | | 70 |
| | | | | | | | | | | | | | | | | | | | |
Same-Store Economic Occupancy |
| | As of | | As of | | Basis Point Change |
| | March 31, 2025 | | March 31, 2024 | |
Retail | | 93.4% | | 92.6% | | 80 |
Industrial | | 97.2% | | 95.7% | | 150 |
Office | | 96.2% | | 94.4% | | 180 |
Total Same-Store Economic Occupancy | | 94.7% | | 93.7% | | 100 |
Land Operations
Trends, events and uncertainties
The asset class mix of Land Operations segment real estate sales in any given period can be diverse and may include 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.
Operating profit reported in each period for the Land Operations segment 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 may result in higher margins than the sale of developed property due to the low historical cost basis of the Company's legacy landholdings.
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 amounts of real estate developments for sale on the Company's condensed consolidated balance sheet do not necessarily indicate future profitability trends for this segment.
Financial results - First quarter of 2025 compared with 2024
Results of operations for the first quarter ended March 31, 2025 and 2024, were as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
(amounts in thousands; unaudited) | | 2025 | | 2024 |
Development sales revenue | | $ | — | | | $ | 2,455 | |
Unimproved/other property sales revenue | | 2,533 | | | 9,625 | |
Other operating revenue1 | | 162 | | | 234 | |
Total Land Operations operating revenue | | 2,695 | | | 12,314 | |
Land Operations operating costs and expenses2 | | (894) | | | (4,799) | |
Selling, general, and administrative | | (227) | | | (320) | |
Gain (loss) from disposals, net | | 218 | | | 23 | |
| | | | |
| | | | |
Earnings (loss) from joint ventures | | 3,025 | | | 698 | |
| | | | |
Interest and other income (expense), net | | 33 | | | 15 | |
Total Land Operations operating profit (loss) | | $ | 4,850 | | | $ | 7,931 | |
| | | | |
1 Other operating revenue includes revenue related to licensing and leasing of legacy agricultural lands during the three months ended March 31, 2025 and 2024. |
2 Includes intersegment operating charges for Land Operations that are primarily from the Commercial Real Estate segment and are eliminated in the consolidated results of operations. |
First quarter of 2025: Land Operations operating revenue of $2.7 million and operating costs and expenses of $0.9 million during the first quarter ended March 31, 2025, are primarily related to unimproved and other land sales on the island of Maui.
Land Operations operating profit of $4.9 million for the three months ended March 31, 2025, is primarily composed of the margins from unimproved land sales, as well as equity earnings from joint ventures of $3.0 million primarily related to income from a legacy real estate joint venture related to a release of reserves held at the joint venture and higher earnings from the Company's unconsolidated investment in a materials company.
First quarter of 2024: Land Operations operating revenue of $12.3 million and operating costs and expenses of $4.8 million during the first quarter ended March 31, 2024, is primarily related to the sales of unimproved land on the islands of Maui and Kauai, as well as the sales of two development parcels at Maui Business Park.
Land Operations operating profit of $7.9 million for the three months ended March 31, 2024, is primarily composed of the margins from unimproved and development land sales and equity earnings from joint ventures of $0.7 million primarily related to the Company's unconsolidated investment in a materials company.
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' 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 operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP.
Funds from Operations and Adjusted Funds From Operations
Funds from operations (“FFO”) is a widely used supplemental non-GAAP financial measure of REITs' operating performance. FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”) and is calculated as follows: net income (loss) available to A&B common shareholders (calculated in accordance with GAAP), excluding (1) depreciation and amortization related to real estate, (2) gains and losses from the sale of certain real estate assets and selling profit or loss recognized on sales-type leases, (3) gains and losses from change in control, (4) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and (5) income (loss) from discontinued operations related to legacy business operations.
FFO serves as a supplemental measure to net income calculated in accordance with GAAP and management believes is useful for comparing the Company’s performance and operations to those of other REITs because it excludes items included in net income that do not relate to or are not indicative of its operating and financial performance, such as depreciation and amortization related to real estate, which assumes that the value of real estate assets diminishes predictably over time instead of fluctuating with market conditions, and items that can make periodic or peer analysis more difficult, such as gains and losses from the sale of CRE properties, impairment losses related to CRE properties, and income (loss) from discontinued operations. Management believes that FFO more accurately provides an investor an indication of the Company’s ability to incur and service debt, make capital expenditures and fund other needs.
Adjusted FFO is a widely recognized supplemental non-GAAP measure of REIT’s operating performance. Adjusted FFO is calculated by excluding from FFO certain items not related to ongoing property operations including share-based compensation, straight-line lease adjustments and other non-cash adjustments, such as amortization of market lease adjustments, non-cash income related to sales-type leases, debt premium or discount and deferred financing cost amortization, maintenance capital expenditures, leasing commissions, provision for current expected credit losses and other non-comparable and non-operating items, including certain gains, losses, income, and expenses related to the Company’s legacy business operations and assets.
Adjusted FFO serves as a supplemental measure to net income calculated in accordance with GAAP and management believes may be more useful than FFO in evaluating the operating performance of the Company’s properties over the long term because it excludes from FFO the effects of certain items that do not relate to or are not indicative of the Company’s ongoing property operations, and by enhancing comparability to other REITs by enabling investors and analysts to assess property operating performance in comparison to other real estate companies.
FFO and Adjusted FFO do not represent alternatives to net income calculated in accordance with GAAP and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. In addition, FFO and Adjusted FFO do not represent and should not be considered alternatives to cash generated from operating activities determined in accordance with GAAP, nor should they be used as measures of the Company’s liquidity, or cash available to fund the Company’s needs or pay distributions. FFO and Adjusted FFO should be considered only as supplements to net income as a measure of the Company’s performance.
The Company reconciles FFO and Adjusted FFO to the most directly-comparable GAAP measure, Net Income (Loss) available to A&B common shareholders. The Company's FFO and Adjusted FFO may not be comparable to such metrics reported by other REITs due to possible differences in the interpretation of the current Nareit definition used by such REITs.
Reconciliations of net income (loss) available to A&B common shareholders to FFO and Adjusted FFO for the three months ended March 31, 2025 and 2024, are as follows (in thousands):
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| | | | | | 2025 | | 2024 | | |
Net income (loss) available to A&B common shareholders | | | | | | $ | 21,433 | | | $ | 19,974 | | | |
Depreciation and amortization of commercial real estate properties | | | | | | 9,155 | | | 8,975 | | | |
Gain on commercial real estate transactions1 | | | | | | (4,103) | | | — | | | |
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(Income) loss from discontinued operations, net of income taxes | | | | | | (139) | | | 256 | | | |
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FFO | | | | | | 26,346 | | | 29,205 | | | |
Add (deduct) Adjusted FFO defined adjustments | | | | | | | | | | |
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Provision for (reversal of) current expected credit losses | | | | | | 17 | | | — | | | |
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Legacy joint venture (income) loss2 | | | | | | (3,243) | | | (698) | | | |
(Gain) loss on fair value adjustments related to interest rate swaps | | | | | | — | | | (3,675) | | | |
Non-recurring financing-related charges | | | | | | — | | | 2,350 | | | |
Amortization of share-based compensation | | | | | | 1,370 | | | 1,126 | | | |
Maintenance capital expenditures3 | | | | | | (2,076) | | | (2,018) | | | |
Leasing commissions paid | | | | | | (216) | | | (315) | | | |
Sales-type lease adjustments | | | | | | (67) | | | — | | | |
Straight-line lease adjustments | | | | | | (226) | | | (592) | | | |
Amortization of net debt premiums or discounts and deferred financing costs | | | | | | 424 | | | 243 | | | |
Favorable (unfavorable) lease amortization | | | | | | (43) | | | (96) | | | |
Adjusted FFO | | | | | | $ | 22,286 | | | $ | 25,530 | | | |
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1 Includes selling profits from a sales-type lease. | | | | | | | | |
2 Includes joint ventures engaged in legacy business activities within the Land Operations segment. |
3 Includes ongoing maintenance capital expenditures only. |
Net Operating Income and Same-Store Net Operating Income
NOI is a non-GAAP measure used internally in evaluating the unlevered performance of the Company's Commercial Real Estate portfolio. Management believes NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only the contract-based income that is realizable (i.e., assuming collectability is deemed probable) and direct property-related expenses paid or payable in cash that are incurred at the property level, as well as trends in occupancy rates, rental rates and operating costs. When compared across periods, NOI can be used to determine trends in earnings of the Company's properties as this measure is not affected by non-contract-based revenue (e.g., straight-line lease adjustments required under GAAP and amortization of lease incentives and favorable/unfavorable lease assets/liabilities); by non-cash expense recognition items (e.g., the impact of depreciation related to capitalized costs for improved properties and building/tenant space improvements, amortization of leasing commissions, or impairments); by non-cash income related to sales-type leases; or by other income, expenses, gains, or losses that do not directly relate to the Company's ownership and operations of the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income and interest and other income (expense), net). Management believes the exclusion of these items from Commercial Real Estate operating profit (loss) is useful because it provides a performance measure of the revenue and expenses directly involved in owning and operation real estate assets. NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
NOI represents total Commercial Real Estate contract-based operating revenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses paid or payable in cash. The calculation of NOI excludes the impact of depreciation and amortization (e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of leasing commissions); straight-line lease adjustments (including amortization of lease incentives); non-cash income related to sales-type leases; amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income (expense), net; selling, general, administrative and other income and expenses (not directly associated with the property); and impairment of commercial real estate assets.
The Company reports NOI and Occupancy on a Same-Store basis, which includes the results of properties that were owned, operated, and stabilized for the entirety of the prior calendar year and current reporting period, year-to-date. The Same-Store
pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or repositioning. Management judgment is involved in the classification of properties for exclusion from the same-store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation.
Management believes that reporting on a Same-Store basis provides investors with additional information regarding the operating performance of comparable assets separate from other factors (such as the effect of developments, redevelopments, acquisitions or dispositions).
To emphasize, 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. Reconciliations of Commercial Real Estate operating profit to Commercial Real Estate NOI for the three months ended March 31, 2025 and 2024, are as follows (in thousands):
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| | | | Three Months Ended March 31, |
| | | | | | 2025 | | 2024 |
CRE Operating Profit | | | | | | $ | 23,426 | | | $ | 21,981 | |
Depreciation and amortization | | | | | | 9,158 | | | 8,975 | |
Straight-line lease adjustments | | | | | | (226) | | | (592) | |
Favorable/(unfavorable) lease amortization | | | | | | (43) | | | (96) | |
Sales-type lease adjustments | | | | | | (50) | | | — | |
Termination fees and other | | | | | | (482) | | | (1) | |
Interest and other income (expense), net | | | | | | (8) | | | (59) | |
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Selling, general, and administrative | | | | | | 1,453 | | | 1,556 | |
NOI | | | | | | 33,228 | | | 31,764 | |
Less: NOI from acquisitions, dispositions, and other adjustments | | | | | | (839) | | | (674) | |
Same-Store NOI | | | | | | $ | 32,389 | | | $ | 31,090 | |
Liquidity and Capital Resources
Overview
The Company's principal sources of liquidity to meet its business requirements and plans both in the short-term (i.e., the next twelve months from March 31, 2025) and long-term (i.e., beyond the next twelve months) have generally been cash provided by operating activities; available cash and cash equivalents; and borrowing capacity under its credit facility. The Company's primary liquidity needs for its business requirements and plans have generally been supporting its known contractual obligations and also funding capital expenditures (including recent commercial real estate acquisitions and real estate developments); shareholder distributions; and working capital needs.
The Company's ability to retain outstanding borrowings and utilize remaining amounts available under its revolving credit facility will depend on its continued compliance with the applicable financial covenants and other terms of the Company's notes payable and other debt arrangements. The Company was in compliance with its financial covenants for all outstanding balances as of March 31, 2025, and intends to operate in compliance with these covenants or seek to obtain waivers or modifications to these financial covenants to enable the Company to maintain compliance in the future. However, due to various uncertainties and factors outside of Management's control, the Company may be unable to continue to maintain compliance with certain of its financial covenants. Failure to maintain compliance with its financial covenants or obtain waivers or agree to modifications with its lenders would have a material adverse impact on the Company's financial condition.
As of March 31, 2025, after the effects of interest rate swaps, the Company had $440.2 million of fixed-rate debt and $13.0 million of variable-rate debt with a total weighted average interest rate of 4.62%. Of the total debt amount of $453.2 million, $26.5 million will become due in the next twelve months. Other than in default, the Company does not have an obligation, nor the option in some cases, to prepay its fixed-rate debt prior to maturity and, as a result, interest rate fluctuations and the resulting changes in fair value would have little impact on the Company’s financial condition or results of operations unless the Company was required to refinance such debt.
Based on its current outlook, the Company believes that funds generated from cash provided by operating activities; available cash and cash equivalent balances; borrowing capacity under its revolving credit facility; and proceeds from debt financings will be sufficient to meet the needs of the Company's business requirements and plans both in the short-term (i.e., the next twelve months from March 31, 2025) and long-term (i.e., beyond the next twelve months).
Known contractual obligations
A description of material contractual commitments is contained in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the 2024 Form 10-K, and relates to the Company's Notes payable and other debt and Accrued post-retirement benefits. In addition, a description of other material cash requirements, including capital expenditures, is provided in Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of the 2024 Form 10-K, and includes contractual interest payments for Notes payable and other debt as well as amounts to be spent on contractual commitments related to development projects and building and tenant improvements.
As of March 31, 2025, there were no material changes in the Company's known contractual obligations from the end of the preceding fiscal year ended December 31, 2024. Refer to Note 5 – Notes Payable and Other Debt in this report for further discussion.
Further, a description of other commitments, contingencies and off-balance sheet arrangements is contained in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the 2024 Form 10-K. As of March 31, 2025, there have been no material changes in the Company's other commitments, contingencies and off-balance sheet arrangements from the end of the preceding fiscal year ended December 31, 2024. Refer to Note 7 – Commitments and Contingencies in this report for further discussion.
Sources of liquidity
As noted above, one of the Company's principal sources of liquidity has been operating cash flows from continuing operations. For the three months ended March 31, 2025, operating cash flows from continuing operations of $25.9 million was primarily driven by cash generated by the Commercial Real Estate segment (the Company's core business) and cash proceeds from unimproved land sales in the Land Operations segment. The Company's operating cash flows from continuing operations for the three months ended March 31, 2025, represents an increase of $9.4 million from $16.5 million for the three months ended March 31, 2024, due primarily to an increase in cash generated by the Company's Commercial Real Estate operations and operating cash distributions from joint ventures during the three months ended March 31, 2025, compounded by higher cash
paid for interest and the payment of a one-time financing charge and certain post retirement benefits during the three months ended March 31, 2024. Total cash flows in future periods may be subject to variation from the Land Operations segment due to the varying activity in completing sales on remaining legacy assets as part of the Company's continued execution on its simplification strategy and development property sales.
The Company's other primary sources of liquidity include its cash on-hand of $16.9 million as of March 31, 2025, and the Company's revolving credit and term facilities, which provide liquidity and flexibility on a short-term (i.e., the next twelve months from March 31, 2025), as well as long-term basis. With respect to the $450.0 million A&B Revolver available for general A&B purposes, as of March 31, 2025, the Company had $143.0 million of borrowings outstanding, no letters of credit issued against, and $307.0 million of available capacity.
On August 13, 2024, the Company entered into an at-the-market equity distribution agreement, or ATM Agreement, pursuant to which it may sell common stock up to an aggregate sales price of $200.0 million. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of the Company's common stock, capital needs, and the Company's determination of the appropriate sources of funding to meet such needs. As of March 31, 2025, the Company has not sold any shares under the at-the-market offering program, nor has any obligation to sell shares under the at-the-market offering program.
Other uses (or sources) of liquidity
The Company may use (or, in some periods, generate) cash through various investing activities or financing activities. Cash used in investing activities for continuing operations was $0.8 million for the three months ended March 31, 2025, as compared to $3.7 million for the three months ended March 31, 2024. Cash used in investing activities for continuing operations during the three months ended March 31, 2025, was primarily driven by capital expenditures of $4.2 million partially offset by the collection of a note receivables related to a prior year commercial real estate property disposal. Net cash used in investing activities for continuing operations during the three months ended March 31, 2024, was primarily driven by capital expenditures of $3.7 million.
As it relates to the CRE segment, the Company differentiates capital expenditures as follows (based on management's perspective on discretionary versus non-discretionary areas of spending for its CRE business):
•Ongoing Maintenance Capital Expenditures: Costs necessary to maintain building value, the current income stream, and position in the market.
•Discretionary Capital Expenditures: Property acquisition, development and redevelopment activity, and tenant improvements to generate income and cash flow growth.
•Capitalized Indirect Costs: Certain costs related to the development and redevelopment of real estate properties, including: pre-construction costs; real estate taxes; insurance; construction costs; attributable interest expense; and salaries and related costs of personnel directly involved.
Capital expenditures for the respective periods for all segments were as follows (dollars in thousands, unaudited):
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| | | | Three Months Ended March 31, | | |
| | | | | | 2025 | | 2024 | | |
Capital expenditures for real estate | | | | | | | | | | |
Ongoing maintenance capital expenditures | | | | | | | | | | |
Building/area improvements | | | | | | $ | 819 | | | $ | 1,164 | | | |
Tenant space improvements | | | | | | 1,257 | | | 854 | | | |
Total ongoing maintenance capital expenditures for real estate | | | | | | 2,076 | | | 2,018 | | | |
Discretionary capital expenditures | | | | | | | | | | |
| | | | | | | | | | |
Development and redevelopment1 | | | | | | 1,048 | | | 1,022 | | | |
Tenant space improvements - nonrecurring | | | | | | 111 | | | — | | | |
Total discretionary capital expenditures for real estate | | | | | | 1,159 | | | 1,022 | | | |
Capitalized indirect costs | | | | | | 818 | | | 666 | | | |
Total capital expenditures for real estate1 | | | | | | 4,053 | | | 3,706 | | | |
Corporate and other capital expenditures | | | | | | 116 | | | 40 | | | |
Total Capital Expenditures1 | | | | | | $ | 4,169 | | | $ | 3,746 | | | |
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.
Cash used in financing activities for continuing operations was $41.3 million for the three months ended March 31, 2025, as compared to $25.2 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company's net cash outlays related to financing activities were primarily due to cash dividend payments totaling $16.5 million, repayments of secured and unsecured notes payable and other debt of $16.6 million, and net repayment of $7.0 million on the Company's revolving credit facility. During the three months ended March 31, 2024, the Company's net cash outlays related to financing activities were due primarily to cash dividend payments totaling $16.4 million and repayments of secured and unsecured notes payable and other debt of $15.4 million, partially offset by net borrowings of $9.0 million on the Company's revolving credit facility.
The Company's Board of Directors authorized the Company to repurchase up to $100.0 million of its common stock between January 1, 2024 and December 31, 2025. During the three months ended March 31, 2025, the Company did not repurchase any shares of its common stock.
Other capital resource matters
The Company frequently utilizes §1031 and §1033 of the Internal Revenue Code of 1986, as amended (the "Code"), to obtain tax-deferral treatment when qualifying real estate assets are sold or become subject to involuntary conversion and the resulting proceeds are reinvested in replacement properties within the required time period. Proceeds from potential tax-deferred sales under §1031 of the Code are held in escrow (and presented as part of Restricted cash on the consolidated balance sheets) pending future reinvestment or are returned to the Company for general use if eligibility for tax-deferral treatment based on the required time period lapses. The proceeds from involuntary conversions under §1033 of the Code are held by the Company until the funds are redeployed.
During the three months ended March 31, 2025, the Company completed one transaction that gave rise to cash proceeds from sales or involuntary conversion activity that qualified under §1031 or §1033 of the Code. As of March 31, 2025, $0.5 million from tax-deferred sales or involuntary conversions were available for use and had not yet been reinvested under §1031 or §1033 of the Code.
Trends, events and uncertainties
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including market volatility, supply chain and labor constraints, inflationary pressures, trade disputes, such as the imposition of new or increased sanctions or tariffs, changes in the local or global tourism industry, war, natural disasters or effects of climate change, or a prolonged economic downturn could adversely affect our business. The impact of an elevated federal funds rate for a prolonged period, has resulted in a tightening of credit and contributed to volatility in the banking, technology, and housing industries. The ultimate extent of the impact that these trends and events will have on the Company's business, financial condition, results of operations and liquidity and capital resources will largely depend on future developments, including the resulting impact on economic growth/recession, the impact on travel and tourism behavior and the impact on consumer confidence and discretionary and non-discretionary spending, all of which are highly uncertain and cannot be reasonably predicted.
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 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 the Company's financial statements were described in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2024 Form 10-K.
New accounting pronouncements
Refer to Notes to Consolidated Financial Statements, included in Part 1, Item 1 of this report, for a full description of the impact of recently issued accounting standards, which is incorporated herein by reference, including the expected dates of adoption and estimated effects on the Company's results of operations and financial condition.
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, 2024. There have been no material changes in the quantitative and qualitative disclosures about market risk since December 31, 2024.
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 March 31, 2025, 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 first quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under the "Legal Proceedings and Other Contingencies" section in Note 7 of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Item 1A. "Risk Factors" in the Company's most recent annual report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no equity securities sold by the Company during the period covered by this report that were not registered under the Securities Act.
In October 2023, the Company's Board of Directors authorized the Company to repurchase up to $100.0 million of its common stock beginning on January 1, 2024, and ending on December 31, 2025.
During the quarter ended March 31, 2025, the Company repurchased no shares of its common stock. As of March 31, 2025, $100 million remains available under the stock repurchase program.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the quarter ended March 31, 2025.
ITEM 6. EXHIBITS
EXHIBIT INDEX
101 The following information from Alexander & Baldwin, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; (v) Condensed Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the three months ended March 31, 2025 and 2024; and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
SIGNATURES
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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. |
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| | ALEXANDER & BALDWIN, INC. |
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April 25, 2025 | | By: /s/ Clayton K.Y. Chun |
| | Clayton K.Y. Chun |
| | Executive Vice President, Chief Financial Officer and Treasurer |
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April 25, 2025 | | By: /s/ Anthony J. Tommasino |
| | Anthony J. Tommasino |
| | Vice President and Controller |