FORM 10-Q/A
AMENDMENT TO FORM 10-Q PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Amendment: January 14, 2002
Date of Report Being Amended: August 13, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-565
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ALEXANDER & BALDWIN, INC.
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(Exact name of registrant as specified in its charter)
HAWAII 99-0032630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 3440, HONOLULU, HAWAII 96801
822 BISHOP STREET, HONOLULU, HAWAII 96813
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(Address of principal executive (Zip Code)
offices)
(808) 525-6611
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Number of shares of common stock outstanding as of
June 30, 2001: 40,569,696
EXPLANATORY NOTE:
This Form 10-Q/A amends the Form 10-Q filed by Alexander & Baldwin, Inc.
("Registrant") with the Securities and Exchange Commission for the quarter ended
June 30, 2001, to include the complete text of the first page (cover page) of
the Form 10-Q. The Registrant has made no further changes to its Form 10-Q
filed with the Securities and Exchange Commission on August 13, 2001 or to
the exhibits included with that Form 10-Q.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
The condensed financial statements and notes for the second quarter and first
six months of 2001 are presented below, with comparative figures from the 2000
financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Statements of Income
(In thousands except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Operating revenue $277,191 $284,819 $549,976 $513,384
Interest, dividends and other 16,972 4,341 20,031 8,001
-------- -------- -------- --------
Total revenue 294,163 289,160 570,007 521,385
-------- -------- -------- --------
Costs and Expenses:
Costs of goods sold, services and rentals 225,053 217,099 435,388 400,478
Selling, general and administrative 24,504 21,626 49,448 43,419
Interest 4,870 5,959 10,649 11,306
Income taxes 15,222 16,233 27,574 23,758
-------- -------- -------- --------
Total costs and expenses 269,649 260,917 523,059 478,961
-------- -------- -------- --------
Income Before Cumulative Effect of Change
in Accounting Method 24,514 28,243 46,948 42,424
Cumulative Effect of Change in Accounting
Method for Drydocking Costs (net of
income taxes of $7,668, Note d) -- -- -- 12,250
-------- -------- -------- --------
Net Income $ 24,514 $ 28,243 $ 46,948 $ 54,674
======== ======== ======== ========
Basic Earnings Per Share:
Before cumulative effect of accounting
change $ 0.61 $ 0.69 $ 1.16 $ 1.03
Accounting change (Note d) -- -- -- 0.29
-------- -------- -------- --------
Net income $ 0.61 $ 0.69 $ 1.16 $ 1.32
======== ======== ======== ========
Diluted Earnings Per Share:
Before cumulative effect of accounting
change $ 0.60 $ 0.69 $ 1.15 $ 1.03
Accounting change (Note d) -- -- -- 0.29
-------- -------- -------- --------
Net income $ 0.60 $ 0.69 $ 1.15 $ 1.32
======== ======== ======== ========
Dividends Per Share $ 0.225 $ 0.225 $ 0.450 $ 0.450
Average Number of Shares Outstanding 40,568 40,722 40,538 41,427
Outstanding
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Industry Segment Data, Net Income
(In thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Ocean Transportation $ 203,212 $ 213,584 $ 399,821 $ 413,809
Property Development and Management:
Leasing 17,490 15,287 34,586 29,805
Sales 29,155 24,987 72,239 28,039
Food Products 28,118 34,504 46,316 48,170
Other 16,188 798 17,045 1,562
--------- --------- --------- ---------
Total revenue $ 294,163 $ 289,160 $ 570,007 $ 521,385
========= ========= ========= =========
Operating Profit, Net Income:
Ocean Transportation $ 18,713 $ 27,914 $ 36,168 $ 47,807
Property Development and Management:
Leasing 8,679 7,606 17,419 14,790
Sales 3,551 18,917 15,767 19,618
Food Products 747 (2,060) 5,852 8
Other 16,107 764 16,947 1,473
--------- --------- --------- ---------
Total operating profit 47,797 53,141 92,153 83,696
Interest Expense (4,870) (5,959) (10,649) (11,306)
Corporate Expenses (3,191) (2,706) (6,982) (6,208)
--------- --------- --------- ---------
Income Before Taxes and Accounting Change 39,736 44,476 74,522 66,182
Income Taxes (15,222) (16,233) (27,574) (23,758)
--------- --------- --------- ---------
Income Before Accounting Change 24,514 28,243 46,948 42,424
Cumulative Effect of Accounting Change -- -- -- 12,250
--------- --------- --------- ---------
Net Income $ 24,514 $ 28,243 $ 46,948 $ 54,674
========= ========= ========= =========
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Balance Sheets
(In thousands)
June 30, December 31,
2001 2000
---- ----
(unaudited) (audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 308 $ 3,451
Accounts and notes receivable, net 132,531 141,553
Inventories 23,879 17,137
Real estate held for sale 11,662 19,324
Deferred income taxes 13,265 13,186
Prepaid expenses and other assets 10,821 18,736
Accrued deposits to Capital Construction Fund (2,000) (4,520)
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Total current assets 190,466 208,867
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Investments 181,055 183,141
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Real Estate Developments 59,419 62,628
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Property, at cost 1,884,927 1,808,194
Less accumulated depreciation and amortization 882,601 853,502
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Property - net 1,002,326 954,692
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Capital Construction Fund 151,322 150,405
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Other Assets 102,494 106,279
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Total $1,687,082 $1,666,012
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion of long-term
debt $ 29,500 $ 30,500
Accounts payable 64,268 63,075
Other 63,517 59,431
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Total current liabilities 157,285 153,006
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Long-term Liabilities:
Long-term debt 311,823 330,766
Post-retirement benefit obligations 44,363 44,752
Other 57,074 56,698
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Total long-term liabilities 413,260 432,216
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Deferred Income Taxes 391,935 387,139
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Shareholders' Equity:
Capital stock 33,369 33,248
Additional capital 64,732 58,007
Unrealized holding gains on securities 68,238 61,937
Retained earnings 570,233 552,637
Cost of treasury stock (11,970) (12,178)
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Total shareholders' equity 724,602 693,651
---------- ----------
Total $1,687,082 $1,666,012
========== ==========
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
Condensed Statements of Cash Flows
(In thousands)
Six Months Ended
June 30,
2001 2000
---- ----
(unaudited)
Cash Flows from Operating Activities $ 77,714 $ 43,318
---------- ----------
Cash Flows from Investing Activities:
Capital expenditures (63,363) (45,706)
Proceeds from sale of investments 16,217 --
Capital Construction Fund, net 358 1,807
Other 774 1,646
---------- ----------
Net cash used in investing activities (46,014) (42,253)
---------- ----------
Cash Flows from Financing Activities:
Proceeds from issuances of long-term debt 6,000 64,000
Payments of debt, net (26,000) (12,500)
Proceeds from short-term commercial paper borrowings, net -- 5,000
Proceeds from issuances of capital stock 3,409 51
Repurchases of capital stock -- (43,294)
Dividends paid (18,252) (18,625)
---------- ----------
Net cash used in financing activities (34,843) (5,368)
---------- ----------
Net Decrease in Cash and Cash Equivalents $ (3,143) $ (4,303)
========== ==========
Other Cash Flow Information:
Interest paid, net of amounts capitalized $ (12,187) $ (11,123)
Income taxes paid, net of refunds (18,091) (17,098)
Other Non-cash Information:
Accrued withdrawals from Capital Construction Fund, net (2,520) (1,204)
Depreciation expense (36,310) (34,478)
Tax-deferred property sales 30,843 23,056
Tax-deferred property purchases (42,257) (3,139)
Change in unrealized holding gains 6,301 (10,295)
Financial Notes
(Unaudited)
(a) The condensed balance sheet as of June 30, 2001, the condensed statements
of income for the three months and six months ended June 30, 2001 and
2000, and the condensed statements of cash flows for the six months ended
June 30, 2001 and 2000 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, but in the opinion of
management, all material adjustments necessary for the fair presentation
of interim period results have been included in the interim financial
statements.
(b) Estimated effective annual income tax rates differ from statutory rates,
primarily due to the dividends-received deduction, various tax credits and
the charitable donation of appreciated stock (See Note e).
(c) The Company's total non-owner changes in shareholders' equity consist of
net income, adjusted for unrealized holding gains (losses) on securities
(other comprehensive income). On this basis, comprehensive income for the
three months ended June 30, 2001 and 2000 was $38.4 million and $17.2
million, respectively. Comprehensive income for the six months ended June
30, 2001 and 2000 was $53.2 million and $44.4 million, respectively.
(d) The cumulative effect of an accounting change in the first quarter of 2000
related to the treatment of vessel drydocking costs. The Company changed
its method of accounting for these costs from the accrual method to the
deferral method. Drydocking costs had been accrued as a liability and an
expense on an estimated basis, in advance of the next scheduled
drydocking. Under the deferral method, actual drydocking costs are
capitalized when incurred and amortized over the period benefited. This
change was made to conform with prevailing industry accounting practices.
The cumulative effect of this accounting change, as of January 1, 2000, is
shown separately in the condensed statements of income and resulted in
income of $12,250,000 (net of income tax expense of $7,668,000), or
$0.29 per share.
The effect of this change in accounting method as of January 1, 2000, on
the Condensed Balance Sheets, was to increase Other Assets by $4,765,000,
eliminate drydocking reserves of $15,153,000, increase deferred taxes by
$7,668,000, and increase total shareholders' equity by $12,250,000. The
pro-forma effect of the change on 2000 net income is the same as the
reported amount.
(e) Investments: During the first half of 2001, the Company divested its
holdings in Pacific Century Financial Corporation ("Pacific Century")
(NYSE:BOH). This was completed through the sales, in the second quarter,
of 749,000 shares of the stock for $16,200,000 and the donations, in the
first quarter, of 360,000 shares to the Company's charitable foundation.
The fair value of the donated stock was $7.5 million and the historical
cost basis of the donated shares was approximately $500,000. The net
expense related to this contribution of $500,000 is included in the 2001
first quarter financial statements (Selling, general and administrative
Expense in the Condensed Statements of Income, and in Corporate Expenses
in the Industry Segment Data.) The after-tax gain on the sale of the
Pacific Century stock was approximately $9.4 million, or $0.23 per share.
This gain is included in the Company's 2001 second quarter financial
results in the Condensed Statements of Income under "Interest, dividends
and other" and in the Industry Segment Data under "Other."
In May 2001, BNP Paribas SA, France's largest bank, announced that,
subject to regulatory, shareholder and other approvals, it would purchase
the remaining 55 percent of BancWest Corporation ("BancWest") (NYSE:BWE)
which it did not already own. This offer was 40 percent higher than the
market price of BancWest's stock at the time of the offer. The
transaction is expected to occur during the third quarter of 2001. The
sale of the Company's holdings in BancWest, at $35 per share, would result
in an after-tax realized gain of approximately $68 million, or $1.68 per
share.
(f) Certain amounts have been reclassified to conform with the current year's
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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SECOND QUARTER AND FIRST HALF EVENTS:
Net income for the second quarter of 2001 was $24,514,000, or $0.61 per basic
share. In the second quarter of 2000, income was $28,243,000, or $0.69 per
basic share. Revenue in the second quarter of 2001 was $294,163,000, compared
with revenue of $289,160,000 in the second quarter of 2000. Second quarter
2001 net income includes a gain of $9,400,000 ($0.23 per basic share), due to
the sale of the Company's investment in Pacific Century Financial Corporation
("Pacific Century")(NYSE:BOH).
Net income for the first half of 2001 was $46,948,000, or $1.16 per basic
share, compared with $54,674,000, or $1.32 per basic share, for the first half
of 2000. The 2000 net income includes a change in accounting for vessel
drydocking costs that resulted in a one-time non-cash increase of
$12,250,000 in net income ($0.29 per basic share). This change is described
in Note (d) to the second quarter 2001 financial statements. Excluding
the change in accounting, net income rose by $4,524,000, or 11 percent,
compared with the first half of 2000.
Interest expense for the first half and second quarter of 2001 were lower
than in the comparable periods last year, due to lower rates and lower debt
balances.
Financial Condition and Liquidity
- ---------------------------------
The Company's principal liquid resources, comprising cash and cash equivalents,
receivables, sugar and coffee inventories and unused lines of credit, less
accrued deposits to the Capital Construction Fund, totaled $410,090,000 at
June 30, 2001, an increase of $165,018,000 from December 31, 2000. This net
increase was due primarily to $140,000,000 for new facilities, a $45,000,000
increase in the Company's multi-bank revolving credit facility, $7,500,000
lower drawn balances on variable rate facilities, and agricultural inventories
which were $7,000,000 higher than 2000 year end (due to seasonality of
production cycles), partially offset by the expiration and non-renewal of a
$25,000,000 uncommitted short-term facility, and lower receivables and cash
balances.
Working capital was $33,181,000 at June 30, 2001, a decrease of $22,680,000
from the amount at the end of 2000. The lower working capital was due
primarily to a lower inventory of residential units, higher income taxes
payable, lower trade receivables, and lower cash balances, partially offset by
higher agricultural products inventory. The lower inventory of residential
units was due to active sales of residential units on Maui. The remaining
factors are the result of normal seasonality.
RESULTS OF SEGMENT OPERATIONS -
SECOND-QUARTER 2001 COMPARED WITH THE SECOND-QUARTER 2000
Ocean Transportation revenue of $203,212,000 for the second quarter of 2001
decreased five percent from the $213,584,000 reported in 2000. Operating
profit of $18,713,000 decreased 33 percent from the $27,914,000 reported in
2000. The lower revenue was mainly due to the 2000 discontinuation of the
Company's Pacific Coast shuttle service and lower intermodal revenue. These
two revenue reduction factors, however, had little impact on the lower
operating profit. The decrease in operating profit resulted primarily from
modestly lower cargo volume, higher fleet costs, higher information technology
expenses, and the Company's share of lower results from a stevedoring joint
venture, partially offset by rate actions taken in 2001. Second quarter 2001
Hawaii service container volume was two-percent lower than in the second
quarter of 2000. Automobile volume was two-percent higher for the second
quarter compared with a year earlier.
Property Development and Management - Leasing revenue of $17,490,000 and
operating profit of $8,679,000 for the second quarter of 2001 were both 14
percent higher than in the second quarter of 2000. These increases were due
primarily to additions to the property portfolio in late 2000 and early 2001,
and higher Hawaii occupancy levels. Second quarter 2001 occupancy levels for
Mainland properties averaged 93 percent, versus 96 percent in the second
quarter of 2000. Occupancy levels for Hawaii properties averaged 90 percent
in the second quarter of 2001, versus 85 percent a year earlier. Mainland
occupancy declined due to lease expirations for several large industrial
tenants. The increase in Hawaii occupancy was due primarily to higher tenancy
in retail and warehouse properties.
Property Development and Management - Sales revenue of $29,155,000 and
operating profit of $3,551,000 for the second quarter of 2001 were primarily
the result of selling 46 residential properties, four business parcels and a
four-acre parcel on Maui. Sales revenue of $24,987,000 and operating profit
of $18,917,000 for the second quarter of 2000 were the result of the sale of a
ground lease under a Costco store in Kahului, Maui, six business parcels and
six residential properties. The lower operating profit and greater revenue for
the second quarter of 2001 were the result of a higher number of lower-margin
residential unit sales than in 2000.
Food Products revenue of $28,118,000 for the second quarter of 2001 was
$6,386,000 lower than the $34,504,000 of revenue reported in the second quarter
of 2000. Operating profit of $747,000 for the second quarter of 2001 compared
with a loss of $2,060,000 for the second quarter of 2000. The improvement in
operating profit was due primarily to higher domestic raw sugar prices and
reduced operating costs attributable to the closure of the Paia Mill, partially
offset by losses from A&B's residual 36 percent investment in C&H Sugar
Company, Inc. and from the startup of a panelboard manufacturing business.
For 2001, the Company has forward-priced 80 percent of its sugar production
at approximately $21/cwt. Drought conditions on Maui continue to affect
adversely sugar production and costs. Higher California energy costs were the
driving factor for the lower results at C&H.
Other operating profit for the second quarter of 2001 included a $15,100,000
gain due to the sale of the Company's investment in Pacific Century.
RESULTS OF SEGMENT OPERATIONS -
FIRST SIX MONTHS 2001 COMPARED WITH THE FIRST SIX MONTHS OF 2000
Ocean Transportation revenue of $399,821,000 for the first half of 2001 was
three-percent lower than the $413,809,000 reported in the first half of 2000.
Operating profit of $36,168,000 for the first half of 2001 declined 24 percent
from $47,807,000 in the first half of 2000. The lower revenue was due to the
same factors cited in the second quarter comparisons. The decline in operating
profit resulted primarily from higher fleet costs, higher technology costs, and
lower results from a stevedoring joint venture, partially offset by rate
actions taken in 2001. First half 2001 Hawaii service container volume was
virtually the same as in the first half of 2000. Automobile volume was
one-percent higher for the first six months of 2001, compared with the first
half of 2000.
Property Development and Management - Leasing revenue of $34,586,000 for the
first half of 2001 was 16-percent higher than the $29,805,000 reported for the
first half of 2000. Operating profit of $17,419,000 for the first half of 2001
was 18-percent higher than the $14,790,000 reported for the first half of 2000.
These increases were due primarily to additions to the property portfolio in
the latter part of 2000 and in early 2001. 2001 occupancy levels for Mainland
properties averaged 93 percent, versus 96 percent in the first half of 2000.
Average occupancy levels for Hawaii properties improved to 90 percent, versus
85 percent in the comparable period of 2000. The fluctuations in occupancy
rates were due to the same factors cited for the second quarter.
Property Development and Management - Sales revenue of $72,239,000 and
operating profit of $15,767,000 in the first half of 2001 were primarily the
result of the sale of an industrial lot to Wal-Mart, three commercial
properties in Bainbridge, Washington, a four-acre parcel on Maui,
68 residential properties and four business parcels. Sales revenue of
$28,039,000 and operating profit of $19,618,000 in the first half of 2000
included the Costco ground lease, eight business parcels and 17 residential
properties. The lower operating profit and greater revenue for 2001 compared
with 2000 were the result of a higher number of lower-margin residential unit
sales in 2001. This variability in sales and operating profit is an inherent
characteristic of property sales activity.
Food Products revenue of $46,316,000 in the first half of 2001 compared with
$48,170,000 in revenue for the comparable period of 2000. Operating profit for
the first half of 2001 was $5,852,000 compared with a nearly break-even
operating profit for the first half of 2000. The improvement in operating
profit was due primarily to a one-time cash distribution from the sugar
marketing and transportation cooperative that handles Hawaii sugar growers'
production, higher domestic raw sugar prices and reduced operating costs
attributable to the closure of the Paia Mill, partially offset by losses from
A&B's residual 36 percent investment in C&H Sugar Company, Inc. and from the
startup of a panelboard manufacturing business.
Other operating profit for the first half of 2001 included the previously noted
gain from the sale of the Company's investment in Pacific Century.
OTHER MATTERS
Property Sales and Trends: The mix of property sales in any year or quarter
can be diverse. Sales can include developed residential real estate,
commercial properties, developable subdivision lots, undeveloped land and
property sold under threat of condemnation. The sale of undeveloped land and
vacant parcels generally provides a greater contribution to earnings than does
the sale of developed and commercial property, due to the low historical-cost
basis of the Company's Hawaii land. Consequently, property sales revenue
trends, cash flows from the sales of real estate and the amount of real estate
held for sale on the balance sheets do not necessarily indicate future
profitability trends for this segment.
New Accounting Standards: Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended, was adopted by the Company in January 2001 with no impact on the
financial statements. SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities," was adopted in 2000 with
no significant changes to the Company's accounting practices.
Accounting Change: In January 2000, the Company changed its method of
accounting for vessel drydocking costs from the accrual method to the deferral
method. The cumulative effect of this accounting change increased first
quarter 2000 net income by $12,250,000. (See Note (d) to the Company's
condensed financial statements.)
Tax-Deferred Real Estate Exchanges: During the first six months of 2001, the
Company recorded tax-deferred sales of $30,843,000 and reinvested, on a tax-
deferred basis, $42,257,000 in new real estate assets. These amounts are not
included in "cash flows from operating activities" and "capital expenditures,"
but are reported under the caption of "Other Non-cash Information" in the
Condensed Statements of Cash Flows.
Environmental Matters: As with most industrial and land-development companies
of its size, the Company's operations have certain risks, which could result in
expenditures for environmental remediation. The Company believes that it is in
compliance, in all material respects, with applicable environmental laws and
regulations, and works proactively to identify potential environmental
concerns. Management believes that appropriate liabilities have been accrued
for environmental matters.
Investments: During the first half of 2001, the Company divested its holdings
in Pacific Century. This was completed through the donation of 360,000 shares
to the Company's charitable foundation and the sale of the remaining 749,000
shares. In May 2001, BNP Paribas SA, announced that, subject to regulatory,
shareholder and other approvals, it would purchase the remaining 55 percent of
BancWest Corporation ("BancWest")(NYSE:BWE) that it did not already own. The
Company currently owns 3,385,788 shares of BancWest stock. See Note (e) for
additional information about these matters.
Economic Conditions: Although many reported measures of Hawaii's economic
performance continue to reflect momentum from the boost in 2000, some important
measures and most current forecasts anticipate that the State's economy is
decelerating. That conclusion is based on uncertainty over the prospective
performance of the U.S. mainland economy and the sustained weakness of Japan's
economy. For example, one sound current measure, Hawaii's all-cash,
broad-based general excise tax, was up a solid 6.8 percent for the fiscal year
ended June 30, 2001. In contrast, the leading economic indicator prepared by
the State of Hawaii's Department of Business, Economic Development & Tourism
has been lower in nine of the past 11 months, and for the past five consecutive
months. Similarly, measures of the important visitor industry are also
slowing. For 2001, through May, total visitor days are down 1.6%. The decline
was more pronounced at 4.4% for the month of May 2001. Reflecting the same
patterns, domestic travel, international travel and Japanese travel were down
1%, 3.3% and 0.7%, respectively, through May 2001. However, the rate of
decline during just the month of May for domestic, international and Japanese
travel was much steeper at 3.5%, 6.9 and 6.2%, respectively. Hotel occupancies
were 67.7% in May 2001, or 4.6 percentage points below May 2000.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company, from time to time, may make or may have made certain forward-
looking statements, whether orally or in writing, such as forecasts and
projections of the Company's future performance or statements of management's
plans and objectives. Such forward-looking statements may be contained in,
among other things, Securities and Exchange Commission (SEC) filings, such as
the Forms 10-Q, press releases made by the Company and oral statements made by
the officers of the Company. Except for historical information contained in
these written or oral communications, such communications contain forward-
looking statements. These forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially from
those projected in the statements, including, but not limited to: (1) economic
conditions in Hawaii and elsewhere; (2) market demand; (3) competitive factors
and pricing pressures in the Company's primary markets; (4) legislative and
regulatory environments at the federal, state and local levels, such as
government rate regulations, land-use regulations, government administration
of the U.S. sugar program, and modifications to or retention of cabotage laws;
(5) dependence on third-party suppliers; (6) fuel prices; (7) raw sugar prices;
(8) labor relations; (9) risks associated with current or future litigation;
and (10) other risk factors described elsewhere in such communications and from
time to time in the Company's filings with the SEC.
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, 2000.
There has been no material change in the quantitative and qualitative
disclosure about market risk since December 31, 2000.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
At the Annual Meeting of Shareholders of the Company held on April 26,
2001, the Company's shareholders voted in favor of: (i) the election of ten
directors to the Company's Board of Directors, and (ii) the election of
Deloitte & Touche LLP as the Company's independent auditors. The number of
votes for, against or withheld, as well as the number of abstentions and broker
non-votes, as to each matter voted upon at the Annual Meeting of Shareholders,
were as follows:
(i) Election of Directors For Withheld
--- --------
Michael J. Chun 37,534,512 126,771
Leo E. Denlea, Jr. 37,370,483 290,800
W. Allen Doane 35,486,419 2,174,864
Walter A. Dods, Jr. 37,247,741 413,542
Charles G. King 37,524,123 137,160
Carson R. McKissick 37,375,101 286,182
C. Bradley Mulholland 35,143,311 2,517,972
Lynn M. Sedway 37,540,420 120,863
Maryanna G. Shaw 37,521,385 139,898
Charles M. Stockholm 37,519,626 141,657
(ii) Election of Auditors For Against Abstain
--- ------- -------
37,544,808 56,474 61,145
There were no broker non-votes at the Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits
--------
4.b. Debt.
4.b.(v) Fourth Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement, effective as of
June 14, 2001, among Alexander & Baldwin, Inc. and First
Hawaiian Bank, Bank of America, N.A., Bank of Hawaii,
The Bank of New York, Wells Fargo Bank, National Association,
and American Savings Bank, F.S.B.
10. Material contracts.
10.a.(xlvii) Private Shelf Agreement between Alexander &
Baldwin, Inc. and Prudential Insurance Company of America,
dated as of April 25, 2001.
10.a.(xlviii) Amendment, dated as of April 25, 2001, to the Note
Agreement among Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and
The Prudential Insurance Company of America, dated as of June 4,
1993, and the Private Shelf Agreement between Alexander &
Baldwin, Inc., A&B-Hawaii, Inc., and Prudential Insurance
Company of America, dated as of August 2, 1996.
10.a.(xlix) Private Shelf Agreement between Matson Navigation
Company, Inc. and Prudential Insurance Company of America, dated
as of June 29, 2001.
11. Statement re Computation of Per Share Earnings.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
-------------------------------
(Registrant)
Date: August 10, 2001 /s/ James S. Andrasick
-------------------------------
James S. Andrasick
Sr. Vice President, Chief
Financial Officer and Treasurer
Date: August 10, 2001 /s/ Thomas A. Wellman
-------------------------
Thomas A. Wellman
Controller
EXHIBIT INDEX
-------------
4.b. Debt.
4.b.(v) Fourth Amendment to Second Amended and Restated Revolving Credit
and Term Loan Agreement, effective as of June 14, 2001, among Alexander &
Baldwin, Inc. and First Hawaiian Bank, Bank of America, N.A., Bank of
Hawaii, The Bank of New York, Wells Fargo Bank, National Association,
and American Savings Bank, F.S.B.
10. Material contracts.
10.a.(xlvii) Private Shelf Agreement between Alexander & Baldwin, Inc. and
Prudential Insurance Company of America, dated as of April 25, 2001.
10.a.(xlviii) Amendment, dated as of April 25, 2001, to the Note Agreement
among Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and The Prudential
Insurance Company of America, dated as of June 4, 1993, and the Private
Shelf Agreement between Alexander & Baldwin, Inc., A&B-Hawaii, Inc., and
Prudential Insurance Company of America, dated as of August 2, 1996.
10.a.(xlix) Private Shelf Agreement between Matson Navigation Company,
Inc. and Prudential Insurance Company of America, dated as of June 29,
2001.
11. Statement re Computation of Per Share Earnings.