Alexander & Baldwin, Inc. Form 10-K Summary
Reporting period: Fiscal year ended December 31, 2011; filing dated February 28, 2012. The source filing is for Alexander & Baldwin, Inc. (A&B), the parent company of Matson before its planned separation, rather than for standalone Matson, Inc. Results are presented on a consolidated A&B basis. Fourth-quarter 2011 results are included where disclosed.
Business context
- A&B operated five segments across Transportation, Real Estate, and Agribusiness. Transportation comprised Matson ocean transportation and logistics services.
- Matson provided ocean freight services among the U.S. Pacific Coast, Hawaii, Guam, China, and other Pacific islands, and owned a 35% interest in SSAT terminal operations.
- A&B announced a plan on December 1, 2011 to separate its land businesses from its transportation and logistics businesses. Completion was expected in the second half of 2012.
- On February 13, 2012, A&B entered into a merger agreement to reorganize as a Hawaii holding company, including ownership restrictions intended to preserve Jones Act citizenship.
Financial performance and key metrics
| Metric | 2011 | 2010 | Change |
|---|---|---|---|
| Total revenue | $1,722 million | $1,614 million | +7% |
| Operating income | $114 million | $126 million | -10% |
| Income from continuing operations | $55 million | $69 million | -20% |
| Net income | $34 million | $92 million | -63% |
| Diluted EPS | $0.81 | $2.22 | -64% |
| Operating cash flow | $86 million | $150 million | -43% |
| Total debt | $559 million | $522 million | +$37 million |
| Cash and cash equivalents | $22 million | $14 million | +$8 million |
- Operating margin declined to approximately 6.6% from 7.8% in 2010. Net income was materially affected by a $21 million after-tax loss from discontinued operations.
- Ocean Transportation revenue increased 6% to $1,077.6 million, but operating profit fell 38% to $74.1 million. The segment margin declined to 6.9% from 11.7%.
- Ocean revenue benefited from $73.2 million of higher fuel surcharge revenue and $9.6 million of net volume growth, but was hurt by $21.8 million of lower yields and cargo mix, especially in the China trade, plus higher terminal and operating costs.
- Hawaii container volume increased 2% to approximately 140,000 units; Hawaii automobile volume declined 1% to approximately 81,000 units; CLX1 China container volume declined 2% to approximately 59,000 units.
- Logistics Services revenue increased 9% to $386.4 million, while operating profit declined 31% to $5.0 million, reducing the margin to 1.3% from 2.0%.
- Real Estate Leasing revenue increased 6% to $100.1 million and operating profit increased 11% to $39.3 million. Mainland occupancy improved to 92% from 85%, while Hawaii occupancy declined to 91% from 92%.
- Real Estate Sales revenue declined to $66.2 million from $136.1 million, and operating profit declined to $15.5 million from $50.1 million. Results included a $6.4 million reduction in the carrying value of the Waiawa joint venture.
- Agribusiness revenue declined 1% to $161.7 million, but operating profit increased to $22.2 million from $6.1 million. Sugar production rose 6% to approximately 182,800 tons, while sugar sold declined 8% to approximately 163,100 tons.
- Capital expenditures were approximately $106.5 million, including $44.2 million for ocean transportation, $43.6 million for real estate leasing, and $10.5 million for agribusiness.
- Quarterly Q4 revenue was $460.2 million, operating profit was $17.8 million, continuing-operations income was $3.7 million, and net income was $1.6 million, or $0.04 diluted EPS.
Liquidity, debt, and capital resources
- Operating cash flow of $86 million was the primary liquidity source. Investing cash outflow was $71 million and financing cash outflow was $7 million.
- At year-end, revolving credit facilities totaled $355 million, with $173 million outstanding, $19 million of letters of credit, and $163 million available.
- An additional approximately $120 million remained available under a $400 million Prudential term facility, although the ability to draw additional amounts expired in April 2012.
- Total unused borrowing capacity under revolving credit and term facilities was approximately $283 million. Management stated that the company was in compliance with all debt covenants.
- Long-term debt was $507 million at year-end, compared with $386 million in 2010. Total contractual obligations were estimated at $847 million, including $559 million of debt, $110 million of estimated interest, and $91 million of operating leases.
- The company expected 2012 minimum capital expenditures of approximately $70 million to $80 million and a total capital budget of approximately $210 million, including transportation growth capital, real estate development, lease portfolio acquisitions, and a planned Kauai solar project.
- Annual cash dividends were $1.26 per share. No shares were repurchased in 2011, although the board authorized repurchases of up to two million shares beginning in 2012.
Material changes and unusual items
- Matson terminated its second China service, CLX2, in the third quarter of 2011 because of sustained high fuel prices and volatile transpacific rates. CLX2 generated $92.7 million of 2011 revenue and a $56.6 million operating loss, reported in discontinued operations.
- CLX2 exit activities produced approximately $12.5 million of expenses through year-end, with a $5.0 million liability remaining. Total cash and non-cash charges were expected to reach approximately $14.6 million by September 30, 2012.
- A&B sold its coffee inventory and certain coffee-business assets for approximately $14 million in March 2011 and retained ownership of the related land, buildings, and power assets.
- The company recorded a $6.4 million reduction in its Waiawa investment after the joint venture terminated its development plans.
- Net pension liability increased to approximately $109 million from $70 million, while pension plan assets declined to $257 million from $285 million. The company expected approximately $21 million of pension contributions in 2012.
- Discontinued operations contributed $23 million of after-tax income in 2010 but produced a $21 million after-tax loss in 2011, primarily because of CLX2.
Outlook, risks, and contingencies
- Management assumed modest growth in the U.S. and Hawaii economies. Hawaii transportation was expected to remain stable, with potential support from tourism and Guam volume following Horizon Lines’ exit.
- CLX1 vessels were expected to operate at full or near-full capacity, but transpacific freight rates were expected to remain depressed. Fuel prices, freight rates, capacity, and economic conditions remained major uncertainties.
- Logistics was expected to achieve modest improvement through customer retention, intermodal growth, and highway and warehouse activity.
- Real Estate Leasing was expected to show modest improvement, while Real Estate Sales remained opportunistic and difficult to forecast.
- Agribusiness was expected to perform well based on projected sugar production and pricing locked in for more than half of the 2012 crop.
- Material risks included fuel-price volatility, economic weakness, new transportation competition, loss or renegotiation of operating agreements, labor disruptions, environmental regulation, weather and natural disasters, real estate market weakness, financing constraints, joint-venture performance, pension obligations, and potential impairment charges.
- Water rights and irrigation proceedings involving East and West Maui could reduce future sugar yields; the company could not predict the ultimate outcome or financial impact.
- Matson continued to cooperate with a Department of Justice investigation into pricing and competitive practices in domestic trades. The company could not predict the outcome or financial impact.
- An EEOC lawsuit involving alleged labor practices at a former coffee operation was pending after a second amended complaint; the company could not predict the outcome or financial impact.
- EPA boiler-emission standards could require changes to HC&S operations, but the financial impact was unclear because the rules and compliance schedule remained subject to review.
Investor verification checklist
- Verify whether the intended investment analysis is for pre-separation A&B or standalone Matson, since this filing includes real estate and agribusiness results that were later separated from transportation.
- Reconcile continuing operations with discontinued operations, particularly the $56.6 million CLX2 operating loss and the $21 million after-tax discontinued-operations loss.
- Assess whether fuel surcharges can continue to offset fuel costs without worsening competitive pressure or reducing freight volumes.
- Review the $559 million debt balance, 2012 maturities, variable-rate exposure, covenant requirements, and the April 2012 expiration of additional Prudential borrowing capacity.
- Monitor execution, financing, tax treatment, regulatory approvals, and Jones Act implications of the planned corporate separation.
- Follow East and West Maui water proceedings, the DOJ investigation, the EEOC litigation, and potential EPA boiler-compliance costs.
- Evaluate pension funding needs, multiemployer withdrawal exposure of approximately $87 million, and the projected $21 million of 2012 pension contributions.
- Confirm the 2012 capital budget and whether planned growth, real estate, solar, and transportation investments can be funded from operating cash flow and available debt capacity.