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kpsalecompletion.htm - Generated by SEC Publisher for SEC Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 28, 2012

 

 

ALEXANDER’S, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

No. 001-06064

 

No. 51-0100517

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

210 Route 4 East
Paramus, New Jersey

 

07652

(Address of Principal Executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (201) 587-8541

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 

Item 2.01.            Completion of Acquisition or Disposition of Assets.

 

On November 28, 2012, Alexander’s Kings Plaza LLC, Alexander’s of Kings LLC and Kings Parking LLC, indirect wholly-owned subsidiaries of Alexander's, Inc. (collectively, the “Contributors”) contributed, pursuant to a Contribution Agreement (the “Agreement”), their interests in the 1.2 million square foot Kings Plaza Regional Shopping Center, Brooklyn, New York, to Brooklyn Kings Plaza, LLC, a wholly owned subsidiary of The Macerich Company, (the “Contributee”).  Pursuant to the Agreement, the Contributors received aggregated consideration of $751 million, comprised of $721 million in cash and $30 million in common shares of the Contributee.

Item 7.01.            Regulation FD Disclosure.

    On November 30, 2012, Alexander’s, Inc. (the “Company”) issued a press release announcing the completion of the sale of the Kings Plaza Mall and the declaration of a special long-term capital gain dividend in connection therewith.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

               In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.            Financial Statements and Exhibits.

         (b)              Pro Forma Financial Information

                The following unaudited pro forma financial information to give effect to the disposition is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:

 

·         Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012;

·         Unaudited Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2012 and 2011;

·         Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 2011;

·         Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 2010;

·         Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 2009;

 

         (d)              Exhibits 

99.1      Press Release of Alexander’s, Inc. dated November 30, 2012.

99.2      (i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012, (ii) Unaudited Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2012 and 2011, and (iii) Unaudited Pro Forma Condensed Consolidated Statements of Income for each of the three years in the period ended December 31, 2011.

 

 

 

 

 

 

2

 

 

SIGNATURE

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 hereunto duly authorized.

 

 

 

 

 

ALEXANDER’S, INC.

 

(Registrant)

 

 

 

 

 

 By:


/s/ Joseph Macnow

 

 

 

 Name:

Joseph Macnow

 

 

 Title:

Executive Vice President and

Chief Financial Officer

 

Date: December 4, 2012

 

3

exhibit991.htm - Generated by SEC Publisher for SEC Filing

 

CONTACT: JOSEPH MACNOW                                            

                    (201) 587-8541

 

 

Exhibit 99.1

 

Alexander's, Inc.

210 Route 4 East

Paramus, NJ 07652

 

 

FOR IMMEDIATE RELEASE – November 30, 2012

 

 

Alexander’s Completes Sale of Kings Plaza Mall for $751 Million

and
Declares Special Long-Term Capital Gain Dividend of $122.00 Per Share

 

PARAMUS, NEW JERSEY...ALEXANDER’S, INC. (New York Stock Exchange: ALX) announced today that it has completed the previously announced sale of the Kings Plaza Mall, Brooklyn, New York to The Macerich Company (NYSE: MAC), for $751 million.  Net proceeds from the sale were approximately $479 million after repaying the existing loan and closing costs.

The financial statement gain is approximately $600 million and the tax gain is approximately $624 million. 

Alexander’s Board of Directors has declared a special long-term capital gain dividend of $624 million, or $122.00 per share payable on December 20, 2012 to stockholders of record on December 10, 2012.  The Company has been informed by the New York Stock Exchange that, in accordance with its rules, the ex-dividend date is expected to be December 21, 2012.  Accordingly, stockholders who sell their shares on or before December 20, 2012 will not be entitled to receive the special dividend. 

Alexander’s, Inc. is a real estate investment trust that has six properties in the greater New York City metropolitan area. 

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

exhibit992.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 99.2

 

 

 

Page

Index to Pro Forma Condensed Consolidated Financial Statements

Number

Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012 (unaudited)

2

Condensed Consolidated Statements of Income for the Nine Months Ended

 

 

September 30, 2012 and 2011 (unaudited)

 

3

Pro Forma Condensed Consolidated Statement of Income for the Year Ended

December 31, 2011 (unaudited)

4

Pro Forma Condensed Consolidated Statement of Income for the Year Ended

December 31, 2010 (unaudited)

5

Pro Forma Condensed Consolidated Statement of Income for the Year Ended

December 31, 2009 (unaudited)

6

Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

7

1

 

 
 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

 

 

 

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2012
(UNAUDITED)

 

 

 

(Amounts in thousands, except share and per share amounts)

 

 

 

 

ASSETS

As
Reported

Pro Forma
Adjustments

 


Pro Forma

Real estate, at cost:

 

 

 

 

Land

 

$

44,971 

 

$

- 

$

44,971 

Buildings and leasehold improvements

864,552 

- 

864,552 

Development and construction in progress

1,930 

- 

1,930 

Total

911,453 

- 

911,453 

Accumulated depreciation and amortization

(154,717)

- 

(154,717)

Real estate, net

756,736 

- 

756,736 

Cash and cash equivalents

508,363 

(176,475)

(A)

331,888 

Investment in marketable securities

- 

30,000

(B)

30,000 

Restricted cash

89,185 

- 

89,185 

Accounts receivable, net

3,270 

- 

3,270 

Receivable arising from the straight-lining of rents

173,043 

- 

173,043 

Deferred lease and other property costs, net

55,629 

- 

55,629 

Deferred debt issuance costs, net

6,107 

- 

6,107 

 

Assets related to discontinued operations

 

 

133,525 

 

 

(133,525)

(C)

 

- 

Other assets

39,619 

- 

39,619 

$

1,765,477 

$

(280,000) 

 

$

1,485,477 

 

 

LIABILITIES AND EQUITY

 

 

Mortgages payable

$

1,069,776 

$

- 

$

1,069,776 

Amounts due to Vornado

39,794 

- 

39,794 

Accounts payable and accrued expenses

40,597 

- 

40,597 

 

Liabilities related to discontinued operations

 

 

250,000 

 

 

(250,000)

(C)

 

- 

Other liabilities

1,213 

2,000

(D)

3,213 

Total liabilities

1,401,380 

(248,000)

 

1,153,380 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Preferred stock: $1.00 par value per share; authorized, 3,000,000 shares;
issued and outstanding, none

- 

- 

- 

Common stock: $1.00 par value per share; authorized, 10,000,000 shares; issued 5,173,450
shares; outstanding, 5,105,936 shares

5,173 

- 

5,173 

Additional capital

32,101 

(2,775)

(E)

29,326 

Retained earnings

321,973 

(24,000)

(F)

297,973 

359,247 

(26,775)

 

332,472 

Treasury stock: 67,514 shares, at cost

(375)

- 

(375)

Total Alexander’s equity

358,872 

(26,775)

 

332,097 

Noncontrolling interest in consolidated subsidiary

5,225 

(5,225)

(E)

- 

Total equity

364,097 

(32,000)

 

332,097 

$

1,765,477 

$

(280,000)

 

$

1,485,477 

 

 

 

 

 

See notes to pro forma condensed consolidated financial statements (unaudited).

 

 

                                   

2

 

 
 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Amounts in thousands, except share and per share amounts)

 

 

 

 

 

 

 

As Reported

Nine Months Ended September 30,

2012

 

2011

REVENUES

Property rentals

$

101,034 

$

100,486 

Expense reimbursements

41,787 

38,202 

Total revenues

142,821 

138,688 

 

EXPENSES

 

Operating

45,184 

41,029 

Depreciation and amortization

21,577 

20,931 

General and administrative

3,895 

2,899 

Total expenses

70,656 

64,859 

 

OPERATING INCOME

72,165

73,829

 

 

Interest and other income, net

111 

217 

Interest and debt expense

(34,206)

(32,613)

Income before income taxes

38,070 

41,433 

Income tax (expense) benefit

(62)

80 

Income from continuing operations

$

38,008 

$

41,513 

 

 

 

 

Income from continuing operations per common share – basic and diluted

$

7.44

$

8.13

Weighted average shares outstanding – basic and diluted

5,107,474

5,106,642


See notes to pro forma condensed consolidated financial statements (unaudited).

3

 

 
 

 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

(Amounts in thousands, except share and per share amounts)

Year Ended December 31, 2011

 

 

 

 

As
Reported

 

Kings
Plaza

 

Pro Forma
Adjustments

 

Pro Forma

REVENUES

Property rentals

$

174,634 

$

40,952 

$

- 

$

133,682 

Expense reimbursements

79,618 

28,054 

- 

51,564 

Total revenues

254,252 

69,006 

- 

185,246 

EXPENSES

Operating

84,936 

29,455 

- 

55,481 

Depreciation and amortization

34,031 

5,948 

- 

28,083 

General and administrative

4,357 

361 

300 

 (G)

4,296 

Total expenses

123,324 

35,764 

300 

87,860 

OPERATING INCOME (LOSS)

130,928 

33,242 

(300) 

97,386 

Interest and other income, net

2,672 

1,671 

- 

1,001 

Interest and debt expense

(52,659)

(8,761)

 

 

- 

 

 

(43,898)

Income (loss) before income taxes

80,941 

26,152 

(300) 

54,489 

Income tax benefit

105 

63 

 

 

- 

 

 

42 

Income (loss) from continuing operations

$

81,046 

$

26,215 

$

(300) 

$

54,531 

Income from continuing operations per common share – basic and diluted

$

15.87 

 

 

 

 

 

$

10.68 

Weighted average shares outstanding – basic and diluted

5,106,568 

 

 

 

 

 

5,106,568 

See notes to condensed consolidated pro forma financial statements (unaudited).

4

 

 
 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

(Amounts in thousands, except share and per share amounts)

Year Ended December 31, 2010

 

 

 

 

As
Reported

 

Kings
Plaza

 

Pro Forma
Adjustments

 

Pro Forma

REVENUES

Property rentals

$

166,403 

$

39,163 

$

- 

$

127,240 

Expense reimbursements

74,947 

27,981 

- 

46,966 

Total revenues

241,350 

67,144 

- 

174,206 

EXPENSES

Operating

78,652 

28,499 

- 

50,153 

Depreciation and amortization

31,343 

5,655 

- 

25,688 

General and administrative

7,792 

418 

300 

 (G)

7,674 

Total expenses

117,787 

34,572 

300 

83,515 

OPERATING INCOME (LOSS)

123,563 

32,572 

(300) 

90,691 

Interest and other income, net

851 

52 

- 

799 

Interest and debt expense

(58,372)

(12,917)

 

 

- 

 

(45,455)

 

Net loss on early extinguishment of debt

 

 

(1,238)

 

 

(1,238)

 

 

- 

 

- 

Income (loss) before income taxes

64,804 

18,469 

(300) 

46,035 

Income tax benefit (expense)

2,641 

(183)

 

 

- 

 

2,824 

Income (loss) from continuing operations

$

67,445 

$

18,286 

$

(300) 

$

48,859 

Income from continuing operations per common share – basic and diluted

$

13.21 

 

 

 

 

 

$

9.57 

Weighted average shares outstanding – basic and diluted

5,105,936 

 

 

 

 

5,105,936 

See notes to condensed consolidated pro forma financial statements (unaudited).

 

5

 

 
 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

(Amounts in thousands, except share and per share amounts)

Year Ended December 31, 2009

 

 

 

 

As
Reported

 

Kings
Plaza

 

Pro Forma
Adjustments

 

Pro Forma

REVENUES

Property rentals

$

155,275 

$

37,055 

$

- 

$

118,220 

Expense reimbursements

68,254 

26,780 

- 

41,474 

Total revenues

223,529 

63,835 

- 

159,694 

EXPENSES

Operating

73,340 

27,743 

- 

45,597 

Depreciation and amortization

27,284 

5,607 

- 

21,677 

General and administrative (including a reversal of stock appreciation rights expense of $34,275)

(28,246)

394 

300 

(G)  

(28,340)

Total expenses

72,378 

33,744 

300 

38,934 

OPERATING INCOME (LOSS)

151,151 

30,091 

(300) 

120,760 

Interest and other income, net

2,847 

95 

- 

2,752 

Interest and debt expense

(57,473)

(15,363)

 

 

- 

 

(42,110)

 

Net loss on early extinguishment of debt

 

 

(519)

 

 

(519)

 

 

- 

 

- 

Income (loss) before income taxes

96,006 

14,304 

(300) 

81,402 

Income tax benefit (expense)

36,935 

(60)

 

 

- 

 

36,995 

Income (loss) from continuing operations

$

132,941 

$

14,244 

$

(300) 

$

118,397 

Income from continuing operations per common share – basic

$

26.05 

 

 

 

 

 

$

23.20 

Weighted average shares outstanding – basic

5,103,790 

 

 

 

 

 

5,103,790 

 

 

 

 

 

Income from continuing operations per common share –
diluted

 

$

26.04 

 

 

 

 

 

$

23.19 

Weighted average shares outstanding – diluted

 

5,105,370 

 

 

 

 

 

5,105,370 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated pro forma financial statements (unaudited).

                               

 

6

 

 
 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1.    DESCRIPTION OF TRANSACTION

On November 28, 2012, Alexander’s, Inc. (the “Company”) completed the sale of the 1.2 million square foot Kings Plaza Regional Shopping Center located in Brooklyn, New York (“Kings Plaza”) to The Macerich Company (NYSE: MAC) (“MAC”) for $751 million.  Net proceeds from the sale, after repaying the existing loan and closing costs, were approximately $479 million, of which $30 million (at the Company’s election) was received in MAC common shares.  The financial statement gain was approximately $600 million, which is net of $2 million that will be deferred and recognized upon the disposition of the MAC common shares.  The tax gain was approximately $624 million and will be paid out to stockholders during 2012, as a special long-term capital gain dividend.

 

2.    BASIS OF PRESENTATION

The Company’s unaudited pro forma condensed consolidated financial statements that accompany these notes consist of (i) the pro forma condensed consolidated balance sheet as of September 30, 2012, giving effect to the disposition of Kings Plaza as if it had occurred on September 30, 2012, (ii) the condensed consolidated statements of income for the nine months ended September 30, 2012 and 2011 as reported, and (iii) the pro forma condensed consolidated statements of income for each of the three years ended December 31, 2011, 2010 and 2009, respectively, giving effect to the disposition of Kings Plaza as if it had occurred on January 1, 2009.

  

In management’s opinion, all adjustments necessary to reflect the disposition of Kings Plaza have been made in the accompanying unaudited pro forma condensed consolidated financial statements.  These pro forma financial statements are not necessarily indicative of what the Company’s actual consolidated results of operations or consolidated financial position would have been had this transaction been consummated on the dates indicated, nor does it purport to represent the Company’s consolidated results of operations or consolidated financial position for any future period.  The Company’s consolidated results of operations for the nine months ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

 

      The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the period ended September 30, 2012.

 

7

 

 
 

 

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

3.    PRO FORMA ADJUSTMENTS

(A)       On November 28, 2012, the Company completed the sale of Kings Plaza.  The expected impact of the sale on the Company’s cash and cash equivalents is as follows:

  

(Amounts in thousands)

 

 

 

 

 

 

 

Sales proceeds

$

751,000 

 

Portion of sales proceeds received in MAC common shares

 

(30,000)

   (B)

Acquisition of the remaining 75% interest in the Kings
Plaza Energy Plant joint venture

 

(8,000)

   (E)

Estimated closing costs

 

(15,475)

 

Repayment of existing loan

 

(250,000)

   (C)

Special long-term capital gain dividend

 

(624,000)

 

Net impact to cash and cash equivalents

$

(176,475)

 

 

 

 

 

 

(B)  To record the portion of the sales proceeds received in MAC common shares.

 

 

(C)  To remove the assets and liabilities of Kings Plaza as a result of the sale.

 

 

(D) Represents the portion of the gain that will be deferred based on our ownership in The Macerich Company, as a result of receiving a portion of the sales proceeds in MAC common shares.

 

 

(E) To account for the acquisition of the remaining 75% interest of our consolidated subsidiary, the Kings Plaza Energy Plant joint venture.

 

 

(F) The expected impact of the sale on the Company’s retained earnings is as follows:

  

(Amounts in thousands)

 

 

 

 

Sales proceeds

$

751,000 

 

Assets related to discontinued operations

 

(133,525)

   (C)

Estimated closing costs

 

(15,475)

 

Portion of gain to be deferred

 

(2,000)

   (D)

Net gain on sale

 

600,000 

 

Special long-term capital gain dividend

 

(624,000)

 

Net impact to retained earnings

$

(24,000)

 

 

 

 

 

         

 

 

(G)  To reallocate a portion of Corporate Overhead as a result of the sale.