EXHIBIT INDEX ON PAGE 23
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended: | September 30, 2002 | |
|
|
or
| o | 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: 1-6064
ALEXANDERS, INC.
| Delaware | 51-0100517 | |||||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|||||
| 888 Seventh Avenue, New York, New York | 10019 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
(212) 894-7000
(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 past 90 days.
| x Yes | o No |
As of October 25, 2002 there were 5,000,850 common shares outstanding.
ALEXANDERS, INC.
AND SUBSIDIARIES
INDEX
| Page Number | ||||||
PART I. Financial Information: |
||||||
Item 1. Financial Statements: |
||||||
Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001
|
3 | |||||
Consolidated
Statements of Income for the Three and Nine Months Ended September 30, 2002 and September 30, 2001
|
4 | |||||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and September 30, 2001 |
5 | |||||
Notes to Consolidated Financial Statements |
6 | |||||
Independent Accountants Report |
11 | |||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | |||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
18 | |||||
Item 4. Control and Procedures |
18 | |||||
PART II. Other Information: |
||||||
Item 1. Legal Proceedings |
19 | |||||
Item 6. Exhibits and Reports on Form 8-K |
19 | |||||
Signatures |
20 | |||||
Certification |
21 | |||||
Exhibit Index |
23 | |||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALEXANDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(amounts in thousands except share amounts)
| (Unaudited) | |||||||||||
| September 30, | December 31, | ||||||||||
| 2002 | 2001 | ||||||||||
ASSETS: |
|||||||||||
Real estate, at cost: |
|||||||||||
Land |
$ | 90,768 | $ | 90,768 | |||||||
Buildings, leaseholds and leasehold improvements |
168,649 | 168,388 | |||||||||
Construction in progress |
280,442 | 168,736 | |||||||||
Total |
539,859 | 427,892 | |||||||||
Less accumulated depreciation and amortization |
(54,772 | ) | (51,463 | ) | |||||||
Real estate, net |
485,087 | 376,429 | |||||||||
Assets held for sale |
1,502 | 3,930 | |||||||||
Cash and cash equivalents |
90,840 | 135,258 | |||||||||
Restricted cash |
7,362 | 6,596 | |||||||||
Accounts receivable, net of allowance for doubtful accounts
of $262 in 2002 and $929 in 2001 |
1,786 | 1,534 | |||||||||
Receivable arising from the straight-lining of rents, net |
19,904 | 18,233 | |||||||||
Deferred lease and other property costs |
28,020 | 29,371 | |||||||||
Deferred debt expense |
15,591 | 5,840 | |||||||||
Other assets |
6,566 | 6,148 | |||||||||
TOTAL ASSETS |
$ | 656,658 | $ | 583,339 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY: |
|||||||||||
Debt (including $119,000 due to Vornado Realty Trust (Vornado)
in 2002 and 2001) |
$ | 544,467 | $ | 515,831 | |||||||
Amounts due to Vornado |
8,646 | 4,822 | |||||||||
Accounts payable and accrued expenses |
33,827 | 13,940 | |||||||||
Other liabilities |
4,859 | 3,665 | |||||||||
TOTAL LIABILITIES |
591,799 | 538,258 | |||||||||
COMMITMENTS AND CONTINGENCIES |
|||||||||||
STOCKHOLDERS EQUITY: |
|||||||||||
Preferred stock: no par value; authorized, 3,000,000 shares;
issued, none |
| | |||||||||
Common stock: $1.00 par value per share; authorized, 10,000,000 shares; issued, 5,173,450 shares |
5,174 | 5,174 | |||||||||
Additional capital |
24,843 | 24,843 | |||||||||
Retained earnings |
35,802 | 16,024 | |||||||||
| 65,819 | 46,041 | ||||||||||
Less treasury shares, 172,600 shares at cost |
(960 | ) | (960 | ) | |||||||
Total stockholders equity |
64,859 | 45,081 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 656,658 | $ | 583,339 | |||||||
See notes to consolidated financial statements.
3
ALEXANDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(amounts in thousands except per share amounts)
| For The Three Months | For The Nine Months | ||||||||||||||||
| Ended September 30, | Ended September 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
REVENUES: |
|||||||||||||||||
Property rentals |
$ | 12,117 | $ | 10,480 | $ | 37,158 | $ | 31,588 | |||||||||
Expense reimbursements |
7,132 | 5,375 | 19,416 | 17,268 | |||||||||||||
Total revenues |
19,249 | 15,855 | 56,574 | 48,856 | |||||||||||||
EXPENSES: |
|||||||||||||||||
Operating (including management fee to Vornado of
$360 and $341 for the three months ended in 2002 and
2001; $1,079 and $1,015 for the nine months ended in
2002 and 2001) |
8,597 | 6,296 | 22,903 | 20,743 | |||||||||||||
General and administrative (including management fee
to Vornado of $540 and $1,620 each for the three and
nine month ended in 2002 and 2001) |
(3,274 | ) | 1,139 | 2,760 | 2,856 | ||||||||||||
Depreciation and amortization |
1,647 | 1,592 | 4,879 | 4,738 | |||||||||||||
Total expenses |
6,970 | 9,027 | 30,542 | 28,337 | |||||||||||||
OPERATING INCOME |
12,279 | 6,828 | 26,032 | 20,519 | |||||||||||||
Interest and debt expense |
|||||||||||||||||
(including interest on loans from Vornado) |
(5,745 | ) | (6,073 | ) | (18,479 | ) | (15,379 | ) | |||||||||
Interest and other income, net |
494 | 1,457 | 1,696 | 2,248 | |||||||||||||
Income before gain on sale |
7,028 | 2,212 | 9,249 | 7,388 | |||||||||||||
Gain on sale of Fordham Road Property |
| | | 19,026 | |||||||||||||
Minority interest |
| (20 | ) | | (20 | ) | |||||||||||
Income before discontinued operations and extraordinary item |
7,028 | 2,192 | 9,249 | 26,394 | |||||||||||||
Income (loss) from discontinued operations |
10,352 | 50 | 10,529 | (9 | ) | ||||||||||||
Extraordinary gain from early extinguishment of debt |
| | | 3,534 | |||||||||||||
NET INCOME |
$ | 17,380 | $ | 2,242 | $ | 19,778 | $ | 29,919 | |||||||||
Income per share (basic and diluted): |
|||||||||||||||||
Before discontinued operations and extraordinary item |
$ | 1.41 | $ | .44 | $ | 1.85 | $ | 5.27 | |||||||||
Discontinued operations |
2.07 | .01 | 2.10 | | |||||||||||||
Extraordinary item |
| | | .71 | |||||||||||||
Net income |
$ | 3.48 | $ | .45 | $ | 3.95 | $ | 5.98 | |||||||||
See notes to consolidated financial statements.
4
ALEXANDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)
| For The Nine Months Ended September 30, | |||||||||
| 2002 | 2001 | ||||||||
Cash Flows From Operating Activities: |
|||||||||
Net income from continuing operations |
$ | 9,249 | $ | 29,928 | |||||
Adjustments to reconcile net income to net cash
provided by (used in) continuing operating activities: |
|||||||||
Depreciation and amortization (including debt issuance costs) |
6,240 | 5,989 | |||||||
Straight-lining of rental income, net |
(2,333 | ) | (2,420 | ) | |||||
Minority Interest |
| 20 | |||||||
Gain on Sale of Fordham Road property |
| (19,026 | ) | ||||||
Extraordinary gain from early extinguishment of debt |
| (3,534 | ) | ||||||
Change in assets and liabilities: |
|||||||||
Accounts receivable |
(252 | ) | 1,426 | ||||||
Amounts due to Vornado and its affiliate |
(1,589 | ) | 768 | ||||||
Accounts payable and accrued expenses |
(1,158 | ) | (2,830 | ) | |||||
Other liabilities |
(681 | ) | 550 | ||||||
Other |
(1,173 | ) | (3,522 | ) | |||||
Net cash provided by operating activities of continuing operations |
8,303 | 7,349 | |||||||
Income (loss) from discontinued operations |
10,529 | (9 | ) | ||||||
Depreciation and amortization |
65 | 54 | |||||||
Gain on sale of Third Avenue property |
(10,366 | ) | | ||||||
Net cash provided by (used in) discontinued operations |
228 | (45 | ) | ||||||
Net cash provided by operating activities |
8,531 | 7,394 | |||||||
Cash Flows From Investing Activities: |
|||||||||
Cash flow from continuing operations: |
|||||||||
Additions to real estate |
(84,759 | ) | (30,056 | ) | |||||
Cash restricted for operating liabilities |
(5,711 | ) | (19,876 | ) | |||||
Cash made available for operating liabilities |
4,945 | 11,197 | |||||||
Proceeds from sale of Fordham Road property |
| 23,701 | |||||||
Cash made available for construction financing |
| 8,388 | |||||||
Net cash used in continuing operations |
(85,525 | ) | (6,646 | ) | |||||
Cash flow from discontinued operations: |
|||||||||
Proceeds from sale of Third Avenue property |
13,176 | | |||||||
Deposit on sale of Flushing |
1,875 | | |||||||
Net cash provided by discontinued operations |
15,051 | | |||||||
Net cash used in investing activities |
(70,474 | ) | (6,646 | ) | |||||
Cash Flows From Financing Activities: |
|||||||||
Issuance of debt |
55,500 | 232,685 | |||||||
Proceeds from minority interest |
| 1,200 | |||||||
Debt repayments |
(26,864 | ) | (138,723 | ) | |||||
Deferred debt expense |
(11,111 | ) | (5,079 | ) | |||||
Net cash provided by financing activities |
17,525 | 90,083 | |||||||
Net (decrease) increase in cash and cash equivalents |
(44,418 | ) | 90,831 | ||||||
Cash and cash equivalents at beginning of period |
135,258 | 2,272 | |||||||
Cash and cash equivalents at end of period |
$ | 90,840 | $ | 93,103 | |||||
Supplemental disclosure of cash flow information: |
|||||||||
Cash payments for interest (of which $16,025 and $14,748
have been capitalized) |
$ | 34,725 | $ | 29,008 | |||||
See notes to consolidated financial statements.
5
ALEXANDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Balance Sheet as of September 30, 2002, the Consolidated Statements of Operations for the three and nine months ended September 30, 2002 and 2001, and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001 are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Alexanders, Inc. and Subsidiaries (the Company) annual report on Form 10-K for the year ended December 31, 2001 as filed with the Securities and Exchange Commission. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the operating results for the full year.
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective January 1, 2002, the Company reclassified its statements of operations to reflect income and expenses for properties which are held for sale as discontinued operations.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
2. RELATIONSHIP WITH VORNADO REALTY TRUST (Vornado)
Vornado owns 33.1% of the Companys common stock at September 30, 2002.
The Company is managed by and its properties are leased by Vornado pursuant to management, leasing and development agreements with one-year terms expiring in March of each year which are automatically renewable. In conjunction with the closing of the Lexington Avenue construction loan on July 3, 2002 (Note 5), these agreements were bifurcated to cover the Companys Lexington Avenue property separately. Further, the Lexington Avenue management and development agreements were amended to provide for a term lasting until substantial completion of the property, with automatic renewals, and for the payment of the development fee upon the earlier of January 3, 2006 or the payment in full of the construction loan encumbering the property.
Pursuant to this construction loan, Vornado has agreed to guarantee among other things, the lien free, timely completion of the construction of the project and funding of project costs in excess of a stated loan budget, if not funded by the Company (the Completion Guarantee). The $6,300,000 estimated fee payable by the Company to Vornado for the Completion Guarantee is 1% of construction costs (as defined) and is due at the same time that the development fee is due. In addition, if Vornado should advance any funds under the Completion Guarantee in excess of the $26,000,000 currently available under the secured line of credit, discussed below, interest on those advances is at 15% per annum.
Pursuant to both the pre and post July 3, 2002 management, leasing and development agreements, Vornado is entitled to a development fee based on 6% of construction costs as defined. The development fee for the Lexington Avenue project is estimated to be approximately $26,300,000. Under these agreements the Company incurred fees of $6,167,000 and $1,154,000 in the three months ended September 30, 2002 and 2001, and $12,769,000 and $5,220,000 in the nine months periods ended September 30, 2002 and 2001. The Company owes Vornado, $816,000 under the leasing agreement.
The Company purchased 56,932 square feet of air rights at a price of $114 per square foot in July and October 2002 from Vornado. The Company sold 28,111 square feet of these air rights resulting in a gain of $281,000 in the fourth quarter of 2002 and used the balance for the development of its Lexington Avenue project.
6
ALEXANDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
At September 30, 2002, the Company is indebted to Vornado in the amount of $119,000,000 comprised of (i) a $95,000,000 secured financing, and (ii) $24,000,000 under a $50,000,000 secured line of credit (which carries a 1% unused commitment fee). On March 15, 2002, the loan and the line of credit were extended to April 15, 2003. The interest rate on these loans was reset from 13.74% to 12.48% using a Treasury index (with a 3% floor) plus the same spread to treasuries as previously existed. The Company incurred interest on its loans from Vornado of $3,784,000 and $4,245,000 in the three months ended September 30, 2002 and 2001, and $11,685,000 and $13,210,000 in the nine months ended September 30, 2002 and 2001. At September 30, 2002, $26,000,000 was available under the secured line of credit. On July 3, 2002, in conjunction with the closing of the Lexington Avenue construction loan (Note 5), the maturity of the Vornado debt was extended to the earlier of January 3, 2006 or the date the Lexington Avenue construction loan is repaid in full and the debt was bifurcated among various subsidiaries of the Company (all guaranteed by the Company). In addition amounts which may be due under the Completion Guarantee would be due at the same time.
3. SALE OF THIRD AVENUE PROPERTY
On August 30, 2002 the Company closed on the sale of its Third Avenue property, located in the Bronx, New York. The 173,000 square feet property was sold for $15,000,000, resulting in a gain of $10,366,000. Included in the expenses relating to the sale, the Company paid a commission of $600,000, of which $350,000 was paid to Vornado pursuant to the 1992 Leasing Agreement between the companies.
4. ASSET HELD FOR SALE
On May 30, 2002 the Company entered into an agreement to sell its subsidiary which owns the building and has the ground lease for its property in Flushing, New York for $18,800,000 which would result in a gain of approximately $15,800,000. The Company has received a non-refundable deposit of $1,875,000 from the purchaser. By Notice of Default dated August 16, 2002, the Landlord of the premises notified the Company of certain alleged defaults under the lease, including, but not limited to, actions taken by the prospective purchaser at the premises. The Company commenced an action for injunctive relief and a declaration of the rights and obligations of the parties under the lease. The Company has obtained an injunction which temporarily restrains the Landlord from terminating the lease. On September 6, 2002, the Company notified the prospective purchaser that the purchaser failed to close on the purchase, in default of its obligations under the purchase contract. Negotiations are in process with all parties to attempt to settle the disputes, however there can be no assurance that these negotiations will be successful.
5. LEXINGTON AVENUE
The development plans at Lexington Avenue consist of a 1.3 million square foot multi-use building. The building will contain 175,000 net rentable square feet of retail (45,000 square feet of which has been leased to Hennes & Mauritz), 880,000 net rentable square feet of office (690,000 square of which has been leased to Bloomberg L.P.) and 230,000 net sallable square feet of residential consisting of condominium units (through a taxable REIT subsidiary). Construction is expected to be completed in 2004. On July 3, 2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital (Hypo Vereinsbank) to finance the constructi