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EXHIBIT INDEX ON PAGE 23

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

ALEXANDER’S, INC.


(Exact name of registrant as specified in its charter)
         
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


(Registrant’s telephone number, including area code)

(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.

 


 

ALEXANDER’S, 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. Management’s 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

ALEXANDER’S, 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


 

ALEXANDER’S, 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


 

ALEXANDER’S, 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


 

ALEXANDER’S, 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 Alexander’s, 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 Company’s 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 Company’s 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


 

ALEXANDER’S, 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