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EXHIBIT INDEX ON PAGE 22

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: March 31, 2003

or

     
[   ]   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 for the past 90 days.

             
[X]   Yes   [   ]   No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

             
[X]   Yes   [   ]   No

As of April 19, 2003 there were 5,000,850 shares of common stock, par value $1 per share outstanding.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATION
EXHIBIT INDEX
LETTER RE: UNAUDITED INTERIM FINANCIAL INFO


Table of Contents

ALEXANDER’S, INC. AND SUBSIDIARIES
INDEX

             
        Page Number
       
PART I. Financial Information:
       
 
Item 1. Financial Statements:
       
   
Consolidated Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002
    3  
   
Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2003 and March 31, 2002
    4  
   
Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2003 and March 31, 2002
    5  
   
Notes to Consolidated Financial Statements (unaudited)
    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
    17  
 
Item 4. Control and Procedures
    17  
PART II. Other Information:
       
 
Item 1. Legal Proceedings
    18  
 
Item 6. Exhibits and Reports on Form 8-K
    18  
Signatures
    19  
Certifications
    20  
Exhibit Index
    22  

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share amounts)

                     
        March 31,   December 31,
        2003   2002
       
 
ASSETS:
  (Unaudited)        
Real estate, at cost:
               
 
Land
  $ 90,768     $ 90,768  
 
Buildings, leaseholds and leasehold improvements
    173,368       173,368  
 
Construction in progress (including Vornado Realty Trust (Vornado) fees of $16,603 in 2003 and $13,325 in 2002)
    381,565       315,781  
 
Air rights acquired for Lexington Avenue Development
    17,531       17,531  
 
   
     
 
   
Total
    663,232       597,448  
 
Less accumulated depreciation and amortization
    (57,057 )     (55,975 )
 
   
     
 
 
Real estate, net
    606,175       541,473  
Asset held for sale
    1,502       1,502  
Cash and cash equivalents
    14,051       45,239  
Restricted cash
    5,285       2,425  
Accounts receivable, net of allowance for doubtful accounts of $256 in 2003 and $96 in 2002
    2,715       2,508  
Receivable arising from the straight-lining of rents,
    21,230       20,670  
Deferred lease and other property costs (including unamortized Vornado leasing fees of $14,736 in 2003 and $14,837 in 2002)
    27,443       27,765  
Deferred debt expense
    13,652       14,619  
Other assets
    5,727       8,711  
 
   
     
 
TOTAL ASSETS
  $ 697,780     $ 664,912  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
               
Debt (including $119,000 due to Vornado in 2003 and 2002)
  $ 567,608     $ 543,807  
Amounts due to Vornado
    13,740       11,294  
Accounts payable and accrued expenses
    38,807       36,895  
Other liabilities
    4,156       4,251  
 
   
     
 
TOTAL LIABILITIES
    624,311       596,247  
 
   
     
 
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
    44,412       39,608  
 
   
     
 
 
    74,429       69,625  
Less treasury shares, 172,600 shares at cost
    (960 )     (960 )
 
   
     
 
Total stockholders’ equity
    73,469       68,665  
 
   
     
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 697,780     $ 664,912  
 
   
     
 

See notes to consolidated financial statements.

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Table of Contents

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(amounts in thousands except per share amounts)

                       
          For The Three Months Ended
          March 31,
         
          2003   2002
         
 
REVENUES:
               
   
Property rentals
  $ 12,672     $ 12,405  
   
Expense reimbursements
    6,896       6,317  
 
   
     
 
Total revenues
    19,568       18,722  
 
   
     
 
EXPENSES:
               
   
Operating (including management fees of $363 and $366 to Vornado)
    8,913       6,870  
   
General and administrative (including management fees of $540 to Vornado in each period)
    923       865  
   
Depreciation and amortization
    1,607       1,612  
 
   
     
 
Total expenses
    11,443       9,347  
 
   
     
 
OPERATING INCOME
    8,125       9,375  
   
Interest and debt expense (including interest on loans from Vornado)
    (3,200 )     (6,578 )
   
Interest and other income, net
    123       667  
 
   
     
 
   
Income from continuing operations
    5,048       3,464  
   
(Loss) income from discontinued operations
    (244 )     67  
 
   
     
 
NET INCOME
  $ 4,804     $ 3,531  
 
   
     
 
 
Income (loss) per share (basic and diluted):
               
     
Continuing operations
  $ 1.01     $ .69  
     
Discontinued operations
    (.05 )     .02  
 
   
     
 
     
Net income
  $ .96     $ .71  
 
   
     
 

See notes to consolidated financial statements.

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ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(amounts in thousands)

                   
      For The Three Months Ended March 31,
     
      2003   2002
     
 
Cash Flows From Operating Activities:
               
Income from continuing operations
  $ 5,048     $ 3,464  
Adjustments to reconcile income from continuing operations to net cash provided by continuing operating activities:
               
 
Depreciation and amortization (including debt issuance costs)
    2,574       1,811  
 
Straight-lining of rental income,
    (560 )     (744 )
Change in assets and liabilities:
               
 
Accounts receivable
    (207 )     (926 )
 
Amounts due to Vornado and its affiliate
    (644 )     (985 )
 
Accounts payable and accrued expenses
    792       (3,146 )
 
Other liabilities
    (95 )     233  
 
Other
    2,781       1,152  
 
   
     
 
Net cash provided by operating activities of continuing operations
    9,689       859  
 
   
     
 
(Loss) income from discontinued operations
    (244 )     67  
 
Depreciation and amortization
          31  
 
   
     
 
Net cash (used in) provided by discontinued operations
    (244 )     98  
 
   
     
 
Net cash provided by operating activities
    9,445       957  
 
   
     
 
Cash Flows From Investing Activities:
               
Cash flows from continuing operations:
               
 
Additions to real estate
    (61,574 )     (12,223 )
 
Cash restricted for operating liabilities
    (2,932 )     (1,989 )
 
Cash made available for operating liabilities
    72        
 
   
     
 
Net cash used in continuing operations
    (64,434 )     (14,212 )
 
   
     
 
Net cash used in investing activities
    (64,434 )     (14,212 )
 
   
     
 
Cash Flows From Financing Activities:
               
 
Issuance of debt
    24,518        
 
Debt repayments
    (717 )     (670 )
 
Deferred debt expense
          (36 )
 
   
     
 
Net cash provided by (used in) financing activities
    23,801       (706 )
 
   
     
 
Net decrease in cash and cash equivalents
    (31,188 )     (13,961 )
Cash and cash equivalents at beginning of period
    45,239       135,258  
 
   
     
 
Cash and cash equivalents at end of period
  $ 14,051     $ 121,297  
 
   
     
 
Supplemental disclosure of cash flow information:
               
Cash payments for interest (of which $8,731 and $4,685 have been capitalized)
  $ 10,914     $ 12,533  
 
   
     
 

See notes to consolidated financial statements.

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. CONSOLIDATED FINANCIAL STATEMENTS

     The Consolidated Balance Sheet as of March 31, 2003, the Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 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 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, 2002 as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the operating results for the full year.

     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.

     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 or sold during 2002 and thereafter as discontinued operations.

2. RELATIONSHIP WITH VORNADO REALTY TRUST (“Vornado”)

     Vornado owns 33.1% of the Company’s Common Stock as of March 31, 2003. Steven Roth is Chief Executive Officer and a director of the Company, the Managing General Partner of Interstate Properties (“Interstate”) and Chairman of the Board and Chief Executive Officer of Vornado. At March 31, 2003, Mr. Roth, Interstate and the other two general partners of Interstate, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) own, in the aggregate, 27.5% of the outstanding common stock of the Company, and 12.9% of the outstanding common shares of beneficial interest of Vornado.

     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 4), these agreements were bifurcated to cover the Company’s Lexington Avenue property separately. Further, the management and development agreements with Vornado 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 are at 15% per annum.

     The other fees payable by the Company to Vornado consist of (i) an annual management fee of $3,000,000 plus 3% of the gross income from the Kings Plaza Mall, (ii) a development fee equal to 6% of development costs, as defined, with a minimum guaranteed fee of $750,000 per annum, and (iii) a leasing fee. The development fee for the Lexington Avenue project is estimated to be approximately $26,300,000. At March 31, 2003, the Company owed Vornado $10,235,000 in development fees. The leasing fee to Vornado is equal to (i) 3% of the gross proceeds, as defined, from the sale of an asset and (ii) in the event of a lease or sublease of an asset, 3% of lease rent

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     for the first ten years of a lease term, 2% of lease rent for the eleventh through the twentieth years of a lease term and 1% of lease rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by tenants. Such amount is payable annually in an amount not to exceed $2,500,000, until the present value of such installments (calculated at a discount rate of 9% per annum) equals the amount that would have been paid had it been paid at the time the transactions which gave rise to the commissions occurred. Pursuant to the leasing agreement, in the event third party real estate brokers are used, the fees to Vornado increase by 1% and Vornado is responsible for the fees to the third party real estate brokers.

     The following table shows the total amounts incurred under the above mentioned agreements.

                 
    Three Months Ended
    March 31,
   
(amounts in thousands)   2003   2002
   
 
Management fee
  $ 903     $ 906  
Development fee, guarantee fee and rent for development office
    3,371       1,423  
Leasing and other fees
    535       767  
 
   
     
 
 
  $ 4,809     $ 3,096  
 
   
     
 

     At March 31, 2003, the Company was indebted to Vornado in the amount of $119,000,000 comprised of (i) $95,000,000 financing, and (ii) $24,000,000 under a $50,000,000 line of credit (which carries a 1% unused commitment fee). The interest rate on the loan and line of credit is 12.48% and the maturity has been extended to the earlier of January 3, 2006 or the date the Lexington Avenue construction loan is repaid in full. The interest rate on the loan and line of credit will reset quarterly, using the same spread to treasuries and a 3.00% floor for treasuries. The Company incurred interest on its loans from Vornado of $3,778,000 and $4,082,000 in the three months ended March 31, 2003 and 2002. At March 31, 2003, $26,000,000 was available under the line of credit.

3. DEBT

     Below is a summary of the Company’s outstanding debt.

                                   
                      Balance as of
                     
              Interest Rate as of   March 31,   December 31,
      Maturity   March 31, 2003   2003   2002
(amounts in thousands)  
 
 
 
 
  January                        
Term loan to Vornado
    2006       12.48 %   $ 119,000     $ 119,000  
First mortgage loan, secured by the Company’s Kings Plaza Regional Shopping Center
  June
2011
    7.46 %     218,590       219,307  
First mortgage loan, secured by the Company’s Rego Park I Shopping Center
  May
2009
    7.25 %     82,000       82,000  
First mortgage loan secured by
  October                        
 
the Company’s Paramus Property
    2011       5.92 %     68,000       68,000  
Construction loan, secured by the Company’s Lexington Avenue Property
  January
2006
    3.88 %     80,018       55,500  
 
                   
     
 
 
                  $ 567,608     $ 543,807  
 
                   
     
 

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     The scheduled principal repayments for the next five years and thereafter are as follows:

(amounts in thousands)

           
Year Ending December 31,        

       
 
2003
  $ 2,004  
 
2004
    3,226  
 
2005
    3,895  
 
2006
    203,217  
 
2007
    4,526  
Thereafter
    350,740  

4. LEXINGTON AVENUE

     The development plans at Lexington Avenue consist of approximately 1.3 million square foot multi-use building. The building will contain approximately 154,000 net rentable square feet of retail (45,000 square feet of which has been leased to Hennes & Mauritz), approximately 878,000 net rentable square feet of office (695,000 square feet of which has been leased to Bloomberg L.P.) and approximately 248,000 net saleable square feet of residential consisting of condominium units (through a taxable REIT subsidiary). Construction is expected to be completed in 2005. On July 3, 2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital (Hypo Vereinsbank) to finance the construction of the Lexington Avenue property (the “Construction Loan”). The estimated construction costs in excess of the construction loan of approximately $140,000,000 has been provided by the Company. The Construction Loan has an interest rate of LIBOR plus 2.5% (currently 3.88%) and a term of forty-two months subject to two one-year extensions. The Company received funding of $80,000,000 under the Construction Loan as of March 31, 2003. Of the total construction budget of $630,000,000, $246,000,000 has been expended through March 31, 2003 and an additional $143,000,000 has been committed to. 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.

     There can be no assurance that the Lexington Avenue project ultimately will be completed, completed on time or completed for the budgeted amount. Further, the Company may need additional financing for the project, which may involve equity, debt, joint ventures and asset sales, and which may involve arrangements with Vornado Realty Trust. If the project is not completed on a timely basis, the Bloomberg L.P. lease may be cancelled and significant penalties may apply.

5. COMMITMENTS AND CONTINGENCIES

     The Company’s debt instruments, consisting of mortgage loans secured by its properties (which are generally non-recourse to the Company), contain customary covenants requiring the Company to maintain insurance. There can be no assurance that the lenders under these instruments will not take the position that since the Company’s current all risk insurance policies, differ from policies in effect prior to September 11, 2001 as to coverage for terrorist acts, there are breaches of these debt instruments that allow the lenders to declare an event of default and accelerate repayment of the debt. In addition, if lenders insist on coverage for these risks, as it existed prior to September 11, 2001, it could adversely affect the Company’s ability to finance and/or refinance its properties, including the construction of its Lexington Avenue development property.

     In June 1997, the Kings Plaza Regional Shopping Center (the “Center”), commissioned an Environmental Study and Contamination Assessment Site Investigation (the Phase II “Study”) to evaluate and delineate environmental conditions disclosed in a Phase I study. The results of the Study indicate the presence of petroleum and bis (2-ethylhexyl) phthalate contamination in the soil and groundwater. The Company has delineated the contamination and has developed a remediation approach, which is ongoing. The New York State Department of Environmental Conservation (“NYDEC”) has approved a portion of the remediation approach. The Company accrued $2,675,000 in previous years ($2,176,000 has been paid as of March 31, 2003) for its estimated obligation with respect to the clean up

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     of the site, which includes costs of (i) remedial investigation, (ii) feasibility study, (iii) remedial design, (iv) remedial action and (v) professional fees. If the NYDEC insists on a more extensive remediation approach, the Company could incur additional obligations.

     The Company believes the majority of the contamination may have resulted from activities of third parties; however, the sources of the contamination have not been fully identified. Although the Company is pursuing claims against potentially responsible third parties, there can be no assurance that such parties will be identified, or if identified, whether these third parties will be solvent. In addition, the costs associated with pursuing responsible parties may be cost prohibitive. The Company has not recorded an asset as of March 31, 2003 for possible recoveries of environmental remediation costs from potentially responsible third parties.

     Neither the Company nor any of its subsidiaries is a party to, nor is their property the subject of, any material pending legal proceeding other than routine litigation incidental to their businesses. The Company believes that these legal actions will not be material to the Company’s financial condition or results of operations.

Letters of Credit

     Approximately $8,100,000 in standby letters of credit were issued at March 31, 2003.

6. INCOME PER SHARE

     The following table sets forth the computation of basic and diluted income per share:

                   
      For The Three Months March 31,
     
(amounts in thousands except per share amounts)   2003   2002
   
 
Numerator:
               
 
Income from continuing operations
  $ 5,048     $ 3,464  
 
(Loss) income from discontinued operations
    (244 )     67  
 
   
     
 
 
Net income
  $ 4,804     $ 3,531  
 
   
     
 
Denominator:
               
 
Denominator for basic income per share – weighted average shares
    5,001       5,001  
 
Effect of dilutive securities: