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
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 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.
ALEXANDERS, 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.
Managements 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 | |||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALEXANDERS, 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.
3
ALEXANDERS, 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.
4
ALEXANDERS, 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.
5
ALEXANDERS, 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 Alexanders, 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 Companys 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 Companys 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
6
ALEXANDERS, INC. AND SUBSIDIARIES 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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 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 Companys 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 Companys Kings Plaza Regional Shopping Center |
June 2011 |
7.46 | % | 218,590 | 219,307 | ||||||||||||
First mortgage loan, secured by
the Companys Rego Park I Shopping Center |
May 2009 |
7.25 | % | 82,000 | 82,000 | ||||||||||||
First mortgage loan secured by |
October | ||||||||||||||||
the Companys Paramus Property |
2011 | 5.92 | % | 68,000 | 68,000 | ||||||||||||
Construction loan, secured by the
Companys Lexington Avenue Property |
January 2006 |
3.88 | % | 80,018 | 55,500 | ||||||||||||
| $ | 567,608 | $ | 543,807 | ||||||||||||||
7
ALEXANDERS, 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 Companys 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 Companys 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 Companys 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
8
ALEXANDERS, 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 Companys 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: |
|||||||||