EXHIBIT INDEX ON PAGE 21
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, 2003
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 001-6064
ALEXANDERS, INC.
| Delaware | 51-0100517 | |
|
|
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
| 888 Seventh Avenue, New York, New York | 10019 | |
|
|
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| (Address of principal executive offices) | (Zip Code) |
(212) 894-7000
N/A
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 Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
As of October 24, 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 September 30, 2003 (unaudited) and December 31, 2002 |
3 | |||||||||||
Consolidated Statements of Operations (unaudited) for the Three and Nine Months |
||||||||||||
Ended September 30, 2003 and September 30, 2002 |
4 | |||||||||||
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended |
||||||||||||
September 30, 2003 and September 30, 2002 |
5 | |||||||||||
Notes to Consolidated Financial Statements (unaudited) |
6 | |||||||||||
Independent Accountants Report |
12 | |||||||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
18 | ||||||||||
| Item 4. | Controls and Procedures |
18 | ||||||||||
| PART II | Other Information: |
|||||||||||
| Item 1. | Legal Proceedings |
19 | ||||||||||
| Item 6. | Exhibits and Reports on Form 8-K |
19 | ||||||||||
| Signatures | 20 | |||||||||||
| Exhibit Index | 21 | |||||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALEXANDERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share amounts)
| September 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| ASSETS: | (Unaudited) | |||||||||
Real estate, at cost: |
||||||||||
Land |
$ | 90,768 | $ | 90,768 | ||||||
Buildings, leaseholds and leasehold improvements |
176,581 | 176,581 | ||||||||
Construction in progress (including fees to Vornado Realty Trust
(Vornado) of $21,897 and $13,325) |
518,383 | 315,781 | ||||||||
Air rights acquired for Lexington Avenue Development |
17,531 | 17,531 | ||||||||
Total |
803,263 | 600,661 | ||||||||
Less accumulated depreciation and amortization |
(61,011 | ) | (57,686 | ) | ||||||
Real estate, net |
742,252 | 542,975 | ||||||||
Cash and cash equivalents |
20,660 | 45,239 | ||||||||
Escrow deposits and restricted cash |
10,395 | 2,425 | ||||||||
Accounts receivable, net of allowance for doubtful accounts
of $190 and $96 |
1,552 | 2,508 | ||||||||
Receivable arising from the straight-lining of rents |
21,983 | 20,670 | ||||||||
Deferred lease and other property costs (including unamortized
leasing fees to Vornado of $14,401 and $14,837), net |
27,098 | 27,765 | ||||||||
Deferred debt expense, net |
11,753 | 14,619 | ||||||||
Other assets |
6,193 | 8,711 | ||||||||
TOTAL ASSETS |
$ | 841,886 | $ | 664,912 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY: |
||||||||||
Debt (including $124,000 and $119,000 due to Vornado) |
$ | 678,553 | $ | 543,807 | ||||||
Amounts due to Vornado |
18,984 | 11,294 | ||||||||
Accounts payable and accrued expenses |
50,712 | 36,895 | ||||||||
Other liabilities (including $28,631 for stock appreciation rights at
September 30, 2003) |
38,124 | 4,251 | ||||||||
TOTAL LIABILITIES |
786,373 | 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 paid-in capital |
24,843 | 24,843 | ||||||||
Retained earnings |
26,456 | 39,608 | ||||||||
| 56,473 | 69,625 | |||||||||
Less treasury shares, 172,600 shares at cost |
(960 | ) | (960 | ) | ||||||
Total stockholders equity |
55,513 | 68,665 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 841,886 | $ | 664,912 | ||||||
See notes to consolidated financial statements.
3
ALEXANDERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(amounts in thousands except per share amounts)
| For The Three Months Ended | For The Nine Months Ended | ||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
REVENUES: |
|||||||||||||||||||
Property rentals |
$ | 12,478 | $ | 12,261 | $ | 38,259 | $ | 37,600 | |||||||||||
Expense reimbursements |
7,424 | 7,136 | 21,522 | 19,430 | |||||||||||||||
Total revenues |
19,902 | 19,397 | 59,781 | 57,030 | |||||||||||||||
EXPENSES: |
|||||||||||||||||||
Operating (including management fees to Vornado
of $365 and $360 in each three month period and
$1,096 and $1,079 in each nine month period) |
9,491 | 8,979 | 27,919 | 23,967 | |||||||||||||||
General and administrative (including management
fees to Vornado of $540 and $1,620 in each
three and nine month period) |
19,668 | (3,267 | ) | 31,534 | 2,777 | ||||||||||||||
Depreciation and amortization |
1,790 | 1,647 | 5,046 | 4,909 | |||||||||||||||
Total expenses |
30,949 | 7,359 | 64,499 | 31,653 | |||||||||||||||
OPERATING (LOSS) INCOME |
(11,047 | ) | 12,038 | (4,718 | ) | 25,377 | |||||||||||||
Interest and debt expense
(including interest on loans from Vornado) |
(2,674 | ) | (5,745 | ) | (8,933 | ) | (18,479 | ) | |||||||||||
Interest and other income, net |
161 | 494 | 499 | 1,696 | |||||||||||||||
(Loss) income from continuing operations |
(13,560 | ) | 6,787 | (13,152 | ) | 8,594 | |||||||||||||
Income from discontinued operations |
| 10,593 | | 11,184 | |||||||||||||||
NET (LOSS) INCOME |
$ | (13,560 | ) | $ | 17,380 | $ | (13,152 | ) | $ | 19,778 | |||||||||
Net (loss) income per common share (basic and diluted): |
|||||||||||||||||||
(Loss) income from continuing operations |
$ | (2.71 | ) | $ | 1.36 | $ | (2.63 | ) | $ | 1.72 | |||||||||
Income from discontinued operations |
| 2.12 | | 2.23 | |||||||||||||||
Net (loss) income per common share |
$ | (2.71 | ) | $ | 3.48 | $ | (2.63 | ) | $ | 3.95 | |||||||||
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, | |||||||||
| Cash Flows From Operating Activities: | 2003 | 2002 | |||||||
(Loss) income from continuing operations |
$ | (13,152 | ) | $ | 8,594 | ||||
Adjustments to reconcile (loss) income from continuing operations
to net cash
provided by continuing operations: |
|||||||||
Depreciation and amortization (including debt issuance costs) |
7,912 | 6,270 | |||||||
Straight-lining of rental income |
(1,313 | ) | (2,333 | ) | |||||
Stock appreciation rights compensation expense |
28,631 | | |||||||
Change in operating assets and liabilities: |
|||||||||
Accounts receivable, net |
956 | (252 | ) | ||||||
Amounts due to Vornado |
(382 | ) | (1,589 | ) | |||||
Accounts payable and accrued expenses |
(289 | ) | (1,158 | ) | |||||
Other liabilities |
(267 | ) | (681 | ) | |||||
Other |
1,463 | (1,173 | ) | ||||||
Net cash provided by continuing operations |
23,559 | 7,678 | |||||||
(Loss) income from discontinued operations |
| 11,184 | |||||||
Depreciation and amortization |
| 35 | |||||||
Gain on sale of Third Avenue property |
| (10,366 | ) | ||||||
Net cash provided by discontinued operations |
| 853 | |||||||
Net cash provided by operating activities |
23,559 | 8,531 | |||||||
Cash Flows From Investing Activities: |
|||||||||
Cash flow from continuing operations: |
|||||||||
Additions to real estate |
(180,423 | ) | (84,759 | ) | |||||
Cash restricted for operating liabilities |
(8,074 | ) | (5,711 | ) | |||||
Deposit on sale of Flushing property |
| 1,875 | |||||||
Restricted cash made available for operating activities |
5,613 | 4,945 | |||||||
Net cash used in continuing operations |
(182,884 | ) | (83,650 | ) | |||||
Cash flow from discontinued operations: |
|||||||||
Proceeds from sale of Third Avenue property |
| 13,176 | |||||||
Net cash provided by discontinued operations |
| 13,176 | |||||||
Net cash used in investing activities |
(182,884 | ) | (70,474 | ) | |||||
Cash Flows From Financing Activities: |
|||||||||
Issuance of debt (including $5,000 and $0 from Vornado in
each period) |
136,756 | 55,500 | |||||||
Debt repayments |
(2,010 | ) | (26,864 | ) | |||||
Deferred debt expense |
| (11,111 | ) | ||||||
Net cash provided by financing activities |
134,746 | 17,525 | |||||||
Net decrease in cash and cash equivalents |
(24,579 | ) | (44,418 | ) | |||||
Cash and cash equivalents at beginning of period |
45,239 | 135,258 | |||||||
Cash and cash equivalents at end of period |
$ | 20,660 | $ | 90,840 | |||||
Supplemental Disclosure of Cash Flow Information: |
|||||||||
Cash payments for interest (of which $28,607 and $16,025
have been capitalized) |
$ | 34,444 | $ | 34,725 | |||||
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, 2003, the Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and 2002, and the Consolidated Statements of Cash Flows for the nine months ended September 30, 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 in accordance with Article 10 of Regulation S-X and the instructions to Form 10-Q. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Alexanders, Inc.s 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 and nine months ended September 30, 2003 are not necessarily indicative of the operating results for the full year.
The accompanying consolidated financial statements include the accounts of Alexanders, Inc. and its subsidiaries (collectively, the Company). All significant intercompany amounts have been eliminated. 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 Statement of Financial Accounting Standards (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 revenue 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 September 30, 2003. Steven Roth is the Chief Executive Officer and a director of the Company, the Managing General Partner of Interstate Properties (Interstate) and the Chairman of the Board and the Chief Executive Officer of Vornado. At September 30, 2003, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 27.5% of the outstanding common stock of the Company, in addition to the common stock owned directly by Vornado, and 12.3% 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 (the Construction Loan) on July 3, 2002 (see 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 Lexington Avenue 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, which was available at July 3, 2002 under the line of credit, discussed below, interest on those advances would be at 15% per annum.
6
ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 September 30, 2003, the Company owed Vornado $14,266,000 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 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 amounts are 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 they 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.
| For The Three Months | For The Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| (amounts in thousands) | 2003 | 2002 | 2003 | 2002 | ||||||||||||
Management fee |
$ | 905 | $ | 900 | $ | 2,716 | $ | 2,699 | ||||||||
Development fee,
guarantee fee and
rent for development
office |
1,968 | 4,359 | 8,916 | 7,651 | ||||||||||||
Leasing and other fees |
331 | 908 | 956 | 2,419 | ||||||||||||
| $ | 3,204 | $ | 6,167 | $ | 12,588 | $ | 12,769 | |||||||||
At September 30, 2003, the Company was indebted to Vornado in the amount of $124,000,000 comprised of (i) $95,000,000 financing, and (ii) $29,000,000 under a $50,000,000 line of credit (which carries a 1% unused commitment fee). The current 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 Construction Loan is repaid in full. The interest rate on the loan and the line of credit will reset quarterly 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 $4,010,000 and $3,784,000 in the three months ended September 30, 2003 and 2002, respectively, and $11,625,000 and $11,685,000 in the nine months ended September 30, 2003 and 2002, respectively. At September 30, 2003, $21,000,000 was available under the line of credit.
7
ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. DEBT
Below is a summary of the Companys outstanding debt.
| Interest Rate | Balance as of | |||||||
| as of | ||||||||
| September | September 30, | December 31, | ||||||
| Maturity | 30, 2003 | 2003 | 2002 | |||||
| (amounts in thousands) | ||||||||
Term loan and line of credit from
Vornado |
January 2006 |
12.48% | $124, | |||||