ALEXANDERS INC
10-Q, 1996-08-12
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>   1
                                                        EXHIBIT INDEX ON PAGE 14


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


/XX/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended:     JUNE 30, 1996
                                ----------------------------

                                       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              (I.R.S. Employer
               or organization)                          Identification Number)

PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY               07663
- -------------------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)

                                  (201)587-8541
- -------------------------------------------------------------------------------
              (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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                 Indicate by check mark whether the registrant has filed all
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                              / / Yes    / / No

      As of August 2, 1996 there were 5,000,850 common shares outstanding.



                                  Page 1 of 15
<PAGE>   2
                                ALEXANDER'S, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                    Page Number
<S>                                                                                                     <C> 
PART I. FINANCIAL INFORMATION:

        Item 1.    Financial Statements:

                   Consolidated Balance Sheets as of June 30, 1996
                   and December 31, 1995...........................................................      3

                   Consolidated Statements of Operations for the Three and Six Months
                   Ended June 30, 1996 and June 30, 1995...........................................      4

                   Consolidated Statements of Cash Flows for the Six Months
                   Ended June 30, 1996 and June 30, 1995...........................................      5

                   Notes to Consolidated Financial Statements......................................      6

        Item 2.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.............................................      9


PART II.           OTHER INFORMATION:

        Item 4.    Submission of Matters to a Vote of Security Holders.............................     12

        Item 6.    Exhibits and Reports on Form 8-K................................................     12


Signatures         ................................................................................     13

Exhibit Index      ................................................................................     14

Exhibit 27         ................................................................................     15
</TABLE>


                                  Page 2 of 15
<PAGE>   3
PART I.  FINANCIAL INFORMATION

                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   (AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                   JUNE 30,       DECEMBER 31,
                                                     1996             1995
                                                  ---------       ------------
<S>                                               <C>              <C>      
 ASSETS:

Real estate, at cost:
   Land                                           $  46,082        $  46,082
   Buildings, leaseholds and Improvements
       (including $34,996 of construction
       in progress at December 31, 1995)            112,528           96,238
   Capitalized expenses and predevelopment
       costs                                         40,926           33,165
                                                  ---------        ---------
           Total                                    199,536          175,485
   Less accumulated depreciation and
       amortization                                 (38,373)         (37,794)
                                                  ---------        ---------
                                                    161,163          137,691
   Investment in unconsolidated joint
       venture                                       10,545           12,744
                                                  ---------        ---------
   Real estate, net                                 171,708          150,435

Cash and cash equivalents                             3,069            8,471
Restricted cash                                       9,181           16,905
Accounts receivable, net of allowance for
   doubtful accounts of $147 in each period             516              180
Receivable arising from the straight-lining
   of rents, net                                      5,199            4,228
Receivable in connection with settlement
   of certiorari proceedings                          9,602             --
Deferred lease and other expense                      8,668           10,460
Deferred debt expense                                 3,337            4,341
Other assets                                          4,070            3,521
                                                  ---------        ---------

 TOTAL ASSETS                                     $ 215,350        $ 198,541
                                                  =========        =========

<CAPTION>

                                                   JUNE 30,       DECEMBER 31,
                                                     1996             1995
                                                  ---------       ------------
<S>                                               <C>              <C>      

LIABILITIES AND DEFICIENCY IN NET ASSETS:
Liabilities:
Debt                                              $ 192,888        $ 182,883
Amounts due to Vornado Realty Trust and
 its affiliate                                        7,136            8,482
Liability for postretirement
 healthcare benefits                                 14,716           15,526
Accounts payable and accrued liabilities              5,194            4,389
Other liabilities from discontinued operations        2,759            5,797
Minority interest                                       600              600
                                                  ---------        ---------

 TOTAL LIABILITIES                                  223,293          217,677
                                                  ---------        ---------

Commitments and contingencies
Deficiency in Net Assets:
Common stock; $1.00 par value per share;
  authorized, 10,000,000 shares;
  issued 5,173,450                                    5,174            5,174
Additional capital                                   24,843           24,843
Deficit                                             (37,000)         (48,193)
                                                  ---------        ---------
                                                     (6,983)         (18,176)
Less treasury shares, 172,600 shares at
  cost                                                 (960)            (960)
                                                  ---------        ---------
 Total deficiency in net assets                      (7,943)         (19,136)
                                                  ---------        ---------


TOTAL LIABILITIES AND DEFICIENCY
  IN NET ASSETS                                   $ 215,350        $ 198,541
                                                  =========        =========
</TABLE>


                 See notes to consolidated financial statements.



                                  Page 3 of 15
<PAGE>   4
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share amounts)
<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS ENDED                 FOR THE SIX MONTHS ENDED
                                                 --------------------------                 ------------------------
                                                JUNE 30,            JUNE 30,               JUNE 30,           JUNE 30,
                                                  1996                1995                   1996               1995
                                               ----------         -----------             ----------         ---------
<S>                                            <C>                <C>                     <C>                <C>        
Revenues:
 Property rentals                              $     4,504        $     2,547             $     7,453        $     5,043
 Expense reimbursements                                499                310                     967                595
 Equity in income of unconsolidated
   joint venture                                       683                 88                   1,950                861
                                               -----------        -----------             -----------        -----------
Total revenues                                       5,686              2,945                  10,370              6,499
                                               -----------        -----------             -----------        -----------

Expenses:
 Operating (including management fee to
   Vornado of $210 and $420 in 1996 and
   $210 and $280 in 1995)                            1,429                882                   2,453              1,528
 General and administrative (including
   management fee to Vornado of $540
   and $1,080 in 1996 and $540 and $720
   in 1995)                                          1,262              1,736                   2,422              2,772
 Depreciation and amortization                         556                469                     823                933
 Reorganization costs                                 --                  322                    --                1,938
                                               -----------        -----------             -----------        -----------
Total expenses                                       3,247              3,409                   5,698              7,171
                                               -----------        -----------             -----------        -----------

Operating income/(loss)                              2,439               (464)                  4,672               (672)

Interest and debt expense (including
 interest on loan from Vornado)                     (3,419)            (3,483)                 (6,736)            (6,222)
Other income and interest income, net                1,033                687                   1,655                784
                                               -----------        -----------             -----------        -----------

Income/(loss) before reversal of
 deferred taxes                                         53             (3,260)                   (409)            (6,110)
Reversal of deferred taxes                            --                 --                      --                1,406
                                               -----------        -----------             -----------        -----------

Income/(loss) from continuing operations                53             (3,260)                   (409)            (4,704)
Income from discontinued operations                 11,602               --                    11,602               --
                                               -----------        -----------             -----------        -----------

Net income/(loss)                              $    11,655        $    (3,260)            $    11,193        $    (4,704)
                                               ===========        ===========             ===========        ===========

Net income/(loss) per share:
 Continuing operations                         $       .01        $      (.65)            $      (.08)       $      (.94)
 Discontinued operations                              2.32               --                      2.32               --
                                               -----------        -----------             -----------        -----------
 Net income/(loss)                             $      2.33        $      (.65)            $      2.24        $      (.94)
                                               ===========        ===========             ===========        ===========

Weighted average number of common
  shares outstanding during period               5,000,850          5,000,850               5,000,850          5,000,850
</TABLE>



                 See notes to consolidated financial statements.


                                  Page 4 of 15
<PAGE>   5
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(amounts in thousands)
                                                                           FOR THE SIX MONTHS ENDED
                                                                         ---------------------------
                                                                          JUNE 30,          JUNE 30,
                                                                            1996             1995
                                                                         ---------       -----------
<S>                                                                      <C>             <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss from continuing operations                                  $   (409)       $  (4,704)
       Adjustments to reconcile net loss to net
          cash used in continuing
          operating activities:
             Depreciation and amortization
                 (including debt issuance costs)                            1,827            2,554
             Straight-lining of rental income                                (971)            (735)
             Equity in income of unconsolidated joint
                 venture (net of distributions of
                 $4,149 in 1996 and contributions of
                 $951 in 1995)                                              2,199           (1,812)
       Change in assets and liabilities:
             Accounts receivable                                             (336)             (44)
             Note receivable                                                 --              4,550
             Amounts due to Vornado Realty Trust and its affiliate            371             (705)
             Liability for postretirement healthcare benefits                (810)              (6)
             Accounts payable and accrued liabilities                         805             (708)
             Other                                                           (718)          (3,108)
                                                                         --------        ---------

Net cash provided by (used in) operating activities of
    continuing operations                                                   1,958           (4,718)
Net cash used in discontinued operations                                   (1,038)         (28,232)
                                                                         --------        ---------
Net cash provided by (used in) operating activities                           920          (32,950)
                                                                         --------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to real estate                                              (24,051)         (11,607)
    Cash restricted for construction financing                               (122)          (6,000)
    Cash restricted for operating liabilities                               7,846          (14,835)
                                                                         --------        ---------
Net cash used in investing activities                                     (16,327)         (32,442)
                                                                         --------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of debt                                                       10,527          126,611
    Debt repayments                                                          (522)         (39,658)
    Deferred debt expense                                                    --             (4,962)
                                                                         --------        ---------
Net cash provided by financing activities                                  10,005           81,991
                                                                         --------        ---------

Net (decrease) increase in cash and cash equivalents                       (5,402)          16,599
Cash and cash equivalents at beginning of period                            8,471            2,363
                                                                         --------        ---------

Cash and cash equivalents at end of period                               $  3,069        $  18,962
                                                                         ========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash payments for interest (including capitalized
      interest of $4,455 and $3,000)                                     $ 10,187        $   9,363
                                                                         ========        =========
</TABLE>

                 See notes to consolidated financial statements.

                                  Page 5 of 15
<PAGE>   6
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  CONSOLIDATED FINANCIAL STATEMENTS

      The consolidated balance sheet as of June 30, 1996, the consolidated
    statements of operations for the three and six months ended June 30, 1996
    and June 30, 1995, and the consolidated statements of cash flows for the six
    months ended June 30, 1996 and June 30, 1995 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 generally accepted
    accounting principles have been condensed or omitted. These condensed
    consolidated financial statements should be read in conjunction with the
    financial statements and notes thereto included in the Company's 1995 Annual
    Report to Shareholders. The results of operations for the three and six
    months ended June 30, 1996 are not necessarily indicative of the operating
    results for the full year.


2.  RELATED PARTY TRANSACTIONS

        Under a management and development agreement (the "Management
    Agreement") with Vornado Realty Trust ("Vornado"), Alexander's incurred fees
    of $938,000 and $1,163,000 in the three months ended June 30, 1996 and 1995
    and $3,468,000 and $1,551,000 in the six months ended June 30, 1996 and
    1995. The fees for the six months ended June 30, 1996, included $1,443,000
    related to the completion of the redevelopment of the Rego Park I property
    in the quarter ended March 31, 1996.

      The fee pursuant to the Management Agreement is in addition to the leasing
    fee the Company pays to Vornado under the terms of its leasing agreement.
    Subject to the payment of rents by tenants, Vornado is due $5,073,000 at
    June 30, 1996 under such agreement. The lease which Vornado had previously
    negotiated with Caldor on behalf of the Company for a portion of its Rego
    Park I property was rejected in March 1996 in Caldor's bankruptcy
    proceedings, resulting in $1,717,000 of previously recorded leasing fees
    payable and the corresponding deferred lease expense being reversed in the
    quarter ended March 31, 1996.

      In addition, the Company incurred interest on its loan from Vornado of
    $1,889,000 in each of the three-month periods ended June 30, 1996 and 1995,
    of which $1,203,000 was capitalized this year and $682,000 was capitalized
    last year. Interest on the loan was $3,758,000 and $2,177,000 in the six
    months ended June 30, 1996 and 1995, of which $1,857,000 and $682,000 were
    capitalized.

                                  Page 6 of 15
<PAGE>   7
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.  CONTINGENCIES

      Paramus Property

      Recently, the Company was notified that the State of New Jersey had
    reduced the acreage that it intended to condemn to approximately 9 acres
    from the 10 acres it had previously sought. The land subject to the
    condemnation is located on the periphery of the property and will be used to
    lessen traffic congestion. The New Jersey Department of Transportation
    ("DOT") amended its offer to purchase the land to approximately $15,000,000
    (previously $15,400,000) based on an appraisal performed on its behalf for
    the reduced acreage. The Company is negotiating with the DOT to attempt to
    reach agreement on the value and other terms. In the event that the Company
    and the DOT do not reach agreement, a formal process may be initiated by the
    DOT pursuant to which, among other things, a group of independent
    commissioners will be appointed by a court to adjudicate the disputed
    matters.

      Lexington Avenue Property

      At one time, the Company's Lexington Avenue property was being considered
    by the Port Authority of New York and New Jersey (the "Port Authority") for
    the site of the terminus for a rail link from midtown Manhattan to LaGuardia
    and Kennedy Airports. The Port Authority recently approved a plan that would
    link Kennedy Airport to Manhattan without involving the Company's Lexington
    Avenue property.

      Tax Certiorari Proceedings

      In June 1996, a certiorari proceeding the Company had against the County
    of Nassau for overpayment of taxes on its former Valley Stream Store
    property for the period from 1986 to 1992 was resolved. The proceeds of
    $9,602,000, net, was received in July 1996.

      Environmental Matters

      The results of a 1993 Phase I environmental study at the Kings Plaza
    Shopping Center's ("Center") property show that certain adjacent properties
    owned by third parties have experienced petroleum hydrocarbon contamination.
    Based on this study and preliminary investigation of the Center's property
    and its history, there is potential for contamination on the property. If
    contamination is found on the property, the Center may be required to engage
    in remediation activities; management is unable to estimate the financial
    impact of potential contamination if any is discovered in the future. If
    further investigations reveal that there is contamination on its site, since
    the Center believes such contamination would have resulted from activities
    of third parties, the Center intends to pursue all available remedies
    against any of these third parties.

      The Company is aware of the presence of asbestos-containing materials at
    several of its properties and believes that it manages such asbestos in
    accordance with applicable laws. The Company plans to abate or remove such
    asbestos as appropriate.


                                  Page 7 of 15
<PAGE>   8
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      Caldor Corporation ("Caldor")

      In September 1995, Caldor, which leases the Fordham Road and Flushing
    Properties from the Company, filed for relief under Chapter 11 of the United
    States Bankruptcy Code. Property rentals from these two leases represent
    approximately 39% of the Company's consolidated revenues for the six months
    ended June 30, 1996 and approximately 56% of the Company's consolidated
    revenues for the year ended December 31, 1995. Caldor leased these
    properties "as is", expended the entire cost of refurbishing these stores
    and has not affirmed either of these leases, but continues to pay rent on
    both of these locations. The loss of property rental payments under either
    of these leases could have a material adverse effect on the financial
    condition and results of operations of the Company.

      Caldor was also a lessee for a portion of the Rego Park I property. Caldor
    received Bankruptcy Court approval to reject the lease effective March 18,
    1996. The Company will file a claim for damages based on such rejection.


                                  Page 8 of 15
<PAGE>   9
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    The Company's revenues, which consist of property rentals, tenant expense
reimbursements and equity in income of unconsolidated joint venture were
$5,686,000 in the quarter ended June 30, 1996, compared to $2,945,000 in the
prior year's quarter, an increase of $2,741,000. Revenues were $10,370,000 for
the six months ended June 30, 1996, compared to $6,499,000 for the prior year's
six months, an increase of $3,871,000. Of these increases (i) $595,000 and
$1,089,000 were from equity in income of the unconsolidated joint venture (the
Kings Plaza Shopping Center), (ii) $1,957,000 and $2,410,000 were from the
commencement of rents and paid parking at the Company's Rego Park I property in
March 1996, and (iii) $189,000 and $372,000 were from an increase in operating
expenses passed through to tenants.

     Operating expenses were $1,429,000 in the quarter ended June 30, 1996,
compared to $882,000 in the prior year's quarter, an increase of $547,000.
Operating expenses were $2,453,000 in the six months ended June 30, 1996,
compared to $1,528,000 in the prior year's six months, an increase of $925,000.
These increases resulted from (i) expenses in connection with the paid parking
operations in Rego Park and (ii) real estate taxes, maintenance and utility
expenses, which were primarily passed through to tenants.

    General and administrative expenses were $1,262,000 in the quarter ended
June 30, 1996, compared to $1,736,000 in the prior year's quarter, a decrease of
$474,000. General and administrative expenses were $2,422,000 in the six months
ended June 30, 1996 compared to $2,772,000 in the prior year's six months, a
decrease of $350,000. These decreases resulted primarily from lower professional
fees.

    Interest and debt expense for the quarter ended June 30, 1996, did not
change significantly from such expense for the prior year's quarter. Interest
and debt expense was $6,736,000 in the six months ended June 30, 1996, compared
to $6,222,000 in the prior year's six months, an increase of $514,000. This
increase was primarily attributable to interest on higher levels of average debt
in the first quarter of 1996.

    Other income and interest income, net was $1,033,000 in the quarter ended
June 30, 1996, compared to $687,000 in the prior year's quarter, an increase of
$346,000. Other income and interest income, net was $1,655,000 in the six months
ended June 30, 1996, compared to $784,000 in the prior year's six months, an
increase of $871,000. These increases resulted primarily from (i) a
reimbursement of expenses of $658,000 received in the second quarter of this
year from the Company's partner in the unconsolidated joint venture and (ii) the
amortization of deferred gains in connection with the Company's postretirement
healthcare benefits of $265,000 and $530,000 in the three and six months ended
June 30, 1996, partially offset by (iii) a decrease in interest income of
$412,000 and $288,000 as a result of lower average cash invested this year than
in the prior year's periods.

     As a result of the Company's intention to elect to be taxed as a REIT for
the year ended December 31, 1995, the deferred tax balance of $1,406,000 at
December 31, 1994 was reversed, resulting in an income tax benefit in the
quarter ended March 1995.

    Discontinued Operations
    The Company recorded income from discontinued operations of $11,602,000 in
the quarter ended June 30, 1996 comprised of (i) $9,602,000 from the settlement
of a tax certiorari proceeding against the County of Nassau for overpayment of
taxes on its former Valley Stream Store property (see "Liquidity and Capital
Resources") and (ii) $2,000,000 from the reduction of "Other liabilities of
discontinued operations" to amounts estimated to be needed to resolve these
liabilities.


                                  Page 9 of 15
<PAGE>   10
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES

    Six Months Ended June 30, 1996

    Cash provided by operating activities of $920,000 was comprised of
$2,646,000 from results of operations (net loss from continuing operations of
$409,000 offset by non-cash items of $3,055,000), offset by a net change in
operating assets and liabilities of $1,726,000.

    Net cash used in investing activities of $16,327,000 was comprised primarily
of capital expenditures of $24,051,000, offset by the release of cash restricted
for operating liabilities of $7,846,000.

    Net cash provided by financing activities of $10,005,000 was comprised of
proceeds from the issuance of debt of $10,527,000 (net of deferred debt
expense), offset by repayments of debt of $522,000.

    Six Months Ended June 30, 1995

    Cash used in operating activities of $32,950,000 was comprised of: (i) a net
loss of $4,704,000 and (ii) the payment of liabilities of discontinued
operations of $28,232,000.

    Net cash used in investing activities of $32,442,000 was comprised of
capital expenditures of $11,607,000, cash restricted for construction financing
of $6,000,000 and cash restricted for operating liabilities of $14,835,000.

    Net cash provided by financing activities of $81,991,000 was comprised of
proceeds from the issuance of debt of $121,649,000 (net of deferred debt
expense), offset by repayments of debt of $39,658,000.

    In connection with the redevelopment of the existing building and the
construction of a multi-level parking structure on its Rego Park I property, the
Company has expended approximately $36,500,000 and expects to expend, through
the third quarter of 1996, up to an additional $3,000,000 to complete the
project. At June 30, 1996, there was $1,700,000 available under a $60,000,000
construction loan to fund these expenditures with the balance to be funded from
existing cash. The Company estimates that its capital expenditure requirements
for other redevelopment projects will include: (i) the redevelopment of the
Paramus property at a cost of approximately $50,000,000 to $60,000,000 and (ii)
the demising of the Kings Plaza Store and installation of vertical
transportation which may have an improvement cost between $10,000,000 and
$20,000,000. Further, the Company is evaluating redevelopment plans for the
Lexington Avenue site, which may involve razing the existing building and
developing a large multi-use building requiring capital in excess of
$300,000,000 to be expended. While the Company anticipates that financing will
be available for these redevelopment projects, there can be no assurance that
such financing will be obtained or if obtained, that such financings will be on
terms that are acceptable to the Company. In addition, it is uncertain as to
when these projects will commence.

    On September 18, 1995, Caldor, which leases the Fordham Road and Flushing
Properties from the Company, filed for relief under Chapter 11 of the United
States Bankruptcy Code. Caldor accounted for approximately 39% of the Company's
consolidated revenues for the six months ended June 30, 1996 and approximately
56% of the Company's consolidated revenues for the year ended December 31, 1995.
Caldor leased these properties "as is", expended the entire cost of refurbishing
these stores and continues to pay rent on both of these locations. The loss of
property rental payments under either of these leases could have a material
adverse effect on the financial condition and results of operations of the
Company.


                                  Page 10 of 15
<PAGE>   11
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



    Caldor was also a lessee for a portion of the Rego Park I property. Caldor
received Bankruptcy Court approval to reject the lease effective March 18, 1996.
The Company will file a claim for damages based on such rejection.

    Alexander's current operating properties (five of its nine properties) do
not generate sufficient cash flow to pay all of its expenses. The Company's four
non-operating properties (Lexington Avenue, Paramus, the Kings Plaza Store and
Rego Park II) are in various stages of redevelopment. As rents commence from a
portion of the redevelopment properties, the Company expects that cash flow will
become positive.

    The Company estimates that the fair market values of its assets are
substantially in excess of their historical cost and that there is additional
borrowing capacity. Alexander's continues to evaluate its needs for capital
which may be raised through (a) property specific or corporate borrowing, (b)
the sale of securities and (c) asset sales.

    In December 1995, the Company completed a tax certiorari proceeding with the
City of New York regarding the Kings Plaza Shopping Center property. As a result
of this settlement, $6,000,000 of the $8,000,000 held in escrow for unpaid real
estate taxes was released during the quarter ended June 30, 1996 and the balance
is expected to be released in the near future.

    In June 1996, a certiorari proceeding the Company had against the County of
Nassau for overpayment of taxes on its former Valley Stream Store property for
the period from 1986 to 1992 was resolved. The proceeds of $9,602,000, net, was
received in July 1996.

    In addition, the Company may receive the proceeds from condemnation
proceedings of a portion of its Paramus property -- see Note 3 - Contingencies -
"Paramus Property".

    Although there can be no assurance, the Company believes that these cash
sources will be adequate to fund cash requirements until its operations generate
adequate cash flow.

                                  Page 11 of 15
<PAGE>   12
                                ALEXANDER'S, INC.



PART II.    OTHER INFORMATION

      ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                 On May 22, 1996, the Company held its annual meeting of
            stockholders. The matters on which the stockholders voted,
            in person or by proxy, were: (1) the election of the three
            nominees listed in the Proxy Statement to serve on the Board
            of Directors for a term of three years, or until their
            respective successors are duly elected and qualify and (2)
            the approval of the Company's Omnibus Stock Plan. The three
            nominees were elected at the meeting and the Omnibus Stock
            Plan was approved. The results of the voting are shown
            below:
<TABLE>
<CAPTION>
                                        Election of Directors
                                        ---------------------
                                                                           Votes Cast
                                                                           Against or
                     Directors                    Votes Cast For           Withheld
                     ---------                    --------------           --------
<S>                                                  <C>                   <C>    
                 David Mandelbaum                    4,146,549             633,665
                 Arthur I. Sonnenblick               4,146,549             633,665
                 Richard West                        4,146,549             633,665
<CAPTION>


                                   Approval of Omnibus Stock Plan
                                   ------------------------------
                                                                            Abstention
                                                    Votes Cast               or Broker
                     Votes Cast For                   Against                Non-Vote
                     --------------                   -------                --------
<S>                                                  <C>                      <C>    
                       3,167,708                     1,316,454                296,052
</TABLE>


      ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

            (a)  Exhibits:  The following exhibits are filed with this
                                   Quarterly Report on Form 10-Q.


                 10  Alexander's, Inc. Omnibus Stock Plan, as amended.
                     Incorporated herein by reference from Exhibit 4.1 to the
                     Registrant's Registration Statement on Form S-8
                     (Registration No. 333-07341).

                 27  Financial Data Schedule

            (b)  Reports on Form 8-K

                 None


                                  Page 12 of 15
<PAGE>   13
                                ALEXANDER'S, INC.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 ALEXANDER'S, INC.
                                          -----------------------------
                                                   (Registrant)




Date:  August 8, 1996                           /s/ Joseph Macnow
                                          -----------------------------
                                                    JOSEPH MACNOW
                                            Vice President - Chief Financial
                                          Officer and Chief Accounting Officer



                                  Page 13 of 15
<PAGE>   14
                                ALEXANDER'S, INC.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                              PAGE NUMBER IN
                                                                                SEQUENTIAL
         EXHIBIT NO.                                                             NUMBERING
         -----------                                                             ---------


<S>                                                                                 <C> 
            10           Alexander's, Inc. Omnibus Stock Plan, as amended.
                         Incorporated herein by reference from Exhibit 4.1 to
                         the Registrant's Registration Statement on Form S-8
                         (Registration No. 333-07341).

            27           Financial Data Schedule                                    15
</TABLE>


                                  Page 14 of 15



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          12,250
<SECURITIES>                                         0
<RECEIVABLES>                                      516
<ALLOWANCES>                                       147
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         210,081
<DEPRECIATION>                                (38,373)
<TOTAL-ASSETS>                                 215,350
<CURRENT-LIABILITIES>                                0
<BONDS>                                        192,888
                            5,174
                                          0
<COMMON>                                             0
<OTHER-SE>                                    (13,117)
<TOTAL-LIABILITY-AND-EQUITY>                   215,350
<SALES>                                              0
<TOTAL-REVENUES>                                10,370
<CGS>                                                0
<TOTAL-COSTS>                                    2,453
<OTHER-EXPENSES>                                 3,245
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,736
<INCOME-PRETAX>                                  (409)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (409)
<DISCONTINUED>                                  11,602
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,193
<EPS-PRIMARY>                                    $2.24
<EPS-DILUTED>                                    $2.24
        

</TABLE>


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