<PAGE> 1
EXHIBIT INDEX ON PAGE 13
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: MARCH 31, 1997
-----------------------------
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 May 2, 1997 there were 5,000,850 common shares outstanding.
Page 1 of 14
<PAGE> 2
ALEXANDER'S, INC.
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996.................................. 3
Consolidated Statements of Operations for the Three
Months Ended March 31, 1997 and March 31, 1996......... 4
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1997 and March 31, 1996......... 5
Notes to Consolidated Financial Statements............. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K....................... 11
Signatures ....................................................... 12
Exhibit Index ...................................................... 13
Exhibit 27 ....................................................... 14
Page 2 of 14
<PAGE> 3
PART I. FINANCIAL INFORMATION
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
<S> <C> <C>
ASSETS:
Real estate, at cost:
Land $ 45,999 $ 45,999
Buildings, leaseholds and improvements
(including $366 and $242 of
construction in progress at
March 31, 1997 and December 31, 1996) 114,646 114,280
Capitalized expenses and predevelopment
costs 51,520 47,488
--------- ---------
Total 212,165 207,767
Less accumulated depreciation and
amortization (39,809) (39,375)
--------- ---------
172,356 168,392
Investment in unconsolidated joint
venture 11,550 12,613
--------- ---------
Real estate, net 183,906 181,005
Cash and cash equivalents 17,354 5,480
Restricted cash 5,039 5,620
Accounts receivable, net of allowance for
doubtful accounts of $147 in each period 265 201
Receivable arising from the straight-lining
of rents, net 6,496 5,984
Deferred lease and other expenses 13,125 9,966
Deferred debt expense 2,046 2,364
Other assets 2,517 965
--------- ---------
TOTAL ASSETS $ 230,748 $ 211,585
========= =========
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Debt $ 208,685 $ 192,347
Amounts due to Vornado Realty Trust and
its affiliate 8,962 6,207
Accounts payable and accrued liabilities 4,773 4,246
Other liabilities from discontinued operations 2,373 2,622
Minority interest 600 600
--------- ---------
TOTAL LIABILITIES 225,393 206,022
--------- ---------
Commitments and contingencies
Stockholders' Equity:
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 (23,702) (23,494)
--------- ---------
6,315 6,523
Less treasury shares, 172,600 shares at
cost (960) (960)
--------- ---------
Total stockholders' equity 5,355 5,563
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 230,748 $ 211,585
========= =========
</TABLE>
See notes to consolidated financial statements.
Page 3 of 14
<PAGE> 4
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share amounts)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 31,
1997 1996
----------- -----------
<S> <C> <C>
Revenues:
Property rentals $ 4,220 $ 3,127
Expense reimbursements 491 290
Equity in income of unconsolidated
joint venture 1,287 1,267
----------- -----------
Total revenues 5,998 4,684
----------- -----------
Expenses:
Operating (including management fee to Vornado
of $210 in 1997 and 1996) 1,612 1,024
General and administrative (including
management fee to Vornado of $540
in 1997 and 1996) 981 1,160
Depreciation and amortization 571 267
----------- -----------
Total expenses 3,164 2,451
----------- -----------
Operating income 2,834 2,233
Interest and debt expense
(including interest on loan from Vornado) (3,294) (3,317)
Interest and other income, net 252 622
----------- -----------
Net loss $ (208) $ (462)
=========== ===========
Net loss per share $ (.04) $ (.09)
=========== ===========
Weighted average number of common
shares outstanding during period 5,000,850 5,000,850
=========== ===========
</TABLE>
See notes to consolidated financial statements.
Page 4 of 14
<PAGE> 5
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 31,
1997 1996
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (208) $ (462)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation and amortization
(including debt issuance costs) 1,057 776
Straight-lining of rental income (512) (384)
Equity in income of unconsolidated joint
venture (net of distributions of
$2,350 and $2,634 in 1997 and 1996) 1,063 1,367
Change in assets and liabilities:
Accounts receivable (64) (264)
Amounts due to Vornado Realty Trust and its affiliate (542) (532)
Liability for postretirement healthcare benefits -- (504)
Accounts payable and accrued liabilities 527 (21)
Other liabilities from discontinued operations (249) (109)
Other (1,552) 1,181
-------- -------
Net cash (used in) provided by operating activities (480) 1,048
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (4,398) (9,394)
Cash restricted for construction financing 2 (72)
Cash restricted for operating liabilities 579 3,262
-------- -------
Net cash used in investing activities (3,817) (6,204)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt 16,667 5,056
Debt repayments (329) (215)
Deferred debt expense (167) --
-------- -------
Net cash provided by financing activities 16,171 4,841
-------- -------
Net increase (decrease) cash and cash equivalents 11,874 (315)
Cash and cash equivalents at beginning of period 5,480 8,471
-------- -------
Cash and cash equivalents at end of period $ 17,354 $ 8,156
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (including capitalized
interest of $2,254 and $2,240) $ 5,063 $ 5,048
======== =======
</TABLE>
See notes to consolidated financial statements.
Page 5 of 14
<PAGE> 6
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 1997, the consolidated
statements of operations for the three months ended March 31, 1997, and the
consolidated statements of cash flows for the three months ended March 31,
1997 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 1996 Annual Report to
Shareholders. The results of operations for the three months ended March 31,
1997 are not necessarily indicative of the operating results for the full
year.
2. RELATED PARTY TRANSACTIONS
Under a three-year management and development agreement (the "Management
Agreement") with Vornado Realty Trust ("Vornado"), which commenced March 2,
1995, Alexander's incurred fees of $938,000 and $1,088,000 in the three
months ended March 31, 1997 and 1996.
In addition to the fee payable pursuant to the Management Agreement, the
Company pays Vornado a leasing fee under the terms of its leasing agreement.
Alexander's incurred leasing fees of $625,000 in the three months ended March
31, 1997 and 1996. Vornado is due $8,318,000 at March 31, 1997 under such
agreement, subject to the payment of rents by tenants.
In March 1995, the Company borrowed $45,000,000 from Vornado, the
subordinated tranche of a $75,000,000 secured financing. The loan has a
three-year term and presently bears interest at 15.60% (previously bore
interest at 16.43% through March 1997). The Company incurred interest on its
loan from Vornado of $1,830,000 and $1,869,000 in the three months ended
March 31, 1997 and 1996, of which $1,216,000 was capitalized this year and
$614,000 was capitalized last year.
3. CONTINGENCIES
Paramus Property
The Company owns 39.3 acres of land, including its former store building,
located in Paramus, New Jersey. Approximately 9 acres located on the
property's periphery are subject to condemnation by the State of New Jersey.
Alexander's and the New Jersey Department of Transportation ("DOT") are
negotiating an agreement, pursuant to which the DOT will pay approximately
$14,700,000 for the property subject to condemnation and grant the Company
the right to develop up to 550,000 square feet on the remaining acreage. The
agreement with the DOT is subject to negotiation of final documentation and
to certain municipal approvals.
Page 6 of 14
<PAGE> 7
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Caldor Corporation ("Caldor")
Property rentals from Caldor, which filed for relief under Chapter 11 of the
United States Bankruptcy Code in September 1995, represented approximately
36% of the Company's consolidated revenues for the three months ended March
31, 1997 and the year ended December 31, 1996. On April 17, 1997, Caldor
filed for Bankruptcy Court approval to reject its Fordham Road lease
effective June 20, 1997. After the Bankruptcy Court's approval, Caldor would
no longer have any obligation to pay rent under this lease. Alexander's will
file a claim for damages based on such rejection. The annual base rental
under this lease is $3,537,000 (approximately 19% of the Company's
consolidated revenues). The loss of property rental payments under the Caldor
leases (for the Flushing and Fordham Road Properties) could have a material
adverse effect on the financial condition and results of operations of the
Company.
Page 7 of 14
<PAGE> 8
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
$5,998,000 in the quarter ended March 31, 1997, compared to $4,684,000 in the
prior year's quarter, an increase of $1,314,000.
Property rentals were $4,220,000 in the quarter ended March 31, 1997,
compared to $3,127,000 in the prior year's quarter, an increase of $1,093,000.
This increase resulted primarily from a full quarter this year of rents and paid
parking at the Company's Rego Park I property compared to one month in 1996. The
Company expects its property rentals to be adversely affected by the rejection
of Caldor's Fordham Road lease - see Liquidity and Capital Resources.
Tenant expense reimbursements were $491,000 in the quarter ended March 31,
1997 compared to $290,000 in the prior year's quarter, an increase of $201,000.
This increase reflects a corresponding increase in operating expenses passed
through to tenants and was largely the result of a full quarter of operations at
the Company's Rego Park I property this year compared to one month in 1996.
Equity in income of unconsolidated joint venture ("the Kings Plaza Shopping
Center") in the quarter ended March 31, 1997 did not change significantly from
the prior year's quarter.
Operating expenses were $1,612,000 in the quarter ended March 31, 1997,
compared to $1,024,000 in the prior year's quarter, an increase of $588,000.
This increase resulted primarily from a full quarter of operations at the Rego
Park I property this year compared to one month in 1996.
General and administrative expenses were $981,000 in the quarter ended March
31, 1997, compared to $1,160,000 in the prior year's quarter, a decrease of
$179,000. This decrease resulted primarily from lower professional fees.
Interest and debt expense was $3,294,000 for the quarter ended March 31, 1997
compared to $3,317,000 for the prior year's quarter, a decrease of $23,000. This
decrease resulted primarily from more interest expense being capitalized on
other redevelopment projects in the quarter ended March 31, 1997, offset by
interest on the Rego Park I debt being charged to income this year whereas in
the prior year's quarter such interest was capitalized through mid-March at
which time the property became operational.
Interest and other income, net was $252,000 in the quarter ended March 31,
1997, compared to $622,000 in the prior year's quarter, a decrease of $370,000.
This decrease resulted primarily from (i) lower average cash invested this year
than in the prior year, and (ii) the amortization of deferred gains in
connection with the Company's postretirement healthcare benefits and refunds in
the prior year.
Page 8 of 14
<PAGE> 9
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
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 its capital expenditure requirements for
redevelopment projects will include: (i) approximately $3,000,000 to complete
the Rego Park I project, (ii) the redevelopment of the Paramus property, which
may include razing the existing building (in which case, the carrying cost of
approximately $5,400,000 would be written-off), at a cost of approximately
$60,000,000 to $70,000,000, (iii) the redevelopment of the Kings Plaza Store
property at a cost of approximately $5,000,000 to $10,000,000 and (iv)
improvements to the Kings Plaza Shopping Center at a cost of approximately
$15,000,000. Further, the Company is evaluating redevelopment plans for the
Lexington Avenue site, which may involve razing the existing buildings (in which
case, the carrying cost of approximately $15,000,000 would be written-off) 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 after tenants have been obtained 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.
Property rentals from Caldor, which filed for relief under Chapter ll of the
United States Bankruptcy Code in September 1995, represented approximately 36%
of the Company's consolidated revenues for the three months ended March 31, 1997
and the year ended December 31, 1996. On April 17, 1997, Caldor filed for
Bankruptcy Court approval to reject its Fordham Road lease effective June 20,
1997. After the Bankruptcy Court's approval, Caldor would no longer have any
obligation to pay rent under this lease. Alexander's will file a claim for
damages based on such rejection. The annual base rental revenue under this lease
is $3,537,000 (approximately 19% of the Company's consolidated revenues). The
loss of property rental payments under the Caldor leases (for the Flushing and
Fordham Road Properties) could have a material adverse effect on the financial
condition and results of operations of the Company. In addition, Caldor failed
to meet certain financial tests required under the Company's Fordham Road
mortgage. As a result, the Company is required to remit the net cash flow from
the Fordham Road Property into an account of the lender as additional payments
under the loan. The amount remitted to the lender for the three months ended
March 31, 1997 was $204,000.
The Company's leases with Circuit City, Bed Bath & Beyond and Old Navy for
the remaining 112,000 square feet at its Rego Park I property are expected to
commence during the second quarter of 1997. In addition, Sears, which leased
289,000 square feet of the Company's Kings Plaza Store property for use as a
full-line department store, is expected to commence in the last quarter of 1997.
During the quarter, the Company extended its Rego Park construction loan for
one year maturing on March 30, 1998. As of March 31, 1997, $75,000,000 was
funded under such construction loan (approximately $16,667,000 was borrowed in
the quarter ended March 31, 1997). The loan bears interest at LIBOR plus 1.00%
(6.30% at March 31, 1997). The Company has also agreed with the bank to
refinance the existing loan through the issuance of rated commercial mortgage
backed securities later this year.
Page 9 of 14
<PAGE> 10
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 addition, the Company may receive proceeds from condemnation proceedings
of a portion of its 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.
CASH FLOWS
Three Months Ended March 31, 1997
Cash used in operating activities of $480,000 was comprised of (i) a net loss
of $208,000, (ii) the payment of liabilities of discontinued operations of
$249,000 and (iii) the net change in operating assets and liabilities of
$1,631,000, offset by adjustments for non-cash items of $1,608,000. The
adjustments for non-cash items are comprised of (i) depreciation and
amortization of $1,057,000 and (ii) equity in income of unconsolidated joint
venture of $1,063,000, offset by the effect of straight-lining of rental income
of $512,000.
Net cash used in investing activities of $3,817,000 was comprised of capital
expenditures of $4,398,000, offset by the release of cash restricted for both
operating liabilities and construction financing of $581,000.
Net cash provided by financing activities of $16,171,000 was comprised of
proceeds from the issuance of debt (net of deferred debt expense) of $16,500,000
on the Rego Park I property, offset by repayments of debt of $329,000.
Three Months Ended March 31, 1996
Cash provided by operating activities of $1,048,000 was comprised of
$1,297,000 from results of operations (net loss of $462,000 offset by non-cash
items of $1,759,000), offset by a net change in operating assets and liabilities
of $249,000.
Net cash used in investing activities of $6,204,000 was comprised primarily
of capital expenditures of $9,394,000, offset by the release of cash restricted
for operating liabilities of $3,262,000.
Net cash provided by financing activities of $4,841,000 was comprised of
proceeds from the issuance of debt of $5,056,000 (net of deferred debt expense),
offset by repayments of debt of $215,000.
RECENTLY ISSUED ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board adopted Statement
No. 128 "Earnings Per Share". The statement is effective for fiscal years ending
after December 15, 1997. The Company believes that this pronouncement will not
have a material effect on its net income (loss) per share.
Page 10 of 14
<PAGE> 11
ALEXANDER'S, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: The following exhibits are filed with this
Quarterly Report on Form 10-Q.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
Page 11 of 14
<PAGE> 12
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: May 8, 1997 /s/ Joseph Macnow
------------------------------------
JOSEPH MACNOW
Vice President - Chief Financial
Officer and Chief Accounting Officer
Page 12 of 14
<PAGE> 13
ALEXANDER'S, INC.
EXHIBIT INDEX
PAGE NUMBER IN
SEQUENTIAL
EXHIBIT NO. NUMBERING
----------- ---------------
27 Financial Data Schedule 14
Page 13 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 17,354
<SECURITIES> 0
<RECEIVABLES> 412
<ALLOWANCES> (147)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 223,715
<DEPRECIATION> (39,809)
<TOTAL-ASSETS> 230,748
<CURRENT-LIABILITIES> 0
<BONDS> 208,685
0
0
<COMMON> 5,174
<OTHER-SE> 181
<TOTAL-LIABILITY-AND-EQUITY> 230,748
<SALES> 0
<TOTAL-REVENUES> 5,998
<CGS> 0
<TOTAL-COSTS> 3,164
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,294
<INCOME-PRETAX> (208)
<INCOME-TAX> 0
<INCOME-CONTINUING> (208)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (208)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
