<PAGE> 1
EXHIBIT INDEX ON PAGE 15
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, 1999
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)
N/A
(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 9, 1999 there were 5,000,850 common shares outstanding.
Page 1
<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, 1999
and December 31, 1998.................................. 3
Consolidated Statements of Operations for the Three
and Six Months Ended June 30, 1999 and June 30, 1998... 4
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1999 and June 30, 1998........... 5
Notes to Consolidated Financial Statements............. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8
Item 3. Quantitative and Qualitative
Disclosures about Market Risk.......................... 12
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders.... 13
Item 6. Exhibits and Reports on Form 8-K....................... 13
Signatures ....................................................... 14
Exhibit Index....................................................... 15
</TABLE>
Page 2
<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,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS:
Real estate, at cost:
Land $ 83,957 $ 83,957
Buildings, leaseholds and improvements 149,849 149,054
Capitalized expenses and predevelopment
costs 64,897 57,675
--------- ---------
Total 298,703 290,686
Less accumulated depreciation and
amortization (53,294) (51,529)
--------- ---------
Real estate, net 245,409 239,157
Cash and cash equivalents 15,109 15,363
Restricted cash 6,755 9,402
Accounts receivable, net of allowance for
doubtful accounts of $523 in 1999 and $841 in 1998 3,196 3,303
Receivable arising from the straight-lining
of rents, net 11,763 13,036
Deferred lease and other property costs 25,591 27,921
Deferred debt expense 3,764 2,693
Other assets 2,820 6,168
--------- ---------
TOTAL ASSETS $ 314,407 $ 317,043
========= =========
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
--------- ---------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Debt (including $45,000 due to Vornado) $ 273,807 $ 277,113
Amounts due to Vornado Realty Trust and
its affiliate 3,592 5,840
Accounts payable and accrued liabilities 9,269 10,113
Other liabilities 16,953 17,003
--------- ---------
TOTAL LIABILITIES 303,621 310,069
--------- ---------
Commitments and contingencies
Stockholders' Equity:
Common stock; $1.00 par value per share;
authorized 10,000,0000 shares;
issued 5,173,450 5,174 5,174
Additional capital 24,843 24,843
Deficit (18,271) (22,083)
--------- ---------
11,746 7,934
Less treasury shares, 172,600 shares
at cost (960) (960)
--------- ---------
Total stockholders' equity 10,786 6,974
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 314,407 $ 317,043
========= =========
</TABLE>
See notes to consolidated financial statements.
Page 3
<PAGE> 4
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Property rentals $ 10,758 $ 6,720 $ 22,146 $ 12,351
Expense reimbursements 5,279 1,612 10,514 2,610
Equity in income of unconsolidated
joint venture -- 1,141 -- 2,519
-------- -------- -------- --------
Total revenues 16,037 9,473 32,660 17,480
-------- -------- -------- --------
Expenses:
Operating (including management fee to
Vornado of $347 and $210 each for the
three months ended in 1999 and 1998;
$674 and $420 each for the six months
ended in 1999 and 1998) 7,455 2,993 16,451 5,013
General and administrative (including
management fee to Vornado of $540 and
$1,080 each for the three and six months
ended in 1999 and 1998, respectively) 942 1,371 1,921 2,237
Depreciation and amortization 1,292 893 2,630 1,691
-------- -------- -------- --------
Total expenses 9,689 5,257 21,002 8,941
-------- -------- -------- --------
Operating income 6,348 4,216 11,658 8,539
Interest and debt expense
(including interest on loan due to Vornado) (4,339) (3,260) (8,100) (6,925)
Interest and other income, net 327 160 253 424
-------- -------- -------- --------
Net income $ 2,336 $ 1,116 $ 3,811 $ 2,038
======== ======== ======== ========
Net income per share - basic $ .47 $ .22 $ .76 $ .41
======== ======== ======== ========
Net income per share - diluted $ .47 $ .22 $ .76 $ .40
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 5
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------
JUNE 30, JUNE 30,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................................... $ 3,811 $ 2,038
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization
(including debt issuance costs) ............................... 3,709 2,290
Straight-lining of rental income ............................... (1,727) (2,723)
Write-off of the asset arising from the straight-lining of rents 3,000 --
Change in assets and liabilities:
Accounts receivable ............................................ 3,187 (1,548)
Investment in excess of equity in income
of unconsolidated joint venture ............................... -- (386)
Amounts due to Vornado Realty Trust and its affiliate .......... (716) (704)
Accounts payable and accrued liabilities ....................... (844) 1,018
Other liabilities .............................................. (50) (67)
Other .......................................................... 199 114
-------- --------
Net cash provided by operating activities .......................... 10,569 32
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate ....................................... (8,017) (6,711)
Cash restricted for construction and development ............... 2,668 (10,349)
Cash restricted for operating liabilities ...................... (21) (43)
Acquisition of Kings Plaza Mall ................................ -- (28,000)
Collection of condemnation proceeds ............................ -- 14,700
-------- --------
Net cash used in investing activities .............................. (5,370) (30,403)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt ............................................... 82,000 90,000
Debt repayments ................................................ (85,306) (38,584)
Deferred debt expense .......................................... (2,147) (2,722)
-------- --------
Net cash (used in) provided by financing activities ................ (5,453) 48,694
-------- --------
Net (decrease) increase in cash and cash equivalents ............... (254) 18,323
Cash and cash equivalents at beginning of period ................... 15,363 2,691
-------- --------
Cash and cash equivalents at end of period ......................... $ 15,109 $ 21,014
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (including capitalized interest of
$4,458 and $3,721) ............................................ $ 11,479 $ 10,073
======== ========
</TABLE>
See notes to consolidated financial statements.
Page 5
<PAGE> 6
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Balance Sheet as of June 30, 1999, the Consolidated
Statements of Operations for the three and six months ended June 30, 1999 and
1998, and the Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and 1998 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 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 1998 Annual Report to
Shareholders. The results of operations for the six months ended June 30,
1999 are not necessarily indicative of the operating results for the full
year.
2. ACQUISITION OF KINGS PLAZA MALL
On June 18, 1998, the Company increased its interest in the Kings Plaza
Mall (the "Mall") to 100% by acquiring Federated Department Store's
("Federated") 50% interest. The purchase price was approximately $28,000,000,
which was paid in cash, plus the Company has agreed to pay Federated
$15,000,000 to renovate its Macy's store in the Mall and Federated agreed to
certain modifications to the Kings Plaza Operating Agreement.
Set forth below is the unaudited pro forma condensed consolidated operating
data for the Company for the six months ended June 30, 1998 as if the
acquisition of the Kings Plaza Mall and the related financing transactions
had occurred on January 1, 1998. (Amounts in thousands, except per share
amounts)
<TABLE>
<S> <C>
Revenues $ 30,600
=========
Net income $ 3,700
==========
Net income per share - basic $ .75
==========
Net income per share - diluted $ .74
==========
</TABLE>
3. RELATIONSHIP WITH VORNADO REALTY TRUST ("Vornado")
Vornado owns 29.3% of the Company's Common Stock. The Company is managed by
and its properties are redeveloped and leased by Vornado, pursuant to
agreements with a one-year term expiring in March of each year which are
automatically renewable. Under these agreements, the Company incurred fees of
$1,700,000 and $1,563,000 in each of the three month periods ended June 30,
1999 and 1998 and $3,380,000 and $3,126,000 in each of the six month periods
ended June 30, 1999 and 1998. In addition, Vornado is due $2,896,000 at June
30, 1999 under the leasing agreement, subject to the payment of rents by
tenants.
The Company is indebted to Vornado in the amount of $45,000,000, the
subordinated tranche of a $65,000,000 secured financing. The Company incurred
interest on its loan from Vornado of $1,613,000 and $1,578,000 in the three
months ended June 30, 1999 and 1998, of which $1,053,000 and $902,000 were
capitalized. Interest on the loan was $3,174,000 and $3,296,000 in the six
months ended June 30, 1999 and 1998, of which $2,217,000 and $1,809,000 were
capitalized.
Page 6
<PAGE> 7
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. LEASES
In the first quarter of 1999, Caldor closed all of its stores. Caldor
previously sub-leased its Flushing store from the Company. Caldor rejected
the Flushing lease effective March 29, 1999. In connection therewith the
Company wrote-off the $3,000,000 asset arising from the straight-lining of
Caldor's rent.
5. COMMITMENTS AND CONTINGENCIES
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 other hydrocarbons in the soil and groundwater.
The Study recommends a remedial approach, but agreement has not yet been
reached with the New York State Department of Environmental Conservation
("NYDEC") on the finalization of the approach. In 1997, the Center accrued
$1,500,000 for its estimated obligation with respect to the clean up of the
site, which includes costs of (i) remedial investigation, (ii) feasibility
study, (iii) remedial design, (iv) remedial action and (v) professional fees.
Based upon revised estimates, the Company has accrued an additional $500,000
in the quarter ended June 30, 1999. If the NYDEC insists on a more extensive
remediation approach, the Center could incur additional obligations.
Such contamination may have resulted from activities of third parties;
however, the sources of the contamination have not been fully identified.
Although the Company intends to pursue all available remedies against any
potentially responsible third parties, there can be no assurance that such
parties will be identified, or if identified, whether these potentially
responsible third parties will be solvent. In addition, the costs associated
with pursuing any potentially responsible parties may be cost prohibitive.
The Company has not recorded an asset as of June 30, 1999 for potential
recoveries of environmental remediation costs from other parties.
6. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
----- -----
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Numerator:
Net income ......................... $2,336 $1,116 $3,811 $2,038
====== ====== ====== ======
Denominator:
Denominator for basic earnings per
share -
weighted average shares ........... 5,001 5,001 5,001 5,001
Effect of dilutive securities:
Employee stock options ............ 20 61 8 65
------ ------ ------ ------
Denominator for diluted earnings per
share -
adjusted weighted average shares and
assumed conversions ................ 5,021 5,062 5,009 5,066
====== ====== ====== ======
Net income per share - basic ......... $ .47 $ .22 $ .76 $ .41
====== ====== ====== ======
Basic and diluted earnings per share . $ .47 $ .22 $ .76 $ .40
====== ====== ====== ======
</TABLE>
Page 7
<PAGE> 8
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company had net income of $2,336,000 in the quarter ended June 30,
1999, compared to $1,116,000 in the quarter ended June 30, 1998, an increase of
$1,220,000 and $3,811,000 for the six months ended June 30, 1999, compared to
$2,038,000 for the six months ended June 30, 1998, an increase of $1,773,000.
Operating income before depreciation and amortization and the effect of the
straight-lining of property rentals for rent escalations, was $6,710,000 in the
quarter ended June 30, 1999, compared to $4,226,000 in the quarter ended June
30, 1998, an increase of $2,484,000 and $12,334,000 for the six months ended
June 30, 1999 compared to $8,449,000 for the six months ended June 30, 1998 an
increase of $3,885,000.
Property rentals were $10,758,000 in the quarter ended June 30, 1999,
compared to $6,720,000 in the quarter ended June 30, 1998, an increase of
$4,038,000 and $22,146,000 for the six months ended June 30, 1999, compared to
$12,351,000 for the six months ended June 30, 1998, an increase of $9,795,000.
These increases resulted from:
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS SIX MONTHS
EFFECTIVE ENDED ENDED
DATE JUNE 30, 1999 JUNE 30, 1999
--------- ------------- -------------
<S> <C> <C> <C>
Rent from new tenants ........................ Various $ 516,000 $ 1,132,000
Acquisition of additional 50%
interest in the Kings Plaza Mall........... June 1998 4,758,000 9,978,000
Caldor's rejection of its Flushing
lease ..................................... April 1999 (844,000) (844,000)
Closure of parking operations at the
Lexington Avenue property .................... (306,000) (481,000)
Other ........................................ (86,000) 10,000
----------- -----------
$ 4,038,000 $ 9,795,000
=========== ===========
</TABLE>
Tenant expense reimbursements were $5,279,000 in the quarter ended June
30, 1999 compared to $1,612,000 in the prior year's quarter, an increase of
$3,667,000. Tenant expense reimbursements were $10,514,000 for the six months
ended June 30, 1999, compared to $2,610,000 for the prior year's six months, an
increase of $7,904,000. These increases resulted primarily from the acquisition
of the remaining 50% interest in the Kings Plaza Mall (the Mall) and the
resulting consolidation of the Mall's operations after June 18, 1998.
The decrease in equity in income of unconsolidated joint venture resulted
from the consolidation of the Mall's operations as noted above.
Operating expenses were $7,455,000 in the quarter ended June 30, 1999,
compared to $2,993,000 in the prior year's quarter, an increase of $4,462,000.
Operating expenses were $16,451,000 for the six months ended June 30, 1999,
compared to $5,013,000 in the prior year's six months, an increase of
$11,438,000. These increases resulted primarily from the acquisition of the
remaining 50% interest in the Kings Plaza Mall and the resulting consolidation
of the Mall's operations after June 18, 1998, partially off-set by a decrease in
the operating expenses relating to the closure of the parking operations at the
Lexington Avenue property. In addition, operating expenses for the six months
ended June 30, 1999 includes $3,000,000 resulting from the write-off of the
asset arising from the straight-lining of rents due to Caldors rejection of its
Flushing lease.
Page 8
<PAGE> 9
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General and administrative expenses were $942,000 in the quarter ended
June 30, 1999, compared to $1,371,000 in the prior year's quarter, a decrease of
$429,000. General and administrative expenses were $1,921,000 for the six months
ended June 30, 1999, compared to $2,237,000 in the prior year's six months, a
decrease of $316,000. These decreases resulted primarily from lower professional
fees.
Depreciation and amortization expense increased primarily as a result of
the Kings Plaza Mall acquisition in June 1998.
Interest and debt expense was $4,339,000 in the quarter ended June 30,
1999, compared to $3,260,000 in the prior year's quarter, an increase of
$1,079,000. Interest and debt expense was $8,100,000 for the six months ended
June 30, 1999, compared to $6,925,000 in the prior year's six months, an
increase of $1,175,000. These increases resulted primarily from higher average
debt.
Interest and other income was $327,000 in the quarter ended June 30, 1999,
compared to $160,000 in the prior year's quarter, an increase of $167,000.
Interest and other income was $253,000 for the six months ended June 30, 1999,
compared to $424,000 in the prior year's six-months, a decrease of $171,000. The
changes resulted from higher average investments this year, off-set by the
write-off of leasing commissions at the Flushing property in the first quarter
of 1999.
LIQUIDITY AND CAPITAL RESOURCES
In the aggregate, Alexander's current operating properties (five of the
eight properties) do not generate sufficient cash flow to pay all of its
expenses. The Company's three non-operating properties (Lexington Avenue,
Paramus, 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.
In connection with the acquisition of the remaining 50% interest in the Kings
Plaza Mall in June 1998, the Company obtained a $90,000,000 three-year mortgage
loan with Union Bank of Switzerland. On August 9, 1999 the Company increased the
availability under this mortgage loan by $30,000,000 of which $15,000,000 will
be used to partially fund a renovation of the Mall (estimated to cost
$32,000,000) and $15,000,000 will be used to pay its liability to Federated
($2,100,000 has been paid as of July 31, 1999). The Company is required to
supply a completion guarantee of the renovation which is limited to $17,000,000.
The Company estimates that capital expenditure requirements for the
redevelopment of its Paramus property, will approximate $100,000,000. The
Company is evaluating development plans for the Lexington Avenue site, which may
include 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.
In the first quarter of 1999, Caldor closed all of its stores. Caldor
previously sub-leased its Flushing Store from the Company. Caldor rejected the
Flushing lease effective March 29, 1999. The annual base rental under the lease
was $2,963,000.
Page 9
<PAGE> 10
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On May 12, 1999, the Company, through a newly formed subsidiary, completed
an $82,000,000 refinancing of its subsidiary's Rego Park I property and repaid
the then existing $75,000,000 debt on the property from the proceeds of the new
loan. The new 10-year debt, which is an obligation of the subsidiary, matures in
May 2009 and bears interest at 7.25%.
The Company estimates that the fair market values of its assets are
substantially in excess of their historical cost and that it has 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.
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
Six Months Ended June 30, 1999
Cash provided by operating activities of $10,569,000 was comprised of (i)
net income of $3,811,000, (ii) non-cash items of $4,982,000, off-set by (iii)
the net change in operating assets and liabilities of $1,776,000. The
adjustments for non-cash items are comprised of (i) the write-off of the asset
arising from the straight-lining of rents of $3,000,000 and (ii) depreciation
and amortization of $3,709,000, off-set by (iii) the effect of straight-lining
of rental income of $1,727,000.
Net cash used in investing activities of $8,017,000 was primarily
comprised of capital expenditures.
Net cash used in financing activities of $5,453,000 resulted from proceeds
of $82,000,000 from the refinancing of its subsidiary's Rego Park I property
off-set by (i) the repayment of the then existing $75,000,000 debt on the
property, (ii) repayment of the $10,000,000 debt on the Paramus property and
(iii) an increase in debt issuance costs of $2,147,000.
Six Months Ended June 30, 1998
Cash provided by operating activities of $32,000 was comprised of (i) net
income of $2,038,000, off-set by (ii) non-cash items of $433,000, and (iii) the
net change in operating assets and liabilities of $1,573,000. The adjustments
for non-cash items are comprised of the effect of straight-lining of rental
income of $2,723,000, off-set by depreciation and amortization of $2,290,000.
Net cash used in investing activities of $30,403,000 was primarily
comprised of (i) $28,000,000 for the acquisition of the remaining 50% interest
in the Kings Plaza Mall, (ii) the escrowing of cash from the condemnation of a
portion of the Paramus property ($5,341,000) and cash from the proceeds from the
Kings Plaza Shopping Center loan ($5,008,000) which is restricted as to its use
and (iii) capital expenditures of $6,711,000, partially off-set by (iv) proceeds
from the condemnation of a portion of the Paramus property of $14,700,000.
Net cash provided by financing activities of $48,694,000 was comprised of
(i) proceeds from the issuance of debt on the Kings Plaza Center of $90,000,000,
off-set by (ii) repayments of debt of $38,584,000 and (iii) debt issuance costs
of $2,722,000.
Page 10
<PAGE> 11
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Funds from Operations for the Three and Six Months Ended June 30, 1999 and 1998
Funds from operations were $2,146,000 in the quarter ended June 30, 1999,
compared to $838,000 in the prior year's quarter, an increase of $1,308,000.
Funds from operations were $6,825,000 in the six months ended June 30, 1999,
compared to $1,401,000 in the prior year's six months, an increase of
$5,424,000. The following table reconciles funds from operations and net income.
<TABLE>
<CAPTION>
For The Three Months Ended For The Six Months Ended
--------------------------------- ---------------------------------
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income ............................ $ 2,336,000 $ 1,116,000 $ 3,811,000 $ 2,038,000
Depreciation and amortization of
real property ................... 1,292,000 893,000 2,630,000 1,691,000
Straight-lining of property rentals
for rent escalations ............ (930,000) (883,000) (1,954,000) (1,781,000)
Leasing fees paid in excess
of expense recognized ........... (552,000) (497,000) (662,000) (987,000)
Proportionate share of adjustments
to equity in income of previously
unconsolidated joint venture to
arrive at funds from operations . -- 209,000 -- 440,000
Write-off of asset arising from the
straight-lining of rents ........ -- -- 3,000,000 --
----------- ----------- ----------- -----------
$ 2,146,000 $ 838,000 $ 6,825,000 $ 1,401,000
=========== =========== =========== ===========
</TABLE>
The number of shares that should be used for determining funds from
operations per share is the number used for basic and diluted earnings per
share. (See Note 6 of Notes to Consolidated Financial Statements.)
Funds from operations does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and is
not necessarily indicative of cash available to fund cash needs, which is
disclosed in the Consolidated Statements of Cash Flows for the applicable
periods. There are no material legal or functional restrictions on the use of
funds from operations. Funds from operations should not be considered as an
alternative to net income as an indicator of the Company's operating performance
or as an alternative to cash flows as a measure of liquidity. Management
considers funds from operations a relevant supplemental measure of operating
performance because it provides a basis for comparison among REITs; however,
funds from operations may not be comparable to similarly titled measures
reported by other REITs since the Company's method of calculating funds from
operations is different from that used by NAREIT. Funds from operations, as
defined by NAREIT, represents net income before depreciation and amortization,
extraordinary items and gains or losses on sales of real estate. Funds from
operations as disclosed above has been modified to adjust for the effect of
straight-lining of property rentals for rent escalations and leasing fee
expenses. Below are the cash flows provided by (used in) operating, investing
and financing activities:
Page 11
<PAGE> 12
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Three Months Ended For The Six Months Ended
--------------------------- ------------------------
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Operating activities $ 6,707,000 $ 835,000 $ 10,569,000 $ 32,000
================ ================ ================ =================
Investing activities $ (1,664,000) $ (35,163,000) $ (5,370,000) $ (30,403,000)
================ ================ ================ =================
Financing activities $ (5,010,000) $ 52,642,000 $ (5,453,000) $ 48,694,000
================ ================ ================ =================
</TABLE>
Year 2000 Issues
The Company is managed by Vornado Realty Trust. Vornado has advised the
Company that Vornado initiated its Year 2000 compliance programs and information
systems modifications in early 1998 to ensure that its systems and key processes
will remain functional. Vornado expects this objective to be achieved either by
modifying present systems using existing internal and external programming
resources or by installing new systems, and by monitoring supplier and other
third-party interfaces. In certain cases, Vornado will be relying on statements
from outside vendors as to the Year 2000 readiness of its systems.
The Company is not aware of any operational systems within its control
that are not Year 2000 compliant. In the event that a third-party service is
interrupted due to a Year 2000 issue, the Company will seek to obtain such
service from another third-party provider.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. Because the
Company does not currently utilize derivatives or engage in hedging activities,
management does not anticipate that implementation of this statement will have a
material effect on the Company's financial statements.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At June 30, 1999, the Company had $126,807,000 of variable rate debt at a
weighted average interest rate of 7.02% and $147,000,000 of fixed rate debt
bearing interest at a weighted average interest rate of 9.35%. A one - percent
increase in the base used to determine the interest rate of the variable rate
debt would result in a $1,268,000 decrease in the Company's annual net income ($
.25 per basic and diluted share).
Page 12
<PAGE> 13
ALEXANDER'S, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 2, 1999, the Company held its annual meeting of stockholders. The
matters on which the stockholders voted, in person or by proxy, were (i) for the
election of the three nominees listed in the Proxy Statement to serve on the on
the Board of Directors for a term of three years, or until their respective
successors are duly elected and qualify and (ii) an amendment to Alexander's
Omnibus Stock Plan (the "Plan") which would authorize the allocation of an
additional 500,000 shares of Common Stock to be reserved for issuance and sale
under the Plan. The three nominees were elected and the amendment to the Plan
was approved. The results of the voting are show below:
Election of Directors:
<TABLE>
<CAPTION>
Votes Cast
Against or
Directors Votes Cast For Withheld
--------- -------------- --------
<S> <C> <C>
Arthur Sonnenblick 4,224,109 24,308
Russell B. Wight, Jr. 4,224,209 24,208
Neil Underberg 4,137,509 110,908
</TABLE>
Amendment to Omnibus Stock Plan:
<TABLE>
<CAPTION>
Votes Cast
Against or
Votes Cast For Withheld
-------------- --------
<S> <C> <C>
3,292,062 547,185
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K are filed
herewith and are listed in the attached Exhibit Index.
(b) Reports on Form 8-K:
None
Page 13
<PAGE> 14
\ 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 9, 1999 /s/ Joseph Macnow
------------------------------
Joseph Macnow, Vice President,
Chief Financial Officer
Page 14
<PAGE> 15
ALEXANDER'S, INC.
EXHIBIT INDEX
The following is a list of all exhibits filed as part of this Report:
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
3(i) Certificate of Incorporation, as amended. Incorporated *
herein by reference from Exhibit 3.0 to the Registrant's
Current Report on Form 8-K dated September 21, 1993.
3(ii) By-laws, as amended. Incorporated herein by reference from
Exhibit 3.1 to the Registrants Form 10-Q for the quarter
ended September 30, 1996.
10(i)(A)(1) Agreement, dated as of December 4, 1985, among Seven Thirty One *
Limited Partnership ("731 Limited Partnership"), Alexander's Department
Stores of Lexington Avenue, Inc., the Company, Emanuel Gruss, Riane
Gruss and Elizabeth Goldberg (collectively, the "Partners").
Incorporated herein by reference from Exhibit 10(i)(F)(1) to the
Registrant's Form 10-K for the fiscal year ended July 26, 1986.
10(i)(A)(2) Amended and Restated Agreement of Limited Partnership in the 731 *
Limited Partnership, dated as of August 21, 1986, among the Partners.
Incorporated herein by reference from Exhibit 1 to the Registrant's
Current Report on Form 8-K, dated August 21, 1986.
10(i)(A)(3) Third Amendment to Amended and Restated Agreement of Limited *
Partnership dated December 30, 1994, among the Partners.
Incorporated herein by reference from Exhibit 10(i)(A)(3) to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1994.
10(i)(B)(1) Promissory Note Modification Agreement, dated October 4, 1993, between *
Alexander's Department Stores of New Jersey, Inc. and New York Life
Insurance Company ("New York Life"). Incorporated herein by reference
from Exhibit 10(i)(3)(a) to the Registrant's Form 10-K for the Transition
Period August 1, 1993 to December 31, 1993.
10(i)(B)(2) Mortgage Modification Agreement, dated October 4, 1993, by Alexander's *
Department Stores of New Jersey, Inc. and New York Life Incorporated
herein by reference from Exhibit 10(i)(E)(3)(a) to the Registrant's
Form 10-K for the Transition Period August 1, 1993 to December 31, 1993.
10(i)(C) Credit Agreement, dated March 15, 1995, among the Company and Vornado *
Lending Corp. Incorporated herein by reference from Exhibit 10(i)(C)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994.
10(i)(D) Credit Agreement, dated March 15, 1995, among the Company and First *
Union Bank, National Association. Incorporated herein by reference
from Exhibit 10(i)(D) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1994.
</TABLE>
- --------
* Incorporated by reference
Page 15
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
10(i)(E) Building Loan Agreement, dated as of March 29, 1995, among the *
Company, Union Bank of Switzerland ("UBS") (New York Branch),
as Lender, and UBS (New York Branch), as Agent. Incorporated
by reference from Exhibit 10(i)(E) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994.
10(i)(F) Project Loan Agreement, dated as of March 29,1995, among the Company, *
UBS (New York Branch), as Lender, and UBS (New York Branch), as
Agent. Incorporated herein by reference from Exhibit 10(i)(F) to the
Registrant's Form 10-K for the fiscal year ended December 31, 1994.
10(i)(G)(1) Real Estate Retention Agreement dated as of July 20, 1992, between *
Vornado Realty Trust and Keen Realty Consultants, Inc., each as special
real estate consultants, and the Company. Incorporated herein by
reference from Exhibit 10(i)(O) to the Registrant's Form 10-K for the
fiscal year ended July 25, 1992.
10(i)(G)(2) Extension Agreement to the Real Estate Retention Agreement, dated *
as of February 6, 1995, between the Company and Vornado Realty
Trust. Incorporated herein by reference from Exhibit 10(i)(G)(2)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994.
10(i)(H) Management and Development Agreement, dated as of February 6, 1995, *
between Vornado Realty Trust and the Company, on behalf of itself and
each subsidiary listed therein. Incorporated herein by reference from
Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated
February 6, 1995.
10(i)(I) Commitment letter, dated as of February 6, 1995, between Vornado *
Realty Trust and the Company. Incorporated herein by reference from
Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated
February 6, 1995.
10(ii)(A)(1) Agreement of Lease, dated April 22, 1966, between S&E Realty *
Company and Alexander's Department Stores of Valley Stream, Inc.
Incorporated herein by reference from Exhibit 13N to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(2) Guarantee, dated April 22, 1966, of the Lease described as *
Exhibit 10(ii)(A)(1) above by Alexander's Department Stores, Inc.
Incorporated herein by reference from Exhibit 13N(1) to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(3) Agreement of Lease for Rego Park, Queens, New York, between *
Alexander's, Inc. and Sears Roebuck & Co. Incorporated herein by
reference from Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1994.
10(ii)(A)(4)(a) Lease for Roosevelt Avenue, Flushing, New York, dated as of *
December 1, 1992, between the Company, as landlord, and Caldor, as
tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(7)
to the Registrant's Form 10-K for the fiscal year ended July 25, 1992.
</TABLE>
- --------
* Incorporated by reference
Page 16
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
10(ii)(A)(4)(b) First Amendment to Sublease for Roosevelt Avenue, Flushing, New York, *
dated as of February 22, 1995 between the Company, as sublandlord,
and Caldor, as tenant. Incorporated herein by reference from Exhibit
10(ii)(A)(8)(b) to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994.
10(ii)(A)(5) Lease Agreement, dated March 1, 1993 by and between the Company and *
Alex Third Avenue Acquisition Associates. Incorporated by
reference from Exhibit 10(ii)(F) to the Registrant's Form
10-K for the fiscal year ended July 31, 1993.
10(ii)(A)(6) Agreement of Lease for Rego Park, Queens, New York, between the *
Company and Marshalls of Richfield, MN., Inc., dated as of March 1, 1995.
Incorporated herein by reference from Exhibit 10(ii)(A)(12)(a) to the
Registrant's Form 10-K for the fiscal year ended December 31, 1994.
10(ii)(A)(7) Guaranty, dated March 1, 1995, of the Lease described in Exhibit *
10(ii)(A)(12)(a) above by the Company. Incorporated herein by
reference from Exhibit 10(ii)(A)(12)(b) to the Registrant's
Form 10-K for the fiscal year ended December 31, 1994.
10(iii)(B) Employment Agreement, dated February 9, 1995, between the Company *
and Stephen Mann. Incorporated herein by reference from Exhibit
10(iii)(B) to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994.
10(iv)(A) Registrant's Omnibus Stock Plan, as amended, dated May 28, 1997. *
Incorporated herein by reference from Exhibit 10 to the Registrant's
Form 10-Q for the fiscal quarter ended June 30, 1997.
27 Financial Data Schedule 18
</TABLE>
- --------
* Incorporated by reference
Page 17
<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, 1999
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,109
<SECURITIES> 0
<RECEIVABLES> 3,719
<ALLOWANCES> 523
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 298,703
<DEPRECIATION> 53,294
<TOTAL-ASSETS> 314,407
<CURRENT-LIABILITIES> 0
<BONDS> 273,807
0
0
<COMMON> 5,174
<OTHER-SE> 5,612
<TOTAL-LIABILITY-AND-EQUITY> 314,407
<SALES> 0
<TOTAL-REVENUES> 32,660
<CGS> 0
<TOTAL-COSTS> 16,451
<OTHER-EXPENSES> 4,551
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,100
<INCOME-PRETAX> 3,811
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,811
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,811
<EPS-BASIC> .76
<EPS-DILUTED> .76
</TABLE>
