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: MARCH 31, 2000
-------------------------------------------------
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
As of May 1, 2000 there were 5,000,850 common shares
outstanding.
2
ALEXANDER'S, INC.
AND SUBSIDIARIES
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION:
----------------------
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three
Months Ended March 31, 2000 and March 31, 1999 . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 and March 31, 1999 . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION:
-----------------
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share amounts)
MARCH 31, DECEMBER 31,
2000 1999
--------- -------------
ASSETS:
Real estate, at cost:
Land . . . . . . . . . . . . . . . . . . . $ 83,957 $ 83,957
Buildings, leaseholds and improvements . . 161,779 155,899
Capitalized expenses and predevelopment
costs . . . . . . . . . . . . . . . . . 102,566 87,148
--------- -----------
Total . . . . . . . . . . . . . . 348,302 327,004
Less accumulated depreciation and
amortization . . . . . . . . . . . . . (56,105) (55,199)
--------- -----------
Real estate, net . . . . . . . . . . . . . 292,197 271,805
Cash and cash equivalents . . . . . . . . . . 14,886 26,053
Restricted cash . . . . . . . . . . . . . . . 15,037 20,685
Accounts receivable, net of allowance for
doubtful accounts of $290 in 2000 and $314
in 1999 . . . . . . . . . . . . . . . . . . 1,945 3,353
Receivable arising from the straight-lining
of rents, net . . . . . . . . . . . . . . . 12,442 11,575
Deferred lease and other property costs . . . 24,363 24,788
Deferred debt expense . . . . . . . . . . . . 3,859 4,206
Other assets . . . . . . . . . . . . . . . . 4,917 4,031
--------- -----------
TOTAL ASSETS $ 369,646 $ 366,496
========= ===========
MARCH 31, DECEMBER 31,
2000 1999
--------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Debt (including $95,000 due to Vornado) . . . . . $339,325 $ 329,161
Amounts due to Vornado Realty Trust and
its affiliate . . . . . . . . . . . . . . . . 2,267 3,821
Accounts payable and accrued liabilities . . . . . 9,973 10,804
Other liabilities . . . . . . . . . . . . . . . . 4,156 10,212
-------- ----------
355,721 353,998
-------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock; no par value;
authorized 3,000,000 shares
issued, none
Common stock; $1.00 par value per share;
authorized, 10,000,0000 shares;
issued 5,173,450 . . . . . . . . . . . . . . 5,174 5,174
Additional capital . . . . . . . . . . . . . . . . 24,843 24,843
Deficit . . . . . . . . . . . . . . . . . . . . . (15,132) (16,559)
-------- ----------
13,458
Less treasury shares, 172,600 shares
at cost . . . . . . . . . . . . . . . . . . . (960) (960)
-------- ----------
Total stockholders' equity . . . . . . . . . . . . 13,925 12,498
-------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . . . . . . . $369,646 $ 366,496
======== ==========
See notes to consolidated financial statements.
4
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands except per share amounts)
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
----------------- -------------------
Revenues:
Property rentals . . . . . . . . . . . . . . . . . . . . . . $ 10,512 $ 11,388
Expense reimbursements . . . . . . . . . . . . . . . . . . . 4,574 5,235
----------- ----------
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . 15,086 16,623
----------- ----------
Expenses:
Operating (including management fee to Vornado of $335
and $327 in 2000 and 1999) . . . . . . . . . . . . . . . 6,614 8,996
General and administrative (including management fee to Vornado of
$540 in each three month period) . . . . . . . . . . . . 851 979
Depreciation and amortization . . . . . . . . . . . . . . . 1,353 1,338
----------- ----------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . 8,818 11,313
----------- ----------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . 6,268 5,310
Interest and debt expense
(including interest on loan from Vornado) . . . . . . . . . (5,233) (3,761)
Interest and other income (expense), net . . . . . . . . . . . . 392 (74)
----------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,427 $ 1,475
=========== ==========
Net income per share - basic . . . . . . . . . . . . . . . . . . $ .29 $ .29
=========== ==========
Net income per share - diluted . . . . . . . . . . . . . . . . . $ .28 $ .29
=========== ==========
See notes to consolidated financial statements.
4
5
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
------------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,427 $ 1,475
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization (including debt issuance costs). 1,805 1,749
Straight-lining of rental income . . . . . . . . . . . . . . . (913) (1,024)
Write-off of the asset arising from the straight-lining of
rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,000
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . 1,408 (762)
Amounts due to Vornado Realty Trust and its affiliate . . . . . (1,554) (427)
Accounts payable and accrued liabilities . . . . . . . . . . . (831) 241
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . (184) (50)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (861) (340)
---------- ---------
Net cash (used in) provided by operating activities . . . . . . . 297 3,862
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate . . . . . . . . . . . . . . . . . . . (21,298) (4,096)
Cash restricted for construction and development . . . . . . . 5,861 469
Cash restricted for operating liabilities . . . . . . . . . . . (213) (79)
---------- ---------
Net cash used in investing activities . . . . . . . . . . . . . (15,650) (3,706)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt . . . . . . . . . . . . . . . . . . . . . . . 10,329 --
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . (166) (151)
Deferred debt expense . . . . . . . . . . . . . . . . . . . . . (105) (292)
Payment of acquisition obligation . . . . . . . . . . . . . . (5,872) --
---------- ---------
Net cash provided by (used in) financing activities . . . . . . . 4,186 (443)
---------- ---------
Net decrease in cash and cash equivalents . . . . . . . . . . . . (11,167) (287)
Cash and cash equivalents at beginning of period . . . . . . . . 26,053 15,363
---------- ---------
Cash and cash equivalents at end of period . . . . . . . . . . . $ 14,886 $ 15,076
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (including capitalized interest of
$3,338 and $2,245) . . . . . . . . . . . . . . . . . . . . . . $ 8,118 $ 5,595
========== =========
See notes to consolidated financial statements.
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6
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Balance Sheet as of March 31, 2000, the Consolidated
Statements of Income for the three months ended March 31, 2000 and March
31, 1999, and the Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and March 31, 1999 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 consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999 as
filed with the Securities and Exchange Commission. The results of operations
for the three months ended March 31, 2000 are not necessarily indicative of the
operating results for the full year.
Management has made estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.
2. RELATIONSHIP WITH VORNADO REALTY TRUST ("VORNADO")
Vornado owns 32.9% of the Company's Common Stock at March 31, 2000, of
which 41,500 shares were acquired on March 31, 2000. Additionally, on April
11, 2000, Vornado acquired 10,400 shares of the Company's stock increasing its
ownership from 32.9% to 33.1%.
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 $1,687,000 and $1,679,000 in the three month periods
ended March 31, 2000 and March 31, 1999. In addition, Vornado is due
$1,166,000 at March 31, 2000 under the leasing agreement, subject to the
payment of rents by tenants.
At March 31, 2000 the Company is indebted to Vornado in the amount of
$95,000,000, the subordinated tranche of a $115,000,000 secured financing. The
Company incurred interest on its loan from Vornado of $3,474,000 and $1,561,000
in the three months ended March 31, 2000 and March 31, 1999.
3. 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.
4. COMMITMENTS AND CONTINGENCIES
During 1999, the Company let a contract for $20,000,000 to undertake the
excavation and laying the foundation for its Lexington Avenue property as part
of the proposed development of a large multi-use building. As of March 31,
2000, $11,107,000 has been paid.
6
7
In June 1997, the Kings Plaza Regional Shopping Center (the "Center"),
commissioned an Environmental Study and Contamination Assessment Site
Investigation (the Phase II "Study") to evaluate and delineate environmental
conditions disclosed in a Phase I study. The results of the Study indicate the
presence of petroleum and bis (2-ethylhexyl) phthalate contamination in the
soil and groundwater. The Company has delineated the contamination and has
developed a remediation approach. The New York State Department of
Environmental Conservation ("NYDEC") has not yet approved 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 accrued an additional $500,000 in the second quarter of 1999 ($822,000
has been paid as of March 31, 2000). If the NYDEC insists on a more extensive
remediation approach, the Company could incur additional obligations.
The majority of the contamination may have resulted from activities of
third parties; however, the sources of the contamination have not been fully
identified. Although the Company 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 March 31, 2000 for
potential recoveries of environmental remediation costs from other parties.
Letters of Credit
Approximately $900,000 in standby letters of credit were issued at
March 31, 2000.
5. INCOME PER SHARE
The following table sets for the computation of basic and diluted
income per share:
FOR THE THREE MONTHS ENDED
MARCH 31,
-----------------------------------------
2000 1999
--------------------- ------------------
(amounts in thousands except per share amounts)
Numerator:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,427 $ 1,475
============== =============
Denominator:
Denominator for basic income per share -
weighted average shares . . . . . . . . . . . . . . . . . . . . . 5,001 5,001
Effect of dilutive securities:
Employee stock options . . . . . . . . . . . . . . . . . . . . . 58 1
-------------- -------------
Denominator for diluted income per share -
adjusted weighted average shares and assumed conversions . . . . . 5,059 5,002
============== =============
Net Income per share - basic . . . . . . . . . . . . . . . . . . . $ .29 $ .29
============== =============
Net Income per share - diluted . . . . . . . . . . . . . . . . . . $ .28 $ .29
============== =============
6. SUBSEQUENT EVENT
The outstanding mortgage loan of $21,263,000, an obligation of a
wholly-owned subsidiary of the Company, is collateralized by a mortgage on its
Fordham Road property. This loan, which was scheduled to mature on February
24, 2000, has been extended for an additional three-years to April 17, 2003.
Under the terms of the extension, interest accrues at LIBOR plus 1.50% in the
first two years and LIBOR plus 1.75% in year three which is a reduction of the
original terms of LIBOR plus 4.25%. Interest is payable at LIBOR for the
entire term. The spread over LIBOR accrues during the extended term and
increases the principal balance.
7
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21 E of the Securities Exchange Act of 1934, as amended.
Certain factors could cause actual results to differ materially from those in
the forward- looking statements. Factors that might cause such a material
difference include, but are not limited to, (a) changes in the general economic
climate, (b) local conditions such as an oversupply of space or a reduction in
demand for real estate in the area, (c) conditions of tenants, (d) competition
from other available space, (e) increased operating costs and interest expense,
(f) the timing of and costs associated with property improvements, (g) changes
in taxation or zoning laws, (h) government regulations, (i) failure of
Alexander's to continue to qualify as a REIT, (j) availability of financing on
acceptable terms, (k) potential liability under environmental or other laws or
regulations, (l) general competitive factors, (m) dependence upon Vornado
Realty Trust and (n) possible conflicts of interest with Vornado Realty Trust.
RESULTS OF OPERATIONS
The Company had net income of $1,427,000 in the quarter ended March
31, 2000, compared to $1,475,000 in the quarter ended March 31, 1999, a
decrease of $48,000.
Property rentals were $10,512,000 in quarter ended March 31,2000,
compared to $11,388,000 in the quarter ended March 31, 1999, a decrease of
$876,000. This decrease is primarily from Caldor's rejection of its Flushing
lease effective March 29,1999.
Tenant expense reimbursements were $4,574,000 in the quarter ended
March 31, 2000, compared to $5,235,000 in the prior year's quarter, a decrease
of $661,000. This decrease results primarily from a change in the method of
allocating an anchor tenant's share of parking lot expenses at a shopping
center and covered a number of years.
Operating expenses were $6,614,000 in the quarter ended March 31,
2000, compared to $8,996,000 in the prior year's quarter, a decrease of
$2,382,000. Operating expenses for the three months ended March 31, 1999
included $3,000,000 resulting from the write-off of the asset arising from the
straight-lining of rents due to Caldor's rejection of its Flushing lease. This
amount is partially offset by an increase in expenses of the utility plant at
the Company's Kings Plaza Regional Shopping Center resulting primarily from an
increase in fuel costs.
General and administrative expenses were $851,000 in the quarter ended
March 31, 2000, compared to $979,000 in the prior year's quarter, a decrease of
$128,000. This decrease resulted primarily from lower professional fees.
Interest and debt expense was $5,233,000 in the quarter ended March
31, 2000, compared to $3,761,000 in the prior year's quarter, an increase of
$1,472,000. This increase resulted from (i) an increase in average debt
outstanding of $62,400,000, and (ii) an increase in average interest rates from
8.03% to 9.61% partially offset by (iii) an increase in capitalized interest
relating to the Company's development properties.
Interest and other income (expense) was $392,000 in the quarter ended
March 31, 2000, compared to an expense of $74,000 in the prior year's quarter,
an increase of $466,000. Results for the prior year's quarter included the
write-off of certain deferred costs.
LIQUIDITY AND CAPITAL RESOURCES
In the aggregate, Alexander's operating 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 development. As rents commence from portions of the
development property(s) and from the vacant property(s) the Company expects
that cash flow will become positive.
The Company estimates that capital expenditure requirements for the
development of its Paramus property, will approximate $100,000,000.
8
9
The Company is currently undertaking the excavation and laying the
foundation for its Lexington Avenue property as part of the proposed
development of a large multi-use building. The capital required for the
proposed building will be in excess of $400,000,000.
The outstanding mortgage loan of $21,263,000 an obligation of a
wholly-owned subsidiary of the Company, is collateralized by a mortgage on its
Fordham Road property. This loan, which was scheduled to mature on February 24,
2000, has been extended for an additional three-years to April 17, 2003. Under
the terms of the extension, interest accrues at LIBOR plus 1.50% in the first
two years and LIBOR plus 1.75% in year three which is a reduction of the
original terms of LIBOR plus 4.25%. Interest is payable at LIBOR for the entire
term. The spread over LIBOR accrues during the extended term and increases the
principal balance.
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
Three Months Ended March 31, 2000
Cash provided by operating activities of $297,000 was comprised of (i) net
income of $1,427,000, (ii) non-cash items of $892,000, offset by (iii) the net
change in operating assets and liabilities of $2,022,000. The adjustments for
non-cash items are comprised of (i) depreciation and amortization of
$1,805,000, offset by (ii) the effect of straight-lining of rental income of
$913,000.
Net cash used in investing activities of $15,650,000 was comprised of
capital expenditures of $21,298,000 partially offset by the release of
restricted cash of $5,648,000.
Net cash provided by financing activities of $4,186,000 resulted primarily
from an increase in debt of $10,329,000 partially offset by the payment of
acquisition debt of $5,872,000.
Three Months Ended March 31, 1999
Cash provided by operating activities of $3,862,000 was comprised of (i)
net income of $1,475,000, (ii) non-cash items of $3,725,000, offset by (iii)
the net change in operating assets and liabilities of $1,338,000. 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 $1,749,000, offset by (iii) the effect of straight-lining
of rental income of $1,024,000.
Net cash used in investing activities of $3,706,000 was primarily comprised
of capital expenditures.
Net cash used in financing activities of $443,000 was comprised primarily
of (i) debt issuance costs of $292,000 and (ii) repayments of debt of $151,000.
9
10
Funds from Operations for the Three Months Ended March 31, 2000 and March 31,
1999
Funds from operations were $1,297,000 in the quarter ended March 31,
2000, compared to $4,679,000 in the prior year's quarter, a decrease of
$3,382,000. The following table reconciles net income to funds from
operations:
For The Three Months Ended
March 31,
-----------------------------------
2000 1999
------------------ ---------------
Net income . . . . . . . . . . . . . . . . . . . . . $ 1,427,000 $ 1,475,000
Depreciation and amortization of
real property . . . . . . . . . . . . . . . . . 1,353,000 1,338,000
Straight-lining of property rentals
for rent escalations . . . . . . . . . . . . . (893,000) (1,024,000)
Leasing fees paid in excess
of expense recognized . . . . . . . . . . . . . (590,000) (110,000)
Write-off of asset arising from the
straight-lining of rents . . . . . . . . . . . -- 3,000,000
----------- ------------
$ 1,297,000 $ 4,679,000
=========== ============
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:
For The Three Months Ended
March 31,
-----------------------------------------
2000 1999
----------------------- ----------------
Operating activities . . . . . . . . . . $ 297,000 $ 3,862,000
=================== =============
Investing activities . . . . . . . . . . $ (15,650,000) $ (3,706,000)
=================== =============
Financing activities . . . . . . . . . . $ 4,186,000 $ (443,000)
=================== =============
10
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2000, the Company had $162,325,000 of variable rate of debt at
a weighted average interest rate of 7.93% and $177,000,000 of fixed rate of
debt bearing interest at a weighted average interest rate of 11.80%. A one
percent increase in the base used to determine the interest rate of the
variable rate debt would result in a $1,623,000 decrease in the Company's
annual net income ($.32 per basic and diluted share).
11
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to, nor is their
property the subject of, any material pending legal proceeding other than
routine litigation incidental to their businesses. The Company believes that
these legal actions will not be material to the Company's financial condition
or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation of S-K are filed herewith
and are listed in the attached Exhibit Index.
(b) Reports on Form 8-K:
None
12
13
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 4, 2000 /s/ Joseph Macnow
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Joseph Macnow, Vice President,
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. PAGE
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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) -- Amended and Restated By-laws ............................................................. *
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 ................... *
10(i)(D)(1) -- Modification and Extension of Credit Agreement, dated as of April 14, 2000,
between First Union National Bank, as lender, and Alexander's Inc., as borrower ..........
10(i)(D)(2) -- Pledge and Security Agreement for Transferable Development Rights, dated as of
April 14, 2000, between First Union National Bank, as secured party, 731 Limited
Partnership, as assignor, and Alexander's, Inc. as borrower ..............................
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* Incorporated by reference
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EXHIBIT
NO. PAGE
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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(i)(J)(1) -- First Amendment to Mortgage and Security Agreement, dated as of February 24, 2000,
between Banc of America Commercial Finance Corporation, as mortgagee, and
Alexander's of Fordham Road, Inc., as mortgagor ..........................................
10(i)(J)(2) -- Amended and Restated Promissory Note (Secured), dated as of February 24, 2000,
between Banc of America Commercial Finance Corporation, as lender, and Alexander's
of Fordham Road, Inc., as borrower .......................................................
10(i)(J)(3) -- Trigger Agreement, dated as of February 24, 2000, between Banc of America
Commercial Finance Corporation, as lender, and Alexander's, Inc., as guarantor ...........
10(i)(K) -- Term Loan Agreement dated as of June 18, 1998 among Alexanders' Kings Plaza Center,
Inc., Kings Plaza Corp., and Alexander's Department Stores of Brooklyn, Inc., as
Borrower, Union Bank of Switzerland as Lender. Incorporated herein by reference
from Exhibit 10 to the Registrant's Form 10-Q for the quarter ended June 30, 1998 ........ *
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* Incorporated by reference
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EXHIBIT
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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 (ii)(E)(7) to the Registrant's Form 10-K for the fiscal
year ended July 25, 1992 ................................................................. *
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)(6)
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
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* Incorporated by reference
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