1
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, 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 August 1, 1997 there were 5,000,850 common shares outstanding.
Page 1 of 18
2
ALEXANDER'S, INC.
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1997
and December 31, 1996.................................. 3
Consolidated Statements of Operations for the Three and
Six Months Ended June 30, 1997 and June 30, 1996....... 4
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1997 and June 30, 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 4. Submission of Matters to a Vote of Security Holders.... 12
Item 6. Exhibits and Reports on Form 8-K....................... 12
Signatures ....................................................... 13
Exhibit Index ...................................................... 14
Exhibit 10 ....................................................... 15
Exhibit 27 ....................................................... 18
Page 2 of 18
3
PART I. FINANCIAL INFORMATION
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
1997 1996
--------- ------------
ASSETS:
Real estate, at cost:
Land $ 45,999 $ 45,999
Buildings, leaseholds and Improvements
(including $483 and $242 of
construction in progress at
June 30, 1997 and December 31, 1996) 114,763 114,280
Capitalized expenses and predevelopment
costs 55,935 47,488
--------- ---------
Total 216,697 207,767
Less accumulated depreciation and
amortization (40,243) (39,375)
--------- ---------
176,454 168,392
Investment in unconsolidated joint
venture 10,953 12,613
--------- ---------
Real estate, net 187,407 181,005
Cash and cash equivalents 14,204 5,480
Restricted cash 4,087 5,620
Accounts receivable, net of allowance for
doubtful accounts of $147 in each period 528 201
Receivable arising from the straight-lining
of rents, net 6,397 5,984
Deferred lease and other expenses 12,294 9,966
Deferred debt expense 1,647 2,364
Other assets 1,761 965
--------- ---------
TOTAL ASSETS $ 228,325 $ 211,585
========= =========
LIABILITIES AND DEFICIENCY IN NET ASSETS:
Liabilities:
Debt $ 208,353 $ 192,347
Amounts due to Vornado Realty Trust and
its affiliate 7,570 6,207
Accounts payable and accrued liabilities 3,925 4,246
Other liabilities from discontinued operations 2,339 2,622
Minority interest 600 600
--------- ---------
TOTAL LIABILITIES 222,787 206,022
--------- ---------
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 (23,519) (23,494)
--------- ---------
6,498 6,523
Less treasury shares, 172,600 shares at
cost (960) (960)
--------- ---------
Total stockholders' equity 5,538 5,563
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 228,325 $ 211,585
========= =========
See notes to consolidated financial statements.
Page 3 of 18
4
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share amounts)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
--------------------------- ---------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
Revenues:
Property rentals $ 4,630 $ 4,504 $ 8,850 $ 7,453
Expense reimbursements 803 499 1,294 967
Equity in income of unconsolidated
joint venture 1,328 683 2,615 1,950
----------- ----------- ----------- -----------
Total revenues 6,761 5,686 12,759 10,370
----------- ----------- ----------- -----------
Expenses:
Operating (including management fee
to Vornado of $210 and $420 each for
the three and six months ended 1997
and 1996, respectively) 2,265 1,429 3,877 2,453
General and administrative (including
management fee to Vornado of $540
and $1,080 each for the three and
six months ended 1997 and 1996,
respectively) 1,032 1,262 2,013 2,422
Depreciation and amortization 582 556 1,153 823
----------- ----------- ----------- -----------
Total expenses 3,879 3,247 7,043 5,698
----------- ----------- ----------- -----------
Operating income 2,882 2,439 5,716 4,672
Interest and debt expense (including
interest on loan from Vornado) (3,311) (3,419) (6,605) (6,736)
Interest and other income, net 612 1,033 864 1,655
----------- ----------- ----------- -----------
Income (loss) from continuing operations 183 53 (25) (409)
Income from discontinued operations -- 11,602 -- 11,602
----------- ----------- ----------- -----------
Net income (loss) $ 183 $ 11,655 $ (25) $ 11,193
=========== =========== =========== ===========
Net income (loss) per share:
Continuing operations $ .04 $ .01 $ -- $ (.08)
Discontinued operations -- 2.32 -- 2.32
----------- ----------- ----------- -----------
Net income (loss) $ .04 $ 2.33 $ -- $ 2.24
=========== =========== =========== ===========
Weighted average number of common
shares outstanding during period 5,000,850 5,000,850 5,000,850 5,000,850
See notes to consolidated financial statements.
Page 4 of 18
5
ALEXANDER'S, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30, JUNE 30,
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations $ (25) $ (409)
Adjustments to reconcile loss from continuing
operations to net cash provided by
continuing operating activities:
Depreciation and amortization
(including debt issuance costs) 2,069 1,827
Straight-lining of rental income (413) (971)
Equity in income of unconsolidated joint
venture (net of distributions of
$4,275 and $4,149 in 1997 and 1996) 1,660 2,199
Change in assets and liabilities:
Accounts receivable (327) (336)
Amounts due to Vornado Realty Trust and its affiliate (1,090) 371
Liability for postretirement healthcare benefits -- (810)
Accounts payable and accrued liabilities (321) 805
Other liabilities from discontinued operations (283) (1,038)
Other (956) (718)
-------- --------
Net cash provided by operating activities 314 920
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (8,930) (24,051)
Cash restricted for construction financing 965 (122)
Cash restricted for operating liabilities 568 7,846
-------- --------
Net cash used in investing activities (7,397) (16,327)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt 16,667 10,527
Debt repayments (661) (522)
Deferred debt expense (199) --
-------- --------
Net cash provided by financing activities 15,807 10,005
-------- --------
Net increase (decrease) in cash and cash equivalents 8,724 (5,402)
Cash and cash equivalents at beginning of period 5,480 8,471
-------- --------
Cash and cash equivalents at end of period $ 14,204 $ 3,069
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (including capitalized
interest of $4,579 and $4,455) $ 10,268 $ 10,187
======== ========
See notes to consolidated financial statements.
Page 5 of 18
6
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of June 30, 1997, the consolidated
statements of operations for the three and six months ended June 30, 1997 and
June 30, 1996, and the consolidated statements of cash flows for the six
months ended June 30, 1997 and June 30, 1996 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 and six months ended
June 30, 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 in each of the three months ended
June 30, 1997 and 1996 and $1,875,000 and $3,468,000 in the six months ended
June 30, 1997 and 1996. The fees for the six months ended June 30, 1996,
included $1,443,000 related to the completion of the redevelopment of the
Rego Park I property in the quarter ended March 31, 1996.
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 each of the three months
ended June 30, 1997 and 1996 and $1,250,000 in each of the six months ended
June 30, 1997 and 1996. Vornado is due $5,490,000 at June 30, 1997 under such
agreement, subject to the payment of rents by tenants. The lease which
Vornado had previously negotiated with Caldor on behalf of the Company for
its Fordham Road property was rejected in June 1997 in Caldor's bankruptcy
proceedings, resulting in $1,254,000 of previously recorded leasing fees
payable and $1,507,000 of deferred lease expense being reversed in the
quarter ended June 30, 1997.
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 $1,775,000 and $1,889,000 in the three months ended June
30, 1997 and 1996, of which $1,250,000 and $1,203,000 were capitalized.
Interest on the loan was $3,626,000 and $3,758,000 in the six months ended
June 30, 1997 and 1996, of which $2,479,000 and $1,857,000 were capitalized.
Page 6 of 18
7
ALEXANDER'S, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Environmental Matters
The results of a 1993 Phase I Environmental Study at the Kings Plaza
Shopping Center property ("Center") - a 50% owned joint venture - showed that
certain adjacent properties owned by third parties have experienced
contamination by petroleum hydrocarbons. The Center commissioned a Phase II
Environmental Study and Contamination Assessment/Site Investigation in June
1997 to evaluate and delineate environmental conditions. These additional
reports indicate that the Center is required to engage in remediation
activities at the property due to the presence of petroleum and other
hydrocarbons. Management believes that the remediation will not have a
material adverse effect on the Company's financial condition and results of
operations.
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
29% and 36% of the Company's consolidated revenues for the six months ended
June 30, 1997 and the year ended December 31, 1996. Caldor rejected its
Fordham Road lease effective June 6, 1997 and accordingly, no longer pays
rent; Alexander's has filed a claim for damages based on such rejection. The
annual base rental under this lease was $3,537,000 (approximately 15% of the
Company's consolidated revenues). The rejection of the Fordham Road lease and
the loss of property rental payments, if any, under the Caldor lease for the
Flushing property, could have a material adverse affect on the Company's
financial condition and results of operations.
Page 7 of 18
8
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic and business conditions, which will, among other
things, affect demand for retail space or retail goods, availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; adverse changes in the real estate markets including,
among other things, competition with other companies and technology; risks of
real estate development and acquisition; governmental actions and initiatives;
and environmental/safety requirements.
RESULTS OF OPERATIONS
The Company's revenues, which consist of property rentals, tenant expense
reimbursements and equity in income of unconsolidated joint venture were
$6,761,000 in the quarter ended June 30, 1997, compared to $5,686,000 in the
prior year's quarter, an increase of $1,075,000. Revenues were $12,759,000 for
the six months ended June 30, 1997, compared to $10,370,000 for the prior year's
six months, an increase of $2,389,000.
Property rentals were $4,630,000 in the quarter ended June 30, 1997 compared
to $4,504,000 in the prior year's quarter, an increase of $126,000. This
increase resulted primarily from leases commencing during the quarter with
Circuit City, Bed Bath & Beyond and Old Navy for the remaining 112,000 square
feet at the Company's Rego Park I property, partially offset by the loss of rent
resulting from Caldor's rejection of its Fordham Road lease. Property rentals
for the six months ended June 30, 1997 were $8,850,000 compared to $7,453,000
for the prior year's six months, an increase of $1,397,000. In addition to the
items during the quarter noted above, the increase in the six months reflected
six months of paid parking and rents for 234,000 square feet of the Company's
Rego Park I property, compared to four months 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 $803,000 in the quarter ended June 30,
1997, compared to $499,000 the prior year's quarter, an increase of $304,000.
Tenant expense reimbursements for the six months ended June 30, 1997 were
$1,294,000 compared to $967,000 for the prior year's six months, an increase of
$327,000. These increases reflect a corresponding increase in operating expenses
passed through to tenants as a result of six months of operations at the
Company's Rego Park I property this year, compared to four months in 1996.
Equity in income of unconsolidated joint venture ("the Kings Plaza Shopping
Center") was $1,328,000 in the quarter ended June 30, 1997, compared to $683,000
in the prior year's quarter, an increase of $645,000. Equity in income of the
Kings Plaza Shopping Center was $2,615,000 for the six months ended June 30,
1997, compared to $1,950,000 in the prior year's six months, an increase of
$665,000. These increases resulted primarily from higher rents.
Operating expenses were $2,265,000 in the quarter ended June 30, 1997,
compared to $1,429,000 in the prior year's quarter, an increase of $836,000.
Operating expenses were $3,877,000 in the six months ended June 30, 1997,
compared to $2,453,000 in the prior year's six months, an increase of
$1,424,000. Of these increases, $667,000 was a second quarter charge to bad debt
expense, in connection with Caldor's rejection of its Fordham Road lease, for
the receivable from the straight-lining of rents. The remaining increase of
$757,000 for the six months resulted primarily from six months of operations at
the Rego Park I property this year, compared to four months in 1996.
Page 8 of 18
9
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General and administrative expenses were $1,032,000 in the quarter ended June
30, 1997, compared to $1,262,000 in the prior year's quarter, a decrease of
$230,000. General and administrative expenses were $2,013,000 in the six months
ended June 30, 1997 compared to $2,422,000 in the prior year's six months, a
decrease of $409,000. These decreases resulted primarily from lower professional
fees.
Interest and debt expense was $3,311,000 for the quarter ended June 30, 1997
compared to $3,419,000 for the prior year's quarter, a decrease of $108,000.
Interest and debt expense was $6,605,000 in the six months ended June 30, 1997
compared to $6,736,000 for the prior year's six months, a decrease of $131,000.
These decreases resulted primarily from more interest expense being capitalized
on redevelopment projects in 1997, offset by interest on the Rego Park I debt
being charged to income this year for six months versus four months last year.
Interest and other income, net was $612,000 in the quarter ended June 30,
1997, compared to $1,033,000 in the prior year's quarter, a decrease of
$421,000. Interest and other income, net was $864,000 in the six months ended
June 30, 1997, compared to $1,655,000 in the prior year's six months, a decrease
of $791,000. These decreases resulted primarily from the amortization of
deferred gains in connection with the Company's postretirement healthcare
benefits and refunds in the prior year.
Discontinued Operations
The Company recorded income from discontinued operations of $11,602,000 in
the quarter ended June 30, 1996 comprised of (i) $9,602,000 from the settlement
of a tax certiorari proceeding against the County of Nassau for overpayment of
taxes on its former Valley Stream Store property and (ii) $2,000,000 from the
reduction of "Other liabilities of discontinued 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 $2,500,000 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 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.
Page 9 of 18
10
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Property rentals from Caldor, which filed for relief under Chapter 11 of the
United States Bankruptcy Code in September 1995, represented approximately 29%
and 36% of the Company's consolidated revenues for the six months ended June 30,
1997 and the year ended December 31, 1996. Caldor rejected its Fordham Road
lease effective June 6, 1997 and accordingly, no longer pays rent; Alexander's
has filed a claim for damages based on such rejection. The annual base rental
revenue under this lease was $3,537,000 (approximately 15% of the Company's
consolidated revenues). The rejection of the Fordham Road lease and the loss of
property rental payments, if any, under the Caldor lease for the Flushing
Property, could have a material adverse effect on the Company's financial
condition and results of operations. In addition, Caldor failed to meet certain
financial tests required under the Company's Fordham Road mortgage. As a result,
the Company was 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 six months ended June 30, 1997 was
$407,000.
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 commenced during
the second quarter of 1997. In addition, the Company's lease with Sears for
289,000 square feet at its Kings Plaza Store property for use as a full-line
department store is expected to commence in the last quarter of 1997.
In March 1997, the Company extended its Rego Park construction loan for one
year maturing on March 30, 1998. As of June 30, 1997, $75,000,000 was funded
under such construction loan (approximately $16,667,000 was borrowed in the six
months ended June 30, 1997). The loan bears interest at LIBOR plus 1.00% (6.88%
at June 30, 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.
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
Six Months Ended June 30, 1997
Cash provided by operating activities of $314,000 was comprised of $3,291,000
from results of operations (net loss of $25,000 offset by non-cash items of
$3,316,000), partially offset by the net change in operating assets and
liabilities of $2,977,000. The adjustments for non-cash items are comprised of
(i) depreciation and amortization of $2,069,000 and (ii) equity in income of
unconsolidated joint venture of $1,660,000, offset by the effect of
straight-lining of rental income of $413,000.
Net cash used in investing activities of $7,397,000 was comprised of capital
expenditures of $8,930,000, offset by the release of $1,533,000 of restricted
cash.
Page 10 of 18
11
ALEXANDER'S, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net cash provided by financing activities of $15,807,000 was comprised of
proceeds from the issuance of debt (net of deferred debt expense) of $16,468,000
on the Rego Park I property, offset by repayments of debt of $661,000.
Six Months Ended June 30, 1996
Cash provided by operating activities of $920,000 was comprised of $2,646,000
from results of operations (net loss of $409,000 offset by non-cash items of
$3,055,000), offset by a net change in operating assets and liabilities of
$1,726,000.
Net cash used in investing activities of $16,327,000 was comprised primarily
of capital expenditures of $24,051,000, offset by the release of cash restricted
for operating liabilities of $7,846,000.
Net cash provided by financing activities of $10,005,000 was comprised of
proceeds from the issuance of debt of $10,527,000, offset by repayments of debt
of $522,000.
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 11 of 18
12
ALEXANDER'S, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 28, 1997, the Company held its annual meeting of
stockholders. The matters on which the stockholders voted, in
person or by proxy, were: (1) the election of the three nominees
listed in the Proxy Statement to serve on the Board of Directors
for a term of three years, or until their respective successors are
duly elected and qualify and (2) the approval of the amendment to
the Company's Omnibus Stock Plan. The three nominees were elected
and the amendment to the Omnibus Stock Plan was approved. The
results of the voting are shown below:
Election of Directors
Votes Cast
Against or
Directors Votes Cast For Withheld
--------------------- -------------- ----------
Steven Roth 4,630,660 71,112
Russell B. Wight, Jr. 4,630,909 70,863
Neil Underberg 4,630,906 70,866
Approval of Amendment to the Omnibus Stock Plan
Abstention
Votes Cast or Broker
Votes Cast For Against Non-Vote
-------------- ---------- ----------
2,325,696 649,021 3,504
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: The following exhibits are filed with this Quarterly
Report on Form 10-Q.
10 Registrant's Omnibus Stock Plan, as amended, dated May
28, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
Page 12 of 18
13
ALEXANDER'S, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER'S, INC.
-----------------------------
(Registrant)
Date: August 7, 1997 /s/ Joseph Macnow
-----------------------------
JOSEPH MACNOW
Vice President - Chief Financial
Officer and Chief Accounting Officer
Page 13 of 18
14
ALEXANDER'S, INC.
EXHIBIT INDEX
PAGE NUMBER IN
SEQUENTIAL
EXHIBIT NO. NUMBERING
----------- --------------
10 Registrant's Omnibus Stock Plan, as amended,
dated May 28, 1997. 15
27 Financial Data Schedule 18
Page 14 of 18