UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark one)

 

 

 

Or

 

 

 

 

 

ALEXANDER’S, INC.

(Exact name of registrant as specified in its charter)

 

 

(212) 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  o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes  x No

 

As of September 30, 2008, there were 5,080,590 shares of common stock, par value $1 per share, outstanding.

 

 

ALEXANDER’S, INC.

 

INDEX

 

 

 

 

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PART I. FINANCIAL INFORMATION

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Amounts in thousands, except share and per share amounts)

 

 

See notes to consolidated financial statements (unaudited).

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(Amounts in thousands, except per share amounts)

 

 

 

 

See notes to consolidated financial statements (unaudited).

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)

 

 

 

 

See notes to consolidated financial statements (unaudited).

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

Alexander’s, Inc. (NYSE: ALX) is a real estate investment trust (“REIT”), incorporated in Delaware, engaged in leasing, managing, developing and redeveloping its properties. All references to “we,” “us,” “our,” or “Company” refer to Alexander’s, Inc. and its consolidated subsidiaries. We are managed by, and our properties are leased and developed by, Vornado Realty Trust (“Vornado”) (NYSE: VNO).

 

 

 

The consolidated balance sheet at September 30, 2008, the consolidated statements of operations for the three months and nine months ended September 30, 2008 and 2007, and the consolidated statements of cash flows for the nine months ended September 30, 2008 and 2007 are unaudited. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with Article 10 of Regulation S-X and the instructions to Form 10-Q. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the operating results for the full year.

 

The accompanying consolidated financial statements include our accounts and that of our consolidated subsidiaries. All significant intercompany amounts have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

 

We currently operate in one business segment.

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 became effective for our financial assets and liabilities on January 1, 2008.  The FASB has deferred the implementation of the provisions of SFAS No. 157 relating to certain nonfinancial assets and liabilities until January 1, 2009. SFAS No. 157 did not materially affect how we determine fair value.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to measure many financial instruments and certain other items at fair value .  SFAS No. 159 became effective for us on January 1, 2008. We did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.

 

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. SFAS No. 141R broadens the guidance of SFAS No. 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and acquisition related costs will generally be expensed rather than included as part of the basis of the acquisition. SFAS No. 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS No. 141R is effective for all transactions entered into, on or after January 1, 2009. We are currently evaluating the impact SFAS No. 141R will have on our consolidated financial statements.

 

 

 

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS No. 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS No. 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS No. 160 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009, will not have a material effect on our consolidated financial statements.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133. SFAS No. 161 enhances required disclosures regarding derivative instruments and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009, will not have a material effect on our consolidated financial statements.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The purpose of this statement is to improve financial reporting by providing a consistent framework for determining applicable accounting principles to be used in the preparation of financial statements presented in conformity with accounting principles generally accepted in the United States of America. SFAS No. 162 will become effective 60 days after the SEC’s approval. We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.

 

 

At September 30, 2008, Vornado owned 32.6% of our outstanding common stock. We are managed by, and our properties are leased and developed by, Vornado, pursuant to the agreements described below, which expire in March of each year and are automatically renewable.

 

Management and Development Agreements

We pay Vornado an annual management fee equal to the sum of (i) $3,000,000, (ii) 3% of gross income from the Kings Plaza Regional Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue and (iv) $234,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.

 

In addition, Vornado is entitled to a development fee of 6% of development costs, as defined, with minimum guaranteed fees of $750,000 per annum. The development fee for the Rego Park II project (see note 5) is estimated to be approximately $17,500,000, of which $2,434,000 has been paid as of September 30, 2008. The balance is due on substantial completion of the construction.

 

Leasing Agreements

Vornado provides us with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through the twentieth year of a lease term, and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by tenants. In the event third-party real estate brokers are used, the fees to Vornado increase by 1% and Vornado is responsible for the fees to the third-party real estate brokers. Vornado is also entitled to a commission upon the sale of any of our assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000 and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more. The total of these amounts is payable in annual installments in an amount not to exceed $4,000,000, with interest on the unpaid balance at LIBOR plus 1.0% (5.19% at September 30, 2008).

 

Other Agreements  

We have also entered into agreements with Building Maintenance Services, a wholly owned subsidiary of Vornado, to supervise cleaning, engineering and security services at our Lexington Avenue and Kings Plaza properties for an annual fee of the cost for such services plus 6%.

 

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

The following is a summary of fees to Vornado that were incurred under the agreements discussed above.

 

 

At September 30, 2008, we owed Vornado $32,023,000 for leasing fees, $10,241,000 for the earned portion of the Rego II development fee discussed above, and $1,345,000 for management, property management and cleaning fees.

 

We own approximately 6.6 acres of land adjacent to our Rego Park I property in Queens, New York, which comprises the entire square block bounded by the Horace Harding Service Road (of the Long Island Expressway), 97^th Street, 62^nd Drive and Junction Boulevard. The development at Rego Park II consists of a 600,000 square foot shopping center on four levels and a parking deck containing approximately 1,400 spaces. Construction is expected to be completed in 2009 and estimated to cost approximately $410,000,000, of which $263,000,000 has been expended as of September 30, 2008. The development may also include an apartment tower containing up to 315 apartments. The shopping center will be anchored by a 134,000 square foot Century 21 department store, a 138,000 square foot Home Depot and a 132,000 square foot Kohl’s.

 

There can be no assurance that this project will be completed, completed on time, or completed for the budgeted amount.

 

The following is a summary of our outstanding debt.

 

_____________________________

 

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The fair value of our debt, estimated by discounting the future contractual cash flows of our existing debt using the current rates available to borrowers with similar credit ratings for the remaining terms of such debt, was less than its carrying amount by approximately $46,783,000 at September 30, 2008.

 

As of September 30, 2008 and December 31, 2007, with respect to our taxable REIT subsidiary, we had $47,228,000 and $46,119,000, respectively, of unrecognized tax benefits that if recognized, would result in non-cash income, reducing our effective tax rate. These amounts, which include $9,247,000 and $7,513,000, of accrued interest as of September 30, 2008 and December 31, 2007, respectively, are included as a component of “liability for income taxes and other” in our consolidated balance sheets.

 

We recognize interest related to the unrecognized tax benefits in “interest and debt expense” in our consolidated statements of operations. The three months ended September 30, 2008 and 2007 includes $457,000 and $616,000, respectively, and the nine months ended September 30, 2008 and 2007, includes $1,734,000 and $1,842,000 respectively, of interest related to the unrecognized tax benefits.

 

As of September 30, 2008, our 2003 to 2006 tax years remain open to examination by the major taxing jurisdictions to which we are subject. In late 2007, we were notified by the IRS of its intent to audit our 2005 federal income tax return. The IRS completed this audit in the third quarter, which resulted in no changes. Accordingly, we recognized $799,000 of unrecognized tax benefits in the three months ended September 30, 2008, of which $625,000 was recognized as a reduction of “income tax (expense) benefit”.

 

 

Stock appreciation rights (“SARs”) are granted at 100% of the market price of our common stock on the date of grant. Compensation expense for each SAR is measured by the excess of stock price at the current balance sheet date over the stock price at the previous balance sheet date. If the stock price is lower at the current balance sheet date, previously recognized expense is reversed but not below zero. At September 30, 2008, 400,000 SARs were outstanding and exercisable. In the three and nine months ended September 30, 2008, we accrued $44,655,000 and $23,330,000, respectively, for SARs compensation expense, based on our closing stock price of $400.00 at September 30, 2008 (compared to $310.60 at June 30, 2008 and $353.25 at December 31, 2007) and the September 2008 exercise of the 100,000 SARS discussed below. In the three and nine months ended September 30, 2007, we reversed $9,375,000 and $27,411,000, respectively, of previously recognized expense, based on our closing stock price of $385.50 at September 28, 2007 (compared to $404.25 at June 30, 2007 and $419.65 at December 31, 2006) and the March 2007 exercise of the 350,000 SARs discussed below.

 

On September 15, 2008, Steven Roth, the Chairman of our Board of Directors and Chief Executive Officer, exercised 100,000 of his existing SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $32,440,000.

 

On October 14, 2008, Mr. Roth exercised an additional 100,000 of his SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $29,669,000.

 

On March 13, 2007, Michael Fascitelli, our President, exercised 350,000 of his existing SARs, which were scheduled to expire on March 14, 2007, and he received gross proceeds of $50,465,000.

 

 

 

 

 

 

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Special Dividend

On September 9, 2008, our Board of Directors declared a special dividend of $7.00 per share, or $35,600,000 in the aggregate, payable on October 30, 2008, to stockholders of record on October 14, 2008. The dividend is attributable to the liquidation of the wholly owned 731 Lexington Avenue taxable REIT subsidiary into Alexander’s.

 

Insurance

We carry commercial liability with limits of $200,000,000 per location and all risk property insurance for (i) fire, (ii) flood, (iii) rental loss, (iv) extended coverage, and (v) “acts of terrorism,” as defined in the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) of 2007, with respect to our assets, with limits of $1.7 billion per occurrence, including terrorist acts, as defined, for all of our properties. To the extent that we incur losses in excess of our insurance coverage, these losses would be borne by us and could be material.

 

Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for the purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance and/or refinance our properties.

 

Environmental Remediation

In July 2006, we discovered an oil spill at our Kings Plaza Regional Shopping Center. We have notified the New York State Department of Environmental Conservation (“NYSDEC”) about the spill and have developed a remediation plan. The NYSDEC has approved a portion of the remediation plan and clean up is ongoing. The estimated costs associated with the clean up will aggregate approximately $2,500,000. We have paid $500,000 of such amount and the remainder is covered under our insurance policy.

 

Flushing Property

In the fourth quarter of 2003, we recognized $1,289,000 of income representing a non-refundable deposit of $1,875,000, net of $586,000 of costs associated with the transaction, from a party that had agreed to purchase this property as such party had not met its obligations under a May 30, 2002 purchase contract. On September 10, 2002, November 7, 2002, and July 8, 2004, we received letters from the party demanding return of the deposit. On December 28, 2005, the party filed a complaint against us in the Supreme Court of the State of New York alleging that we failed to honor the terms and conditions of the agreement. The complaint seeks specific performance and, if specific performance is denied, it seeks the return of the deposit plus interest and $50,000 in costs. Pursuant to discussions with our legal counsel, we do not believe the party is entitled to either specific performance or a return of the deposit and we are defending against the action. Accordingly, we have not recorded a loss contingency for this matter.

 

Paramus

In 2001 we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease has a 40-year term with a purchase option in 2021 for $75,000,000. We have a $68,000,000 interest only, non-recourse mortgage loan on the property from a third party lender. The fixed interest rate on the debt is 5.92% with interest payable monthly until maturity in October 2011. The annual triple-net rent is the sum of $700,000 plus the amount of debt service on the mortgage loan. If the purchase option is exercised, we will receive net cash proceeds of approximately $7,000,000 and recognize a gain on sale of land of approximately $62,000,000. If the purchase option is not exercised, the triple-net rent for the last 20 years must include the debt service sufficient to fully amortize $68,000,000 over the remaining 20-year lease term.

 

Letters of Credit

We have approximately $7,998,000 in standby letters of credit that were issued and outstanding as of September 30, 2008.

 

Other

There are various other legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.

 

 

 

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ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The following table sets forth the computation of basic and diluted (loss) income per share, including a reconciliation of net (loss) income and the number of shares used in computing basic and diluted earning per share. Basic earnings per share is determined using the weighted average shares of common stock outstanding during the period. Diluted earnings per share is determined using the weighted average shares of common stock outstanding during the period and assumes all potentially dilutive securities were converted into common shares at the earliest date possible.

 

 

 

Options to purchase 28,966 shares of our common stock were not included in the calculation of net loss per share in the three months ended September 30, 2008, as they were anti-dilutive.

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Alexander’s, Inc.

Paramus, New Jersey

 

We have reviewed the accompanying consolidated balance sheet of Alexander’s, Inc. and subsidiaries (the “Company”) as of September 30, 2008, and the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2008 and 2007 and cash flows for the nine-month periods ended September 30, 2008 and 2007. These interim financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Alexander’s, Inc. and subsidiaries as of December 31, 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 25, 2008, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2007 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

/s/ DELOITTE & TOUCHE LLP

 

Parsippany, New Jersey

November 3, 2008

 

 

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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 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results, financial condition, results of operations and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. We also note the following forward-looking statements: in the case of our development project, the estimated completion date, estimated project costs and costs to complete. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A - Risk Factors” in our Annual Report on Form 10-K.

 

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly, any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and nine months ended September 30, 2008 and 2007. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

 

 

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Overview

 

Alexander’s, Inc. is a real estate investment trust (“REIT”), incorporated in Delaware, engaged in leasing, managing, developing and redeveloping its properties. All references to “we,” “us,” “our,” or “Company” refer to Alexander’s, Inc. and its consolidated subsidiaries. We are managed by, and our properties are leased and developed by, Vornado Realty Trust (“Vornado”). We have seven properties in the greater New York City metropolitan area including the 731 Lexington Avenue property, a 1.3 million square foot multi-use building in Manhattan, and the Kings Plaza Regional Shopping Center located in Brooklyn.

 

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, attractiveness of the location, the quality of the property and breadth and quality of the services provided. Our success depends upon, among other factors, trends of national and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

 

In the second half of 2007 the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining home values and increasing inventory nationwide. In 2008, the “credit crisis” spread to the broader commercial credit and financial markets resulting in a illiquidity and extreme volatility in the equity and bond markets. These factors coupled with a slowing economy, higher unemployment, and lower consumer sentiment, have significantly reduced the volume of real estate transactions and increased capitalization rates. Our real estate portfolio may also be affected by tenant bankruptcies, store-closures, lower occupancy and effective rents, which would result in a corresponding decrease in net income, funds from operations and cash flow. For example, Circuit City, which leases 50,000 square feet at Rego Park I (approximately $2,600,000 of annual property rental income and approximately $5,980,000 of unamortized costs at September 30, 2008, including tenant improvements, leasing commissions and straight-line rent receivable), has recently announced layoffs, second quarter losses, and is considering significant store-closures. It is difficult to predict when or if these markets will return to historical capacity and pricing levels.

 

Stock Appreciation Rights

Stock appreciation rights (“SARs”) are granted at 100% of the market price of our common stock on the date of grant. Compensation expense for each SAR is measured by the excess of stock price at the current balance sheet date over the stock price at the previous balance sheet date. If the stock price is lower at the current balance sheet date, previously recognized expense is reversed but not below zero. At September 30, 2008, 400,000 SARs were outstanding and exercisable. In the three and nine months ended September 30, 2008, we accrued $44,655,000 and $23,330,000, respectively, for SARs compensation expense, based on our closing stock price of $400.00 at September 30, 2008 (compared to $310.60 at June 30, 2008 and $353.25 at December 31, 2007) and the September 2008 exercise of the 100,000 SARS discussed below. In the three and nine months ended September 30, 2007, we reversed $9,375,000 and $27,411,000, respectively, of previously recognized expense, based on our closing stock price of $385.50 at September 28, 2007 (compared to $404.25 at June 30, 2007 and $419.65 at December 31, 2006) and the March 2007 exercise of the 350,000 SARs discussed below.

 

On September 15, 2008, Steven Roth, the Chairman of our Board of Directors and Chief Executive Officer, exercised 100,000 of his existing SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $32,440,000.

 

On October 14, 2008, Mr. Roth exercised an additional 100,000 of his SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $29,669,000.

 

On March 13, 2007, Michael Fascitelli, our President, exercised 350,000 of his existing SARs, which were scheduled to expire on March 14, 2007, and he received gross proceeds of $50,465,000.

 

Special Dividend

On September 9, 2008, our Board of Directors declared a special dividend of $7.00 per share, or $35,600,000 in the aggregate, payable on October 30, 2008, to stockholders of record on October 14, 2008. The dividend is attributable to the liquidation of the wholly owned 731 Lexington Avenue taxable REIT subsidiary into Alexander’s.

 

 

 

 

 

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Critical Accounting Policies

 

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2007 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 2 – Summary of Significant Accounting Policies” to the consolidated financial statements included therein. There have been no significant changes to those policies during 2008.

 

Recently Issued Accounting Literature

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 became effective for our financial assets and liabilities on January 1, 2008.  The FASB has deferred the implementation of the provisions of SFAS No. 157 relating to certain nonfinancial assets and liabilities until January 1, 2009. SFAS No. 157 did not materially affect how we determine fair value.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to measure many financial instruments and certain other items at fair value.  SFAS No. 159 became effective for us on January 1, 2008. We did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.

 

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. SFAS No. 141R broadens the guidance of SFAS No. 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and acquisition related costs will generally be expensed rather than included as part of the basis of the acquisition. SFAS No. 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS No. 141R is effective for all transactions entered into, on or after January 1, 2009. We are currently evaluating the impact SFAS No. 141R will have on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS No. 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS No. 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS No. 160 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009, will not have a material effect on our consolidated financial statements.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133. SFAS No. 161 enhances required disclosures regarding derivative instruments and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009, will not have a material effect on our consolidated financial statements.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The purpose of this statement is to improve financial reporting by providing a consistent framework for determining applicable accounting principles to be used in the preparation of financial statements presented in conformity with accounting principles generally accepted in the United States of America. SFAS No. 162 will become effective 60 days after the SEC’s approval. We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.

 

Significant Tenants

 

Bloomberg L.P. accounted for approximately 33% and 31% of our consolidated revenues in each of the three-month periods ended September 30, 2008 and 2007, respectively, and 32% and 31% of our consolidated revenue in each of the nine-month periods ended September 30, 2008 and 2007, respectively. No other tenant accounted for more than 10% of our consolidated revenues.

 

 

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Results of Operations for the Three Months Ended September 30, 2008 and 2007

 

Net loss for the quarter ended September 30, 2008 was $31,443,000, compared to net income of $28,626,000 for the quarter ended September 30, 2007. Net loss for the quarter ended September 30, 2008 includes $44,655,000 for an accrual of SARs compensation expense, compared to $9,375,000 for a reversal of previously recognized SARs compensation expense in the quarter ended September 30, 2007.

 

Property Rentals

Property rentals were $35,154,000 in the quarter ended September 30, 2008, compared to $35,319,000 in the prior year’s quarter, a decrease of $165,000.

 

Expense Reimbursements

Tenant expense reimbursements were $17,799,000 in the quarter ended September 30, 2008, compared to $17,105,000 in the prior year’s quarter, an increase of $694,000, which resulted from higher real estate taxes.

 

Operating Expenses

Operating expenses were $19,202,000 in the quarter ended September 30, 2008, compared to $17,653,000 in the prior year’s quarter, an increase of $1,549,000. This increase was primarily due to $1,022,000 for higher real estate taxes.

 

General and Administrative Expenses

Excluding $44,655,000 for an accrual of SARs compensation expense in the quarter ended September 30, 2008, and $9,375,000 for the reversal of a portion of previously recognized SARs compensation expense in the quarter ended September 30, 2007, general and administrative expenses increased by $515,000 from the prior year’s quarter. This increase resulted primarily from $489,000 of Kings Plaza energy plant joint venture professional fees, of which $412,000 related to prior periods.

 

Interest and Other Income, net

Interest and other income, net, was $2,973,000 in the quarter ended September 30, 2008, compared to $6,426,000 in the prior year’s quarter, a decrease of $3,453,000. This decrease was primarily due to lower interest income of $3,377,000 from lower average yields on existing cash balances.

 

Interest and Debt Expense

Interest and debt expense was $15,546,000 in the quarter ended September 30, 2008, compared to $16,154,000 in the prior year’s quarter, a decrease of $608,000. This decrease was primarily due to higher capitalized interest relating to our Rego II development project.

 

Minority Interest of Partially Owned Entity

Minority interest of partially owned entity represents our venture partner’s 75% pro rata share of net income or loss in our consolidated partially owned entity, the Kings Plaza energy plant joint venture.

 

Income Tax (Expense) Benefit of the Taxable REIT Subsidiary

Income tax expense was $276,000 in the quarter ended September 30, 2008, compared to an income tax benefit of $1,284,000 in the quarter ended September 30, 2007, an increase of $1,560,000. The income tax benefit in the prior year’s quarter resulted from the finalization of Alexander’s 2006 income tax return.

 

 

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Results of Operations for the Nine Months Ended September 30, 2008 and 2007

 

Net income for the nine months ended September 30, 2008 was $22,163,000, compared to $80,411,000 for the nine months ended September 30, 2007. Net income for the nine months ended September 30, 2008 includes $23,330,000 for an accrual of SARs compensation expense, compared to $27,411,000 for a reversal of previously recognized SARs compensation expense in the nine months ended September 30, 2007.

 

Property Rentals

Property rentals were $106,600,000 in the nine months ended September 30, 2008, compared to $105,415,000 in the prior year’s nine months, an increase of $1,185,000. This increase was primarily attributable to the Lowe’s ground lease at Kings Plaza, which commenced at the end of February 2007.

 

Expense Reimbursements

Tenant expense reimbursements were $49,597,000 in the nine months ended September 30, 2008, compared to $50,274,000 in the prior year’s nine months, a decrease of $677,000. This decrease was primarily due to a true-up in billings for operating expense reimbursements.

 

Operating Expenses

Operating expenses were $54,240,000 in the nine months ended September 30, 2008, compared to $52,700,000 in the prior year’s nine months, an increase of $1,540,000. This increase was primarily due to higher real estate taxes and higher operating costs at the Kings Plaza energy plant.

 

General and Administrative Expenses

Excluding $23,330,000 of an accrual of SARs compensation expense in the nine months ended September 30, 2008 and $27,411,000 for the reversal of a portion of previously recognized SARs compensation expense in the nine months ended 2007, general and administrative expenses decreased by $156,000 from the prior year’s nine months. This decrease resulted primarily from $350,000 of organization costs incurred in connection with forming the Kings Plaza energy plant joint venture and $167,000 of “ground-breaking” costs at Rego Park II that were incurred in the prior year’s nine months, partially offset by $489,000 of Kings Plaza energy plant joint venture professional fees of which $257,000 related to prior periods.

 

Interest and Other Income, net

Interest and other income, net was $12,996,000 in the nine months ended September 30, 2008, compared to $20,543,000 in the prior year’s nine months, a decrease of $7,547,000. This decrease was comprised of $9,303,000 from lower average yields on existing cash balances, partially offset by $1,872,000 for the net gain on the sale of real estate tax abatement certificates.

 

Interest and Debt Expense

Interest and debt expense was $46,789,000 in the nine months ended September 30, 2008, compared to $49,299,000 in the prior year’s nine months, a decrease of $2,510,000. This decrease was primarily due to higher capitalized interest in the current year’s nine months as a result of our Rego Park II development project, partially offset by higher average debt outstanding in 2008.

 

Minority Interest of Partially Owned Entity

Minority interest of partially owned entity represents our venture partner’s 75% pro rata share of net loss in our consolidated partially owned entity, the Kings Plaza energy plant joint venture, which became operational in March 2007.

 

Income Tax (Expense) Benefit of the Taxable REIT Subsidiary

Income tax expense was $1,400,000 in the nine months ended September 30, 2008, compared to an income tax benefit of $178,000 in the nine months ended September 30, 2007, an increase of $1,578,000. The income tax benefit in the prior year resulted from the finalization of Alexander’s 2006 income tax return.

 

 

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Liquidity and Capital Resources

 

We anticipate that cash from operations, together with existing cash balances, will be adequate to fund our business operations, recurring capital expenditures, and debt amortization over the next twelve months.

 

Rego Park II Development Project

 

We own approximately 6.6 acres of land adjacent to our Rego Park I property in Queens, New York, which comprises the entire square block bounded by the Horace Harding Service Road (of the Long Island Expressway), 97^th Street, 62^nd Drive and Junction Boulevard. The development at Rego Park II consists of a 600,000 square foot shopping center on four levels and a parking deck containing approximately 1,400 spaces. Construction is expected to be completed in 2009 and estimated to cost approximately $410,000,000, of which $263,000,000 has been expended as of September 30, 2008. The development may also include an apartment tower containing up to 315 apartments.

 

On December 21, 2007, we obtained a construction loan providing up to $350,000,000 to finance the construction of the shopping center. The loan bears interest at LIBOR plus 1.20% (3.68% at September 30, 2008) and has a three-year term, with a one-year extension option. As of September 30, 2008, we have drawn $143,571,000 under the construction loan, of which $87,785,000 was borrowed in the current year. The shopping center will be anchored by a 134,000 square foot Century 21 department store, a 138,000 square foot Home Depot and a 132,000 square foot Kohl’s.

 

There can be no assurance that this project will be completed, completed on time, or completed for the budgeted amount.

 

Insurance

 

We carry commercial liability with limits of $200,000,000 per location and all risk property insurance for (i) fire, (ii) flood, (iii) rental loss, (iv) extended coverage, and (v) “acts of terrorism,” as defined in the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) of 2007, with respect to our assets, with limits of $1.7 billion per occurrence, including terrorist acts, as defined, for all of our properties. To the extent that we incur losses in excess of our insurance coverage, these losses would be borne by us and could be material.

 

Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for the purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance and/or refinance our properties.

 

Stock Appreciation Rights

 

On September 15, 2008, Mr. Roth exercised 100,000 of his existing SARs and received gross proceeds of $32,440,000. On October 14, 2008, Mr. Roth exercised an additional 100,000 of his existing SARs and received gross proceeds of $29,669,000. After this exercise, 300,000 SARs were outstanding and exercisable. These SARs have a weighted average exercise price of $70.38 and are scheduled to expire on March 4, 2009. Since the SARs agreements require that they be settled in cash, we would have had to pay $98,888,000 if the holders of these SARs had exercised their SARs on September 30, 2008. Any change in our stock price from the closing price of $400.00 at September 30, 2008 would increase or decrease the amount we would have to pay upon exercise.

 

Special Dividend

On September 9, 2008, our Board of Directors declared a special dividend of $7.00 per share, or $35,600,000 in the aggregate, payable on October 30, 2008, to stockholders of record on October 14, 2008. The dividend is attributable to the liquidation of the wholly owned 731 Lexington Avenue taxable REIT subsidiary into Alexander’s.

 

 

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Cash Flows

 

Rental income from our properties is our principal source of operating cash flow. Property rental income is dependent on a number of factors including the occupancy level and rental rates of our properties, as well as our tenants’ ability to pay their rents. Our properties provide us with a relatively consistent stream of cash flow that enables us to pay our operating expenses, non-development capital improvements and interest expense. Other sources of liquidity to fund our cash requirements include existing cash, proceeds from debt financings, including mortgage or construction loans secured by our properties and proceeds from asset sales.

 

Nine Months Ended September 30, 2008

 

Cash and cash equivalents were $571,916,000 at September 30, 2008, compared to $560,231,000 at December 31, 2007, an increase of $11,685,000. This increase resulted from $29,956,000 of net cash provided by operating activities and $78,691,000 of net cash provided by financing activities, offset by $96,962,000 of net cash used in investing activities.

 

Net cash provided by operating activities of $29,956,000 was comprised of (i) net income of $22,163,000 and (ii) adjustments for non-cash items of $31,991,000, partially offset by (iii) the net change in operating assets and liabilities of $24,198,000. The adjustments for non-cash items were primarily comprised of (a) an accrual of stock appreciation rights compensation expense of $23,330,000 and (b) depreciation and amortization of $18,897,000, partially offset by (c) $7,916,000 for the straight-lining of rental income and (d) a net gain on the sale of real estate tax abatement certificates of $1,872,000. The net change in operating assets and liabilities was primarily comprised of a $32,440,000 payment for a portion of the liability for stock appreciation rights.  

 

Net cash used in investing activities of $96,962,000 was primarily comprised of capital expenditures of $96,702,000, primarily related to the development of our Rego Park II project.

 

Net cash provided by financing activities of $78,691,000 was primarily comprised of $87,785,000 of borrowings under the construction loan to fund expenditures at our Rego Park II project and the exercise of share options of $2,578,000, partially offset by repayments of borrowings of $10,997,000.

 

Nine Months Ended September 30, 2007

 

Cash and cash equivalents were $529,581,000 at September 30, 2007, compared to $615,516,000 at December 31, 2006 a decrease of $85,935,000. This decrease resulted primarily from $84,712,000 of net cast used in investing activities and $9,894,000 of net cash used in financing activities, partially offset by $8,671,000 of net cash provide by operating activities.

 

Net cash provided by operating activities of $8,671,000 was primarily comprised of (i) net income of $80,411,000, partially offset by, (ii) the net change in operating assets and liabilities of $51,807,000 and (iii) adjustments for non-cash items of $19,933,000. The net change in operating assets and liabilities was primarily comprised of a $50,465,000 payment for a portion of the liability for stock appreciation rights. The adjustments for non-cash items were primarily comprised of (a) liability for stock appreciation rights of $27,411,000 and (b) straight-lining of rental income of $11,576,000, partially offset by, (c) minority interest of $321,000 and (d) depreciation and amortization of $18,733,000.

 

Net cash used in financing activities of $84,712,000 was primarily comprised of capital expenditures of $80,566,000 and an increase in restricted cash of $4,146,000.

 

Net cash used in financing activities of $9,894,000 was primarily comprised of repayments of borrowings of $10,457,000, partially offset by, $563,000 for the exercise of share options.

 

 

 

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Funds from Operations (“FFO”)

 

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

 

FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs. Management believes that FFO and FFO per diluted share are helpful to investors as supplemental performance measures because these measures exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs.

 

FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in our Statements of Cash Flows. FFO 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.

 

FFO for the Quarters and Nine Months Ended September 30, 2008 and 2007

 

FFO for the quarter ended September 30, 2008 was a negative $25,856,000, or $5.10 per diluted share, compared to $33,947,000, or $6.66 per diluted share, for the quarter ended September 30, 2007. FFO for the quarter ended September 30, 2008 includes $44,655,000, or $8.81 per diluted share, for an accrual of SARs compensation expense, compared to $9,375,000, or $1.84 per diluted share, for a reversal of previously recognized SARs compensation expense in the quarter ended September 30, 2007.

 

FFO for the nine months ended September 30, 2008 was $38,761,000, or $7.61 per diluted share, compared to $96,871,000, or $19.01 per diluted share, for the nine months ended September 30, 2007. FFO for the nine months ended September 30, 2008 includes $23,330,000, or $4.58 per diluted share, for an accrual of SARs compensation expense, compared to $27,411,000, or $5.38 per diluted share, for a reversal of previously recognized SARs compensation expense in the nine months ended September 30, 2007.

 

The following table reconciles net income to FFO:

 

 

 

 

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We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates is summarized in the table below.

 

 

The fair value of our debt, estimated by discounting the future contractual cash flows of our existing debt using the current rates available to borrowers with similar credit ratings for the remaining terms of such debt, was less than its carrying amount by approximately $46,783,000 at September 30, 2008.

 

 

(a) Disclosure Controls and Procedures – Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

 

(b) Internal Control Over Financial Reporting – There have not been any changes in our internal control over financial reporting during the fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with our legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.

 

 

There have been no material changes in our “Risk Factors” as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007.

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

 

 

 

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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.

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

 

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