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EXHIBIT INDEX ON PAGE 22

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

     
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2003

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
or organization)
  (I.R.S. Employer
Identification Number)
     
888 Seventh Avenue, New York, New York   10019

 
(Address of principal executive offices)   (Zip Code)

(212) 894-7000


(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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

             
[X]   Yes   [   ]   No

As of April 19, 2003 there were 5,000,850 shares of common stock, par value $1 per share outstanding.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATION
EXHIBIT INDEX
LETTER RE: UNAUDITED INTERIM FINANCIAL INFO


Table of Contents

ALEXANDER’S, INC. AND SUBSIDIARIES
INDEX

             
        Page Number
       
PART I. Financial Information:
       
 
Item 1. Financial Statements:
       
   
Consolidated Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002
    3  
   
Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2003 and March 31, 2002
    4  
   
Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2003 and March 31, 2002
    5  
   
Notes to Consolidated Financial Statements (unaudited)
    6  
   
Independent Accountants’ Report
    11  
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    12  
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
    17  
 
Item 4. Control and Procedures
    17  
PART II. Other Information:
       
 
Item 1. Legal Proceedings
    18  
 
Item 6. Exhibits and Reports on Form 8-K
    18  
Signatures
    19  
Certifications
    20  
Exhibit Index
    22  

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Table of Contents

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,
        2003   2002
       
 
ASSETS:
  (Unaudited)        
Real estate, at cost:
               
 
Land
  $ 90,768     $ 90,768  
 
Buildings, leaseholds and leasehold improvements
    173,368       173,368  
 
Construction in progress (including Vornado Realty Trust (Vornado) fees of $16,603 in 2003 and $13,325 in 2002)
    381,565       315,781  
 
Air rights acquired for Lexington Avenue Development
    17,531       17,531  
 
   
     
 
   
Total
    663,232       597,448  
 
Less accumulated depreciation and amortization
    (57,057 )     (55,975 )
 
   
     
 
 
Real estate, net
    606,175       541,473  
Asset held for sale
    1,502       1,502  
Cash and cash equivalents
    14,051       45,239  
Restricted cash
    5,285       2,425  
Accounts receivable, net of allowance for doubtful accounts of $256 in 2003 and $96 in 2002
    2,715       2,508  
Receivable arising from the straight-lining of rents,
    21,230       20,670  
Deferred lease and other property costs (including unamortized Vornado leasing fees of $14,736 in 2003 and $14,837 in 2002)
    27,443       27,765  
Deferred debt expense
    13,652       14,619  
Other assets
    5,727       8,711  
 
   
     
 
TOTAL ASSETS
  $ 697,780     $ 664,912  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
               
Debt (including $119,000 due to Vornado in 2003 and 2002)
  $ 567,608     $ 543,807  
Amounts due to Vornado
    13,740       11,294  
Accounts payable and accrued expenses
    38,807       36,895  
Other liabilities
    4,156       4,251  
 
   
     
 
TOTAL LIABILITIES
    624,311       596,247  
 
   
     
 
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, 10,000,000 shares; issued, 5,173,450 shares
    5,174       5,174  
Additional capital
    24,843       24,843  
Retained earnings
    44,412       39,608  
 
   
     
 
 
    74,429       69,625  
Less treasury shares, 172,600 shares at cost
    (960 )     (960 )
 
   
     
 
Total stockholders’ equity
    73,469       68,665  
 
   
     
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 697,780     $ 664,912  
 
   
     
 

See notes to consolidated financial statements.

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Table of Contents

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(amounts in thousands except per share amounts)

                       
          For The Three Months Ended
          March 31,
         
          2003   2002
         
 
REVENUES:
               
   
Property rentals
  $ 12,672     $ 12,405  
   
Expense reimbursements
    6,896       6,317  
 
   
     
 
Total revenues
    19,568       18,722  
 
   
     
 
EXPENSES:
               
   
Operating (including management fees of $363 and $366 to Vornado)
    8,913       6,870  
   
General and administrative (including management fees of $540 to Vornado in each period)
    923       865  
   
Depreciation and amortization
    1,607       1,612  
 
   
     
 
Total expenses
    11,443       9,347  
 
   
     
 
OPERATING INCOME
    8,125       9,375  
   
Interest and debt expense (including interest on loans from Vornado)
    (3,200 )     (6,578 )
   
Interest and other income, net
    123       667  
 
   
     
 
   
Income from continuing operations
    5,048       3,464  
   
(Loss) income from discontinued operations
    (244 )     67  
 
   
     
 
NET INCOME
  $ 4,804     $ 3,531  
 
   
     
 
 
Income (loss) per share (basic and diluted):
               
     
Continuing operations
  $ 1.01     $ .69  
     
Discontinued operations
    (.05 )     .02  
 
   
     
 
     
Net income
  $ .96     $ .71  
 
   
     
 

See notes to consolidated financial statements.

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ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(amounts in thousands)

                   
      For The Three Months Ended March 31,
     
      2003   2002
     
 
Cash Flows From Operating Activities:
               
Income from continuing operations
  $ 5,048     $ 3,464  
Adjustments to reconcile income from continuing operations to net cash provided by continuing operating activities:
               
 
Depreciation and amortization (including debt issuance costs)
    2,574       1,811  
 
Straight-lining of rental income,
    (560 )     (744 )
Change in assets and liabilities:
               
 
Accounts receivable
    (207 )     (926 )
 
Amounts due to Vornado and its affiliate
    (644 )     (985 )
 
Accounts payable and accrued expenses
    792       (3,146 )
 
Other liabilities
    (95 )     233  
 
Other
    2,781       1,152  
 
   
     
 
Net cash provided by operating activities of continuing operations
    9,689       859  
 
   
     
 
(Loss) income from discontinued operations
    (244 )     67  
 
Depreciation and amortization
          31  
 
   
     
 
Net cash (used in) provided by discontinued operations
    (244 )     98  
 
   
     
 
Net cash provided by operating activities
    9,445       957  
 
   
     
 
Cash Flows From Investing Activities:
               
Cash flows from continuing operations:
               
 
Additions to real estate
    (61,574 )     (12,223 )
 
Cash restricted for operating liabilities
    (2,932 )     (1,989 )
 
Cash made available for operating liabilities
    72        
 
   
     
 
Net cash used in continuing operations
    (64,434 )     (14,212 )
 
   
     
 
Net cash used in investing activities
    (64,434 )     (14,212 )
 
   
     
 
Cash Flows From Financing Activities:
               
 
Issuance of debt
    24,518        
 
Debt repayments
    (717 )     (670 )
 
Deferred debt expense
          (36 )
 
   
     
 
Net cash provided by (used in) financing activities
    23,801       (706 )
 
   
     
 
Net decrease in cash and cash equivalents
    (31,188 )     (13,961 )
Cash and cash equivalents at beginning of period
    45,239       135,258  
 
   
     
 
Cash and cash equivalents at end of period
  $ 14,051     $ 121,297  
 
   
     
 
Supplemental disclosure of cash flow information:
               
Cash payments for interest (of which $8,731 and $4,685 have been capitalized)
  $ 10,914     $ 12,533  
 
   
     
 

See notes to consolidated financial statements.

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. CONSOLIDATED FINANCIAL STATEMENTS

     The Consolidated Balance Sheet as of March 31, 2003, the Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 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 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Alexander’s, Inc. and Subsidiaries’ (the “Company”) annual report on Form 10-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the operating results for the full year.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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.

     In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective January 1, 2002, the Company reclassified its statements of operations to reflect income and expenses for properties which are held for sale or sold during 2002 and thereafter as discontinued operations.

2. RELATIONSHIP WITH VORNADO REALTY TRUST (“Vornado”)

     Vornado owns 33.1% of the Company’s Common Stock as of March 31, 2003. Steven Roth is Chief Executive Officer and a director of the Company, the Managing General Partner of Interstate Properties (“Interstate”) and Chairman of the Board and Chief Executive Officer of Vornado. At March 31, 2003, Mr. Roth, Interstate and the other two general partners of Interstate, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) own, in the aggregate, 27.5% of the outstanding common stock of the Company, and 12.9% of the outstanding common shares of beneficial interest of Vornado.

     The Company is managed by and its properties are leased by Vornado pursuant to management, leasing and development agreements with one-year terms expiring in March of each year which are automatically renewable. In conjunction with the closing of the Lexington Avenue construction loan on July 3, 2002 (Note 4), these agreements were bifurcated to cover the Company’s Lexington Avenue property separately. Further, the management and development agreements with Vornado were amended to provide for a term lasting until substantial completion of the property, with automatic renewals, and for the payment of the development fee upon the earlier of January 3, 2006 or the payment in full of the construction loan encumbering the property.

     Pursuant to this construction loan, Vornado has agreed to guarantee among other things, the lien free, timely completion of the construction of the project and funding of project costs in excess of a stated loan budget, if not funded by the Company (the “Completion Guarantee”). The $6,300,000 estimated fee payable by the Company to Vornado for the Completion Guarantee is 1% of construction costs (as defined) and is due at the same time that the development fee is due. In addition, if Vornado should advance any funds under the Completion Guarantee in excess of the $26,000,000 currently available under the secured line of credit, discussed below, interest on those advances are at 15% per annum.

     The other fees payable by the Company to Vornado consist of (i) an annual management fee of $3,000,000 plus 3% of the gross income from the Kings Plaza Mall, (ii) a development fee equal to 6% of development costs, as defined, with a minimum guaranteed fee of $750,000 per annum, and (iii) a leasing fee. The development fee for the Lexington Avenue project is estimated to be approximately $26,300,000. At March 31, 2003, the Company owed Vornado $10,235,000 in development fees. The leasing fee to Vornado is equal to (i) 3% of the gross proceeds, as defined, from the sale of an asset and (ii) in the event of a lease or sublease of an asset, 3% of lease rent

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     for the first ten years of a lease term, 2% of lease rent for the eleventh through the twentieth years of a lease term and 1% of lease rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by tenants. Such amount is payable annually in an amount not to exceed $2,500,000, until the present value of such installments (calculated at a discount rate of 9% per annum) equals the amount that would have been paid had it been paid at the time the transactions which gave rise to the commissions occurred. Pursuant to the leasing agreement, 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.

     The following table shows the total amounts incurred under the above mentioned agreements.

                 
    Three Months Ended
    March 31,
   
(amounts in thousands)   2003   2002
   
 
Management fee
  $ 903     $ 906  
Development fee, guarantee fee and rent for development office
    3,371       1,423  
Leasing and other fees
    535       767  
 
   
     
 
 
  $ 4,809     $ 3,096  
 
   
     
 

     At March 31, 2003, the Company was indebted to Vornado in the amount of $119,000,000 comprised of (i) $95,000,000 financing, and (ii) $24,000,000 under a $50,000,000 line of credit (which carries a 1% unused commitment fee). The interest rate on the loan and line of credit is 12.48% and the maturity has been extended to the earlier of January 3, 2006 or the date the Lexington Avenue construction loan is repaid in full. The interest rate on the loan and line of credit will reset quarterly, using the same spread to treasuries and a 3.00% floor for treasuries. The Company incurred interest on its loans from Vornado of $3,778,000 and $4,082,000 in the three months ended March 31, 2003 and 2002. At March 31, 2003, $26,000,000 was available under the line of credit.

3. DEBT

     Below is a summary of the Company’s outstanding debt.

                                   
                      Balance as of
                     
              Interest Rate as of   March 31,   December 31,
      Maturity   March 31, 2003   2003   2002
(amounts in thousands)  
 
 
 
 
  January                        
Term loan to Vornado
    2006       12.48 %   $ 119,000     $ 119,000  
First mortgage loan, secured by the Company’s Kings Plaza Regional Shopping Center
  June
2011
    7.46 %     218,590       219,307  
First mortgage loan, secured by the Company’s Rego Park I Shopping Center
  May
2009
    7.25 %     82,000       82,000  
First mortgage loan secured by
  October                        
 
the Company’s Paramus Property
    2011       5.92 %     68,000       68,000  
Construction loan, secured by the Company’s Lexington Avenue Property
  January
2006
    3.88 %     80,018       55,500  
 
                   
     
 
 
                  $ 567,608     $ 543,807  
 
                   
     
 

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     The scheduled principal repayments for the next five years and thereafter are as follows:

(amounts in thousands)

           
Year Ending December 31,        

       
 
2003
  $ 2,004  
 
2004
    3,226  
 
2005
    3,895  
 
2006
    203,217  
 
2007
    4,526  
Thereafter
    350,740  

4. LEXINGTON AVENUE

     The development plans at Lexington Avenue consist of approximately 1.3 million square foot multi-use building. The building will contain approximately 154,000 net rentable square feet of retail (45,000 square feet of which has been leased to Hennes & Mauritz), approximately 878,000 net rentable square feet of office (695,000 square feet of which has been leased to Bloomberg L.P.) and approximately 248,000 net saleable square feet of residential consisting of condominium units (through a taxable REIT subsidiary). Construction is expected to be completed in 2005. On July 3, 2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital (Hypo Vereinsbank) to finance the construction of the Lexington Avenue property (the “Construction Loan”). The estimated construction costs in excess of the construction loan of approximately $140,000,000 has been provided by the Company. The Construction Loan has an interest rate of LIBOR plus 2.5% (currently 3.88%) and a term of forty-two months subject to two one-year extensions. The Company received funding of $80,000,000 under the Construction Loan as of March 31, 2003. Of the total construction budget of $630,000,000, $246,000,000 has been expended through March 31, 2003 and an additional $143,000,000 has been committed to. Pursuant to this Construction Loan, Vornado has agreed to guarantee, among other things, the lien free, timely, completion of the construction of the project and funding of project costs in excess of a stated loan budget, if not funded by the Company.

     There can be no assurance that the Lexington Avenue project ultimately will be completed, completed on time or completed for the budgeted amount. Further, the Company may need additional financing for the project, which may involve equity, debt, joint ventures and asset sales, and which may involve arrangements with Vornado Realty Trust. If the project is not completed on a timely basis, the Bloomberg L.P. lease may be cancelled and significant penalties may apply.

5. COMMITMENTS AND CONTINGENCIES

     The Company’s debt instruments, consisting of mortgage loans secured by its properties (which are generally non-recourse to the Company), contain customary covenants requiring the Company to maintain insurance. There can be no assurance that the lenders under these instruments will not take the position that since the Company’s current all risk insurance policies, differ from policies in effect prior to September 11, 2001 as to coverage for terrorist acts, there are breaches of these debt instruments that allow the lenders to declare an event of default and accelerate repayment of the debt. In addition, if lenders insist on coverage for these risks, as it existed prior to September 11, 2001, it could adversely affect the Company’s ability to finance and/or refinance its properties, including the construction of its Lexington Avenue development property.

     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, which is ongoing. The New York State Department of Environmental Conservation (“NYDEC”) has approved a portion of the remediation approach. The Company accrued $2,675,000 in previous years ($2,176,000 has been paid as of March 31, 2003) for its estimated obligation with respect to the clean up

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     of the site, which includes costs of (i) remedial investigation, (ii) feasibility study, (iii) remedial design, (iv) remedial action and (v) professional fees. If the NYDEC insists on a more extensive remediation approach, the Company could incur additional obligations.

     The Company believes 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 is pursuing claims against potentially responsible third parties, there can be no assurance that such parties will be identified, or if identified, whether these third parties will be solvent. In addition, the costs associated with pursuing responsible parties may be cost prohibitive. The Company has not recorded an asset as of March 31, 2003 for possible recoveries of environmental remediation costs from potentially responsible third parties.

     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.

Letters of Credit

     Approximately $8,100,000 in standby letters of credit were issued at March 31, 2003.

6. INCOME PER SHARE

     The following table sets forth the computation of basic and diluted income per share:

                   
      For The Three Months March 31,
     
(amounts in thousands except per share amounts)   2003   2002
   
 
Numerator:
               
 
Income from continuing operations
  $ 5,048     $ 3,464  
 
(Loss) income from discontinued operations
    (244 )     67  
 
   
     
 
 
Net income
  $ 4,804     $ 3,531  
 
   
     
 
Denominator:
               
 
Denominator for basic income per share – weighted average shares
    5,001       5,001  
 
Effect of dilutive securities:
               
 
Employee stock options
           
 
   
     
 
 
Denominator for diluted income per share – adjusted weighted average shares and assumed conversions
    5,001       5,001  
 
   
     
 
INCOME PER COMMON SHARE – BASIC AND DILUTED:
               
 
Income from continuing operations
  $ 1.01     $ .69  
 
(Loss) income from discontinued operations
    (.05 )     .02  
 
   
     
 
 
Net income per common share
  $ .96     $ .71  
 
 
   
     
 

     Options to purchase 125,000 shares of the Company’s common stock were not included in the computation of diluted income per share because the options’ exercise price was greater than the average market price of the common shares for the periods presented.

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ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

7. DISCONTINUED OPERATIONS

     Discontinued operations include the Company’s Third Avenue property which was sold on August 30, 2002 and the Flushing property which is shown on the Balance Sheet as an “Asset held for sale”. Details of the operations at these properties are as follows:

                 
    For The Three Months March 31,
   
(amounts in thousands)   2003   2002

 
 
Total revenues
  $ 155     $ 580  
Total expenses
    399       513  
 
   
     
 
(Loss) income from discontinued operations
  $ (244 )   $ 67  
 
   
     
 

     On May 30, 2002 the Company entered into an agreement to sell its subsidiary which owns the building and has the ground lease for its property in Flushing, New York for $18,800,000 which would result in a gain of approximately $15,800,000. The Company has received a non-refundable deposit of $1,875,000 from the purchaser. By Notice of Default dated August 16, 2002, the Landlord of the premises notified the Company of certain alleged defaults under the lease, including, but not limited to the fact that the purchaser performed unauthorized construction at the premises. The Company commenced an action for injunctive relief and a declaration of the rights and obligations of the parties under the lease. The Company has obtained an injunction which temporarily restrains the Landlord from terminating the lease. On September 6, 2002, the scheduled closing date, the Company notified the purchaser that the purchaser failed to close and is in default of its obligations under the purchase contract. While negotiations are in process with the parties to attempt to settle the disputes, there can be no assurance that the sale will be consummated, or that the dispute with the Landlord will be resolved favorably, or that the deposit will not be required to be returned. The Company continues to explore all of its options, including subleasing the property.

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INDEPENDENT ACCOUNTANTS’ REPORT

Shareholders and Board of Directors
Alexander’s Inc.
New York, New York

     We have reviewed the accompanying condensed consolidated balance sheet of Alexander’s Inc. and Subsidiaries as of March 31, 2003, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of the Company’s management.

     We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, 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 condensed consolidated 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 auditing standards generally accepted in the United States of America, the consolidated balance sheet of Alexander’s Inc. and Subsidiaries as of December 31, 2002, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 5, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

 

Parsippany, New Jersey
May 7, 2003

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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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This quarterly report on Form 10-Q contains certain forward-looking statements regarding our financial condition, results of operations and business. You can find many of these statements by looking for words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions in this quarterly report on Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following: (a) national, regional and local economic conditions; (b) the continuing impact of the September 11, 2001 terrorist attacks on our tenants and the national, regional and local economies, including, in particular, the New York City metropolitan areas; (c) local conditions such as an oversupply of space or a reduction in demand for real estate in the area; (d) the financial conditions of tenants; (e) competition from other available space; (f) whether tenants consider a property attractive; (g) whether we are able to pass some or all of any increased operating costs we experience through to our tenants; (h) how well we manage our properties; (i) increased interest expense; (j) decreases in market rental rates; (k) the timing and costs associated with property improvements and rentals; (l) changes in taxation or zoning laws; (m) government regulations; (n) our failure to continue to qualify as a real estate investment trust; (o) availability of financing on acceptable terms; (p) potential liability under environmental or other laws or regulations; (q) general competitive factors; (r) dependence upon Vornado Realty Trust; and (s) possible conflicts of interest with Vornado Realty Trust.

     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 our 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 Form 10-Q.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements for the three months ended March 31, 2003 and 2002. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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. A summary of the Company’s significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies to the Company’s annual report on Form 10-K for the year ended December 31, 2002.

Critical Accounting Policies

     In preparing the consolidated financial statements 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. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of significant accounting policies included in Note 2 to the consolidated financial statements of the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2002.

Real Estate

     Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation requires an estimate by management of the useful life of each property as well as an allocation of the costs associated with a property to its various components. If the Company does not allocate these costs appropriately or incorrectly estimates the useful lives of its real estate, depreciation expense may be misstated. When real estate and other property is undergoing development activities, all property operating expenses, including interest expense, are capitalized to the cost of the real property to the extent that management believes such costs are recoverable through the value of the property. The Company’s properties are reviewed for impairment if events or circumstances indicate that the carrying amount of the asset may not be recoverable. In such event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis, to the carrying amount of such property. If the Company incorrectly estimates the value of the asset or the undiscounted cash flows, the impairment charges may be different.

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Revenue Recognition

     Base rent – income arising from tenant leases. These rents are recognized over the non-cancellable term of the related leases on a straight-line basis which included the rent steps and free rent abatements under the leases.

     Percentage Rents – income arising from retail tenant leases which are contingent upon the sales of the tenant exceeding a defined threshold. These rents are recognized in accordance with SAB 101, which states that this income is to be recognized only after the contingency has been removed (i.e. sales threshold have been achieved).

     Expenses Reimbursement Income – income arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This income is accrued in the same periods as the expenses are incurred.

Income Taxes

     The Company operates in a manner intended to enable it to continue to qualify as a REIT under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Under the Code, the Company’s net operating loss (“NOL”) carryovers generally would be available to offset the amount of the Company’s REIT taxable income that otherwise would be required to be distributed as a dividend to its stockholders.

Results of Operations

     The Company had net income of $4,804,000 in the quarter ended March 31, 2003, compared to $3,531,000 in the quarter ended March 31, 2002, an increase of $1,273,000. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective January 1, 2002, the Company reclassified its statements of operations to reflect income and expenses for properties which are held for sale and sold as discontinued operations.

     Property rentals were $12,672,000 in the quarter ended March 31, 2003, compared to $12,405,000 in the prior year’s quarter, an increase of $267,000. This increases resulted primarily from an increase in occupancy at the Kings Plaza Regional Shopping Center.

     Tenant expense reimbursements were $6,896,000 in the quarter ended March 31, 2003, compared to $6,317,000 in the prior year’s quarter, an increase of $579,000. This increases resulted from a $906,000 increase in tenant reimbursements, offset by $327,000 of adjustments to accruals for the year ended December 31,2002, based on actual expenses for those periods.

     Operating expenses were $8,913,000 in the quarter ended March 31, 2003, compared to $6,870,000 in the prior year’s quarter, an increase of $2,043,000. Of this increase (i) $363,000 resulted primarily from higher fuel costs for the utility plant at the Company’s Kings Plaza Regional Shopping Center, (ii) $307,000 resulted from bad debt expense this year as compared to a bad debt recovery in the prior year’s quarter and (iii) $180,000 resulted from higher garage expenses. The balance of the increase was due to higher insurance, real estate taxes and repairs and maintenance, which were billed to tenants.

     Interest and debt expense was $3,200,000 in the quarter ended March 31, 2003, compared to $6,578,000 in the prior year quarter a decrease of $3,378,000. The decrease in interest expense resulting from higher capitalized interest relating to the Lexington Avenue development property (interest expense of $8,731,000 was capitalized in 2003, as compared to $4,685,000 in 2002) and a decrease in average interest rates from 8.55% to 7.98%.

     Interest and other income, net was $123,000 in the quarter ended March 31, 2003, compared to $667,000 in the prior year’s quarter, a decrease of $544,000. This decrease resulted primarily from lower average cash invested due to funding of the Lexington Avenue development project.

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     Discontinued operations include the Company’s Third Avenue property which was sold on August 30, 2002 and the Flushing property which is shown on the Balance Sheet as an “Asset held for sale”. Details of the operations are as follows:

                 
    For The Three Months Ended March 31,
   
(amounts in thousands)   2003   2002

 
 
Total revenues
  $ 155     $ 580  
Total expenses
    399       513  
 
 
     
 
(Loss) Income from discontinued operations
  $ (244 )   $ 67  
 
 
     
 

     The decrease in revenues and expenses in 2003 were due to the sale of the Third Avenue property in August of 2002.

Liquidity and Capital Resources

     Alexander’s operating properties do not generate sufficient cash flow to pay all of its expenses. After the completion of the Lexington Avenue property, which is not expected until 2005, the Company expects that cash flow will become positive.

Development Plans

     The development plans at Lexington Avenue consist of approximately 1.3 million square foot multi-use building. The building will contain approximately 154,000 net rentable square feet of retail (45,000 square feet of which has been leased to Hennes & Mauritz), approximately 878,000 net rentable square feet of office (695,000 square feet of which has been leased to Bloomberg L.P.) and approximately 248,000 net saleable square feet of residential consisting of condominium units (through a taxable REIT subsidiary). Construction is expected to be completed in 2005. On July 3, 2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital (Hypo Vereinsbank) to finance the construction of the Lexington Avenue property (the “Construction Loan”). The estimated construction costs in excess of the construction loan of approximately $140,000,000 has been provided by the Company. The Construction Loan has an interest rate of LIBOR plus 2.5% (currently 3.88%) and a term of forty-two months subject to two one-year extensions. The Company has received funding of $80,000,000 under the Construction Loan as of March 31, 2003. Of the total construction budget of $630,000,000, $246,000,000 has been expended through March 31, 2003 and an additional $143,000,000 has been committed to. Pursuant to this Construction Loan, Vornado has agreed to guarantee, among other things, the lien free, timely, completion of the construction of the project and funding of project costs in excess of a stated loan budget, if not funded by the Company. If Vornado should advance any funds under the Completion Guarantee in excess of the $26,000,000 currently available under its line of credit with the Company, interest on those advance are at 15% per annum.

     The Company’s lease with Bloomberg L.P. has an initial term of 25 years, with a ten-year renewal option. Base annual net rent is $34,529,000 in each of the first four years and $38,533,000 in the fifth year with a similar percentage increase each four years thereafter.

     There can be no assurance that the Lexington Avenue project ultimately will be completed, completed on time or completed for the budgeted amount. Further, the Company may need additional financing for the project, which may involve equity, debt, joint ventures and asset sales, and which may involve arrangements with Vornado Realty Trust. If the project is not completed on a timely basis, the Bloomberg L.P. lease may be cancelled and significant penalties may apply.

Insurance

     The Company’s debt instruments, consisting of mortgage loans secured by its properties (which are generally non-recourse to the Company), contain customary covenants requiring the Company to maintain insurance. There can be no assurance that the lenders under these instruments will not take the position that since the Company’s current all risk insurance policies, differ from policies in effect prior to September 11, 2001 as to coverage for terrorist acts, there

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are breaches of these debt instruments that allow the lenders to declare an event of default and accelerate repayment of the debt. In addition, if lenders insist on coverage for these risks, as it existed prior to September 11, 2001, it could adversely affect the Company’s ability to finance and/or refinance its properties, including the construction of its Lexington Avenue development property.

Disposition of Property

     On May 30, 2002 the Company entered into an agreement to sell its subsidiary which owns the building and has the ground lease for its property in Flushing, New York for $18,800,000 which would result in a gain of approximately $15,800,000. The Company has received a non-refundable deposit of $1,875,000 from the purchaser. By Notice of Default dated August 16, 2002, the Landlord of the premises notified the Company of certain alleged defaults under the lease, including, but not limited to the fact that the purchaser performed unauthorized construction at the premises. The Company commenced an action for injunctive relief and a declaration of the rights and obligations of the parties under the lease. The Company has obtained an injunction which temporarily restrains the Landlord from terminating the lease. On September 6, 2002, the scheduled closing date, the Company notified the purchaser that the purchaser failed to close and is in default of its obligations under the purchase contract. While negotiations are in process with the parties to attempt to settle the disputes, there can be no assurance that the sale will be consummated, or that the dispute with the Landlord will be resolved favorably, or that the deposit will not be required to be returned. The Company continues to explore all of its options, including subleasing the property.

Debt

     At March 31, 2003, the Company was indebted to Vornado in the amount of $119,000,000 comprised of (i) $95,000,000 financing, and (ii) $24,000,000 under a $50,000,000 line of credit (which carries a 1% unused commitment fee). The interest rate on the loan and the line of credit which is currently 12.48%, will reset quarterly using a Treasury index (with a 3% floor) plus the same spread to treasuries.

     The Company has additional borrowing capacity of $26,000,000 under its line of credit with Vornado. The Company can also raise additional capital through mezzanine level borrowing (deeply subordinated debt which is not secured by a senior interest in assets) and through the sale of securities and assets (the Company estimates that the fair market value of its assets are substantially in excess of their historical cost). The Company continues to evaluate its financing alternatives.

     Although there can be no assurance, the Company believes that its cash sources as outlined above will be adequate to fund its cash requirements until its operations generate adequate cash flow.

     Cash Flows

Three Months Ended March 31, 2003

     Net cash provided by operating activities of $9,445,000 was comprised of (i) net income of $4,804,000 (ii) non-cash items of $2,014,000, offset by and (iii) the net change in operating assets and liabilities of $2,627,000. The adjustments for non-cash items are comprised of depreciation and amortization of $2,574,000, offset by the effect of straight-lining of rental income of $560,000.

     Net cash used in investing activities of $64,434,000, was comprised of capital expenditures of $61,574,000. The capital expenditures were primarily related to the Lexington Avenue development project.

     Net cash provided by financing activities of $23,801,000 resulted primarily from increase borrowings primarily to fund the Lexington Avenue development project of $24,518,000, offset by debt repayments of $717,000.

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Three Months Ended March 31, 2002

     Net cash provided by operating activities of $957,000 was comprised of (i) net income of $3,531,000, (ii) non-cash items of $1,098,000, offset by the net change in operating assets and liabilities of $3,672,000. The adjustments for non-cash items are comprised of depreciation and amortization of $1,842,000, offset by the effect of straight-lining of rental income of $744,000.

     Net cash used in investing activities of $14,212,000 was comprised of capital expenditures of $12,223,000 and increased in restricted cash of $1,989,000. The capital expenditures were primarily comprised of (i) capitalized interest and other carrying costs of $5,201,000, and (ii) excavation, foundation and predevelopment costs at the Lexington Avenue property of $6,799,000.

     Net cash used in financing activities of $706,000, resulted primarily from debt payments of $670,000.

Funds from Operations for the Three Months Ended March 31, 2003, and 2002

     Funds from operations (“FFO”) was $6,411,000 in the quarter ended March 31,2003, compared to $5,174,000 in the prior year’s quarter, an increase of $1,237,000. Effective with the Company’s filing of its 2003 first quarter Form 10-Q, the Company has revised its definition of FFO to include the effect of straight-lining of rent. This change was made in order to comply with the Securities and Exchange Commission’s recent Regulation G concerning non-GAAP financial measures, adhere to the National Association of Real Estate Investment Trusts (“NAREIT’s”) definition of FFO and to disclose FFO on a comparable basis with virtually all other companies in the industry. FFO for last year’s first quarter has been restated for comparability. Income from the straight-lining of rents amounted to $560,000 for the quarter ended March 31, 2003, and $744,000 for the quarter ended March 31, 2002. The following table reconciles net income to funds from operations:

                 
    For The Three Months Ended
(amounts in thousands).   March 31,
   
    2003   2002
   
 
Net income
  $ 4,804     $ 3,531  
Depreciation and amortization of real property
    1,607       1,643  
 
   
     
 
Funds from operations
  $ 6,411     $ 5,174  
 
   
     
 

     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. Funds from operations is computed in accordance with NAREIT’s standards, which may not be comparable to funds from operations reported by other REITs that do not define the term in accordance with NAREIT’s definition or that interpret NAREIT’s definition differently.

     Below are the cash flows provided by (used in) operating, investing and financing activities:

                 
    For The Three Months Ended
(amounts in thousands)   March 31,
   
    2003   2002
   
 
Operating activities
  $ 9,445     $ 957  
 
   
     
 
Investing activities
  $ (64,434 )   $ (14,212 )
 
   
     
 
Financing activities
  $ 23,801     $ (706 )
 
   
     
 

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The Company’s exposure to a change in interest rates is as follows:

                                             
        2003   2002
       
 
                Weighted   Effect of 1%           Weighted
(amounts in thousands except   March 31,   Average   Change In   December 31,   Average
per share amount)   Balance   Interest Rate   Base Rates   Balance   Interest Rate
   
 
 
 
 
   
Variable rate
  $ 199,018       9.02 %   $ 1,990     $ 174,500       9.76 %
   
Fixed rate
    368,590       7.13 %           369,307       7.13 %
   
 
   
             
     
         
 
  $ 567,608               1,990     $ 543,807          
   
 
   
             
     
         
Total effect on the Company’s annual net income
                  $ 1,990                  
   
 
                   
                 
 
Per share-diluted
                  $ .40                  
   
 
                   
                 

     The fair value of the Company’s debt, based on discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, exceeds the aggregate carrying amount by approximately $17,788,000 at March 31, 2003.

Item 4.   Controls and Procedures

     Within the 90-day period prior to the filing of this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of Alexander’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation

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PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings

     For a discussion of the litigation concerning the sale of the Company’s subsidiary which owns the building and has the ground lease for its property in Flushing, New York, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

     Other than routine proceedings incidental to their businesses, neither the Company nor any of its subsidiaries is a party to, nor is their property the subject of, any material pending legal proceeding. 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

             During the quarter ended March 31, 2003, the Company did not file any reports on Form 8-K.

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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.

     
    ALEXANDER’S, INC
   
    (Registrant)
     
Date:  May 7, 2003   /s/ Joseph Macnow
   
    Joseph Macnow,
    Executive Vice President and Chief Financial Officer

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CERTIFICATION

I, Steven Roth, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Alexander’s, Inc.;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors:

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls ; and

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

        May 7, 2003

         
  /s/   Steven Roth
 
      Steven Roth
      Chief Executive Officer

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CERTIFICATION

I, Joseph Macnow, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Alexander’s, Inc.;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors:

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls ; and

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

        May 7, 2003

         
  /s/   Joseph Macnow
 
      Joseph Macnow,
      Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

     The following is a list of all exhibits filed as part of the Report:

             
Exhibit            
No.           Page

         
3(i)     Certificate of Incorporation, as amended. Incorporated herein by reference from Exhibit 3.0 to the Registrant’s Current Report on Form 8-K dated September 21, 1993.   *
             
3(ii)     By-laws, as amended. Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000.   *
             
10(i)(A)(1)     Limited Liability Company Operating Agreement of 731 Residential LLC, dated as of July 3, 2002, among 731 Residential Holding LLC. as the sole member Domenic A. Borriello, as an Independent Manager and Kim Lutthang, as an Independent Manager. Incorporated herein by reference from Exhibit 10(i)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(A)(2)     Limited Liability Company Operating Agreement of 731 Commercial LLC, dated as of July 3, 2002, among 731 Commercial Holding LLC, as the sole member, Domenic A. Borriello, as an Independent Manager and Kim Lutthang, as an Independent Manager. Incorporated herein by reference from Exhibit 10(i)(A)(2) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(B)(1)     Amended and Restated Credit Agreement dated July 3, 2002 between 59th Street Corporation and Vornado Lending, LLC (evidencing $40,000,000 of debt on which 59th Street Corporation became the direct borrower). Incorporated herein by reference from Exhibit 10(i)(B)(1) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(B)(2)     Credit Agreement, dated July 3, 2002, between Alexander’s Inc. and Vornado Lending L.L.C. evidencing a $20,000,000 loan. Incorporated herein by reference from Exhibit 10(i)(B)(2) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(B)(3)     Amended and Restated Credit Agreement, dated July 3, 2002, between Alexander’s Inc. and Vornado Lending L.L.C. evidencing a $50,000,000 line of credit facility (of which $24,000,000 has been advanced). Incorporated herein by reference from Exhibit 10(i)(B)(3) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(B)(4)     Credit Agreement, dated July 3, 2002, between Alexander’s Inc. and Vornado Lending L.L.C. evidencing a $35,000,000 loan. Incorporated herein by reference from Exhibit 10(i)(B)(4) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *


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10(i)(C)     Building Loan Agreement, dated as of July 3, 2002, by and between 731 Commercial LLC and 731 Residential LLC, collectively as Borrower, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
 
  10(i)(C)(1)     Project Loan Agreement, dated as of July 3, 2002, by and between 731 Commercial LLC and 731 Residential LLC, collectively as Borrower, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(1) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(C)(2)     Supplemental Loan Agreement, dated as of July 3, 2002, by and between 731 Commercial LLC and 731 Residential LLC, collectively as Borrower, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(2) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
(10)(i)(C)(3)     Consolidated, Amended and Restated Building Loan Mortgage, dated as of July 3, 2002, by and between 731 Commercial LLC and 731 Residential LLC, collectively as Borrower, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(3) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(C)(4)     Consolidated, Amended and Restated Building Loan Note, dated as of July 3, 2002 by and between 731 Commercial LLC and 731 Residential LLC, collectively as Borrower, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(4) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(C)(5)     Guaranty of Completion, dated as of July 3, 2002, executed by Vornado Realty L.P. for the benefit of Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(5) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(C)(6)     Guaranty of Carry Obligations, dated as of July 3, 2002, executed by Alexander’s, Inc. for the benefit of Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(6) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(C)(7)     Environmental Indemnity Agreement, dated as of July 3, 2002, executed by Alexander’s, Inc., 731 Residential LLC and 731 Commercial LLC in favor of Bayerische Hypo-und Vereinsbank AG, New York Branch, as Agent for the Lenders. Incorporated herein by reference from Exhibit 10(i)(C)(7) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *


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10(i)(C)(8)     Reimbursement Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., 731 Commercial LLC, 731 Residential LLC and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10(i)(C)(8) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(D)     Amended, Restated and Consolidated Mortgage and Security Agreement, dated May 12, 1999, between The Chase Manhattan Bank, as mortgagee, and Alexander’s Rego Shopping Center Inc., as mortgagor. Incorporated herein by reference from Exhibit 10(i)(E) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000.   *
             
10(i)(E)(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)(E)(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)(E)(3)     Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10(i)(E)(3) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(E)(4)     59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty, L.P., 731 Residential LLC and 731 Commercial LLC. Incorporated herein by reference from Exhibit 10(i)(E)(4) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(F)(1)     Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10(i)(F)(1) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(F)(2)     59th Street Management and Development Agreement, dated as of July 3, 2002, by and between 731 Commercial LLC and Vornado Management Corp. Incorporated herein by reference from Exhibit 10(i)(F)(2) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(i)(F)(3)     Kings Plaza Management Agreement, dated as of May 31, 2001, by and between Alexander’s Kings Plaza LLC and Vornado Management Corp. Incorporated herein by reference from Exhibit 10(i)(F)(3) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
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.   *


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10(ii)(A)(4)     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)     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)(a) above by the Company. Incorporated herein by reference from Exhibit 10(ii)(A)(12)(b) to the Registrant’s Form 10-K for the fiscal year ended December 31, 1994.   *
             
10(iii)(B)     Employment Agreement, dated February 9, 1995, between the Company and Stephen Mann. Incorporated herein by reference from Exhibit 10(iii)(B) to the Registrant’s Form 10-K for the fiscal year ended December 31, 1994.   *
             
10(iv)(A)     Registrant’s Omnibus Stock Plan, as amended, dated May 28, 1997. Incorporated herein by reference from Exhibit 10 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 1997.   *
             
10(v)(A)(1)     Amended and Restated Consolidated Mortgage and Security Agreement dated as of May 31, 2001 among Alexander’s Kings Plaza L.L.C. as mortgagor, Alexander’s of King L.L.C., as mortgagor and Kings Parking L.L.C., as mortgagor, collectively borrower, to Morgan Guaranty Trust Company of New York, as mortgagee. Incorporated herein by reference from Exhibit 10(v) A1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.   *
             
10(v)(A)(2)     Amended, Restated and Consolidated Promissory Note, dated as of May 31, 2001 by and between Alexander’s Kings Plaza L.L.C., Alexander’s of Kings L.L.C. and Kings Parking L.L.C., collectively borrower, and Morgan Guaranty Trust Company of New York, lender. Incorporated herein by reference from Exhibit 10(v) A2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.   *
             
10(v)(A)(3)     Cash Management Agreement dated as of May 31, 2001 by and between Alexander’s Kings Plaza L.L.C., Alexander’s of Kings L.L.C. and Kings Parking L.L.C., collectively borrower, and Morgan Guaranty Trust Company of New York, lender. Incorporated herein by reference from Exhibit 10(v) A3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.   *


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10(v)(A)(4)     Note modification and Severance Agreement dated as of November 26, 2001, between Alexander’s Kings Plaza L.L.C., Alexander’s of Kings L.L.C. and Kings Parking L.L.C., collectively borrower and JP Morgan Chase Bank of New York, lender. Incorporated herein by reference from Exhibit 10(v)(A)(4) to the Registrant’s Form 10-K for the fiscal year ended December 31, 2001.   *
             
10(v)(B)(1)     Agreement of Lease dated as of April 30, 2001 between Seven Thirty One Limited Partnership, landlord, and Bloomberg L.P., tenant. Incorporated herein by reference from Exhibit 10(v) B to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.   *
             
10(v)(B)(2)       First Amendment of Lease, dated as of April 19, 2002, between Seven Thirty One Limited Partnership, landlord and Bloomberg L.P., tenant. Incorporated herein by reference from Exhibit 10(v)(B)(2) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.   *
             
10(v)(C)(1)     Loan Agreement dated as of October 2, 2001 by and between ALX of Paramus LLC, as borrower, and SVENSKA HANDELSBANKEN AB (publ), as lender. Incorporated herein by reference from Exhibit 10(v)(C)(1) to the Registrant’s Form 10-K for the fiscal year ended December 31, 2001.   *
             
10(v)(C)(2)     Mortgage, Security Agreement and Fixture Financing Statement dated as of October 2, 2001 by and between ALX of Paramus LLC, as borrower, and SVENSKA HANDELSBANKEN AB (publ), as lender. Incorporated herein by reference from Exhibit 10(v)(C)(2) to the Registrant’s Form 10-K for the fiscal year ended December 31, 2001.   *
             
10(v)(C)(3)     Environmental undertaking letter dated as of October 2, 2001 by and between ALX of Paramus LLC, as borrower, and SVENSKA HANDELSBANKEN AB (publ), as lender. Incorporated herein by reference from Exhibit 10(v)(C)(3) to the Registrant’s Form 10-K for the fiscal year ended December 31, 2001.   *
             
        Lease dated as of October 2, 2001 by and between ALX of Paramus LLC, as Landlord, and IKEA Property, Inc. as Tenant. Incorporated herein by reference from    
10(v)(C)(4)     Exhibit 10(v)(C)(4) to the Registrant’s Form 10-K for the fiscal year ended December 31, 2001.   *
             
15.1     Letter regarding unaudited interim financial information    


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