Alexander's, Inc. - 10-Q quarterly report FY2022 Q1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended: March 31, 2022


☐			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:			001-06064

ALEXANDERS 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)

210 Route 4 East,

Paramus,

New Jersey

07652

(Address of principal executive offices)

(Zip Code)


(201)			587-8541

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value per share

ALX

New York Stock Exchange

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. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

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


☐	Large Accelerated Filer	☑	Accelerated Filer
☐	Non-Accelerated Filer	☐	Smaller Reporting Company
		☐	Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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). ☐ Yes ☑ No

As of April 29, 2022, there were 5,107,290 shares of common stock, par value $1 per share, outstanding.

ALEXANDER’S, INC.

INDEX


		Page Number
PART I.	Financial Information

Item 1.	Financial Statements:

	Consolidated Balance Sheets (Unaudited) as of March 31, 2022 and December 31, 2021	4

	Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2022 and 2021	5

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2022 and 2021	6

	Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2022 and 2021	7

	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2022 and 2021	8

	Notes to Consolidated Financial Statements (Unaudited)	9

	Report of Independent Registered Public Accounting Firm	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	21

PART II.	Other Information

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

Exhibit Index		23

Signatures		24

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

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


ASSETS	March 31, 2022		December 31, 2021
Real estate, at cost:
Land	$	33,050	$	33,050
Buildings and leasehold improvements	1,014,877		1,014,525
Development and construction in progress	22,586		21,851
Total	1,070,513		1,069,426
Accumulated depreciation and amortization	(376,921)		(370,557)
Real estate, net	693,592		698,869
Cash and cash equivalents	472,484		463,539
Restricted cash	18,988		19,966
Tenant and other receivables	5,775		6,385
Receivable arising from the straight-lining of rents	133,318		135,457
Deferred leasing costs, net, including unamortized leasing fees to Vornado of $24,505 and $23,943, respectively	31,609		31,312
Other assets	53,001		36,437
	$	1,408,767	$	1,391,965


LIABILITIES AND EQUITY
Mortgages payable, net of deferred debt issuance costs	$	1,089,990	$	1,089,613
Amounts due to Vornado	2,078		879
Accounts payable and accrued expenses	39,084		44,681
Other liabilities	21,827		4,203
Total liabilities	1,152,979		1,139,376

Commitments and contingencies

Preferred stock: $1.00 par value per share; authorized, 3,000,000 shares; issued and outstanding, none	—		—
Common stock: $1.00 par value per share; authorized, 10,000,000 shares; issued, 5,173,450 shares; outstanding, 5,107,290 shares	5,173		5,173
Additional capital	33,415		33,415
Retained earnings	198,347		206,875
Accumulated other comprehensive income	19,221		7,494
	256,156		252,957
Treasury stock: 66,160 shares, at cost	(368)		(368)
Total equity	255,788		252,589
	$	1,408,767	$	1,391,965

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

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


	Three Months Ended March 31,
	2022		2021
REVENUES
Rental revenues	$	49,215	$	56,153
EXPENSES
Operating, including fees to Vornado of $1,378 and $1,560, respectively	(21,542)		(23,800)
Depreciation and amortization	(7,351)		(8,542)
General and administrative, including management fees to Vornado of $610 and $595, respectively	(1,469)		(1,543)
Total expenses	(30,362)		(33,885)


Interest and other income, net	94		172
Interest and debt expense	(4,415)		(5,140)
Change in fair value of marketable securities	—		582
Net income	$	14,532	$	17,882


Net income per common share - basic and diluted	$	2.84	$	3.49

Weighted average shares outstanding - basic and diluted	5,124,478		5,122,206

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(Amounts in thousands)


	Three Months Ended March 31,
	2022		2021
Net income	$	14,532	$	17,882
Other comprehensive income:
Change in fair value of interest rate derivatives	11,727		5,198
Comprehensive income	$	26,259	$	23,080

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(Amounts in thousands, except per share amounts)


				Additional Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Equity
	Common Stock
	Shares	Amount

Three Months Ended March 31, 2022
Balance, December 31, 2021	5,173	$	5,173	$	33,415	$	206,875	$	7,494	$	(368)	$	252,589
Net income	—	—		—		14,532		—		—		14,532
Dividends paid ($4.50 per common share)	—	—		—		(23,060)		—		—		(23,060)
Change in fair value of interest rate derivatives	—	—		—		—		11,727		—		11,727
Balance, March 31, 2022	5,173	$	5,173	$	33,415	$	198,347	$	19,221	$	(368)	$	255,788

Three Months Ended March 31, 2021
Balance, December 31, 2020	5,173	$	5,173	$	32,965	$	166,165	$	(707)	$	(368)	$	203,228
Net income	—	—		—		17,882		—		—		17,882
Dividends paid ($4.50 per common share)	—	—		—		(23,050)		—		—		(23,050)
Change in fair value of interest rate derivatives	—	—		—		—		5,198		—		5,198
Balance, March 31, 2021	5,173	$	5,173	$	32,965	$	160,997	$	4,491	$	(368)	$	203,258

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)


	Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021
Net income	$	14,532	$	17,882
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including amortization of debt issuance costs	7,762		8,958
Straight-lining of rental income	2,139		2,637
Change in fair value of marketable securities	—		(582)
Changes in operating assets and liabilities:
Tenant and other receivables	610		1,286
Other assets	11,445		14,278
Amounts due to Vornado	1,195		430
Accounts payable and accrued expenses	(5,522)		9,240
Other liabilities	24		(163)
Net cash provided by operating activities	32,185		53,966


CASH FLOWS FROM INVESTING ACTIVITIES
Construction in progress and real estate additions	(1,158)		(3,842)
Return of short-term investment	—		3,600
Net cash used in investing activities	(1,158)		(242)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid	(23,060)		(23,050)
Debt issuance costs	—		(35)
Net cash used in financing activities	(23,060)		(23,085)


Net increase in cash and cash equivalents and restricted cash	7,967		30,639
Cash and cash equivalents and restricted cash at beginning of period	483,505		449,877
Cash and cash equivalents and restricted cash at end of period	$	491,472	$	480,516


RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	463,539	$	428,710
Restricted cash at beginning of period	19,966		21,167
Cash and cash equivalents and restricted cash at beginning of period	$	483,505	$	449,877


Cash and cash equivalents at end of period	$	472,484	$	459,384
Restricted cash at end of period	18,988		21,132
Cash and cash equivalents and restricted cash at end of period	$	491,472	$	480,516

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest	$	3,728	$	4,565


NON-CASH TRANSACTIONS
Liability for real estate additions, including $3 and $33 for development fees due to Vornado in 2022 and 2021, respectively	$	1,232	$	2,913
Write-off of fully depreciated assets	—		5,628

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.Organization

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,” “Company” and “Alexander’s” 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). We have six properties in the New York City metropolitan area.

2.Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Alexander’s and its consolidated subsidiaries. All adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (the “SEC”) and 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, 2021, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year.

We operate in one reportable segment.

3.Recently Issued Accounting Literature

In March 2020, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2020-04”) establishing Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

4.Revenue Recognition

The following is a summary of revenue sources for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Amounts in thousands)	2022		2021
Lease revenues	$	46,808	$	54,411
Parking revenue	1,228		796
Tenant services	1,179		946
Rental revenues	$	49,215	$	56,153

The components of lease revenues for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
(Amounts in thousands)	2022		2021
Fixed lease revenues	$	32,203	$	33,810
Variable lease revenues	14,605		20,601
Lease revenues	$	46,808	$	54,411

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

4.Revenue Recognition - continued

Bloomberg L.P. (“Bloomberg”) accounted for revenue of $27,518,000 and $28,757,000 for the three months ended March 31, 2022 and 2021, respectively, representing approximately 56% and 51% of our total revenues in each period, respectively. No other tenant accounted for more than 10% of our total revenues. If we were to lose Bloomberg as a tenant, or if Bloomberg were to be unable to fulfill its obligations under its lease, it would adversely affect our results of operations and financial condition. In order to assist us in our continuing assessment of Bloomberg’s creditworthiness, we receive certain confidential financial information and metrics from Bloomberg. In addition, we access and evaluate financial information regarding Bloomberg from other private sources, as well as publicly available data.

5.Related Party Transactions

Vornado

As of March 31, 2022, Vornado owned 32.4% 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) $2,800,000, (ii) 2% of gross revenue from the Rego Park II shopping center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue and (iv) $344,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. Vornado is also entitled to a development fee equal to 6% of development costs, as defined.

Leasing and Other Agreements

Vornado also 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.

We also have agreements with Building Maintenance Services LLC, a wholly owned subsidiary of Vornado, to supervise (i) cleaning, engineering and security services at our 731 Lexington Avenue property and (ii) security services at our Rego Park I and Rego Park II properties and The Alexander apartment tower.

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


	Three Months Ended March 31,
(Amounts in thousands)	2022		2021
Company management fees	$	700	$	700
Development fees	3		33
Leasing fees	1,318		411
Property management, cleaning, engineering and security fees	1,269		1,432
	$	3,290	$	2,576

As of March 31, 2022, the amounts due to Vornado were $1,328,000 for leasing fees; $606,000 for management, property management, cleaning, engineering and security fees; and $144,000 for development fees. As of December 31, 2021, the amounts due to Vornado were $669,000 for management, property management, cleaning, engineering and security fees; $141,000 for development fees; and $69,000 for leasing fees.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

6.Mortgages Payable

The following is a summary of our outstanding mortgages payable as of March 31, 2022 and December 31, 2021. We may refinance our maturing debt as it comes due or choose to pay it down.


		Interest Rate at March 31, 2022	Balance at
(Amounts in thousands)	Maturity		March 31, 2022		December 31, 2021
First mortgages secured by:
731 Lexington Avenue, office condominium(1)	Jun. 11, 2024	1.30%	$	500,000	$	500,000
731 Lexington Avenue, retail condominium(2)	Aug. 05, 2025	1.72%	300,000		300,000
Rego Park II shopping center(3)	Dec. 12, 2025	1.80%	202,544		202,544
The Alexander apartment tower	Nov. 01, 2027	2.63%	94,000		94,000
Total			1,096,544		1,096,544
Deferred debt issuance costs, net of accumulated amortization of $14,928 and $14,551, respectively			(6,554)		(6,931)
			$	1,089,990	$	1,089,613

(1)Interest at LIBOR plus 0.90%. Maturity represents the extended maturity based on our unilateral right to extend.

(2)Interest at LIBOR plus 1.40% which was swapped to a fixed rate of 1.72%.

(3)Interest at LIBOR plus 1.35%.

7.Fair Value Measurements

ASC Topic 820, Fair Value Measurement (“ASC 820”) defines fair value and establishes a framework for measuring fair value. ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.

Financial Assets and Liabilities Measured at Fair Value

Financial assets measured at fair value on our consolidated balance sheet as of March 31, 2022 and December 31, 2021 consist of an interest rate swap which is presented in the tables below based on its level in the fair value hierarchy, and an interest rate cap, the fair value of which was insignificant as of March 31, 2022 and December 31, 2021. There were no financial liabilities measured at fair value as of March 31, 2022 and December 31, 2021.


	As of March 31, 2022
	Total		Level 1		Level 2		Level 3
(Amounts in thousands)
Interest rate swap (included in other assets)	$	19,253	$	—	$	19,253	$	—


	As of December 31, 2021
(Amounts in thousands)	Total		Level 1		Level 2		Level 3
Interest rate swap (included in other assets)	$	7,545	$	—	$	7,545	$	—

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7.Fair Value Measurements - continued

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents and mortgages payable. Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities and are classified as Level 1. The fair value of our mortgages payable is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist, and is classified as Level 2. The table below summarizes the carrying amounts and fair values of these financial instruments as of March 31, 2022 and December 31, 2021.


	As of March 31, 2022				As of December 31, 2021
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Assets:
Cash equivalents	$	436,616	$	436,616	$	427,601	$	427,601
Liabilities:
Mortgages payable (excluding deferred debt issuance costs, net)	$	1,096,544	$	1,060,157	$	1,096,544	$	1,064,122

8.Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which the first $30,000,000 includes communicable disease coverage, and all-risk property and rental value insurance coverage with limits of $1.7 billion per occurrence, including coverage for acts of terrorism, with sub-limits for certain perils such as floods and earthquakes on each of our properties and excluding communicable disease coverage.

Fifty Ninth Street Insurance Company, LLC (“FNSIC”), our wholly owned consolidated subsidiary, acts as a direct insurer for coverage for acts of terrorism, including nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027. Coverage for acts of terrorism (including NBCR acts) is up to $1.7 billion per occurrence and in the aggregate. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to FNSIC. For NBCR acts, FNSIC is responsible for a $293,580 deductible and 20% of the balance of a covered loss, and the Federal government is responsible for the remaining 80% of a covered loss. We are ultimately responsible for any loss incurred by FNSIC.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism or other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

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

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.Commitments and Contingencies - continued

Letters of Credit

Approximately $900,000 of standby letters of credit were issued and outstanding as of March 31, 2022.

Other

In January 2022, New World Mall LLC, the sub-tenant at our Flushing property, exercised its one remaining 10-year extension option through January 2037. As a result, we remeasured our related ground lease liability to include our 10-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $17,000,000 which is included in “other assets” and “other liabilities,” respectively, on our consolidated balance sheet as of March 31, 2022.

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

9.Earnings Per Share

The following table sets forth the computation of basic and diluted income per share. Basic income per share is determined using the weighted average shares of common stock outstanding during the period. Diluted income 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. There were no potentially dilutive securities outstanding during the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Amounts in thousands, except share and per share amounts)	2022		2021
Net income	$	14,532	$	17,882

Weighted average shares outstanding – basic and diluted	5,124,478		5,122,206

Net income per common share – basic and diluted	$	2.84	$	3.49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Alexander’s, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Alexander’s, Inc. and subsidiaries (the “Company”) as of March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it 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) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, 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, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. 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 the standards of the PCAOB, 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.

/s/ DELOITTE & TOUCHE LLP

New York, New York

May 2, 2022

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained in this Quarterly Report 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. 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.

Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in “Item 1A. – Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.

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 the year ended December 31, 2021. 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 include a discussion of our consolidated financial statements for the three months ended March 31, 2022 and 2021. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year.

Critical Accounting Estimates and Significant Accounting Policies

A summary of the critical accounting estimates used in the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K for the year ended December 31, 2021 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a summary of our significant accounting policies is included in “Note 2 – Summary of Significant Accounting Policies” to the consolidated financial statements included therein. For the three months ended March 31, 2022, there were no material changes to these policies.

Overview

We compete with a large number of property owners and developers. Our success depends upon, among other factors, trends of the world, national and local economies, the financial condition and operating results of current and prospective tenants and customers, the availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends, zoning laws, and our ability to lease, sublease or sell our properties, at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

Our business has been adversely affected by the ongoing COVID-19 pandemic. While substantially all the limitations and restrictions imposed on our retail tenants during the onset of the pandemic have been lifted, economic conditions and other factors continue to adversely affect the financial health of our retail tenants.

Quarter Ended March 31, 2022 Financial Results Summary

Net income for the quarter ended March 31, 2022 was $14,532,000, or $2.84 per diluted share, compared to $17,882,000, or $3.49 per diluted share in the prior year’s quarter.

Funds from operations (“FFO”) (non-GAAP) for the quarter ended March 31, 2022 was $21,785,000, or $4.25 per diluted share, compared to $25,781,000 or $5.03 per diluted share in the prior year’s quarter.

Square Footage, Occupancy and Leasing Activity

As of March 31, 2022, our portfolio was comprised of six properties aggregating 2,454,000 square feet, of which 2,218,000 square feet was in service and 236,000 square feet (primarily at our Rego Park I and Rego Park II properties) was out of service for redevelopment. Excluding residential, the in service square feet was 96% occupied as of March 31, 2022. The in service residential square feet was 99% occupied as of March 31, 2022.

Significant Tenant

Results of Operations – Three Months Ended March 31, 2022, compared to March 31, 2021

Rental Revenues

Rental revenues were $49,215,000 in the three months ended March 31, 2022, compared to $56,153,000 in the prior year’s three months, a decrease of $6,938,000. This was primarily due to (i) $2,750,000 of lease termination fee income received in the prior year from a retail tenant at our 731 Lexington Avenue property, (ii) $1,761,000 of lower revenue due to the sale of our Paramus property in October 2021 and (iii) $1,596,000 from retail tenant vacancies at our 731 Lexington Avenue property.

Operating Expenses

Operating expenses were $21,542,000 in the three months ended March 31, 2022, compared to $23,800,000 in the prior year’s three months, a decrease of $2,258,000. This was primarily due to lower operating expenses subject to recovery, including real estate taxes and common area maintenance.

Depreciation and Amortization

Depreciation and amortization was $7,351,000 in the three months ended March 31, 2022, compared to $8,542,000 in the prior year’s three months, a decrease of $1,191,000. This was primarily due to the acceleration of depreciation expense in the prior year related to retail tenant lease expirations at our 731 Lexington Avenue property.

General and Administrative Expenses

General and administrative expenses were $1,469,000 in the three months ended March 31, 2022, compared to $1,543,000 in the prior year’s three months, a decrease of $74,000. This was primarily due to lower professional fees.

Interest and Other Income, net

Interest and other income, net was $94,000 in the three months ended March 31, 2022, compared to $172,000 in the prior year’s three months, a decrease of $78,000. This was primarily due to lower dividend income resulting from the sale of our common shares of The Macerich Company (“Macerich”) in December 2021.

Interest and Debt Expense

Interest and debt expense was $4,415,000 in the three months ended March 31, 2022, compared to $5,140,000 in the prior year’s three months, a decrease of $725,000. This was primarily due to lower interest expense resulting from the sale of our Paramus property and related debt payoff in October 2021.

Change in Fair Value of Marketable Securities

Change in fair value of marketable securities was income of $582,000 in the three months ended March 31, 2021. This was due to the change in Macerich’s common share price through March 31, 2021. We sold our Macerich common shares in December 2021.

Liquidity and Capital Resources

Cash Flows

Rental revenue is our primary source of cash flow and 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, interest expense, recurring capital expenditures and cash dividends to stockholders. Other sources of liquidity to fund cash requirements include our existing cash, proceeds from financings, including mortgage or construction loans secured by our properties and proceeds from asset sales.

As of March 31, 2022, we had $491,472,000 of liquidity comprised of cash and cash equivalents and restricted cash. We anticipate that cash flows from continuing operations over the next twelve months, together with existing cash balances, will be adequate to fund our business operations, cash dividends to stockholders, debt amortization and capital expenditures. We may refinance our maturing debt as it comes due or choose to pay it down. However, there can be no assurance that additional financing or capital will be available to refinance our debt, or that the terms will be acceptable or advantageous to us. The challenges posed by the COVID-19 pandemic and the impact on our business and cash flows continue to evolve and cannot be predicted at this time but that impact could be material.

Three Months Ended March 31, 2022

Cash and cash equivalents and restricted cash were $491,472,000 as of March 31, 2022, compared to $483,505,000 as of December 31, 2021, an increase of $7,967,000. This increase resulted from (i) $32,185,000 of net cash provided by operating activities, partially offset by (ii) $23,060,000 of net cash used in financing activities and (iii) $1,158,000 of net cash used in investing activities.

Net cash provided by operating activities of $32,185,000 was comprised of (i) net income of $14,532,000, (ii) adjustments for non-cash items of $9,901,000 and (iii) the net change in operating assets and liabilities of $7,752,000. The adjustments for non-cash items were comprised of depreciation and amortization (including amortization of debt issuance costs) of $7,762,000 and straight-lining of rental income of $2,139,000.

Net cash used in financing activities was comprised of dividends paid of $23,060,000.

Net cash used in investing activities was comprised of construction in progress and real estate additions of $1,158,000.

Three Months Ended March 31, 2021

Cash and cash equivalents and restricted cash were $480,516,000 as of March 31, 2021, compared to $449,877,000 as of December 31, 2020, an increase of $30,639,000. This increase resulted from (i) $53,966,000 of net cash provided by operating activities, partially offset by (ii) $23,085,000 of net cash used in financing activities and (iii) $242,000 of net cash used in investing activities.

Net cash provided by operating activities of $53,966,000 was comprised of (i) net income of $17,882,000, (ii) adjustments for non-cash items of $11,013,000 and (iii) the net change in operating assets and liabilities of $25,071,000. The adjustments for non-cash items were comprised of (i) depreciation and amortization (including amortization of debt issuance costs) of $8,958,000 and (ii) straight-lining of rental income of $2,637,000, partially offset by (iii) the change in fair value of marketable securities of $582,000.

Net cash used in financing activities of $23,085,000 was primarily comprised of dividends paid of $23,050,000.

Net cash used in investing activities was comprised of construction in progress and real estate additions of $3,842,000, partially offset by the return of short-term investments of $3,600,000.

Liquidity and Capital Resources - continued

Commitments and Contingencies

Insurance

Letters of Credit

Approximately $900,000 of standby letters of credit were issued and outstanding as of March 31, 2022.

Other

Funds from Operations (“FFO”) (non-GAAP)

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 GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. A reconciliation of our net income to FFO is provided below.

FFO (non-GAAP) for the three months ended March 31, 2022 and 2021

FFO (non-GAAP) for the quarter ended March 31, 2022 was $21,785,000, or $4.25 per diluted share, compared to $25,781,000, or $5.03 per diluted share in the prior year’s quarter.

The following table reconciles our net income to FFO (non-GAAP):


	Three Months Ended March 31,

(Amounts in thousands, except share and per share amounts)	2022		2021
Net income	$	14,532	$	17,882
Depreciation and amortization of real property	7,253		8,481
Change in fair value of marketable securities	—		(582)
FFO (non-GAAP)	$	21,785	$	25,781

FFO per diluted share (non-GAAP)	$	4.25	$	5.03

Weighted average shares used in computing FFO per diluted share	5,124,478		5,122,206

Item 3.Quantitative and Qualitative Disclosures About Market Risk

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.


	2022					2021
(Amounts in thousands, except per share amounts)	March 31, Balance		Weighted Average Interest Rate	Effect of 1% Change in Base Rates		December 31, Balance		Weighted Average Interest Rate
Variable Rate	$	702,544	1.44%	$	7,025	$	702,544	1.14%
Fixed Rate	394,000		1.94%	—		394,000		1.94%
	$	1,096,544	1.62%	$	7,025	$	1,096,544	1.42%

Total effect on diluted earnings per share				$	1.37

We have an interest rate cap relating to the mortgage loan on the office condominium of our 731 Lexington Avenue property with a notional amount of $500,000,000 that caps LIBOR at a rate of 3.0%.

We have an interest rate swap relating to the mortgage loan on the retail condominium of our 731 Lexington Avenue property with a notional amount of $300,000,000 that swaps LIBOR plus 1.40% for a fixed rate of 1.72%.

Fair Value of Debt

The fair value of our mortgages payable is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist. As of March 31, 2022 and December 31, 2021, the estimated fair value of our mortgages payable was $1,060,157,000 and $1,064,122,000, respectively. Our fair value estimates, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

Item 4.Controls and Procedures

(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.

PART II.OTHER INFORMATION

Item 1.Legal Proceedings

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

For a discussion of the litigation concerning our Rego Park I property, see “Part I – Financial Information, Item 1 – Financial Statements, Note 8 – Commitments and Contingencies.”

Item 1A.Risk Factors

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, 2021.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits

Exhibits required by Item 601 of Regulation S-K are filed herewith and are listed in the attached Exhibit Index.

EXHIBIT INDEX


Exhibit No.
15.1	-	Letter regarding unaudited interim financial information

31.1	-	Rule 13a-14 (a) Certification of the Chief Executive Officer

31.2	-	Rule 13a-14 (a) Certification of the Chief Financial Officer

32.1	-	Section 1350 Certification of the Chief Executive Officer

32.2	-	Section 1350 Certification of the Chief Financial Officer

101	-	The following financial information from the Alexander’s, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows and (vi) the notes to the consolidated financial statements

104	-	The cover page from the Alexander’s, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted as iXBRL and contained in Exhibit 101

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 2, 2022	By:	/s/ Gary Hansen
		Gary Hansen
		Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

Alexander's, Inc. - 10-Q quarterly report FY2022 Q1

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