Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☑ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒☑
The aggregate market value of the voting and non-voting shares of common stock held by non-affiliates of the registrant, (i.e., by persons other than officers and directors of Alexander’s, Inc.) was $890,370,000$569,493,000 at June 30, 2017.2021.
As of January 31, 2018,2022, there were 5,107,290 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 17, 2018.19, 2022.
| INDEX | INDEX | INDEX | ||||||||||||||||||||||||
| Item | Financial Information: | Page Number | Item | Financial Information: | Page Number | |||||||||||||||||||||
| Part I. | 1. | Business | Part I. | 1. | Business | |||||||||||||||||||||
| 1A. | Risk Factors | 1A. | Risk Factors | |||||||||||||||||||||||
| 1B. | Unresolved Staff Comments | 1B. | Unresolved Staff Comments | |||||||||||||||||||||||
| 2. | Properties | 2. | Properties | |||||||||||||||||||||||
| 3. | Legal Proceedings | 3. | Legal Proceedings | |||||||||||||||||||||||
| 4. | Mine Safety Disclosures | 4. | Mine Safety Disclosures | |||||||||||||||||||||||
| Part II. | 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | Part II. | 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |||||||||||||||||||||
| 6. | Selected Financial Data | 6. | Reserved | |||||||||||||||||||||||
| 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||||||||||||||||||
| 7A. | Quantitative and Qualitative Disclosures about Market Risk | 7A. | Quantitative and Qualitative Disclosures about Market Risk | 37 | ||||||||||||||||||||||
| 8. | Financial Statements and Supplementary Data | 8. | Financial Statements and Supplementary Data | |||||||||||||||||||||||
| 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | |||||||||||||||||||||||
| 9A. | Controls and Procedures | 9A. | Controls and Procedures | |||||||||||||||||||||||
| 9B. | Other Information | 9B. | Other Information | |||||||||||||||||||||||
| Part III. | 10. | Directors, Executive Officers and Corporate Governance(1) | Part III. | 10. | Directors, Executive Officers and Corporate Governance(1) | |||||||||||||||||||||
| 11. | Executive Compensation(1) | 11. | Executive Compensation(1) | |||||||||||||||||||||||
| 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(1) | 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(1) | |||||||||||||||||||||||
| 13. | Certain Relationships and Related Transactions, and Director Independence(1) | 13. | Certain Relationships and Related Transactions, and Director Independence(1) | |||||||||||||||||||||||
| 14. | Principal Accounting Fees and Services(1) | 14. | Principal Accounting Fees and Services(1) | |||||||||||||||||||||||
| Part IV. | 15. | Exhibits, Financial Statement Schedules | Part IV. | 15. | Exhibits, Financial Statement Schedules | |||||||||||||||||||||
| 16. | Form 10-K Summary | 16. | Form 10-K Summary | |||||||||||||||||||||||
| Signatures | Signatures | Signatures | ||||||||||||||||||||||||
__________________________
(1) These items are omitted in part or in whole because the registrant will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2017,2021, portions of which are incorporated by reference herein.
3
FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition 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 Annual Report on Form 10‑K. We also note the following forward-looking statements: in the case of our development projects, the estimated completion date, estimated project costs and costs to complete; and estimates of dividends on shares of our common stock. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A - Risk Factors” in this Annual Report on Form 10‑K.
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 depend on future developments, including the duration of the pandemic, current and future variants, the efficacy and durability of vaccines against the variants and the potential for increased government restrictions, which continue to be uncertain at this time but that 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 this Annual Report on Form 10-K.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K 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 occurring after the date of this Annual Report on Form 10-K.
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PART I
ITEM 1. BUSINESS
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 sevensix properties in the greater New York City metropolitan area consisting of:
Operating properties
•731 Lexington Avenue, a 1,079,000 square foot multi-use building, comprising the entire block bounded by Lexington Avenue, East 59th Street, Third Avenue and East 58th Street in Manhattan. The building contains 939,000 and 140,000 of net rentable square feet of office and retail space, respectively. Bloomberg L.P. (“Bloomberg”) occupies all of the office space. The Home Depot (83,000 square feet) is the principal retail tenant;
•Rego Park I, a 338,000 square foot shopping center, located on Queens Boulevard and 63rd Road in Queens. The center is anchored by a 112,000 square foot IKEA, a 50,000 square foot Burlington, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls;
•Rego Park II, a 609,000615,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens. The center is anchored by a 145,000 square foot Costco a 135,000 square foot Century 21 and a 133,000 square foot Kohl’s. In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us (“Toys”), a one-third owned affiliate of Vornado. On September 18, 2017, Toys filed for Chapter 11 bankruptcy relief;Kohl’s, which has been subleased;
•The Alexander apartment tower, located above our Rego Park II shopping center, contains 312 units aggregating 255,000 square feet and is 94.6% leased as of December 31, 2017;feet;
•Flushing, a 167,000 square foot building, located aton Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of ourthrough January 2037. The property is ground lease term.leased through January 2027 with one 10-year extension option.
Property to be developed
•Rego Park III, a 140,000 square foot land parcel adjacent to the Rego Park II shopping center in Queens, at the intersection of Junction Boulevard and the Horace Harding Service Road.
Real estate sales
•On June 4, 2021, we sold a parcel of land in the Bronx, New York (“Bronx Land Parcel”) for $10,000,000. Net proceeds from the sale were $9,291,000 after closing costs and the financial statement gain was $9,124,000.
•On October 4, 2021, we sold 30.3 acres of land located in Paramus, New Jersey (“Paramus Property”) to IKEA Property, Inc. (“IKEA”), the tenant at the property, for $75,000,000, pursuant to IKEA’s purchase option contained in the lease. Net proceeds from the sale were $4,580,000 after closing costs and the repayment of the $68,000,000 mortgage loan.
Relationship with Vornado
We are managed by, and our properties are leased and developed by, Vornado, pursuant to various agreements which expire in March of each year and are automatically renewable. Vornado is a fully-integrated REIT with significant experience in managing, leasing, developing, and operating retailoffice and officeretail properties.
As of December 31, 2017,2021, Vornado owned 32.4% of our outstanding common stock. Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. As of December 31, 2017,2021, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.2%26.0% of our outstanding common stock, in addition to the 2.3% 2.2%they indirectly own through Vornado. Joseph Macnow, our Treasurer, is the Executive Vice President - Chief Financial Officer and Chief Administrative Officer of Vornado. Matthew Iocco, our Chief Financial Officer, is the Executive Vice President - Chief Accounting Officer of Vornado.
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Significant Tenant
Bloomberg accounted for revenue of $105,224,000, $104,590,000$113,140,000, $109,066,000, and $94,468,000$109,113,000 in the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, representing approximately 46%55%, 46%55% and 45%48% of our totalrental revenues in each year, respectively. No other tenant accounted for more than 10% of our totalrental 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.
Competition
We operate in a highly competitive environment. All of our properties are located in the greater New York City metropolitan area. We compete with a large number of property owners and developers. Principal factors of competition are the amount of rentrents charged, attractiveness of location, the quality of the property and qualitythe breadth and breadththe quality of services provided. Our success depends upon, among other factors, trends of the global, 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.
Since we are externally managed by Vornado, we do not have separate employees that provide management, leasing and development services. We currently have 77 employees. 70 property-level employees who provide cleaning, engineering and security services. Our employees are managed by Vornado in accordance with its employee policies and they have access to Vornado’s benefits, training and other programs.
Executive Office
Our executive office is located at 210 Route 4 East, Paramus, New Jersey, 07652 and our telephone number is (201) 587-8541.
Available Information
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, directors, and 10% beneficial owners filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934, are available free of charge on our website (www.alx-inc.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these items, revised copies will be made available on our website. Copies of these documents are also available directly from us, free of charge. The contents of our website provided above are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
In May 2009, Vornado and Interstate each filed with the SEC an amendment to their respective Schedule 13D indicating that they, as a group, own 47.2% of our common stock. This ownership level, together with the shares owned by Messrs. Roth, Mandelbaum and Wight, makes us a “controlled” company for the purposes of the New York Stock Exchange, Inc.’s Corporate Governance Standards (the “NYSE Rules”). This means that we are not required to, among other things, have a majority of the members of our Board of Directors be independent under the NYSE Rules, have all of the members of our Compensation Committee be independent under the NYSE Rules or to have a Nominating Committee. While we have voluntarily complied with a majority of the independence requirements of the NYSE Rules, we are under no obligation to do so and this situation may change at any time.
6
ITEM 1A. RISK FACTORS
Material factors that may adversely affect our business, operations and financial condition are summarized below. The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, operations and financial condition. See “Forward-Looking Statements” contained herein on page 4.
RISKS RELATED TO OUR INVESTMENTS ARE CONCENTRATED IN THE GREATER NEW YORK CITY METROPOLITAN AREA. CIRCUMSTANCES AFFECTING THIS AREA GENERALLY COULD ADVERSELY AFFECT OUR BUSINESS.PROPERTIES AND INDUSTRY
Our business, financial condition, results of operations and cash flows have been and may continue to be adversely affected by the COVID-19 pandemic and the impact could be material to us.
Our business has been adversely affected by the ongoing COVID-19 pandemic and preventive measures taken to curb the spread of the virus. The pandemic has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures. Existing and potential new variants make the ongoing impact of the COVID-19 pandemic difficult to predict. If the virus continues to spread significantly in its current form or as a more contagious variant, governmental agencies and other authorities may order additional closures or impose further restrictions on businesses, which could negatively impact the financial condition of our tenants. The continuation of the pandemic could also have fundamental adverse effects on our business. Further delays in tenant return-to-work plans as a result of the continued risks of the pandemic and further dependence on work from home and flexible work arrangements may lead our office tenant to reassess its long-term physical space needs. Further, while many of the limitations and restrictions imposed on retailers during the onset of the pandemic have been lifted and/or eased, economic conditions, including a decline in New York City tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants. The impact of such conditions could cause retailers to reduce the number and size of their physical locations and further increase reliance on e-commerce. Over time, these factors could decrease the demand for office and retail space and ultimately decrease occupancy and/or rent levels across our portfolio, which may have a negative impact on our financial condition and/or access to capital. In addition, the value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and the impact could be material. The extent of the COVID-19 pandemic’s effect on our operational and financial performance will 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, all of which are uncertain at this time. Given the dynamic nature of the circumstances, it is difficult to predict the ongoing impact of the COVID-19 pandemic on our business, financial condition, results of operations and cash flows but the impact could be material.
All of our properties are in the greater New York City metropolitan area and are affected by the economic cycles and risks inherent in that area.
All of our revenues come from properties located in the greater New York City metropolitan area. Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term. DeclinesRecent declines in the economy orand declines in the real estate market in this area, have hurt and could continue to hurt, our financial performance and the value of our properties. In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this area include:
•financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries;
•the impact of the COVID-19 pandemic;
•business layoffs or downsizing;
•industry slowdowns;
•relocations of businesses;
•changing demographics;
•increased telecommuting and use of alternative work places;
•changes in the number of domestic and international tourists to our markets (including as a result of changes in the relative strengths of world currencies);
•infrastructure quality;
•changes in the rates or treatment of the deductibility of state and local taxes; and
•any oversupply of, or reduced demand for, real estate.
It is impossible for us to assesspredict the future effectsor the effect of trends in the economic and investment climates of the greater New York City metropolitan region, and more generally of the United States, on the real estate market in this area. Local, national or global economic downturns wouldcould negatively affect our business and profitability.
7
We may be adversely affected by trends in office real estate, including work from home trends.
Trends in the working environment, including work from home, flexible or hybrid work schedules, open workplaces and teleconferencing are becoming more common and have accelerated as a result of the COVID-19 pandemic. These practices enable businesses to reduce their office space requirements. There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces. A continuation of these trends could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations.
We are subject to risks that affect the general and New York City retail environments.
Certain of our properties are New York City retail properties. As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, change in relative strengthsNew York City tourism, which has not fully recovered from the effects of world currencies,the COVID-19 pandemic, employer remote-working policies, the threat of terrorism, increasing competition from discounton-line retailers, other retailers and outlet malls retail websites and catalog companies and the impact of technological change upon the retail environment generally. For a number of our tenants that operate retail businesses involving high contact interactions with their customers, the negative impact of the COVID-19 pandemic on their business has been particularly severe and the recovery more difficult, with customer traffic down significantly. Furthermore, it is unknowable whether consumers’ retail habits will return to norms that existed prior to the COVID-19 pandemic. These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations.locations, which could have an adverse effect on our business and profitability.
Terrorist attacks such as those of September 11, 2001 in New York City, may adversely affect the value of our properties and our ability to generate cash flow.
All of our properties are located in the greater New York City metropolitan area, and our most significant property, 731 Lexington Avenue, is located on Lexington Avenue and 59th59th Street in Manhattan. In response to a terrorist attack or the perceived threat of terrorism, tenants in this area may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in this area. This, in turn, wouldcould trigger a decrease in the demand for space in these markets, which could increase vacancies in our properties and force us to lease our properties on less favorable terms. Furthermore, we may experience increased costs for security, equipment and personnel. As a result, the value of our properties and the level of our revenues could decline materially.
Natural disasters and the effects of climate change could have a concentrated impact on the area which we operate and could adversely impact our results.
Our investments are in the greater New York City metropolitan area and since they are concentrated along the Eastern Seaboard, natural disasters, including hurricanes, could impactcause significant damage to our properties.properties and the surrounding environment or area. Potentially adverse consequences of “global warming”warming,” including rising sea levels, could similarly have an impact on our properties.properties and the economy of the New York City metropolitan area in which we operate. Government efforts to combat climate change may impact the cost of operating our properties and real estate in the New York City metropolitan area. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.
8
Our properties are subject to transitional risks related to climate-related policy change.
De-carbonization of grid-supplied energy could lead to increased energy costs and operating expenses for our buildings. Retrofitting our building systems to consume less energy could lead to increased capital costs. Buildings which consume fossil fuels onsite may be subject to penalties. In addition, the full transition of grid-supplied energy to renewable sources (as has been mandated by the Climate Leadership and Community Protection Act in New York State) could lead to increased energy costs and operating expenses for our buildings.
In addition, we may become subject to costs, taxes or penalties, or increases therein, associated with natural resource or energy usage, such as a “carbon tax” and by local legislation such as New York City’s Local Law 97, which sets limits on carbon emissions in our buildings and imposes penalties if we exceed those limits, and New York City’s Intro 2317, or the “gas ban” bill, which limits any onsite fossil fuel combustion in new construction and major renovations. These costs, taxes or penalties could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.
U.S. federal tax legislation now and in the future could affect REITs generally, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.
The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us. In recent years, many such changes have been made, including under the Tax Cuts and Jobs Act of 2017, which made major changes to the Internal Revenue Code (the “Code”), including a number of provisions of the Code that affect the taxation of REITs and their shareholders, and changes are likely to continue to occur in the future. We cannot predict whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or decided, or technical corrections made, which could result in an increase in our, or our stockholders’, tax liability or require changes in the manner in which we operate in order to minimize increases in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income and/or be subject to additional restrictions. These increased tax costs could, among other things, adversely affect our financial condition, the results of operations and the amount of cash available for the payment of dividends. Stockholders are urged to consult with their own tax advisors with respect to the impact that recent legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.
9
Our performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry.
The value of our real estate and the value of an investment in us fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows.
The factors that affect the value of our real estate include, among other things:
•global, national, regional and local economic conditions;
•the impact of the COVID-19 pandemic;
•competition from other available space;
•local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
•how well we manage our properties;
•the development and/or redevelopment of our properties;
•changes in market rental rates;
•the timing and costs associated with property improvements and rentals;
•whether we are able to pass all or portions of any increases in operating costs through to tenants;
•political and regulatory conditions;
•changes in real estate taxes and other expenses;
•the ability of state and local governments to operate within their budgets;
•whether tenants and users such as customers and shoppers consider a property attractive;
•changes inconsumer preferences adversely affecting retailers and retail store values;
•changes in space utilization by our tenants due to technology, economic conditions and business environment;
•the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
•consequences of any armed conflict involving, or terrorist attack against, the United States or individual acts of violence in public spaces, includingspaces;
•trends in office real estate;
•the impact on our retail centers;tenants and demand for retail space at our properties due to increased competition from online shopping;
•availability of financing on acceptable terms or at all;
•inflation or deflation;
•fluctuations in interest rates;
•our ability to obtain adequate insurance;
•changes in zoning laws and taxation;
•government regulation;
•potential liability under environmental or other laws or regulations;
•natural disasters;
•general competitive factors; and
•climate changes.change.
The rents we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If our rental revenues and/or occupancy levels decline, we generally would expect to have less cash available for operating costs, to pay our indebtedness and for distribution to our stockholders. In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.decline, and maintenance costs can increase substantially in an inflationary environment.
Real estate is a competitive business.business and that competition may adversely impact us.
We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trendsSubstantially all of our properties face competition from similar properties in the global, nationalsame market, which may adversely impact the rents we can charge at those properties and local economies, the financial condition and operatingour results of current and prospective tenants and customers, 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. operations.
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We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a majority of our income is derived from renting real property, our income, funds available to pay indebtedness and funds available for distributiondistributions to stockholders will decrease if certain of our tenants cannot pay their rent or if we are not able to maintain our occupancy levels on favorable terms. If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs. During periodsEven if we are able to enforce our rights, a tenant may not have recoverable assets. Additionally, in limited circumstances, we have agreed and may continue to agree to rent deferrals and abatements for certain of our tenants.
Bankruptcy or insolvency of tenants may decrease our revenues, net income and available cash.
From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future. The bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenant or multiple tenants could result in decreased revenues, net income and funds available to pay our indebtedness or make distributions to stockholders.
We depend upon anchor tenants to attract shoppers at our Rego Park I and II retail properties and decisions made by these tenants, or adverse developments in the businesses of these tenants, could materially affect our financial condition and results of operations.
Our Rego Park I and II retail properties are anchored by well-known department stores and other tenants who generate shopping traffic. The value of these properties would be adversely affected if our anchor tenants failed to meet their contractual obligations, sought concessions in order to continue operations or ceased their operations, including as a result of bankruptcy. If the level of sales of stores operating in our properties were to decline significantly due to economic adversityconditions, increased competition from online shopping, closing of anchors or for retailers or otherwise, thereother reasons, tenants may be an increase in the number of tenants that cannotunable to pay their minimum rents or expense recovery charges. In the event of a default by a tenant or anchor, we may experience delays and costs in enforcing our rights as landlord. Additionally, closure of an anchor or major tenant could result in lease terminations by, or reductions of rent and an increase in vacancy rates.from, other tenants if the other tenants’ leases have co-tenancy clauses.
We may be unable to renew leases or relet space as leases expire.
When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, taking into accountconsidering among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and distributions to stockholders could be adversely affected.
731 Lexington Avenue accounts for a substantial portion of our revenues. Loss of or damage to the building would adversely affect our financial condition and results of operations.
731 Lexington Avenue accounted for revenue of $148,324,000, $147,567,000$140,524,000, $137,718,000 and $137,411,000$153,797,000 in the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, representing approximately 64%68%, 65%69% and 66%68% of our totalrental revenues in each year, respectively. Loss of or damage to the building in excess of our insurance coverage, including as a result of a terrorist attack, would adversely affect our results of operations and financial condition.
Bloomberg represents a significant portion of our revenues. Loss of Bloomberg as a tenant or deterioration in Bloomberg’s credit quality could adversely affect our financial condition and results of operations.
Bloomberg accounted for revenue of $105,224,000, $104,590,000$113,140,000, $109,066,000, and $94,468,000$109,113,000 in the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, representing approximately 46%55%, 46%55% and 45%48% of our totalrental revenues in each year, respectively. No other tenant accounted for more than 10% of our totalrental 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.
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We may acquire, develop, or redevelop properties and this may create risks.
Although our stated business strategy is not to engage in acquisitions, we may acquire, develop or developredevelop properties when we believe that an acquisition, development or developmentredevelopment project is otherwise consistent with our business strategy. We may not succeed in (i) developing, redeveloping or acquiring properties; (ii) completing these activities on time or within budget; and (iii) leasing or selling developed, redeveloped or acquired properties at amounts sufficient to cover our costs. Competition in these activities could also significantly increase our costs. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions, developments or developmentsredevelopments in new markets or types of properties where we do not have the same level of market knowledge may result in weaker than anticipated performance. We may also abandon acquisition, development or developmentredevelopment opportunities that we have begun pursuing and consequently fail to recover expenses already incurred. Furthermore, we may be exposed to the liabilities of properties acquired, some of which we may not be aware of at the time of acquisition.
We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.
We continue to engage in development, redevelopment and repositioning activities with respect to our properties. Specifically, in 2021, we filed permits to construct an apartment tower at our Rego Park III property. We are subject to certain risks in connection with development and redevelopment activities, which could adversely affect us, including our financial condition and results of operations. These risks include, without limitation, (i) the availability and pricing of financing on favorable terms or at all; (ii) the availability and timely receipt of zoning and other regulatory approvals; (iii) the potential for the fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (iv) start up, repositioning and redevelopment costs may be higher than anticipated; (v) cost overruns, especially in an inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (vi) the potential that we may fail to recover expenses already incurred if we abandon development or redevelopment opportunities after we begin to explore them; (vii) the potential that we may expend funds on and devote management time to projects which we do not complete; (viii) the inability to lease a property on schedule or at all, resulting in increased construction or redevelopment costs; and (ix) the possibility that properties will be leased at below expected rental rates. These risks could result in substantial unanticipated delays or expenses and could prevent the initiation or the completion of redevelopment activities, any of which could have an adverse effect on our financial condition, results of operations, cash flow, the market value of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.
It may be difficult to buy and sell real estate quickly,timely, which may limit our flexibility.
Real estate investments are relatively difficult to buy and sell quickly.illiquid. Consequently, we may have limited ability to varydispose of assets in our portfolio promptly in response to changes in economic or other conditions. Moreover,conditions which could have an adverse effect on our sources of working capital and our ability to buy, sell, or finance real estate assetssatisfy our debt obligations.
Significant inflation could adversely affect our business and financial results.
Increased inflation can adversely affect us by increasing costs of land, construction and renovation. In a highly inflationary environment, we may be adversely affected during periodsunable to raise the rental rates at or above the rate of uncertainty or unfavorable conditions in the credit markets as we, or potential buyersinflation, which could reduce our profit margins. In addition, our cost of our assets, may experience difficulty in obtaining financing.
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RISKS RELATED TO OUR ORGANIZATIONALINDEBTEDNESS AND FINANCIAL STRUCTURE GIVES RISEACCESS TO OPERATIONAL AND FINANCIAL RISKS.CAPITAL
Substantially all of our assets are owned by subsidiaries. We depend on dividends and distributions from these subsidiaries. The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.
Substantially all of our properties and assets are held through our subsidiaries. We depend on cash distributions and dividends from our subsidiaries for substantially all of our cash flow. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them when due and payable before that subsidiary may make distributions or dividends to us. Thus, our ability to pay dividends, if any, to our security holders depends on our subsidiaries’ ability to first satisfy their obligations to their creditors and our ability to satisfy our obligations, if any, to our creditors.
In addition, our participation in any distribution of the assets of any of our direct or indirect subsidiaries upon the liquidation, reorganization or insolvency of the subsidiary, is only after the claims of the creditors, including trade creditors, and preferred security holders, if any, of the applicable direct or indirect subsidiaries are satisfied.
Our existing financing documents contain covenants and restrictions that may restrict our operational and financial flexibility.
As of December 31, 2017,2021, we had outstanding mortgage indebtedness of $1,252,440,000,$1,096,544,000, secured by fourthree of our properties. These mortgages contain covenants that limit our ability to incur additional indebtedness on these properties, provide for lender approval of tenants’ leases in certain circumstances, and provide for yield maintenance or defeasance premiums to prepay them. These mortgages may significantly restrict our operational and financial flexibility. In addition, if we were to fail to perform our obligations under existing indebtedness or become insolvent or were liquidated, secured creditors would be entitled to payment in full from the proceeds of the sale of the pledged assets prior to any proceeds being paid to other creditors or to any holders of our securities. In such an event, it is possible that we would have insufficient assets remaining to make payments to other creditors or to any holders of our securities.
We have a substantial amount of indebtedness that could affect our future operations.
As of December 31, 20172021, total debt outstanding was $1,252,440,000.$1,096,544,000. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced if developments in the market or at the property,our properties, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property.our properties. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.
We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.
As of December 31, 2017,2021, total debt outstanding was $1,252,440,000$1,096,544,000 and our ratio of total debt to total enterprise value was 42.2%56%. “Enterprise value” means the market equity value of our common stock, plus debt, less cash and cash equivalents at such date. In addition, we have significant debt service obligations. For the year ended December 31, 2017,2021, our scheduled cash payments for principal and interest were $30,701,000.$86,568,000. In the future, we may incur additional debt, and thus increase the ratio of total debt to total enterprise value. If our level of indebtedness increases, there may be an increased risk of default which could adversely affect our financial condition and results of operations. In addition, in a rising interest rate environment, the cost of refinancing our existing debt and any new debt or market rate security or instrument may increase. Continued uncertainty in the equity and credit markets may negatively impact our ability to obtain financing on reasonable terms or at all, which may negatively affect our ability to refinance our debt.
The interest rate hedge instruments we use to manage some of our exposure to interest rate volatility involve risk and counterparties may fail to qualify or remain qualified as a REIT, and may be required to pay income taxes at corporate rates.
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RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE
Loss of our key personnel could harm our operations and adversely affect the value of our common stock.
We are dependent on the efforts of Steven Roth, our Chief Executive Officer. Although we believe that we could find a replacement, the loss of his services could harm our operations and adversely affect the value of our common stock.
Provisions in Alexander’s certificate of incorporation and by laws, as well as provisions of the Code and Delaware corporate law, may delay or prevent a change in control of the Company or a tender offer, even if such action might be beneficial to stockholders, and limit the stockholders’ opportunity to receive a potential premium for their shares of common stock over then prevailing market prices.
Primarily to facilitate maintenance of its qualification as a REIT, Alexander’s certificate of incorporation generally prohibits ownership, directly, indirectly or beneficially, by any single stockholder of more than 9.9% of the outstanding shares of preferred stock of any class or 4.9% of outstanding common stock of any class. The Board of Directors may waive or modify these ownership limits with respect to one or more persons if it is satisfied that ownership in excess of these limits will not jeopardize Alexander’s status as a REIT for federal income tax purposes. In addition, the Board of Directors has, subject to certain conditions and limitations, exempted Vornado and certain of its affiliates from these ownership limitations. Stock owned in violation of these ownership limits will be subject to the loss of rights and other restrictions. These ownership limits may have the effect of inhibiting or impeding a change in control.
Alexander’s Board of Directors is divided into three classes of directors. Directors of each class are chosen for three-year staggered terms. Staggered terms of directors may have the effect of delaying or preventing changes in control or management, even though changes in management or a change in control might be in the best interest of our stockholders.
In addition, Alexander’s charter documents authorize the Board of Directors to:
•cause Alexander’s to issue additional authorized but unissued common stock or preferred stock;
•classify or reclassify, in one or more series, any unissued preferred stock; and
•set the preferences, rights and other terms of any classified or reclassified stock that Alexander’s issues.
The Board of Directors could establish a series of preferred stock with terms that could delay, deter or prevent a change in control of Alexander’s or other transaction that might involve a premium price or otherwise be in the best interest of our stockholders, although the Board of Directors does not, at present, intend to establish a series of preferred stock of this kind. Alexander’s charter documents contain other provisions that may delay, deter or prevent a change in control of the Company or other transaction that might involve a premium price or otherwise be in the best interest of our stockholders.
In addition, Vornado, Interstate and its three general partners (each of whom are both trustees of Vornado and Directors of Alexander’s) together beneficially own approximately 58.6%58.4% of our outstanding shares of common stock. This degree of ownership is likely to reduce the possibility of a tender offer or an attempt to change control of the Company by a third party.
We may change our policies without obtaining the approval of our stockholders.
Our operating and financial policies, including our policies with respect to acquisitions of real estate or other assets, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by our Board of Directors. Accordingly, our stockholders do not control these policies.
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Steven Roth, Vornado and Interstate may exercise substantial influence over us. They and some of our other directors and officers have interests or positions in other entities that may compete with us.
As of December 31, 2017,2021, Interstate and its partners owned approximately 7.2%6.9% of the common shares of beneficial interest of Vornado and approximately 26.2%26.0% of our outstanding common stock. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the partners of Interstate. Mr. Roth is the Chairman of our Board of Directors and our Chief Executive Officer, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado and the Managing General Partner of Interstate. Mr. Wight and Mr. Mandelbaum are both trustees of Vornado and members of our Board of Directors. In addition, Vornado manages and leases the real estate assets of Interstate.
As of December 31, 2017,2021, Vornado owned 32.4% of our outstanding common stock, in addition to the 26.2%26.0% owned by Interstate and its partners. In addition to the relationships described in the immediately preceding paragraph, Dr. Richard West is a trusteeand Ms. Mandakini Puri are both trustees of Vornado and a membermembers of our Board of Directors and Joseph Macnow, our Treasurer, is the Executive Vice President - Chief Financial Officer and Chief Administrative Officer of Vornado. Matthew Iocco is our Chief Financial Officer and the Executive Vice President - Chief Accounting Officer of Vornado. Directors.
Because of their overlapping interests, Vornado, Mr. Roth, Interstate and the other individuals noted in the preceding paragraphs may have substantial influence over Alexander’s, and on the outcome of any matters submitted to Alexander’s stockholders for approval. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Vornado, Messrs. Roth, Mandelbaum and Wight and Interstate and other security holders. Vornado, Mr. Roth and Interstate may, in the future, engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as, which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, by us, competition for properties and tenants, possible corporate transactions such as acquisitions, and other strategic decisions affecting the future of these entities.
There may be conflicts of interest between Vornado, its affiliates and us.
Vornado manages, develops and leases our properties under agreements that have one-year terms expiring in March of each year, which are automatically renewable. Because we share common senior management with Vornado and because fourfive of the trustees of Vornado are on our Board of Directors, the terms of the foregoing agreements and any future agreements may not be comparable to those we could have negotiated with an unaffiliated third party.
For a description of Interstate’s ownership of Vornado and Alexander’s, see “Steven Roth, Vornado and Interstate may exercise substantial influence over us. They and some of our other directors and officers have interests or positions in other entities that may compete with us.” above.
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The trading price of our common sharesstock has been volatile and may continue to fluctuate.
The trading price of our common sharesstock has been volatile and may continue to fluctuate widely as a result of a number ofseveral factors, many of which are outside of our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of our common shares.stock. Among the factors that could affect the price of our common sharesstock are:
•our financial condition and performance;
•the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
•the impact of the COVID-19 pandemic;
•actual or anticipated quarterly fluctuations in our operating results and financial condition;
•our dividend policy;
•the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
•uncertainty and volatility in the equity and credit markets;
•fluctuations in interest rates;
•changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
•failure to meet analysts’ revenue or earnings estimates;
•speculation in the press or investment community;
•strategic actions by us or our competitors, such as acquisitions or restructurings;
•the extent of institutional investor interest in us;
•the extent of short-selling of our common sharesstock and the shares of our competitors;
•fluctuations in the stock price and operating results of our competitors;
•general financial and economic market conditions and, in particular, developments related to market conditions for office, retail and residential REITs and other real estate related companies;companies and the New York City real estate market generally;
•domestic and international economic factors unrelated to our performance;
•changes in tax laws and rules; and
•all other risk factors addressed elsewhere in this Annual Report on Form 10-K.
A significant decline in our stock price could result in substantial losses for stockholders.
Alexander’s has additional shares of its common stock available for future issuance, which could decrease the market price of the common stock currently outstanding.
The interest of our current stockholders could be diluted if we issue additional equity securities. As of December 31, 2017,2021, we had authorized but unissued 4,826,550 shares of common stock, par value of $1.00 per share and 3,000,000 shares of preferred stock, par value $1.00 per share; of which 8,69217,188 shares of common stock are reserved for issuance upon redemption of the deferred stock units previously granted to our Board of Directors. In addition, 497,095488,599 shares are available for future grant under the terms of our 2016 Omnibus Stock Plan. These awards may be granted in the form of options, restricted stock, stock appreciation rights, deferred stock units, or other equity-based interests, and if granted, would reduce that number of shares available for future grants, provided however that an award that may be settled only in cash, would not reduce the number of shares available under the plan. We cannot predict the impact that future issuances of common or preferred stock or any exercise of outstanding options or grants of additional equity-based interests would have on the market price of our common stock.
RISKS RELATED TO REGULATORY COMPLIANCE
We might fail to qualify or remain qualified as a REIT, and may be required to pay federal income taxes at corporate rates.
Although we believe that we will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, we might fail to remain qualified. Qualification as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations and depends on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify under statutory relief provisions, we could not deduct distributions to stockholders in computing our taxable income and would have to pay federal income tax on our taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If we had to pay federal income tax, the amount of money available to distribute to stockholders and pay our indebtedness would be reduced for the year or years involved, and we would no longer be required to make distributions to stockholders in that taxable year and in future years until we were able to qualify as a REIT and did so. In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions.
We may face possible adverse changes in federal tax laws, which may result in an increase in our tax liability.
At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict if or when any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, Treasury regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. Alexander’s, its taxable REIT subsidiaries, and our security holders could be adversely affected by any such change in, or any new, U.S. federal income tax law, Treasury regulation or administrative interpretation.
We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.
Each of our properties has been subjected to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.
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We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and similar requirements.
Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (“Prohibited Persons”) from conducting business or engaging in transactions in the United States and thereby restricts our doing business with such persons. In addition, our leases, loans and other agreements may require us to comply with OFAC and related requirements, and any failure to do so may result in a breach of such agreements. If a tenant or other party with whom we conduct business is placed on the OFAC list or is otherwise a party with whom we are prohibited from doing business, we may be required to terminate the lease or other agreement or face other penalties. Any such termination could result in a loss of revenue or otherwise negatively affect our financial results and cash flows.
We may face possible adverse state and local tax audits and changes in state and local tax law.
Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but we are subject to certain state and local taxes. In the normal course of business, certain entities through which we own real estate have undergone tax audits. There can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our stockholders.
Compliance or failure to comply with the Americans with Disabilities Act (“ADA”) or other safety regulations and requirements could result in substantial costs.
The ADA generally requires that public buildings, including our properties, meet certain Federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the Federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to stockholders.
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.
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GENERAL RISKS
The occurrence of cyber incidents, or a deficiency in our cyber security, as well as other disruptions of our IT networks and related systems, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we have not experienced cyber incidents that are individually, or in the aggregate, material, we have experienced cyber attacks in the past, which have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; may require payments to the attackers; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.
A cyber attack or systems failure could interfere with our ability to comply with financial reporting requirements, which could adversely affect us. A cyber attack could also compromise the confidential information of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.
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Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
There are many factors that can affect the value of our equity securities and any debt securities we may issue in the future, including the state of the capital markets and economy. Demand for office and retail space typically declines nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our equity securities and any debt securities we may issue in the future.
Some of our potential losses may not be covered by 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 $287,500 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.
The principal amounts of our mortgage loans are non-recourse to us and the loans 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.
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We may be adversely affected by the discontinuation of London Interbank Offered Rate (“LIBOR”).
On March 5, 2021, the Financial Conduct Authority (“FCA”) announced that USD LIBOR will no longer be published after June 30, 2023. The Secured Overnight Financing Rate (“SOFR”) has been identified by market participants as the preferred alternative to USD LIBOR in derivatives and other financial contracts. Our new floating rate loans entered into after December 31, 2021 will no longer reference LIBOR and will reference SOFR or another floating rate.
As of December 31, 2021, we had $1,002,544,000 of outstanding debt indexed to LIBOR. $300,000,000 of this debt is subject to interest rate swaps that convert the floating rates to a fixed interest rate. In the transition from the use of LIBOR to SOFR or other alternatives, the level of interest payments we incur may change. In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable (including transition to an alternative benchmark rate) if LIBOR is not reported and we have been entering into amendments to certain of our financing agreements to provide for alternative benchmark rates if LIBOR is discontinued, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than or lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. Use of alternative interest rates or other LIBOR reforms could result in increased volatility or a tightening of credit markets which could adversely affect our ability to obtain cost-effective financing. In addition, the transition of our existing LIBOR financing agreements to alternative benchmarks may result in unanticipated changes to the overall interest rate paid on our liabilities.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.
21
ITEM 2. PROPERTIES
The following table shows the location, ownership, approximate size (excluding parking garages) and occupancy of each of our properties as of December 31, 2017.2021.
| Square Feet | Weighted | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Under | Average | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development Or | In Service | Escalated | Lease Expiration(s) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Total | Not Available | Occupancy | Annual | Original | Option | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property | Acreage | Property | In Service | For Lease | Rate | Rent PSF (1) | Tenants | Term (2) | Term (3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Properties: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 731 Lexington Avenue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New York, NY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office | 939,000 | 916,000 | 23,000 | 100% | $126.09 | Bloomberg L.P. | 2029 | 2039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | 83,000 | 83,000 | — | The Home Depot | 2025 | 2035 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 57,000 | 57,000 | — | Various | Various | Various | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 140,000 | 140,000 | — | 90% | 239.42 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1.9 | 1,079,000 | 1,056,000 | 23,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park I | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Queens, NY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 112,000 | 112,000 | — | IKEA | 2025 | (4) | 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 50,000 | 50,000 | — | Burlington | 2027 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 46,000 | 46,000 | — | Bed Bath & Beyond | 2026 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 36,000 | 36,000 | — | Marshalls | 2032 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16,000 | 16,000 | — | Old Navy | 2027 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 78,000 | — | 78,000 | (5) | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4.8 | 338,000 | 260,000 | 78,000 | 100% | 48.88 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park II | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Queens, NY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 145,000 | 145,000 | — | Costco | 2034 | 2059 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 133,000 | 133,000 | — | Kohl’s (6) | 2031 | 2051 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 202,000 | 202,000 | — | Various | Various | Various | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 135,000 | — | 135,000 | (7) | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6.6 | 615,000 | 480,000 | 135,000 | 84% | 63.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Alexander apartment tower, 312 units | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Queens, NY | — | 255,000 | 255,000 | — | 95% | 46.06 (8) | Residential | (9) | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Flushing | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Queens, NY (10) | 1 | 167,000 | 167,000 | — | 100% | 31.31 | New World Mall LLC | 2037 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property to be Developed: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park III, adjacent to Rego Park II | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Queens, NY | 3.2 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,454,000 | 2,218,000 | 236,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Represents the weighted average escalated annual rent per square foot, which includes tenant reimbursements and excludes the impact of tenant concessions (such as free rent), as of December 31, 2021. For a discussion of our leasing activity, see Item 7 - Overview - Square Footage, Occupancy and Leasing Activity. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | Represents the year in which the tenant’s lease expires, without consideration of any renewal or extension options. Lease expiration dates are based on non-cancelable lease terms and do not extend beyond any early termination rights that the tenant may have under its lease. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | Represents the year in which the tenant’s lease expires if all renewal or extension options are exercised. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | IKEA has the option to terminate its lease after the fifth year of the lease term in 2025, subject to payment to us of the lesser of $10,000,000 or the amount of rent due under the remaining term. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5) | Formerly occupied by Sears. Currently out of service due to redevelopment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (6) | Subleased through remaining original lease term. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (7) | Formerly occupied by Century 21. Currently out of service due to redevelopment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (8) | Average monthly rent per unit is $3,116. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (9) | Residential tenants have one or two year leases. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (10) | Ground leased through January 2027 with one 10-year extension option. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Average | |||||||||||||||||||||||||||
| Annualized | Lease Expiration (s) | ||||||||||||||||||||||||||
| Land | Building | Occupancy | Rent Per | Original | Option | ||||||||||||||||||||||
| Property | Acreage | Square Feet | Rate | Square Foot | (1) | Tenants | Term | (2) | Term | (3) | |||||||||||||||||
| Operating Properties: | |||||||||||||||||||||||||||
| 731 Lexington Avenue | |||||||||||||||||||||||||||
| New York, New York | |||||||||||||||||||||||||||
| Office | 889,000 | 100% | $ | 115.33 | Bloomberg L.P. | 2029 | 2039 | ||||||||||||||||||||
| Retail | 83,000 | The Home Depot | 2025 | 2035 | |||||||||||||||||||||||
| 34,000 | The Container Store | 2021 | N/A | ||||||||||||||||||||||||
| 27,000 | Hennes & Mauritz | 2019 | N/A | ||||||||||||||||||||||||
| 30,000 | Various | Various | Various | ||||||||||||||||||||||||
| 174,000 | 99% | 181.72 | |||||||||||||||||||||||||
| 1.9 | 1,063,000 | ||||||||||||||||||||||||||
| Rego Park I | |||||||||||||||||||||||||||
| Queens, New York | |||||||||||||||||||||||||||
| 195,000 | Sears (4) | 2021 | N/A | ||||||||||||||||||||||||
| 50,000 | Burlington | 2022 | 2027 | ||||||||||||||||||||||||
| 46,000 | Bed Bath & Beyond | 2021 | N/A | ||||||||||||||||||||||||
| 36,000 | Marshalls | 2021 | N/A | ||||||||||||||||||||||||
| 16,000 | Old Navy | 2021 | N/A | ||||||||||||||||||||||||
| 4.8 | 343,000 | 100% | 40.78 | ||||||||||||||||||||||||
| Rego Park II | |||||||||||||||||||||||||||
| Queens, New York | |||||||||||||||||||||||||||
| 145,000 | Costco | 2034 | 2059 | ||||||||||||||||||||||||
| 135,000 | Century 21 | 2030 | 2050 | ||||||||||||||||||||||||
| 133,000 | Kohl’s | 2030 | 2050 | ||||||||||||||||||||||||
| 47,000 | Toys (5) | 2021 | 2036 | ||||||||||||||||||||||||
| 149,000 | Various | Various | Various | ||||||||||||||||||||||||
| 6.6 | 609,000 | 100% | 44.72 | ||||||||||||||||||||||||
| The Alexander apartment tower, 312 units | |||||||||||||||||||||||||||
| Queens, New York | — | 255,000 | 95% | 44.82 | (6) | Residential | (7) | N/A | |||||||||||||||||||
| Paramus | |||||||||||||||||||||||||||
| Paramus, New Jersey | 30.3 | — | 100% | — | IKEA (ground lessee) | 2041 | N/A | ||||||||||||||||||||
| Flushing | |||||||||||||||||||||||||||
| Queens, New York (ground leased | |||||||||||||||||||||||||||
| through January 2037) | 1 | 167,000 | 100% | 17.36 | New World Mall LLC | 2027 | 2037 | ||||||||||||||||||||
| Property to be Developed: | |||||||||||||||||||||||||||
| Rego Park III, adjacent to Rego Park II | |||||||||||||||||||||||||||
| Queens, New York | 3.2 | — | — | — | — | — | — | ||||||||||||||||||||
| 2,437,000 | |||||||||||||||||||||||||||
| (1) | Represents the contractual weighted average rent per square foot, which excludes the impact of tenant concessions (such as free rent) and tenant reimbursements, as of December 31, 2017. For a discussion of our leasing activity, see Item 7 - Overview - Square Footage, Occupancy and Leasing Activity. | ||||||||||||||||||||||||||
| (2) | Represents the year in which the tenant’s lease expires, without consideration of any renewal or extension options. Lease expiration dates are based on noncancellable lease terms and do not extend beyond any early termination rights that tenants may have under their lease. | ||||||||||||||||||||||||||
| (3) | Represents the year in which the tenant’s lease expires if all renewal or extension options are exercised. | ||||||||||||||||||||||||||
| (4) | On April 4, 2017, Sears closed its store at the property. In its 2016 annual report on Form 10-K, Sears indicated that substantial doubt exists related to its ability to continue as a going concern. | ||||||||||||||||||||||||||
| (5) | On September 18, 2017, Toys filed for Chapter 11 bankruptcy relief. | ||||||||||||||||||||||||||
| (6) | Average monthly rent per unit is $3,078. | ||||||||||||||||||||||||||
| (7) | Residential tenants have one or two year leases. | ||||||||||||||||||||||||||
Operating Properties
731 Lexington Avenue
731 Lexington Avenue, a 1,311,0001,079,000 square foot multi-use building, comprises the entire block bounded by Lexington Avenue, East 59th Street, Third Avenue and East 58th Street in Manhattan, New York, and is situated in the heart of one of Manhattan’s busiest business and shopping districts, with convenient access to several subway and bus lines. The property is located across the street from Bloomingdale’s flagship store and only a few blocks away from Fifth Avenue and 57th Street. The building contains 889,000contains 939,000 and 174,000140,000 of net rentable square feet of office and retail space, respectively, which we own, and 248,000 square feet of residential space consisting of 105 condominium units, which we sold.respectively. Bloomberg occupies all of the office space. The Home Depot (83,000 square feet), The Container Store (34,000 square feet) and Hennes & Mauritz (27,000 square feet) are is the principal retail tenants.tenant.
The office portion of 731 Lexington Avenue is encumbered by a mortgage loan with a balance of $500,000,000 as of December 31, 2017.which matures in June 2022, with two one-year unilateral extension options. The interest-only loan is at LIBOR plus 0.90% (2.38% 0.90% (1.01% as of December 31, 2017) and matures in June 2020, with four one-year extension options.2021). In connection therewith, we purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.0%3.0%.
The retail portion of 731 Lexington Avenue is encumbered by a mortgage loan with a balance of $350,000,000 as of December 31, 2017.$300,000,000 which matures in August 2025. The interest-only loan is at LIBOR plus 1.40% (2.78% as1.40% which was swapped to a fixed rate of December 31, 2017) and matures in August 2020, with two one-year extension options.1.72%.
Rego Park I
Rego Park I, a 343,000338,000 square foot shopping center, located on Queens Boulevard and 63rd Road in Queens, New York,York. The center is anchored by a 195,000112,000 square foot Sears department store,IKEA, a 50,000 square foot Burlington, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls. On April 4, 2017, Sears closed its store at the property. Annual revenue from Sears is approximately $10,600,000, under a lease which expires in March 2021. In its 2016 annual report on Form 10-K, Sears indicated that substantial doubt exists related to its ability to continue as a going concern. The center contains a parking deck (1,241 spaces) (1,241 spaces) that provides for paid parking.
Rego Park II
Rego Park II, a 609,000615,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens, New York,York. The center is anchored by a 145,000 square foot Costco a 135,000 square foot Century 21 and a 133,000 squaresquare foot Kohl’s. In addition, 47,000 square feet is leased to Toys, a one-third owned affiliate of Vornado. On September 18, 2017, Toys filed for Chapter 11 bankruptcy relief. Kohl’s, which has been subleased.The center contains a parking deck (1,326 spaces)(1,326 spaces) that provides for paid parking.
This center is encumbered by a first mortgage loan with a balancein the amount of $256,194,000 as of$202,544,000 which matures in December 31, 2017.2025. The interest-only loan bears interestis at LIBOR plus 1.85% (3.42%1.35% (1.45% as of December 31, 2017) and matures in November 2018. On July 28, 2017, we invested $200,000,000 to participate in the loan and are entitled to interest at LIBOR plus 1.60% (3.17% as of December 31, 2017)2021).
The Alexander Apartment Tower
The Alexander apartment tower, located above our Rego Park II shopping center, contains 312 units aggregating 255,000 square feet and is 94.6% leased as of December 31, 2017.feet.
23
Operating Properties - continued
Flushing
Our Flushing property is located on Roosevelt Avenue and Main Street in the downtown, commercial section of Flushing, Queens, New York. Roosevelt Avenue and Main Street are active shopping districts and there are many national retailers located in the area. A subway entrance is located directly in front of the property with bus service across the street. The property comprises a four-floor building containing 167,000 square feet and a parking garage, which is sub-leased to New World Mall LLC for the remainder of ourthrough January 2037. The property is ground lease term, which expires inleased through January 2027 and haswith one 10-year extension option.
Property to be Developed
Rego Park III
We own a 140,000 square feet offoot land parcel adjacent to the Rego Park II shopping center in Queens, New York, at the intersection of Junction Boulevard and the Horace Harding Service Road. The land is currently being used for paid public parking. In 2016,2021, we filed permits to construct an apartment tower at the Company began the entitlement process.property.
24
ITEM 3. LEGAL PROCEEDINGS
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with our legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
In June 2014, Sears Roebuck and Co. (“Sears”) filed a lawsuit in the Supreme Court of the State of New York against Vornado and us (and certain of our subsidiaries) with regard to spacethe 195,000 square foot store that Sears leasesformerly leased at our Rego Park I property alleging that the defendants are liable for harm that Sears has suffered as a result of (a) water intrusions into the premises, (b) two fires in February 2014 that caused damages to those premises, and (c) alleged violations of the Americans with Disabilities Act in the premises’ parking garage. Sears asserted various causes of actions for damages and sought to compel compliance with landlord’s obligations to repair the premises and to provide security, and to compel us to abate a nuisance that Sears claims was a cause of the water intrusions into its premises. In addition to injunctive relief, Sears sought, among other things, damages of not less than $4 million$4,000,000 and future damages it estimated would not be less than $25 million.$25,000,000. In March 2016, Sears withdrew its claim for future damages leaving a remaining claim for property damages, which we estimate to be approximately $650,000 based on information provided by Sears. We intend to defend the remaining claim vigorously. The amount or range of reasonablereasonably possible losses, if any, is not expected to be greater than $650,000. On April 4, 2017,October 15, 2018, Sears closed its store atfiled for Chapter 11 bankruptcy relief resulting in an automatic stay of this case. Both parties have filed motions for summary judgment and in November 2021, the property.parties stipulated to lift the stay to allow the motions to be decided by the court.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
25
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange under the symbol “ALX.” Set forth below are the high and low sales prices for the shares of our common stock for each full quarterly period within the two most recent years and any dividends paid per share during such periods.
| Year Ended December 31, | ||||||||||||||||||||||||
| 2017 | 2016 | |||||||||||||||||||||||
| Quarter | High | Low | Dividends | High | Low | Dividends | ||||||||||||||||||
| First | $ | 441.54 | $ | 404.48 | $ | 4.25 | $ | 405.89 | $ | 350.03 | $ | 4.00 | ||||||||||||
| Second | 440.50 | 406.51 | 4.25 | 411.53 | 364.01 | 4.00 | ||||||||||||||||||
| Third | 436.00 | 408.63 | 4.25 | 450.04 | 405.14 | 4.00 | ||||||||||||||||||
| Fourth | 436.80 | 388.60 | 4.25 | 451.99 | 369.33 | 4.00 | ||||||||||||||||||
Recent Sales of Unregistered Securities
Information relating to compensation plans under which our equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein.
Recent Purchases of Equity Securities
26
PerformanceGraph
The following graph is a comparison of the five-year cumulative return of our common stock, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 20122016 in our common stock, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of our stock will continue in line with the same or similar trends depicted in the graph below.
| 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||||||||||||
| Alexander’s | $ | 100 | $ | 97 | $ | 78 | $ | 89 | $ | 80 | $ | 80 | ||||||||||||||||||||||||||
| S&P 500 Index | 100 | 122 | 116 | 153 | 181 | 233 | ||||||||||||||||||||||||||||||||
| The NAREIT All Equity Index | 100 | 109 | 104 | 134 | 127 | 180 | ||||||||||||||||||||||||||||||||
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | |||||||||||||||||||
| Alexander’s | $ | 100 | $ | 103 | $ | 142 | $ | 129 | $ | 149 | $ | 144 | ||||||||||||
| S&P 500 Index | 100 | 132 | 151 | 153 | 171 | 208 | ||||||||||||||||||
| The NAREIT All Equity Index | 100 | 103 | 132 | 135 | 147 | 160 | ||||||||||||||||||
ITEM 6. SELECTED FINANCIAL DATARESERVED
27
| Year Ended December 31, | ||||||||||||||||||||
| (Amounts in thousands, except per share amounts) | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
| Total revenues | $ | 230,574 | $ | 226,936 | $ | 207,915 | $ | 200,814 | $ | 196,459 | ||||||||||
| Income from continuing operations | $ | 80,509 | $ | 86,477 | $ | 76,907 | $ | 67,396 | $ | 54,663 | ||||||||||
| Income from discontinued operations | — | — | — | 529 | 2,252 | |||||||||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | $ | 67,925 | $ | 56,915 | ||||||||||
| Income per common share: | ||||||||||||||||||||
| Income from continuing operations - basic | $ | 15.74 | $ | 16.91 | $ | 15.04 | $ | 13.19 | $ | 10.70 | ||||||||||
| Income from continuing operations - diluted | 15.74 | 16.91 | 15.04 | 13.19 | 10.70 | |||||||||||||||
| Net income per common share - basic | 15.74 | 16.91 | 15.04 | 13.29 | 11.14 | |||||||||||||||
| Net income per common share - diluted | 15.74 | 16.91 | 15.04 | 13.29 | 11.14 | |||||||||||||||
| Dividends per common share | $ | 17.00 | $ | 16.00 | $ | 14.00 | $ | 13.00 | $ | 11.00 | ||||||||||
| Balance sheet data: | ||||||||||||||||||||
| Total assets | $ | 1,632,395 | $ | 1,451,230 | $ | 1,447,808 | $ | 1,418,392 | $ | 1,454,478 | ||||||||||
| Real estate, at cost | 1,037,368 | 1,033,551 | 1,029,472 | 993,927 | 919,576 | |||||||||||||||
| Accumulated depreciation and amortization | 283,044 | 252,737 | 225,533 | 210,025 | 185,375 | |||||||||||||||
| Mortgages payable, net of deferred debt issuance costs | 1,240,222 | 1,052,359 | 1,053,262 | 1,027,956 | 1,046,713 | |||||||||||||||
| Total equity | 343,955 | 352,845 | 352,880 | 348,399 | 333,581 | |||||||||||||||
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The following discussion should be read in conjunction with the financial statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) within this section is focused on the years ended December 31, 2021 and 2020, including year-to-year comparisons between these years. Our MD&A for the year ended December 31, 2019, including year-to-year comparisons between 2020 and 2019, can be found in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Overview
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 sevensix properties in the greater New York City metropolitan area.
We compete with a large number of property owners and developers. Our success depends upon, among other factors, trends of the global, 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. Although substantially all our retail tenants are currently open and operating and previous government restrictions have been lifted, there continue to be economic conditions and other factors that adversely affect the financial health of our retail tenants.
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Overview - continued
Year Ended December 31, 20172021 Financial Results Summary
Net income for the year ended December 31, 20172021 was $80,509,000,$132,930,000 or $15.74$25.94 per diluted share, compared to $86,477,000,$41,939,000 or $16.91$8.19 per diluted share for the year ended December 31, 2016. 2020. Net income for the year ended December 31, 2021 included $72,298,000, or $14.11 per diluted share, of income as a result of net gains on the sale of real estate, including $2,348,000, or $0.46 per diluted share, from discontinued operations.
Funds from operations (“FFO”) (non-GAAP) for the year ended December 31, 20172021 was $114,908,000,$89,757,000, or $22.46$17.52 per diluted share, compared to $119,780,000,$82,509,000, or $23.42$16.11 per diluted share for the year ended December 31, 2016. Net income for the year ended December 31, 2017 included additional depreciation and amortization of tenant improvements and deferred leasing costs of $2,444,000, or $0.48 per diluted share, resulting from a tenant lease termination at our 731 Lexington Avenue property. Net income and FFO (non-GAAP) for the year ended December 31, 2016 included rental income of $2,257,000, or $0.44 per diluted share, resulting from a tenant lease termination at our Rego Park II property. Net income for the year ended December 31, 2016 also included additional depreciation and amortization of tenant improvements and deferred leasing costs of $1,077,000, or $0.21 per diluted share, related to the tenant lease termination at our Rego Park II property.2020.
Square Footage, Occupancy and Leasing Activity
As of December 31, 20172021, our portfolio was comprised of sevensix properties aggregating 2,437,000 square feet. As2,454,000 square feet, of December 31, 2017, our properties had an occupancy rate of 99.3%.
Real Estate Sales
On September 19, 2017,June 4, 2021, we sold a parcel of land in the bankruptcy court approvedBronx, New York (“Bronx Land Parcel”) for $10,000,000. Net proceeds from the terms of an order stipulation between Le Cirque, a restaurant operator which leases 13,000 square feet at our 731 Lexington Avenue property (approximately $1,200,000 of annual revenue),sale were $9,291,000 after closing costs, the financial statement gain was $9,124,000 and the Companytax gain was $9,123,000.
On October 4, 2021, we sold our Paramus Property to IKEA, the tenant at the property, for $75,000,000, pursuant to IKEA’s purchase option contained in the lease. Net proceeds from the sale were $4,580,000 after closing costs and the repayment of the $68,000,000 mortgage loan. The financial statement gain was $60,826,000, which terminated the lease on January 5, 2018 (original lease expiration was May 2021). As a result, we began accelerating depreciation and amortization of approximately $2,780,000 of tenant improvements and deferred leasing costs over the new lease term, of which approximately $2,650,000 was recognized in the year endedfourth quarter of 2021, and the tax gain was $63,898,000. Prior to the sale, the Paramus Property had annual rental revenues of $7,200,000, annual operating expenses of $3,200,000 and annual interest and debt expense of $3,300,000.
Marketable Securities
In December 31, 2017 and approximately $130,000 will be recognized in2021, we sold our 564,612 common shares of the quarter ending March 31, 2018.Macerich Company (“Macerich”), realizing cash proceeds of $9,506,000.
Financing Activity
On July 28, 2017,April 7, 2021, we entered into aused our $50,000,000 participation and servicing agreement with the lender onin our Rego Park II shopping center loan which matures on November 30, 2018. We invested $200,000,000 to participate inreduce the loan and are entitledbalance from $252,544,000 to interest at LIBOR plus 1.60% (3.17% as of December 31, 2017).$202,544,000.
On June 1, 2017, we completed a $500,000,000 refinancingOctober 4, 2021, our $68,000,0000 Paramus Property mortgage loan was repaid in connection with the sale of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% (2.38% as of December 31, 2017) and matures in June 2020, with four one-year extension options. In connection therewith, we purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.0%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.property.
Significant Tenant
Bloomberg accounted for revenue of $105,224,000, $104,590,000$113,140,000, $109,066,000, and $94,468,000$109,113,000 in the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, representing approximately 46%55%, 46%55% and 45%48% of our totalrental revenues in each year, respectively. No other tenant accounted for more than 10% of our totalrental 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.
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Critical Accounting Policies and Estimates
In preparing the consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to makewe 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. ActualAccounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results could differ from those estimates. Set forth belowof operations. Below is a summary of ourthe critical accounting policies that we believe are critical toestimates used in the preparation of our consolidated financial statements. This summary should be read in conjunction with a more completeA discussion of our accounting policies is included in Note 2 – - Summary of SignificantAccounting Policies to theour consolidated financial statements in this Annual Report on Form 10-K.
Impairment Analyses for Real Estate
Our properties, and related intangible assets, including properties to be developed in the future, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flowsImpairment analyses are based on our current plans, intended holding periods, ability to hold, and available market information at the time the analyses are prepared. For our development properties,Assessing impairment can be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, discount and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions. These estimates can have a significant impact on the undiscounted cash flows also includeor estimated fair value of an asset and could thereby affect the value of our real estate on our consolidated balance sheets as well as any potential impairment losses recognized on our consolidated statements of income.
Collectability Assessments for Revenue Recognition
We evaluate on an individual lease basis whether it is probable that we will collect substantially all future expenditures necessaryamounts due from our tenants and recognize changes in the collectability assessment of our operating leases as adjustments to developrental revenue. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status, publicly available information about the asset, including interest payments that will be capitalized as partfinancial condition of the costtenant, the impact of COVID-19 on tenants’ businesses, and other factors. Our assessment of the asset. An impairment loss is recognized only if the carrying amountcollectability of the asset is not recoverable and is measured basedtenant receivables can have a significant impact on the excessrental revenue recognized in our consolidated statements of the property’s carrying amount over its estimated fair value. If our estimatesincome.
Recent Accounting Pronouncements
See Note 2 – Summary of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be materialSignificant Accounting Policies to our consolidated financial statements. Estimates of future cash flows are subjective and are based,statements in part,this Annual Report on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.Form 10-K for a discussion concerning recent accounting pronouncements.
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Results of Operations – Year EndedDecember 31, 20172021 compared to December 31, 20162020
Operating Expenses
common area maintenance.
Depreciation and Amortization
Depreciation and amortization was $34,925,000$32,938,000 in the year ended December 31, 2017,2021, compared to $33,807,000$32,357,000 in the prior year, an increase of $1,118,000. This increase was primarily due to additional depreciation and amortization of tenant improvements and deferred leasing costs of $2,444,000 related to a tenant lease termination at our 731 Lexington Avenue property in September 2017, partially offset by additional depreciation and amortization of tenant improvements and deferred leasing costs of $1,077,000 in 2016 related to a tenant lease termination at our Rego Park II property.
$581,000.
General and Administrative Expenses
General and administrative expenses were $5,252,000$5,924,000 in the year ended December 31, 2017,2021, compared to $5,436,000$6,307,000 in the prior year, a decrease of $184,000.$383,000. This decrease was primarily due to $232,000 of lower director’sprofessional fees and $150,000 of lower stock-based compensation expense asfrom an initial award granted to a resultnewly appointed member of having one less member on our Board of Directors in 2017.
the prior year.
Interest and Other Income, net
Interest and other income, net was $6,716,000$639,000 in the year ended December 31, 2017,2021, compared to $3,305,000$2,667,000 in the prior year, an increasea decrease of $3,411,000.$2,028,000. This increase was primarily due to higher$1,544,000 of lower interest income of (i) $2,453,000 from the Rego Park II loan participation, (ii) $1,418,000 from an increasedue to a decrease in the average interest rates and (iii) $216,000$499,000 of lower dividend income from an increase in the average investment balances, partially offset by (iv) lower income of $429,000 in connection with bankruptcy recoveries and (v) income of $367,000 in the prior year from a cost reimbursement settlement with a retail tenant at our 731 Lexington Avenue property.
Macerich.
Interest and Debt Expense
Interest and debt expense was $31,474,000$19,686,000 in the year ended December 31, 2017,2021, compared to $22,241,000 in the prior year, an increase of $9,233,000. This increase was primarily due to higher interest expense of (i) $5,289,000 due to an increase in average LIBOR, (ii) $2,658,000 resulting from the refinancing of the office portion of 731 Lexington Avenue on June 1, 2017 for $500,000,000 at LIBOR plus 0.90% (previously a $300,000,000 loan at LIBOR plus 0.95%) and (iii) $1,188,000 of higher amortization of debt issuance costs.
Change in Fair Value of MacerichMarketable Securities
Change in 2015 and lowerfair value of marketable securities was income of $1,275,000 in connection with bankruptcy recoveries.
Net Gains on Sale of $5,631,000 resulting fromReal Estate
Net gains on the refinancingsale of the retail portion of 731 Lexington Avenue on August 5, 2015 at LIBOR plus 1.40%, or 2.05% as of December 31, 2016 (the prior loan had a fixed rate of 4.93%); partially offset by lower capitalized interest of $1,486,000 as a result of completing the development of The Alexander apartment tower, which was placed in service in phases beginning July 2015 and $2,066,000 due to an increase in average LIBOR.
Income from Discontinued Operations
Income from discontinued operations was $2,348,000 in the prior year.year ended December 31, 2021. This was due to the recognition of a previously deferred gain on the 2012 sale of Kings Plaza Regional Shopping Center to Macerich. The deferred gain was recognized due to the sale of our Macerich common shares. See Note 7 - Discontinued Operations, to our consolidated financial statements in this Annual Report on Form 10-K.
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Related Party Transactions
Vornado
As of December 31, 2021, Vornado owned 32.4% of our outstanding common stock. We are managed by, and our properties are leased and developed by, Vornado, pursuant to various agreements, which expire in March of each year and are automatically renewable. These agreements are described in Note 5 – Related Party Transactions, to our consolidated financial statements in this Annual Report on Form 10-K.
Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. As of December 31, 2017,2021, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.2%26.0% of our outstanding common stock, in addition to the 2.3% they2.2% they indirectly own through Vornado. Joseph Macnow, our Treasurer, is the Executive Vice President - Chief Financial Officer and Chief Administrative Officer of Vornado. Matthew Iocco, our Chief Financial Officer, is the Executive Vice President - Chief Accounting Officer of Vornado.
Liquidity and Capital Resources
As of December 31, 2021, we had $483,505,000 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.
Cash Flows for the Year Ended December 31, 2021
Cash and cash equivalents and restricted cash were $483,505,000 at December 31, 2021, compared to $449,877,000 at December 31, 2020, an increase of $33,628,000. This resulted from (i) $118,465,000 of net cash provided by operating activities and (ii) $75,457,000 of net cash provided to investing activities, partially offset by (iii) $160,294,000 of net cash used in financing activities.
Net cash provided by operating activities of $118,465,000 was comprised of (i) net income of $132,930,000 and (ii) the net change in operating assets and liabilities of $16,456,000, partially offset by (iii) adjustments for non-cash items of $30,921,000. The adjustments for non-cash items were comprised of (i) net gains on sale of real estate of $72,298,000 (including $2,348,000 from discontinued operations) and (ii) the change in fair value of marketable securities of $3,482,000, partially offset by (iii) depreciation and amortization (including amortization of debt issuance costs) of $34,592,000, (iv) straight-lining of rental income of $9,817,000 and (v) stock-based compensation of $450,000.
Net cash provided by investing activities of $75,457,000 was comprised of (i) proceeds from the sale of real estate of $81,871,000, (ii) proceeds from the sale of marketable securities of $9,506,000 and (iii) the return of short-term investments of $3,600,000, partially offset by (iv) construction in progress and real estate additions of $19,520,000.
Net cash used in financing activities of $160,294,000 was primarily comprised of dividends paid of $92,220,000 and debt repayments of $68,000,000 in connection with the sale of our Paramus Property.
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Liquidity and Capital Resources - continued
Cash Flows for the Year Ended December 31, 2020
Cash and cash equivalents and restricted cash were $449,877,000 at December 31, 2020, compared to $313,977,000 at December 31, 2019, an increase of $135,900,000. This resulted from (i) $78,066,000 of net cash provided by operating activities and (ii) $90,294,000 of net cash provided by financing activities, partially offset by (iii) $32,460,000 of net cash used in investing activities.
Net cash provided by operating activities of $78,066,000 was comprised of (i) net income of $41,939,000 and (ii) adjustments for non-cash items of $69,330,000, partially offset by (iii) the net change in operating assets and liabilities of $33,203,000. The adjustments for non-cash items were comprised of (i) depreciation and amortization (including amortization of debt issuance costs) of $35,121,000, (ii) straight-lining of rental income of $21,102,000, (iii) the change in fair value of marketable securities of $8,599,000, (iv) write-off of tenant receivables of $4,122,000 and (v) stock-based compensation expense of $600,000, partially offset by (vi) $214,000 of dividends received in stock from Macerich.
Net cash provided by financing activities was primarily comprised of (i) proceeds from the reduction of our participation in our Rego Park II mortgage loan of $145,708,000 and (ii) proceeds from the financing of The Alexander apartment tower of $94,000,000, partially offset by (iii) dividends paid of $92,168,000 and (iv) debt repayments of $50,000,000.
Net cash used in investing activities was comprised of construction in progress and real estate additions of $32,460,000.
Dividends
On January 17, 2018, we increased19, 2022, our Board of Directors declared a regular quarterly dividend to $4.50 per share (a new(an indicated annual rate of $18.00 per share). The new dividend, whenif declared by the Board of Directors at the same rate for all of 2018, will2022, would require us to pay out approximately $92,100,000.$92,200,000 in 2022.
On July 28, 2017,April 7, 2021, we entered into aused our $50,000,000 participation and servicing agreement with the lender onin our Rego Park II shopping center loan which matures on November 30, 2018. We invested $200,000,000 to participate inreduce the loan and are entitledbalance from $252,544,000 to interest at LIBOR plus 1.60% (3.17% as of December 31, 2017).
$202,544,000.
On June 1, 2017, we completed a $500,000,000 refinancingOctober 4, 2021, our $68,000,000 Paramus Property mortgage loan was repaid in connection with the sale of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% and matures in June 2020, with four one-year extension options. In connection therewith, we purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.0%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.property.
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Liquidity and Capital Resources - continued
Below is a summary of our outstanding debt and maturities as of December 31, 2017.2021. We may refinance our maturing debt as it comes due or choose to repay it.
| Balance | Interest Rate | Maturity | ||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||
731 Lexington Avenue, office condominium(1) | $ | 500,000 | 1.01 | % | Jun. 11, 2024 | |||||||||||||||
731 Lexington Avenue, retail condominium(2) | 300,000 | 1.72 | % | Aug. 05, 2025 | ||||||||||||||||
Rego Park II shopping center(3) | 202,544 | 1.45 | % | Dec. 12, 2025 | ||||||||||||||||
| The Alexander apartment tower | 94,000 | 2.63 | % | Nov. 1, 2027 | ||||||||||||||||
| Total | 1,096,544 | |||||||||||||||||||
| Deferred debt issuance costs, net of accumulated amortization of $14,551 | (6,931) | |||||||||||||||||||
| Total, net | $ | 1,089,613 | ||||||||||||||||||
| (1) Interest at LIBOR plus 0.90%. Maturity date 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%. | ||||||||||||||||||||
| Balance | Interest Rate | Maturity (1) | |||||||
| (Amounts in thousands) | |||||||||
| Rego Park I shopping center (100% cash collateralized) | $ | 78,246 | 0.35 | % | Mar. 2018 | ||||
| Paramus | 68,000 | 2.90 | % | Oct. 2018 | |||||
Rego Park II shopping center(2) | 256,194 | 3.42 | % | Nov. 2018 | |||||
731 Lexington Avenue, retail space(3) | 350,000 | 2.78 | % | Aug. 2022 | |||||
731 Lexington Avenue, office space(4) | 500,000 | 2.38 | % | Jun. 2024 | |||||
| Total | 1,252,440 | ||||||||
| Deferred debt issuance costs, net of accumulated amortization of $6,315 | (12,218 | ) | |||||||
| Total, net | $ | 1,240,222 | |||||||
| (1) Represents the extended maturity where we have the unilateral right to extend. | |||||||||
(2) This loan bears interest at LIBOR plus 1.85%. See page 29 for details of our Rego Park II loan participation. | |||||||||
| (3) This loan bears interest at LIBOR plus 1.40%. | |||||||||
| (4) This loan bears interest at LIBOR plus 0.90%. | |||||||||
Below is a summary of our contractual obligationsprincipal and commitmentsinterest repayments scheduled as of December 31, 2017.2021.
| Less than | One to | Three to | More than | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Total | One Year | Three Years | Five Years | Five Years | |||||||||||||||||||||||||||||||||
| Long-term debt obligations | $ | 1,154,325 | $ | 15,845 | $ | 528,734 | $ | 513,651 | $ | 96,095 | ||||||||||||||||||||||||||||
Total principal and interest repayments (1) | $ | 1,154,325 | $ | 15,845 | $ | 528,734 | $ | 513,651 | $ | 96,095 | ||||||||||||||||||||||||||||
| (1) Principal repayments based on extended loan maturity dates. Interest on variable rate debt is computed using rates in effect as of December 31, 2021. | ||||||||||||||||||||||||||||||||||||||
| Less than | One to | Three to | More than | |||||||||||||||||||
| (Amounts in thousands) | Total | One Year | Three Years | Five Years | Five Years | |||||||||||||||||
Contractual obligations (principal and interest)(1): | ||||||||||||||||||||||
| Long-term debt obligations | $ | 1,385,231 | $ | 433,997 | $ | 43,921 | $ | 389,861 | $ | 517,452 | ||||||||||||
| Operating lease obligations | 7,267 | 800 | 1,600 | 1,600 | 3,267 | |||||||||||||||||
| $ | 1,392,498 | $ | 434,797 | $ | 45,521 | $ | 391,461 | $ | 520,719 | |||||||||||||
| Commitments: | ||||||||||||||||||||||
| Standby letters of credit | $ | 1,474 | $ | 1,474 | $ | — | $ | — | $ | — | ||||||||||||
| (1) | Interest on variable rate debt is computed using rates in effect as of December 31, 2017. | |||||||||||||||||||||
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.
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 Program Reauthorization Act of 2002, as amended to date and which expires inhas been extended through December 2020.2027. 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 $293,000$287,500 deductible ($306,000 effective January 1, 2018) and 17%20% of the balance (18% effective January 1, 2018) of a covered loss, and the Federal government is responsible for the remaining 83% (82% effective January 1, 2018)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.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.
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Liquidity and Capital Resources - continued
Rego Park I Litigation
In June 2014, Sears Roebuck and Co. (“Sears”) filed a lawsuit in the Supreme Court of the State of New York against Vornado and us (and certain of our subsidiaries) with regard to spacethe 195,000 square foot store that Sears leasesformerly leased at our Rego Park I property alleging that the defendants are liable for harm that Sears has suffered as a result of (a) water intrusions into the premises, (b) two fires in February 2014 that caused damages to those premises, and (c) alleged violations of the Americans with Disabilities Act in the premises’ parking garage. Sears asserted various causes of actions for damages and sought to compel compliance with landlord’s obligations to repair the premises and to provide security, and to compel us to abate a nuisance that Sears claims was a cause of the water intrusions into its premises. In addition to injunctive relief, Sears sought, among other things, damages of not less than $4 million$4,000,000 and future damages it estimated would not be less than $25 million.$25,000,000. In March 2016, Sears withdrew its claim for future damages leaving a remaining claim for property damages, which we estimate to be approximately $650,000 based on information provided by Sears. We intend to defend the remaining claim vigorously. The amount or range of reasonablereasonably possible losses, if any, is not expected to be greater than $650,000. On October 15, 2018, Sears filed for Chapter 11 bankruptcy relief resulting in an automatic stay of this case. Both parties have filed motions for summary judgment and in November 2021, the parties stipulated to lift the stay to allow the motions to be decided by the court.
Letters of Credit
Approximately $1,474,000$960,000 of standby letters of credit were issued and outstanding as of December 31, 2017.2021.
Other
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.
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Funds from Operations (“FFO”) (non-GAAP)
FFO is computed in accordance with the definition adopted by the Board of Governors of NAREIT.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 depreciatedcertain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified non-cash 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 years ended December 31, 2021 and 2020
FFO (non-GAAP) for the year ended December 31, 2021 was $89,757,000, or $17.52 per diluted share, compared to $82,509,000, or $16.11 per diluted share for the year ended December 31, 2020.
The following table reconciles our net income to FFO (non-GAAP):
| For the Year Ended | ||||||||||||||||||||||||||
| (Amounts in thousands, except share and per share amounts) | December 31, | |||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Net income | $ | 132,930 | $ | 41,939 | ||||||||||||||||||||||
| Depreciation and amortization of real property | 32,607 | 31,971 | ||||||||||||||||||||||||
| Net gains on the sale of real estate (including $2,348 from discontinued operations) | (72,298) | — | ||||||||||||||||||||||||
| Change in fair value of marketable securities | (3,482) | 8,599 | ||||||||||||||||||||||||
| FFO (non-GAAP) | $ | 89,757 | $ | 82,509 | ||||||||||||||||||||||
| FFO per diluted share (non-GAAP) | $ | 17.52 | $ | 16.11 | ||||||||||||||||||||||
| Weighted average shares used in computing FFO per diluted share | 5,123,613 | 5,120,922 | ||||||||||||||||||||||||
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| For the Year Ended | For the Three Months Ended | |||||||||||||||
| (Amounts in thousands, except share and per share amounts) | December 31, | December 31, | ||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 17,883 | $ | 21,655 | ||||||||
| Depreciation and amortization of real property | 34,399 | 33,303 | 10,179 | 7,927 | ||||||||||||
| FFO (non-GAAP) | $ | 114,908 | $ | 119,780 | $ | 28,062 | $ | 29,582 | ||||||||
| FFO per diluted share (non-GAAP) | $ | 22.46 | $ | 23.42 | $ | 5.49 | $ | 5.78 | ||||||||
| Weighted average shares used in computing FFO per diluted share | 5,115,501 | 5,114,084 | 5,115,982 | 5,114,701 | ||||||||||||
ITEM 7A. 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.
| 2017 | 2016 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||
| December 31, Balance | Weighted Average Interest Rate | Effect of 1% Change in Base Rates | December 31, Balance | Weighted Average Interest Rate | December 31, Balance | Weighted Average Interest Rate | Effect of 1% Change in Base Rates | December 31, Balance | Weighted Average Interest Rate | |||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except per share amounts) | (Amounts in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||
| Variable rate | $ | 1,106,194 | 2.75% | $ | 11,062 | $ | 909,901 | 2.08% | Variable rate | $ | 702,544 | 1.14% | $ | 7,025 | $ | 702,544 | 1.19% | |||||||||||||||||||||||||||||||
| Fixed rate | 146,246 | 1.54% | — | 146,246 | 1.54% | Fixed rate | 394,000 | 1.94% | — | 462,000 | 2.35% | |||||||||||||||||||||||||||||||||||||
| $ | 1,252,440 | 2.61% | $ | 11,062 | $ | 1,056,147 | 2.01% | $ | 1,096,544 | 1.42% | $ | 7,025 | $ | 1,164,544 | 1.65% | |||||||||||||||||||||||||||||||||
| Total effect on diluted earnings per share | $ | 2.16 | Total effect on diluted earnings per share | $ | 1.37 | |||||||||||||||||||||||||||||||||||||||||||
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 consolidated debt 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 December 31, 20172021 and 2016,2020, the estimated fair value of our consolidated debt was $1,239,000,000$1,064,122,000 and $1,045,000,000,$1,130,000,000, 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.
37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Index to Consolidated Financial Statements | Page Number | |||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | ||||||
| Consolidated Balance Sheets as of December 31, | ||||||
| Consolidated Statements of Income for the | ||||||
| Years Ended December 31, | ||||||
| Consolidated Statements of Comprehensive Income for the | ||||||
| Years Ended December 31, | ||||||
| Consolidated Statements of Changes in Equity for the | ||||||
| Years Ended December 31, | ||||||
| Consolidated Statements of Cash Flows for the | ||||||
| Years Ended December 31, | ||||||
| Notes to Consolidated Financial Statements | ||||||
38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Alexander’s, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Alexander’s, Inc. and subsidiaries (the “Company”"Company") as of December 31, 20172021 and 2016,2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2018,14, 2022, expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Impairment – Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets consists of the comparison of undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. The Company’s undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates.
Given the Company’s estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted
39
future cash flow analyses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s estimated capitalization rates used in the evaluation of impairment of real estate assets included the following, among others:
•We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate, including controls over management’s determination of the reasonableness of the applicable capitalization rates.
•Inquired with management regarding their determination of the capitalization rates, and evaluating the consistency of the capitalization rates used with evidence obtained in other areas of the audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rates by:
•Testing the source information underlying the determination of the capitalization rates by evaluating the reasonableness of the capitalization rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
•Developing a range of independent estimates of capitalization rates and comparing those to the capitalization rates utilized by management.
/s/ DELOITTE & TOUCHE LLP
February 12, 201814, 2022
We have served as the Company’s auditor since 1969.
40
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||
| CONSOLIDATED BALANCE SHEETS | |||||||
| (Amounts in thousands, except share and per share amounts) | |||||||
| December 31, | |||||||
| ASSETS | 2017 | 2016 | |||||
| Real estate, at cost: | |||||||
| Land | $ | 44,971 | $ | 44,971 | |||
| Buildings and leasehold improvements | 988,846 | 985,800 | |||||
| Development and construction in progress | 3,551 | 2,780 | |||||
| Total | 1,037,368 | 1,033,551 | |||||
| Accumulated depreciation and amortization | (283,044 | ) | (252,737 | ) | |||
| Real estate, net | 754,324 | 780,814 | |||||
| Cash and cash equivalents | 307,536 | 288,926 | |||||
| Restricted cash | 85,743 | 85,752 | |||||
| Rego Park II loan participation | 198,537 | — | |||||
| Marketable securities | 35,156 | 37,918 | |||||
| Tenant and other receivables, net of allowance for doubtful accounts of $1,501 and $1,473, respectively | 2,693 | 3,056 | |||||
| Receivable arising from the straight-lining of rents | 174,713 | 179,010 | |||||
| Deferred lease and other property costs, net, including unamortized leasing fees to Vornado of | |||||||
| $35,152 and $36,960, respectively | 45,790 | 48,387 | |||||
| Other assets | 27,903 | 27,367 | |||||
| $ | 1,632,395 | $ | 1,451,230 | ||||
| LIABILITIES AND EQUITY | |||||||
| Mortgages payable, net of deferred debt issuance costs | $ | 1,240,222 | $ | 1,052,359 | |||
| Amounts due to Vornado | 2,490 | 897 | |||||
| Accounts payable and accrued expenses | 42,827 | 42,200 | |||||
| Other liabilities | 2,901 | 2,929 | |||||
| Total liabilities | 1,288,440 | 1,098,385 | |||||
| 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 and 5,106,196 shares, respectively | 5,173 | 5,173 | |||||
| Additional capital | 31,577 | 31,189 | |||||
| Retained earnings | 302,543 | 308,995 | |||||
| Accumulated other comprehensive income | 5,030 | 7,862 | |||||
| 344,323 | 353,219 | ||||||
| Treasury stock: 66,160 and 67,254 shares, respectively, at cost | (368 | ) | (374 | ) | |||
| Total equity | 343,955 | 352,845 | |||||
| $ | 1,632,395 | $ | 1,451,230 | ||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||||
| (Amounts in thousands, except share and per share amounts) | |||||||||||
| December 31, | |||||||||||
| ASSETS | 2021 | 2020 | |||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | 33,050 | $ | 44,971 | |||||||
| Buildings and leasehold improvements | 1,014,525 | 1,014,311 | |||||||||
| Development and construction in progress | 21,851 | 11,761 | |||||||||
| Total | 1,069,426 | 1,071,043 | |||||||||
| Accumulated depreciation and amortization | (370,557) | (350,122) | |||||||||
| Real estate, net | 698,869 | 720,921 | |||||||||
| Cash and cash equivalents | 463,539 | 428,710 | |||||||||
| Restricted cash | 19,966 | 21,167 | |||||||||
| Marketable securities | — | 6,024 | |||||||||
| Tenant and other receivables | 6,385 | 8,116 | |||||||||
| Receivable arising from the straight-lining of rents | 135,457 | 145,274 | |||||||||
| Deferred lease costs, net, including unamortized leasing fees to Vornado of | |||||||||||
| $23,943 and $27,851, respectively | 31,312 | 36,524 | |||||||||
| Other assets | 36,437 | 37,402 | |||||||||
| $ | 1,391,965 | $ | 1,404,138 | ||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Mortgages payable, net of deferred debt issuance costs | $ | 1,089,613 | $ | 1,156,170 | |||||||
| Amounts due to Vornado | 879 | 1,516 | |||||||||
| Accounts payable and accrued expenses | 44,681 | 35,342 | |||||||||
| Other liabilities | 4,203 | 7,882 | |||||||||
| Total liabilities | 1,139,376 | 1,200,910 | |||||||||
| Commitments and contingencies | 0 | 0 | |||||||||
| 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 | 32,965 | |||||||||
| Retained earnings | 206,875 | 166,165 | |||||||||
| Accumulated other comprehensive income (loss) | 7,494 | (707) | |||||||||
| 252,957 | 203,596 | ||||||||||
| Treasury stock: 66,160 shares, at cost | (368) | (368) | |||||||||
| Total equity | 252,589 | 203,228 | |||||||||
| $ | 1,391,965 | $ | 1,404,138 | ||||||||
See notes to consolidated financial statements.
41
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||
| (Amounts in thousands, except share and per share amounts) | |||||||||||
| Year Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| REVENUES | |||||||||||
| Property rentals | $ | 152,857 | $ | 151,444 | $ | 138,688 | |||||
| Expense reimbursements | 77,717 | 75,492 | 69,227 | ||||||||
| Total revenues | 230,574 | 226,936 | 207,915 | ||||||||
| EXPENSES | |||||||||||
| Operating, including fees to Vornado of $4,671, $4,590, and $4,476, respectively | 85,127 | 82,232 | 76,218 | ||||||||
| Depreciation and amortization | 34,925 | 33,807 | 31,086 | ||||||||
| General and administrative, including management fees to Vornado of $2,380 | |||||||||||
| in each year | 5,252 | 5,436 | 5,406 | ||||||||
| Total expenses | 125,304 | 121,475 | 112,710 | ||||||||
| OPERATING INCOME | 105,270 | 105,461 | 95,205 | ||||||||
| Interest and other income, net | 6,716 | 3,305 | 5,949 | ||||||||
| Interest and debt expense | (31,474 | ) | (22,241 | ) | (24,239 | ) | |||||
| Income before income taxes | 80,512 | 86,525 | 76,915 | ||||||||
| Income tax expense | (3 | ) | (48 | ) | (8 | ) | |||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | |||||
| Net income per common share - basic and diluted | $ | 15.74 | $ | 16.91 | $ | 15.04 | |||||
| Weighted average shares outstanding- basic and diluted | 5,115,501 | 5,114,084 | 5,112,352 | ||||||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||||||||
| (Amounts in thousands, except share and per share amounts) | |||||||||||||||||
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| REVENUES | |||||||||||||||||
| Rental revenues | $ | 206,148 | $ | 199,142 | $ | 226,350 | |||||||||||
| EXPENSES | |||||||||||||||||
| Operating, including fees to Vornado of $5,952, $5,429 and $5,386, respectively | (91,089) | (88,403) | (89,738) | ||||||||||||||
| Depreciation and amortization | (32,938) | (32,357) | (31,351) | ||||||||||||||
| General and administrative, including management fees to Vornado of $2,380 | |||||||||||||||||
| in each year | (5,924) | (6,307) | (5,772) | ||||||||||||||
| Total expenses | (129,951) | (127,067) | (126,861) | ||||||||||||||
| Interest and other income, net | 639 | 2,667 | 8,244 | ||||||||||||||
| Interest and debt expense | (19,686) | (24,204) | (38,901) | ||||||||||||||
| Change in fair value of marketable securities | 3,482 | (8,599) | (8,757) | ||||||||||||||
| Net gains on sale of real estate | 69,950 | — | — | ||||||||||||||
| Income from continuing operations | 130,582 | 41,939 | 60,075 | ||||||||||||||
| Income from discontinued operations (see Note 7) | 2,348 | — | — | ||||||||||||||
| Net income | $ | 132,930 | $ | 41,939 | $ | 60,075 | |||||||||||
| Income per common share - basic and diluted: | |||||||||||||||||
| Income from continuing operations | $ | 25.48 | $ | 8.19 | $ | 11.74 | |||||||||||
| Income from discontinued operations (see Note 7) | 0.46 | — | — | ||||||||||||||
| Net income per common share | $ | 25.94 | $ | 8.19 | $ | 11.74 | |||||||||||
| Weighted average shares outstanding - basic and diluted | 5,123,613 | 5,120,922 | 5,118,198 | ||||||||||||||
See notes to consolidated financial statements.
42
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||
| (Amounts in thousands) | |||||||||||
| Year Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | |||||
| Other comprehensive (loss) income: | |||||||||||
| Change in unrealized net gain on available-for-sale securities | (2,762 | ) | (5,273 | ) | (1,455 | ) | |||||
| Change in value of interest rate cap | (70 | ) | 133 | — | |||||||
| Comprehensive income | $ | 77,677 | $ | 81,337 | $ | 75,452 | |||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Net income | $ | 132,930 | $ | 41,939 | $ | 60,075 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Change in fair value of interest rate derivatives | 8,201 | (658) | 78 | ||||||||||||||
| Comprehensive income | $ | 141,131 | $ | 41,281 | $ | 60,153 | |||||||||||
See notes to consolidated financial statements.
43
| ALEXANDER’S, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Treasury Stock | Total Equity | ||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||
| Balance, December 31, 2014 | 5,173 | $ | 5,173 | $ | 30,139 | $ | 299,004 | $ | 14,457 | $ | (374 | ) | $ | 348,399 | ||||||||||||
| Net income | — | — | — | 76,907 | — | — | 76,907 | |||||||||||||||||||
| Dividends paid | — | — | — | (71,571 | ) | — | — | (71,571 | ) | |||||||||||||||||
| Change in unrealized net gain | ||||||||||||||||||||||||||
| on available-for-sale securities | — | — | — | — | (1,455 | ) | — | (1,455 | ) | |||||||||||||||||
| Deferred stock unit grant | — | — | 600 | — | — | — | 600 | |||||||||||||||||||
| Balance, December 31, 2015 | 5,173 | 5,173 | 30,739 | 304,340 | 13,002 | (374 | ) | 352,880 | ||||||||||||||||||
| Net income | — | — | — | 86,477 | — | — | 86,477 | |||||||||||||||||||
| Dividends paid | — | — | — | (81,822 | ) | — | — | (81,822 | ) | |||||||||||||||||
| Change in unrealized net gain | ||||||||||||||||||||||||||
| on available-for-sale securities | — | — | — | — | (5,273 | ) | — | (5,273 | ) | |||||||||||||||||
| Change in value of interest rate cap | — | — | — | — | 133 | 133 | ||||||||||||||||||||
| Deferred stock unit grant | — | — | 450 | — | — | — | 450 | |||||||||||||||||||
| Balance, December 31, 2016 | 5,173 | 5,173 | 31,189 | 308,995 | 7,862 | (374 | ) | 352,845 | ||||||||||||||||||
| Net income | — | — | — | 80,509 | — | — | 80,509 | |||||||||||||||||||
| Dividends paid | — | — | — | (86,961 | ) | — | — | (86,961 | ) | |||||||||||||||||
| Change in unrealized net gain | ||||||||||||||||||||||||||
| on available-for-sale securities | — | — | — | — | (2,762 | ) | — | (2,762 | ) | |||||||||||||||||
| Change in value of interest rate cap | — | — | — | — | (70 | ) | — | (70 | ) | |||||||||||||||||
| Deferred stock unit grant | — | — | 394 | — | — | — | 394 | |||||||||||||||||||
| Other | — | — | (6 | ) | — | — | 6 | — | ||||||||||||||||||
| Balance, December 31, 2017 | 5,173 | $ | 5,173 | $ | 31,577 | $ | 302,543 | $ | 5,030 | $ | (368 | ) | $ | 343,955 | ||||||||||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive (Loss) Income | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Treasury Stock | Total Equity | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2018 | 5,173 | $ | 5,173 | $ | 31,971 | $ | 248,443 | $ | (127) | $ | (368) | $ | 285,092 | ||||||||||||||||||||||||||||
| Net income | — | — | — | 60,075 | — | — | 60,075 | ||||||||||||||||||||||||||||||||||
| Dividends paid ($18.00 per common share) | — | — | — | (92,124) | — | — | (92,124) | ||||||||||||||||||||||||||||||||||
| Change in fair value of interest rate derivatives | — | — | — | — | 78 | — | 78 | ||||||||||||||||||||||||||||||||||
| Deferred stock unit grants | — | — | 394 | — | — | — | 394 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | 5,173 | 5,173 | 32,365 | 216,394 | (49) | (368) | 253,515 | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 41,939 | — | — | 41,939 | ||||||||||||||||||||||||||||||||||
| Dividends paid ($18.00 per common share) | — | — | — | (92,168) | — | — | (92,168) | ||||||||||||||||||||||||||||||||||
| Change in fair value of interest rate derivatives | — | — | — | — | (658) | — | (658) | ||||||||||||||||||||||||||||||||||
| Deferred stock unit grants | — | — | 600 | — | — | — | 600 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 5,173 | 5,173 | 32,965 | 166,165 | (707) | (368) | 203,228 | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 132,930 | — | — | 132,930 | ||||||||||||||||||||||||||||||||||
| Dividends paid ($18.00 per common share) | — | — | — | (92,220) | — | — | (92,220) | ||||||||||||||||||||||||||||||||||
| Change in fair value of interest rate derivatives | — | — | — | — | 8,201 | — | 8,201 | ||||||||||||||||||||||||||||||||||
| Deferred stock unit grants | — | — | 450 | — | — | — | 450 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 5,173 | $ | 5,173 | $ | 33,415 | $ | 206,875 | $ | 7,494 | $ | (368) | $ | 252,589 | ||||||||||||||||||||||||||||
See notes to consolidated financial statements.
44
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (Amounts in thousands) | |||||||||||
| Year Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization, including amortization of debt issuance costs | 38,681 | 36,374 | 33,671 | ||||||||
| Straight-lining of rental income | 4,297 | 2,347 | (1,418 | ) | |||||||
| Stock-based compensation expense | 394 | 450 | 600 | ||||||||
| Change in operating assets and liabilities: | |||||||||||
| Tenant and other receivables, net | 363 | 958 | (1,801 | ) | |||||||
| Other assets | (2,627 | ) | (9,894 | ) | (4,777 | ) | |||||
| Amounts due to Vornado | 1,626 | (1,913 | ) | 2,228 | |||||||
| Accounts payable and accrued expenses | 211 | 16,049 | 822 | ||||||||
| Other liabilities | (28 | ) | (28 | ) | (31 | ) | |||||
| Net cash provided by operating activities | 123,426 | 130,820 | 106,201 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Construction in progress and real estate additions | (3,434 | ) | (15,506 | ) | (50,121 | ) | |||||
| Rego Park II loan participation payment | (200,000 | ) | — | — | |||||||
| Proceeds from maturing short-term investments | — | — | 24,998 | ||||||||
| Principal repayment proceeds from Rego Park II loan participation | 1,463 | — | — | ||||||||
| Net cash used in investing activities | (201,971 | ) | (15,506 | ) | (25,123 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Debt repayments | (303,707 | ) | (3,440 | ) | (323,193 | ) | |||||
| Proceeds from borrowing | 500,000 | — | 350,000 | ||||||||
| Dividends paid | (86,961 | ) | (81,822 | ) | (71,571 | ) | |||||
| Debt issuance costs | (12,186 | ) | (30 | ) | (4,075 | ) | |||||
| Net cash provided by (used in) financing activities | 97,146 | (85,292 | ) | (48,839 | ) | ||||||
| Net increase in cash and cash equivalents and restricted cash | 18,601 | 30,022 | 32,239 | ||||||||
| Cash and cash equivalents and restricted cash at beginning of year | 374,678 | 344,656 | 312,417 | ||||||||
| Cash and cash equivalents and restricted cash at end of year | $ | 393,279 | $ | 374,678 | $ | 344,656 | |||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents at beginning of year | 288,926 | 259,349 | 227,815 | ||||||||
| Restricted cash at beginning of year | 85,752 | 85,307 | 84,602 | ||||||||
| Cash and cash equivalents and restricted cash at beginning of year | 374,678 | 344,656 | 312,417 | ||||||||
| Cash and cash equivalents at end of year | 307,536 | 288,926 | 259,349 | ||||||||
| Restricted cash at end of year | 85,743 | 85,752 | 85,307 | ||||||||
| Cash and cash equivalents and restricted cash at end of year | 393,279 | 374,678 | 344,656 | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash payments for interest, excluding capitalized interest of $1,486 in 2015 | $ | 26,994 | $ | 19,517 | $ | 22,354 | |||||
| NON-CASH TRANSACTIONS | |||||||||||
| Liability for real estate additions, including $21, $54 and $5,795 due to Vornado | |||||||||||
| in 2017, 2016 and 2015, respectively | $ | 705 | $ | 322 | $ | 10,139 | |||||
| Write-off of fully amortized and/or depreciated assets | 4,265 | 1,691 | 20,786 | ||||||||
| Change in unrealized net gain on available-for-sale securities | (2,762 | ) | (5,273 | ) | (1,455 | ) | |||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||
| Net income | $ | 132,930 | $ | 41,939 | $ | 60,075 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization, including amortization of debt issuance costs | 34,592 | 35,121 | 36,515 | ||||||||||||||
| Straight-lining of rents | 9,817 | 21,102 | 2,413 | ||||||||||||||
| Write-off of tenant receivables | — | 4,122 | — | ||||||||||||||
| Stock-based compensation expense | 450 | 600 | 394 | ||||||||||||||
| Net gains on sale of real estate (including $2,348 from discontinued operations) | (72,298) | — | — | ||||||||||||||
| Change in fair value of marketable securities | (3,482) | 8,599 | 8,757 | ||||||||||||||
| Dividends received in stock | — | (214) | — | ||||||||||||||
| Change in operating assets and liabilities: | |||||||||||||||||
| Tenant and other receivables, net | 1,731 | (6,146) | (2,017) | ||||||||||||||
| Other assets | 3,099 | (28,378) | 21,553 | ||||||||||||||
| Amounts due to Vornado | (211) | (402) | 789 | ||||||||||||||
| Accounts payable and accrued expenses | 12,501 | 2,361 | (1,800) | ||||||||||||||
| Other liabilities | (664) | (638) | (609) | ||||||||||||||
| Net cash provided by operating activities | 118,465 | 78,066 | 126,070 | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||
| Construction in progress and real estate additions | (19,520) | (32,460) | (9,449) | ||||||||||||||
| Proceeds from sales of real estate | 81,871 | — | — | ||||||||||||||
| Return of short-term investment | 3,600 | — | — | ||||||||||||||
| Proceeds from sale of marketable securities | 9,506 | — | — | ||||||||||||||
| Net cash provided by (used in) investing activities | 75,457 | (32,460) | (9,449) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||
| Dividends paid | (92,220) | (92,168) | (92,124) | ||||||||||||||
| Debt issuance costs | (74) | (7,246) | (15) | ||||||||||||||
| Debt repayments | (68,000) | (50,000) | — | ||||||||||||||
| Proceeds from borrowings | — | 239,708 | — | ||||||||||||||
| Net cash (used in) provided by financing activities | (160,294) | 90,294 | (92,139) | ||||||||||||||
| Net increase in cash and cash equivalents and restricted cash | 33,628 | 135,900 | 24,482 | ||||||||||||||
| Cash and cash equivalents and restricted cash at beginning of year | 449,877 | 313,977 | 289,495 | ||||||||||||||
| Cash and cash equivalents and restricted cash at end of year | $ | 483,505 | $ | 449,877 | $ | 313,977 | |||||||||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||||||||
| Cash and cash equivalents at beginning of year | $ | 428,710 | $ | 298,063 | $ | 283,056 | |||||||||||
| Restricted cash at beginning of year | 21,167 | 15,914 | 6,439 | ||||||||||||||
| Cash and cash equivalents and restricted cash at beginning of year | $ | 449,877 | $ | 313,977 | $ | 289,495 | |||||||||||
| Cash and cash equivalents at end of year | $ | 463,539 | $ | 428,710 | $ | 298,063 | |||||||||||
| Restricted cash at end of year | 19,966 | 21,167 | 15,914 | ||||||||||||||
| Cash and cash equivalents and restricted cash at end of year | $ | 483,505 | $ | 449,877 | $ | 313,977 | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||||||||
| Cash payments for interest | $ | 18,568 | $ | 22,476 | $ | 34,669 | |||||||||||
| NON-CASH TRANSACTIONS | |||||||||||||||||
| Liability for real estate additions, including $141, $489 and $18 for development fees due to | |||||||||||||||||
| Vornado in 2021, 2020 and 2019, respectively | $ | 1,445 | $ | 4,955 | $ | 3,191 | |||||||||||
| Write-off of fully amortized and/or depreciated assets | 5,628 | 876 | — | ||||||||||||||
| Reclassification of prepaid real estate taxes to construction in progress for property in | |||||||||||||||||
| redevelopment | — | — | 1,466 | ||||||||||||||
| Lease liability arising from the recognition of right-of-use asset | — | — | 5,428 | ||||||||||||||
See notes to consolidated financial statements.
45
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 seven6 properties in the greater New York City metropolitan area consisting of:
Operating properties
•731 Lexington Avenue, a 1,079,000 square foot multi-use building, comprising the entire block bounded by Lexington Avenue, East 59th Street, Third Avenue and East 58th Street in Manhattan. The building contains 939,000 and 140,000 of net rentable square feet of office and retail space, respectively. Bloomberg L.P. (“Bloomberg”) occupies all of the office space. The Home Depot (83,000 square feet) is the principal retail tenant; |
•Rego Park I, a 338,000 square foot shopping center, located on Queens Boulevard and 63rd Road in Queens. The center is anchored by a 112,000 square foot IKEA, a 50,000 square foot Burlington, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls;
•Rego Park II, a 609,000615,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens. The center is anchored by a 145,000 square foot Costco a 135,000 square foot Century 21 and a 133,000 square foot Kohl’s. In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us (“Toys”), a one-third owned affiliate of Vornado. On September 18, 2017, Toys filed for Chapter 11 bankruptcy relief;Kohl’s, which has been subleased;
•The Alexander apartment tower, located above our Rego Park II shopping center, contains 312 units aggregating 255,000 square feet and is 94.6% leased as of December 31, 2017;feet;
•Flushing, a 167,000 square foot building, located aton Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.LLC.
Property to be developed
•Rego Park III, a 140,000 square foot land parcel adjacent to the Rego Park II shopping center in Queens, at the intersection of Junction Boulevard and the Horace Harding Service Road.
We have determined that our properties have similar economic characteristics and meet the criteria that permit the properties to be aggregated into one1 reportable segment (the leasing, management, development and redeveloping of properties in the greater New York City metropolitan area). Our chief operating decision-maker assesses and measures segment operating results based on a performance measure referred to as net operating income at the individual operating segment. Net operating income for each property represents net rental revenues less operating expenses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – The accompanying consolidated financial statements include our accounts and those of our consolidated subsidiaries. All intercompany amounts have been eliminated. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year balances have been reclassified in order to conform to current year presentation.
46
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Recently Issued Accounting Literature – In May 2014,March 2020, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”2020-04”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”)848, Reference Rate Reform. ASU 2014-09,2020-04 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 amended by subsequent ASUsreference 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 topic, establishes a single comprehensive model for entitiescorresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to use in accounting for revenue arising from contracts with customers and supersedes mostevaluate the impact of the existing revenue recognition guidance. This standard, which is effective for interimguidance and annual reporting periodsmay apply other elections as applicable as additional changes in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. We have completed our evaluation of the standard’s impact on our revenue streams. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.market occur.
In January 2016,July 2021, the FASB issued an update (“ASU 2016-01”2021-05”) Recognition and Measurement of Financial Assets and Financial LiabilitiesLessors - Certain Leases with Variable Lease Payments to ASC Topic 825, Financial Instruments (“842, Leases (“ASC 825”842”). ASU 2016-01 amends2021-05 provides additional ASC 842 classification guidance as it relates to a lessor’s accounting for certain aspects of recognition, measurement, presentation and disclosure of financial instruments.leases with variable lease payments. ASU 2016-012021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this standard effective January 1, 2018 using the modified retrospective approach. While the adoption of this standard requires us to continue to measure “marketable securities” at fair value at each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive (loss) income.” As a result, on January 1, 2018 we recorded an increase to retained earnings of $5,156,000 to recognize the unrealized gains previously recorded within “accumulated other comprehensive income.” Subsequent changes in the fair value of our marketable securities will be recorded to “interest and other income, net.”
Real Estate – Real estate is carried at cost, net of accumulated depreciation and amortization. As of December 31, 20172021 and 2016,2020, the carrying amount of our real estate, net of accumulated depreciation and amortization, was $754,324,000$698,869,000 and $780,814,000,$720,921,000, respectively. Maintenance and repairs are generally expensed as incurred. Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. We capitalize all property operating expenses directly associated with and attributable to, the development and construction of a project, including interest expense. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use, which is typically evidenced by the receipt of a temporary certificate of occupancy. General and administrative costs are expensed as incurred.
Our properties, and related intangible assets, including properties to be developed in the future, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.asset, including an estimated terminal value calculated using an appropriate capitalization rate. Estimates of future cash flows are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. For our development properties, estimates of future cash flows also include all future expenditures necessary to develop the asset, including interest payments that will be capitalized as part of the cost of the asset. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property’s carrying amount over its estimated fair value. If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
47
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue Recognition– Our rental revenues include revenues from the leasing of space to tenants at our properties and revenues from parking and tenant services. We have the following revenue recognition policies:
•Lease revenues from the leasing of space to tenants at our properties. Revenues derived from base rent are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the underlying asset is available for use by the lessee. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. Revenues derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred. As lessor, we have elected to combine the lease components (base and variable rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursement of real estate taxes and insurance expenses from our operating lease agreements and account for the components as a single lease component in accordance with ASC 842.
• Parking revenue arising from the rental of parking spaces at our properties. This income is recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
• Tenant services is revenue arising from sub-metered electric, elevator and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC 606.
Under ASC 842, we must assess on an individual lease basis whether it is probable that we will collect substantially all of the future lease payments. We consider the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, we write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received. We recognize changes in the collectability assessment of our operating leases as adjustments to rental revenues.
Cash and Cash Equivalents – Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value, due to their short-term maturities. The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, (iii) money market funds, which invest in United States Treasury Bills and (iv) certificates of deposit placed through an account registry service (“CDARS”). To date we have not experienced any losses on our invested cash.
Restricted Cash–Restricted cash primarily consists of cash held in a non-interest bearing escrow account in connection with our Rego Park I 100% cash collateralized mortgage, as well as security deposits and other cash escrowed under loan agreements, including for debt service, real estate taxes, property insurance and capital improvements.
Deferred Charges – Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest and debt expense. Direct costs related to leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.
Income Taxes – We operate in a manner intended to enable us to continue to qualify as a REIT under Sections 856 – 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain our qualification as a REIT under the Code, we must distribute at least 90% of our taxable income to stockholders each year. We distribute to our stockholders 100% of our taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 20172021 were characterized, for federal income taxes,tax purposes, as 99.5%58.3% ordinary income and 0.5%41.7% long-term capital gain income. Dividends distributed for the year ended December 31, 20162020 were characterized, for federal income taxes,tax purposes, as 97.7%100% ordinary income and 2.3% long-term capital gain income. Dividends distributed for the year ended December 31, 20152019 were categorized, for federal income tax purposes, as 97.3%99.6% ordinary income and 2.7%0.4% long-term capital gain income.
48
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
The following table reconciles our net income to estimated taxable income attributable to our common stockholders (unaudited) for the years ended December 31, 2017, 20162021, 2020 and 2015.2019 was approximately $101,184,000, $81,375,000, and $74,079,000, respectively. The book to tax differences between net income and estimated taxable income primarily result from differences in the income recognition or deductibility of depreciation and amortization, gains or losses from the sale of real estate and other capital transactions, straight-line rent adjustments, the change in fair value of marketable securities and income from discontinued operations.
| (Unaudited and in thousands) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | |||||
| Straight-line rent adjustments | 4,250 | 2,347 | (1,418 | ) | |||||||
| Depreciation and amortization timing differences | 3,084 | (14,534 | ) | 2,477 | |||||||
| Other | (343 | ) | 2,975 | 751 | |||||||
| Estimated taxable income | $ | 87,500 | $ | 77,265 | $ | 78,717 | |||||
As of December 31, 2017,2021, the net basis of our assets and liabilities for tax reporting purposes arewas approximately $199,268,000$144,100,000 lower than the amount reported for financial statement purposes.
3. REVENUE RECOGNITION
The following is a summary of revenue sources for the years ended December 31, 2021, 2020 and 2019.
| Year Ended December 31, | ||||||||||||||||||||
| (Amounts in thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Lease revenues | $ | 198,109 | $ | 191,416 | $ | 217,251 | ||||||||||||||
| Parking revenue | 4,407 | 4,207 | 5,608 | |||||||||||||||||
| Tenant services | 3,632 | 3,519 | 3,491 | |||||||||||||||||
| Rental revenues | $ | 206,148 | $ | 199,142 | $ | 226,350 | ||||||||||||||
The components of lease revenues for the years ended December 31, 2021, 2020 and 2019 are as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (Amounts in thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Fixed lease revenues | $ | 129,509 | $ | 120,395 | $ | 142,679 | ||||||||||||||
| Variable lease revenues | 68,600 | 71,021 | 74,572 | |||||||||||||||||
| Lease revenues | $ | 198,109 | $ | 191,416 | $ | 217,251 | ||||||||||||||
4. REAL ESTATE SALES
On June 4, 2021, we sold a parcel of land in the Bronx, New York (“Bronx Land Parcel”) for $10,000,000. Net proceeds from the sale were $9,291,000 after closing costs and the financial statement gain was $9,124,000.
On October 4, 2021, we sold 30.3 acres of land located in Paramus, New Jersey (“Paramus Property”) to IKEA Property, Inc. (“IKEA”), the tenant at the property, for $75,000,000, pursuant to IKEA’s purchase option contained in the lease. Net proceeds from the sale were $4,580,000 after closing costs and the repayment of the $68,000,000 mortgage loan. The financial statement gain was $60,826,000, which was recognized in the fourth quarter of 2021.
49
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Vornado
As of December 31, 2017,2021, Vornado ownedowned 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.
Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. As of December 31, 2017,2021, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.2%26.0% of our outstanding common stock, in addition to the 2.3% they2.2% they indirectly own through Vornado. Joseph Macnow, our Treasurer, is the Executive Vice President - Chief Financial Officer and Chief Administrative Officer of Vornado. Matthew Iocco, our Chief Financial Officer, is the Executive Vice President - Chief Accounting Officer of Vornado.
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) $306,000,$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.more (the “Sales Agreement”).
Pursuant to the Sales Agreement, we paid a $300,000 sales commission to Vornado in the second quarter of 2021 related to the sale of the Bronx Land Parcel. In addition, we paid a $750,000 sales commission to Vornado in the fourth quarter of 2021 related to the Paramus Property sale.
We also have agreements with Building Maintenance Services, a wholly owned subsidiary of Vornado, to supervise (i) cleaning, engineering and security services at our 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 to Vornado under the various agreements discussed above.
| Year Ended December 31, | |||||||||||||||||
| (Amounts in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Company management fees | $ | 2,800 | $ | 2,800 | $ | 2,800 | |||||||||||
| Development fees | 141 | 489 | 29 | ||||||||||||||
| Leasing fees | 1,800 | 276 | 4,786 | ||||||||||||||
| Commission on sales of real estate | 1,050 | — | — | ||||||||||||||
| Property management, cleaning, engineering | |||||||||||||||||
| and security fees | 5,540 | 5,051 | 5,015 | ||||||||||||||
| $ | 11,331 | $ | 8,616 | $ | 12,630 | ||||||||||||
| Year Ended December 31, | |||||||||||
| (Amounts in thousands) | 2017 | 2016 | 2015 | ||||||||
| Company management fees | $ | 2,800 | $ | 2,800 | $ | 2,800 | |||||
| Development fees | 29 | 194 | 2,435 | ||||||||
| Leasing fees | 1,829 | 7,401 | 2,950 | ||||||||
| Property management, cleaning, engineering | |||||||||||
| and security fees | 4,114 | 4,033 | 3,614 | ||||||||
| $ | 8,772 | $ | 14,428 | $ | 11,799 | ||||||
As of December 31, 2017,2021, the amounts due to Vornado were $1,811,000 for leasing fees; $658,000$669,000 for management, property management, cleaning, engineering and security fees; and $21,000$141,000 for development fees; and $69,000 for leasing fees. As of December 31, 2016,2020, the amounts due to Vornado were $428,000$845,000 for management, property management, cleaning, engineering and security fees; $415,000$557,000 for development fees; and $114,000 for leasing fees; and $54,000 for development fees. In January 2016, we paid an $8,916,000 leasing commission related to a lease amendment signed with Bloomberg, of which $7,200,000 was to a third party broker and $1,716,000 was to Vornado. In March 2016, we paid Vornado a development fee of $5,784,000 related to The Alexander apartment tower.
50
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. MARKETABLE SECURITIES
In December 2021, we sold our 564,612 common shares of Toys. Joseph Macnow, Vornado’s Executive Vice President - Chief Financial Officer and Chief Administrative Officer and Wendy A. Silverstein, a memberThe Macerich Company (“Macerich”), realizing cash proceeds of our Board$9,506,000. These shares were received in connection with the sale of Directors, represent Vornado as membersKings Plaza Regional Shopping Center (“Kings Plaza”) to Macerich in 2012. The fair value of Toys’ Board of Directors. Toys leases 47,000 square feet of retail space at our Rego Park II shopping center ($2,600,000 of annual revenue). On September 18, 2017, Toys filed for Chapter 11 bankruptcy relief. There are $694,000 of tenant improvements, $257,000 of unamortized deferred leasing costs and $544,000 of receivables arising from the straight-lining of rent on our consolidated balance sheet related to the Toys leaseshares as of December 31, 2017.
7. DISCONTINUED OPERATIONS
In October 2015,2012, when we sold Kings Plaza to Macerich, $2,348,000 of the financial statement gain was deferred since a portion of the sales price was received in Macerich common shares. In December 2021, we recognized $2,141,000the $2,348,000 gain upon the disposition of dividend incomeour Macerich common shares.
As the results related to Kings Plaza were previously classified as a result of a special dividend declared by Macerich, which is includeddiscontinued operations, we have classified the gain as a component of “interest and other income, net,” in“income from discontinued operations” on our consolidated statement of income for the year ended December 31, 2015.2021 in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment.
The following is a summary of our outstanding mortgages payable. We may refinance our maturing debt as it comes due or choose to repay it.
| Interest Rate at December 31, 2021 | Balance at December 31, | ||||||||||||||||||||||||||||
| (Amounts in thousands) | Maturity | 2021 | 2020 | ||||||||||||||||||||||||||
| First mortgages secured by: | |||||||||||||||||||||||||||||
731 Lexington Avenue, office condominium(1) | Jun. 11, 2024 | 1.01% | $ | 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 | 1.45% | 202,544 | 202,544 | |||||||||||||||||||||||||
| The Alexander apartment tower | Nov. 01, 2027 | 2.63% | 94,000 | 94,000 | |||||||||||||||||||||||||
Paramus(4) | — | 68,000 | |||||||||||||||||||||||||||
| Total | 1,096,544 | 1,164,544 | |||||||||||||||||||||||||||
| Deferred debt issuance costs, net of accumulated | |||||||||||||||||||||||||||||
| amortization of $14,551 and $13,034, respectively | (6,931) | (8,374) | |||||||||||||||||||||||||||
| $ | 1,089,613 | $ | 1,156,170 | ||||||||||||||||||||||||||
| (1) | Interest at LIBOR plus 0.90%. Maturity date 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%. The loan balance of $252,544 as of December 31, 2020 is presented net of our participation of $50,000. On April 7, 2021, we used our participation in this loan to reduce the loan balance to $202,544. | ||||||||||||||||||||||||||||
| (4) | On October 4, 2021, the mortgage loan was repaid in connection with the sale of the property. See Note 4 - Real Estate Sales for further details. | ||||||||||||||||||||||||||||
51
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Interest Rate at December 31, 2017 | Balance at December 31, | ||||||||||||
| (Amounts in thousands) | Maturity(1) | 2017 | 2016 | ||||||||||
| First mortgages secured by: | |||||||||||||
| Rego Park I shopping center (100% cash | Mar. 2018 | 0.35% | $ | 78,246 | $ | 78,246 | |||||||
| collateralized) | |||||||||||||
| Paramus | Oct. 2018 | 2.90% | 68,000 | 68,000 | |||||||||
Rego Park II shopping center(2) | Nov. 2018 | 3.42% | 256,194 | 259,901 | |||||||||
731 Lexington Avenue, retail space(3) | Aug. 2022 | 2.78% | 350,000 | 350,000 | |||||||||
731 Lexington Avenue, office space(4) | Jun. 2024 | 2.38% | 500,000 | 300,000 | |||||||||
| Total | 1,252,440 | 1,056,147 | |||||||||||
| Deferred debt issuance costs, net of accumulated | |||||||||||||
| amortization of $6,315 and $6,824, respectively | (12,218 | ) | (3,788 | ) | |||||||||
| $ | 1,240,222 | $ | 1,052,359 | ||||||||||
| (1) | Represents the extended maturity where we have the unilateral right to extend. | ||||||||||||
| (2) | This loan bears interest at LIBOR plus 1.85%. See page 47 for details of our Rego Park II loan participation. | ||||||||||||
| (3) | This loan bears interest at LIBOR plus 1.40%. | ||||||||||||
| (4) | This loan bears interest at LIBOR plus 0.90%. | ||||||||||||
All of our debt is secured by mortgages and/or pledges of the stock of the subsidiaries holding the properties. The net carrying value of real estate collateralizing the debt amounted to $640,025,000$629,134,000 as of December 31, 2017.2021. Our existing financing documents contain covenants that limit our ability to incur additional indebtedness on these properties, and in certain circumstances, provide for lender approval of tenants’ leases and yield maintenance to prepay them. As of December 31, 2017,2021, the principal repayments (based on the extended loan maturity dates) for the next five years and thereafter are as follows:
| (Amounts in thousands) | ||||||||
| Year Ending December 31, | Amount | |||||||
| 2022 | $ | — | ||||||
| 2023 | — | |||||||
| 2024 | 500,000 | |||||||
| 2025 | 502,544 | |||||||
| 2026 | — | |||||||
| Thereafter | 94,000 | |||||||
| (Amounts in thousands) | ||||
| Year Ending December 31, | Amount | |||
| 2018 | $ | 402,440 | ||
| 2019 | — | |||
| 2020 | — | |||
| 2021 | — | |||
| 2022 | 350,000 | |||
| Thereafter | 500,000 | |||
ASC Topic 820, Fair Value Measurement and Disclosures (“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 sheets as of December 31, 2017 and 20162021 consist of marketable securities,an interest rate swap which areis presented in the table below based on theirits level in the fair value hierarchy, and an interest rate cap, whichthe fair value of which was insignificant as of December 31, 2017 and 2016.2021. There were no financial liabilities measured at fair value as of December 31, 2017 and 2016.2021.
| As of December 31, 2021 | |||||||||||||||||||||||
| (Amounts in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Interest rate swap (included in other assets) | $ | 7,545 | $ | — | $ | 7,545 | $ | — | |||||||||||||||
| Financial assets measured at fair value on our consolidated balance sheet as of December 31, 2020 consist of marketable securities, which are presented in the table below based on their level in the fair value hierarchy, and an interest rate cap, which fair value was insignificant as of December 31, 2020. Financial liabilities measured at fair value as of December 31, 2020 consist of an interest rate swap, which is presented in the table below based on its level in the fair value hierarchy. | |||||||||||||||||||||||
| As of December 31, 2020 | |||||||||||||||||||||||
| (Amounts in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Marketable securities | $ | 6,024 | $ | 6,024 | $ | — | $ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Interest rate swap (included in other liabilities) | $ | 667 | $ | — | $ | 667 | $ | — | |||||||||||||||
52
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| As of December 31, 2017 | |||||||||||||
| (Amounts in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||
| Marketable securities | $ | 35,156 | $ | 35,156 | — | — | |||||||
| As of December 31, 2016 | |||||||||||||
| (Amounts in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||
| Marketable securities | $ | 37,918 | $ | 37,918 | — | — | |||||||
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 the Rego Park II loan participation 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 valuesvalue of the Rego Park II loan participation and our mortgages payable areis 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 areis classified as Level 2. The table below summarizes the carrying amount and fair value of these financial instruments as of December 31, 20172021 and 2016.2020.
| As of December 31, 2021 | As of December 31, 2020 | ||||||||||||||||||||||
| Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
| (Amounts in thousands) | Amount | Value | Amount | Value | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | 427,601 | $ | 427,601 | $ | 393,070 | $ | 393,070 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Mortgages payable (excluding deferred debt issuance costs, net) | $ | 1,096,544 | $ | 1,064,122 | $ | 1,164,544 | $ | 1,130,000 | |||||||||||||||
| As of December 31, 2017 | As of December 31, 2016 | ||||||||||||||
| Carrying | Fair | Carrying | Fair | ||||||||||||
| (Amounts in thousands) | Amount | Value | Amount | Value | |||||||||||
| Assets: | |||||||||||||||
| Cash equivalents | $ | 273,914 | $ | 273,914 | $ | 256,370 | $ | 256,370 | |||||||
| Rego Park II loan participation | 198,537 | 198,000 | — | — | |||||||||||
| 472,451 | 471,914 | 256,370 | 256,370 | ||||||||||||
| Liabilities: | |||||||||||||||
| Mortgages payable (excluding deferred debt issuance costs, net) | $ | 1,252,440 | $ | 1,239,000 | $ | 1,056,147 | $ | 1,045,000 | |||||||
As Lessor
We lease space to tenants under operating leases in an office building and in retail centers. The rental terms range from approximately 5 to 25 years. The leases provide for the payment of fixed base rents payable monthly in advance as well as reimbursements of real estate taxes, insurance and maintenance costs. Retail leases may also provide for the payment by the lessee of additional rents based on a percentage of their sales. We also lease residential space at The Alexander apartment tower with 1 or 2 year lease terms.
Future base rental revenueundiscounted cash flows under theseour contractual non-cancelable operating leases isare as follows:
| (Amounts in thousands) | ||||
| Year Ending December 31, | Amount | |||
| 2018 | $ | 144,712 | ||
| 2019 | 138,649 | |||
| 2020 | 136,536 | |||
| 2021 | 119,962 | |||
| 2022 | 111,533 | |||
| Thereafter | 783,019 | |||
| (Amounts in thousands) | As of December 31, 2021 | |||||||
| For the year ending December 31, | ||||||||
| 2022 | $ | 135,951 | ||||||
| 2023 | 132,490 | |||||||
| 2024 | 139,897 | |||||||
| 2025 | 129,384 | |||||||
| 2026 | 126,360 | |||||||
| Thereafter | 389,894 | |||||||
These future minimum amounts do not include reimbursements or additional rents based on a percentage of retail tenants’ sales. These rents were $174,000, $182,000 and $94,000, respectively, for the years ended December 31, 2017, 2016 and 2015.
Bloomberg accounted for revenue of $105,224,000, $104,590,000$113,140,000, $109,066,000, and $94,468,000,$109,113,000 in the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, representing approximately 46%55%, 46%55% and 45%48% of our totalrental revenues in each year, respectively. No other tenant accounted for more than 10% of our totalrental 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.
53
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. LEASES - continued
As Lessee
We are a tenantthe lessee under a long-term ground lease at our Flushing property, classified as an operating lease, which expires in 2027 and has one1 10-year extension option. As of December 31, 2021, the right-of-use asset of $3,394,000 and the lease liability of $3,602,000, are included in “other assets” and “other liabilities,” respectively, on our consolidated balance sheet. The discount rate applied to measure the right-of-use asset and lease liability is based on the incremental borrowing rate (“IBR”) for the property of 4.53%. We considered the general economic environment and factored in various financing and asset specific adjustments so that the IBR was appropriate to the intended use of the underlying lease. As we did not elect to apply hindsight, the lease term assumption determined under ASC Topic 840, Leases was carried forward and applied in calculating our lease liability recorded under ASC 842.
Future lease payments under this operating lease, excluding the extension option, are as follows:
| (Amounts in thousands) | As of December 31, 2021 | |||||||
| For the year ending December 31, | ||||||||
| 2022 | $ | 800 | ||||||
| 2023 | 800 | |||||||
| 2024 | 800 | |||||||
| 2025 | 800 | |||||||
| 2026 | 800 | |||||||
| Thereafter | — | |||||||
| Total undiscounted cash flows | 4,000 | |||||||
| Present value discount | (398) | |||||||
| Lease liability as of December 31, 2021 | $ | 3,602 | ||||||
| (Amounts in thousands) | ||||
| Year Ending December 31, | Amount | |||
| 2018 | $ | 800 | ||
| 2019 | 800 | |||
| 2020 | 800 | |||
| 2021 | 800 | |||
| 2022 | 800 | |||
| Thereafter | 3,267 | |||
We recognize rent expense as a component of “operating” expenses on our consolidated statements of income on a straight-line basis. Rent expense was $746,000 in each of the years ended December 31, 2017, 20162021, 2020 and 2015.
2019, respectively. Cash paid for rent expense was $800,000 in each of the years ended December 31, 2021, 2020 and 2019, respectively.
We account for stock-based compensation in accordance with ASC 718.Topic 718, Compensation – Stock Compensation (“ASC 718”). Our 2016 Omnibus Stock Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, stock appreciation rights, deferred stock units (“DSUs”) and performance shares, as defined, to the directors, officers and employees of the Company and Vornado.
54
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. 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.
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 Program Reauthorization Act of 2002, as amended to date and which expires inhas been extended through December 2020.2027. 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 $293,000$287,500 deductible ($306,000 effective January 1, 2018) and 17%20% of the balance (18% effective January 1, 2018) of a covered loss, and the Federal government is responsible for the remaining 83% (82% effective January 1, 2018)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.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.
Rego Park I Litigation
In June 2014, Sears Roebuck and Co. (“Sears”) filed a lawsuit in the Supreme Court of the State of New York against Vornado and us (and certain of our subsidiaries) with regard to spacethe 195,000 square foot store that Sears leasesformerly leased at our Rego Park I property alleging that the defendants are liable for harm that Sears has suffered as a result of (a) water intrusions into the premises, (b) two2 fires in February 2014 that caused damages to those premises, and (c) alleged violations of the Americans with Disabilities Act in the premises’ parking garage. Sears asserted various causes of actions for damages and sought to compel compliance with landlord’s obligations to repair the premises and to provide security, and to compel us to abate a nuisance that Sears claims was a cause of the water intrusions into its premises. In addition to injunctive relief, Sears sought, among other things, damages of not less than $4 million$4,000,000 and future damages it estimated would not be less than $25 million.$25,000,000. In March 2016, Sears withdrew its claim for future damages leaving a remaining claim for property damages, which we estimate to be approximately $650,000 based on information provided by Sears. We intend to defend the remaining claim vigorously. The amount or range of reasonably possible losses, if any, is not expected to be greater than $650,000. On October 15, 2018, Sears filed for Chapter 11 bankruptcy relief resulting in an automatic stay of this case. Both parties have filed motions for summary judgment and in November 2021, the parties stipulated to lift the stay to allow the motions to be decided by the court.
Letters of Credit
Other
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.
55
ALEXANDER’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. MULTIEMPLOYER BENEFIT PLANS
Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.
Multiemployer Pension Plans
Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our subsidiaries may be required to bear their pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2017,2021, our subsidiaries’ participation in these plans were not significant to our consolidated financial statements.
In the years ended December 31, 2017, 20162021, 2020 and 20152019 our subsidiaries contributed $162,000, $147,000 $217,000, $191,000 and $144,000,$172,000, respectively, towards Multiemployer Pension Plans. Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2017, 20162021, 2020 and 2015.2019.
Multiemployer Health Plans
Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2017, 20162021, 2020 and 20152019 our subsidiaries contributed $619,000, $539,000$748,000, $672,000 and $554,000,$686,000, respectively, towards these plans.
The following table sets forth the computation of basic and diluted income per share, including a reconciliation of net income and the number of shares used in computing basic and diluted income per share. Basic income per share is determined using the weighted average shares of common stock (including DSUs) outstanding during the period. Diluted income per share is determined using the weighted average shares of common stock (including DSUs) 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 years ended December 31, 2017, 20162021, 2020 and 2015.2019.
| Year Ended December 31, | |||||||||||||||||
| (Amounts in thousands, except share and per share amounts) | 2021 | 2020 | 2019 | ||||||||||||||
| Income from continuing operations | $ | 130,582 | $ | 41,939 | $ | 60,075 | |||||||||||
| Income from discontinued operations (see Note 7) | 2,348 | — | — | ||||||||||||||
| Net income | $ | 132,930 | $ | 41,939 | $ | 60,075 | |||||||||||
| Weighted average shares outstanding – basic and diluted | 5,123,613 | 5,120,922 | 5,118,198 | ||||||||||||||
| Income from continuing operations | $ | 25.48 | $ | 8.19 | $ | 11.74 | |||||||||||
| Income from discontinued operations (see Note 7) | 0.46 | — | — | ||||||||||||||
| Net income per common share – basic and diluted | $ | 25.94 | $ | 8.19 | $ | 11.74 | |||||||||||
56
| For the Year Ended December 31, | |||||||||||
| (Amounts in thousands, except share and per share amounts) | 2017 | 2016 | 2015 | ||||||||
| Net income | $ | 80,509 | $ | 86,477 | $ | 76,907 | |||||
| Weighted average shares outstanding – basic and diluted | 5,115,501 | 5,114,084 | 5,112,352 | ||||||||
| Net income per common share – basic and diluted | $ | 15.74 | $ | 16.91 | $ | 15.04 | |||||
Net Income Per Common Share(1) | ||||||||||||||||
| (Amounts in thousands, except per share amounts) | Revenues | Net Income | Basic | Diluted | ||||||||||||
| 2017 | ||||||||||||||||
| December 31 | $ | 58,061 | $ | 17,883 | $ | 3.50 | $ | 3.50 | ||||||||
| September 30 | 58,094 | 20,299 | 3.97 | 3.97 | ||||||||||||
| June 30 | 57,190 | 20,660 | 4.04 | 4.04 | ||||||||||||
| March 31 | 57,229 | 21,667 | 4.24 | 4.24 | ||||||||||||
| 2016 | ||||||||||||||||
| December 31 | $ | 57,253 | $ | 21,655 | $ | 4.23 | $ | 4.23 | ||||||||
| September 30 | 57,120 | 21,036 | 4.11 | 4.11 | ||||||||||||
| June 30 | 57,005 | 21,767 | 4.26 | 4.26 | ||||||||||||
| March 31 | 55,558 | 22,019 | 4.31 | 4.31 | ||||||||||||
| _______________________ | ||||||||||||||||
| (1) | The total for the year may differ from the sum of the quarters as a result of weighting. | |||||||||||||||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures – Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have 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 Annual Report on Form 10-K. 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.
Internal Control Over Financial Reporting – There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
57
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
The management of Alexander’s, Inc., together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2017,2021, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 20172021 is effective.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on page 5859 of thisthis Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2021.
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Alexander’s, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Alexander’s, Inc. and subsidiaries (the “Company”) as of December 31, 2017,2021, based on criteria established in Internal Control - — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2021, of the Company and our report dated February 12, 2018,14, 2022, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
February 12, 201814, 2022
59
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information relating to our directors, including our audit committee and audit committee financial expert, will be contained in a definitive Proxy Statement involving the election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. We will file the Proxy Statement with the Securities and Exchange Commission no later than 120 days after December 31, 2017.2021. Such information is incorporated by reference herein. Also incorporated herein by reference is the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.
Executive Officers of the Registrant
The following is a list of the names, ages, principal occupations and positions with us of our executive officers and the positions held by such officers during the past five years.
| PRINCIPAL OCCUPATION, POSITION AND OFFICE | ||||||||||||||
| Name | Age | (Current and during past five years with the Company unless otherwise stated) | ||||||||||||
| Steven Roth | Chairman of the Board since May 2004 and Chief Executive Officer since March 1995; Chairman of the Board of Vornado Realty Trust since May 1989; Chief Executive Officer of Vornado Realty Trust since April 2013 and from May 1989 to May 2009; a Trustee of Vornado Realty Trust since 1979; and Managing General Partner of Interstate Properties. | |||||||||||||
Chief Financial Officer since | ||||||||||||||
We have a code of business conduct and ethics that applies to, among others, our Chief Executive Officer and Chief Financial Officer. The code is posted on our website at www.alx-inc.com. We intend to satisfy our disclosure obligation regarding amendments and waivers of this code applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website.
60
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation will be contained in the Proxy Statement referred to in “Item 10. Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K. Such information is incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information relating to security ownership of certain beneficial owners and management and related stockholder matters, except as set forth below, will be contained in the Proxy Statement referred to in “Item 10. Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K. Such information is incorporated by reference herein.
Equity Compensation Plan Information
The following table provides information as of December 31, 2017,2021, regarding our equity compensation.
| Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||||||||
| Equity compensation plans approved by security holders | 17,188 | $ | — | 488,599 | ||||||||||||||||
| Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||||||||||||
| Total | 17,188 | $ | — | 488,599 | ||||||||||||||||
| Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||
| Equity compensation plans approved by security holders | 8,692 | $ | — | 497,095 | ||||||
| Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||
| Total | 8,692 | $ | — | 497,095 | ||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information relating to certain relationships and related transactions and director independence will be contained in the Proxy Statement referred to in “Item 10. Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K. Such information is incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information relating to principal accounting fees and services will be contained in the Proxy Statement referred to in “Item 10. Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K. Such information is incorporated by reference herein.
61
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K.
1. The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.
2. The following financial statement schedulesschedule should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.
Pages in this Annual Report on Form 10-K | |||||
| Schedule III – Real Estate and Accumulated Depreciation as of | |||||
| December 31, | 63-64 | ||||
All other financial statement schedules are omitted because they are not applicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto.
62
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE III | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F | COLUMN G | COLUMN H | COLUMN I | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amount at Which | Life on which Depreciation in Latest Income Statement is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company(1) | Costs Capitalized Subsequent to Acquisition | Carried at Close of Period | Accumulated Depreciation and Amortization | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Buildings and Leasehold Improvements | Buildings and Leasehold Improvements | Development and Construction In Progress | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date of Construction | Date Acquired(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances(2) | Land | Land | Total(3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park I | $ | — | $ | 1,647 | $ | 8,953 | $ | 90,499 | $ | 1,647 | $ | 87,988 | $ | 11,464 | $ | 101,099 | $ | 41,036 | 1959 | 1992 | 3-39 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park II | 202,544 | 3,127 | 1,467 | 390,067 | 3,127 | 390,090 | 1,444 | 394,661 | 122,234 | 2009 | 1992 | 3-40 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Alexander apartment tower | 94,000 | — | — | 119,112 | — | 119,112 | — | 119,112 | 24,499 | 2016 | 1992 | 3-39 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rego Park III | — | 779 | — | 8,256 | 779 | 526 | 7,730 | 9,035 | 361 | N/A | 1992 | 5-15 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Flushing | — | — | 1,660 | (107) | — | 1,553 | — | 1,553 | 1,205 | 1975(4) | 1992 | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lexington Avenue | 800,000 | 14,432 | 12,355 | 417,179 | 27,497 | 415,256 | 1,213 | 443,966 | 181,222 | 2003 | 1992 | 9-39 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TOTAL | $ | 1,096,544 | $ | 19,985 | $ | 24,435 | $ | 1,025,006 | $ | 33,050 | $ | 1,014,525 | $ | 21,851 | $ | 1,069,426 | $ | 370,557 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) Initial cost is as of May 15, 1992 (the date on which the Company commenced its real estate operations). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (2) Excludes deferred debt issuance costs, net of $6,931. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) The net basis of the Company’s assets and liabilities for tax purposes is approximately $144,100 lower than the amount reported for financial statement purposes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) Represents the date the lease was acquired. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
63
| ALEXANDER’S, INC. AND SUBSIDIARIES | ||||||||||||||||
| SCHEDULE II | ||||||||||||||||
| VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | ||||||||||||
| Description | Balance at Beginning of Year | Additions: Charged Against Operations | Deductions: Uncollectible Accounts Written Off | Balance | ||||||||||||
| Allowance for doubtful accounts: | ||||||||||||||||
| Year Ended December 31, 2017 | $ | 1,473 | $ | 53 | $ | (25 | ) | $ | 1,501 | |||||||
| Year Ended December 31, 2016 | $ | 918 | $ | 557 | $ | (2 | ) | $ | 1,473 | |||||||
| Year Ended December 31, 2015 | $ | 1,544 | $ | (314 | ) | $ | (312 | ) | $ | 918 | ||||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | ||||||||||||||||||||
| SCHEDULE III | ||||||||||||||||||||
| REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||
| December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| REAL ESTATE: | ||||||||||||||||||||
| Balance at beginning of period | $ | 1,071,043 | $ | 1,041,342 | $ | 1,027,691 | ||||||||||||||
| Changes during the period: | ||||||||||||||||||||
| Land | (11,921) | — | — | |||||||||||||||||
| Buildings and leasehold improvements | 5,842 | 31,134 | 5,579 | |||||||||||||||||
| Development and construction in progress | 10,090 | (557) | 8,072 | |||||||||||||||||
| 1,075,054 | 1,071,919 | 1,041,342 | ||||||||||||||||||
| Less: Fully depreciated assets | (5,628) | (876) | — | |||||||||||||||||
| Balance at end of period | $ | 1,069,426 | $ | 1,071,043 | $ | 1,041,342 | ||||||||||||||
| ACCUMULATED DEPRECIATION: | ||||||||||||||||||||
| Balance at beginning of period | $ | 350,122 | $ | 324,499 | $ | 297,421 | ||||||||||||||
| Additions charged to operating expenses | 26,063 | 26,499 | 27,078 | |||||||||||||||||
| 376,185 | 350,998 | 324,499 | ||||||||||||||||||
| Less: Fully depreciated assets | (5,628) | (876) | — | |||||||||||||||||
| Balance at end of period | $ | 370,557 | $ | 350,122 | $ | 324,499 | ||||||||||||||
64
| ALEXANDER’S, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||||||||
| SCHEDULE III | |||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2017 | |||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||
| COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F | COLUMN G | COLUMN H | COLUMN I | |||||||||||||||||||||||||||||||||
| Gross Amount at Which | Life on which Depreciation in Latest Income Statement is Computed | ||||||||||||||||||||||||||||||||||||||||
| Initial Cost to Company(2) | Costs Capitalized Subsequent to Acquisition | Carried at Close of Period | Accumulated Depreciation and Amortization | ||||||||||||||||||||||||||||||||||||||
Buildings and Leasehold Improvements | Buildings and Leasehold Improvements | Development and Construction In Progress | |||||||||||||||||||||||||||||||||||||||
Date of Construction | Date Acquired(2) | ||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances(1) | Land | Land | Total(3) | |||||||||||||||||||||||||||||||||||||
| New York, NY | |||||||||||||||||||||||||||||||||||||||||
| Rego Park I | $ | 78,246 | $ | 1,647 | $ | 8,953 | $ | 53,390 | $ | 1,647 | $ | 62,268 | $ | 75 | $ | 63,990 | $ | 33,073 | 1959 | 1992 | 3-39 years | ||||||||||||||||||||
| Rego Park II | 256,194 | 3,127 | 1,467 | 388,890 | 3,127 | 390,118 | 239 | 393,484 | 83,963 | 2009 | 1992 | 3-40 years | |||||||||||||||||||||||||||||
| The Alexander apartment tower | — | — | — | 119,112 | — | 119,112 | — | 119,112 | 9,856 | 2016 | 1992 | 3-39 years | |||||||||||||||||||||||||||||
| Rego Park III | — | 779 | — | 3,740 | 779 | 503 | 3,237 | 4,519 | 228 | N/A | 1992 | 5-15 years | |||||||||||||||||||||||||||||
| Flushing | — | — | 1,660 | (107 | ) | — | 1,553 | — | 1,553 | 968 | 1975(4) | 1992 | N/A | ||||||||||||||||||||||||||||
| Lexington Avenue | 850,000 | 14,432 | 12,355 | 416,002 | 27,497 | 415,292 | — | 442,789 | 154,956 | 2003 | 1992 | 9-39 years | |||||||||||||||||||||||||||||
| Paramus, NJ | 68,000 | 1,441 | — | 10,313 | 11,754 | — | — | 11,754 | — | N/A | 1992 | N/A | |||||||||||||||||||||||||||||
| Other Properties | — | 167 | 1,804 | (1,804 | ) | 167 | — | — | 167 | — | N/A | 1992 | N/A | ||||||||||||||||||||||||||||
| TOTAL | $ | 1,252,440 | $ | 21,593 | $ | 26,239 | $ | 989,536 | $ | 44,971 | $ | 988,846 | $ | 3,551 | $ | 1,037,368 | $ | 283,044 | |||||||||||||||||||||||
| (1) Excludes deferred debt issuance costs, net of $12,218. | |||||||||||||||||||||||||||||||||||||||||
| (2) Initial cost is as of May 15, 1992 (the date on which the Company commenced its real estate operations). | |||||||||||||||||||||||||||||||||||||||||
| (3) The net basis of the Company’s assets and liabilities for tax purposes is approximately $199,268 lower than the amount reported for financial statement purposes. | |||||||||||||||||||||||||||||||||||||||||
| (4) Represents the date the lease was acquired. | |||||||||||||||||||||||||||||||||||||||||
| ALEXANDER’S, INC. AND SUBSIDIARIES | ||||||||||||
| SCHEDULE III | ||||||||||||
| REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||||||||||
| (Amounts in thousands) | ||||||||||||
| December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| REAL ESTATE: | ||||||||||||
| Balance at beginning of period | $ | 1,033,551 | $ | 1,029,472 | $ | 993,927 | ||||||
| Changes during the period: | ||||||||||||
| Land | — | — | — | |||||||||
| Buildings and leasehold improvements | 3,046 | 12,464 | 112,538 | |||||||||
| Development and construction in progress | 771 | (6,706 | ) | (65,803 | ) | |||||||
| 1,037,368 | 1,035,230 | 1,040,662 | ||||||||||
| Less: Fully depreciated assets | — | (1,679 | ) | (11,190 | ) | |||||||
| Balance at end of period | $ | 1,037,368 | $ | 1,033,551 | $ | 1,029,472 | ||||||
| ACCUMULATED DEPRECIATION: | ||||||||||||
| Balance at beginning of period | $ | 252,737 | $ | 225,533 | $ | 210,025 | ||||||
| Additions charged to operating expenses | 30,307 | 28,883 | 26,698 | |||||||||
| 283,044 | 254,416 | 236,723 | ||||||||||
| Less: Fully depreciated assets | — | (1,679 | ) | (11,190 | ) | |||||||
| Balance at end of period | $ | 283,044 | $ | 252,737 | $ | 225,533 | ||||||
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES - continued
(b) Exhibits
| Exhibit No. | |||||||||||||||||
| - | Amended and Restated Certificate of Incorporation. Incorporated herein by reference from Exhibit 3.1 to the registrant’s Registration Statement on Form S-3 filed on September 20, 1995 | * | |||||||||||||||
| - | By-laws, as amended. Incorporated herein by reference from Exhibit 3(ii) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 | * | |||||||||||||||
| - | Description of the Alexander’s, Inc. securities registered pursuant to Section 12 of the Securities Exchange Act | *** | |||||||||||||||
| 10.1 | - | 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 Annual Report on Form 10-K for the fiscal year ended July 25, 1992 | * | ||||||||||||||
| - | 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 Annual Report on Form 10-K for the year ended December 31, 1994 | * | |||||||||||||||
| - | 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 quarter ended June 30, 2001, filed on August 2, 2001 | * | |||||||||||||||
| - | |||||||||||||||||
| First 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 quarter ended June 30, 2002, filed on August 7, 2002 | * | ||||||||||||||||
| - | 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 quarter ended June 30, 2002, filed on August 7, 2002 | * | |||||||||||||||
| - | 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 quarter ended June 30, 2002, filed on August 7, 2002 | * | |||||||||||||||
| - | 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 quarter ended June 30, 2002, filed on August 7, 2002 | * | |||||||||||||||
| - | 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 quarter ended June 30, 2002, filed on August 7, 2002 | * | |||||||||||||||
| - | 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, filed on August 7, 2002 | * | |||||||||||||||
| ___________________ | |||||||||||||||||
| * | Incorporated by reference. | ||||||||||||||||
| *** | Filed herewith. | ||||||||||||||||
65
| - | Second Amendment to Real Estate Retention Agreement, dated as of January 1, 2007, by and between Alexander’s, Inc. and Vornado Realty L.P. Incorporated herein by reference from Exhibit 10.64 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 26, 2007 | * | |||||||||||||||
| - | Amendment to 59th Street Real Estate Retention agreement, dated as of January 1, 2007, by and among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. Incorporated herein by reference from Exhibit 10.65 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 26, 2007 | * | |||||||||||||||
| - | First Amendment to Amended and Restated Management and Development Agreement, dated as of July 6, 2005, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.52 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008 | * | |||||||||||||||
| - | Second Amendment to Amended and Restated Management and Development Agreement, dated as of December 20, 2007, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.53 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008 | * | |||||||||||||||
| - | Third Amendment to Real Estate Retention Agreement, dated as of December 20, 2007, by and between Alexander’s, Inc., and Vornado Realty L.P. Incorporated herein by reference from Exhibit 10.55 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008 | * | |||||||||||||||
| - | |||||||||||||||||
| Lease dated as of February 7, 2005, by and between 731 Office One LLC, as Landlord, and Citibank, N.A., as Tenant. Incorporated herein by reference from Exhibit 10.59 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009 | * | ||||||||||||||||
| - | Assignment and Assumption and Consent Agreement, dated as of March 25, 2009, by and between 731 Office One LLC, as Landlord, Citicorp North America, Inc., as Assignor, and Bloomberg L.P., as Assignee. Incorporated herein by reference from Exhibit 10.60 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009 | * | |||||||||||||||
| - | Third Amendment to Amended and Restated Management and Development Agreement, dated as of November 30, 2011, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.49 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012 | * | |||||||||||||||
| - | |||||||||||||||||
| Fourth Amendment to Amended and Restated Management and Development Agreement, dated as of August 1, 2012, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 1, 2012 | * | ||||||||||||||||
| - | Fifth Amendment to Amended and Restated Management and Development Agreement, dated as of December 1, 2012, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.54 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 26, 2013 | * | |||||||||||||||
| - | |||||||||||||||||
| Real Estate Sub-Retention Agreement dated as of February 28, 2014, by and between Alexander’s Management LLC, as Agent, and Vornado Realty L.P., as Sub-Agent. Incorporated herein by reference from Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 5, 2014 | * | ||||||||||||||||
| __________________ | |||||||||||||||||
| * | Incorporated by reference. | ||||||||||||||||
66
| - | Sixth Amendment to Amended and Restated Management and Development Agreement, dated as of March 21, 2014, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 5, 2014 | * | |||||||||||||||
| - | Rego Park II Residential Management and Development Agreement, dated as of March 21, 2014 by and between Alexander’s of Rego Residential LLC and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 5, 2014 | * | |||||||||||||||
| - | Fourth Amendment to Real Estate Retention Agreement, dated December 22, 2014 by and between Alexander’s, Inc. and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10.56 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 17, 2015 | * | |||||||||||||||
| - | Second Amendment to 59th Street Real Estate Retention Agreement, dated December 22, 2014 by and between 731 Retail One LLC, 731 Restaurant LLC, 731 Office Two LLC and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10.57 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 17, 2015 | * | |||||||||||||||
| - | First Amendment to Rego II Real Estate | * | |||||||||||||||
| - | First Amendment to Real-Estate Sub-Retention Agreement, dated December 22, 2014 by and between Alexander’s Management LLC and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10.59 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 17, 2015 | * | |||||||||||||||
| - | |||||||||||||||||
| Loan Agreement, dated as of August 5, 2015, by and between 731 Retail One LLC and 731 Commercial LLC, as Borrower, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Landesbank Baden-Württemberg, New York Branch, as Lenders. Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 2, 2015 | * | ||||||||||||||||
| + | - | Second Amendment of Lease, dated as of the 12th of January 2016 between 731 Office One LLC and Bloomberg L.P. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 2, 2016 | * | ||||||||||||||
| ** | - | ||||||||||||||||
| Form of Alexander’s Inc. 2016 Omnibus Stock Plan Deferred Stock Unit Grant Agreement between the Company and certain employees. Incorporated herein by reference from Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 1, 2016 | * | ||||||||||||||||
| - | Loan Agreement, dated as of June 1, 2017, between 731 Office One LLC, as Borrower, and Deutsche Bank AG, New York Branch and Citigroup Global Markets Realty Corp. collectively, as Lender. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 31, 2017 | * | |||||||||||||||
| - | Amended and Restated Loan and Security Agreement, dated and made effective as of December 12, 2018, by and between Rego II Borrower LLC, as Borrower, and Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.55 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 | * | |||||||||||||||
| __________________ | |||||||||||||||||
| * | Incorporated by reference. | ||||||||||||||||
| ** | Management contract or compensatory agreement. | ||||||||||||||||
| + | Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission under Rule 24b-2. The omitted confidential material has been filed separately. The location of the redacted confidential information is indicated in the exhibit as “redacted.” | ||||||||||||||||
67
| - | Second Amended and Restated Promissory Note, dated December 12, 2018, by and between Rego II Borrower LLC, as Maker, and Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.56 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 | * | |||||||||||||||
| - | Second Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated December 12, 2018, by and between Rego II Borrower LLC, as Mortgagor, and Bank of China, New York Branch, as Mortgagee. Incorporated herein by reference from Exhibit 10.57 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 | * | |||||||||||||||
| - | Amended and Restated Guaranty of Recourse Carveouts, dated December 12, 2018, by Alexander’s, Inc., as Guarantor, to and for the benefit of Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.58 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 | * | |||||||||||||||
| - | Amended and Restated Environmental Indemnity Agreement, dated December 12, 2018, among Rego II Borrower LLC and Alexander’s, Inc., individually or collectively as Indemnitor, in favor of Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.59 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 | * | |||||||||||||||
| - | Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement, dated | * | |||||||||||||||
| - | Waiver and Amendment No. 1 to Loan Agreement, dated October 10, 2019, by and among 731 Retail One LLC and 731 Commercial LLC, as Borrower, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Landesbank Baden-Württemberg, New York Branch, as Lenders. Incorporated herein by reference from Exhibit 10.61 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 18, 2020 | * | |||||||||||||||
| - | First Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, by and between Rego II Borrower LLC, as Borrower and Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 | * | |||||||||||||||
| - | Amendment and Reaffirmation of Guaranty and Environmental Indemnity Agreement, dated February 14, 2020, by and between Alexander’s, Inc., as Guarantor, and Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 | * | |||||||||||||||
| - | Second Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement, dated February 14, 2020, between Bank of China, New York Branch, individually as Lender, Initial A-1 Holder and as the Agent for the Holders, and Alexander’s of Rego Park II Participating Lender LLC, individually as Initial A-2 Holder. Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 | * | |||||||||||||||
| - | Omnibus Amendment to Loan Documents and Reaffirmation of Borrower and Guarantor, dated September 14, 2020, by and between 731 Retail One LLC and 731 Commercial LLC as Borrower, Alexander’s, Inc. as Guarantor, JPMorgan Chase Bank, N.A. as Administrative Agent on behalf of the Lenders, and the Lenders. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 | * | |||||||||||||||
| __________________ | |||||||||||||||||
| * | Incorporated by reference. | ||||||||||||||||
68
| - | Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 14, 2020, by and between 731 Retail One LLC and 731 Commercial LLC as mortgagor and JPMorgan Chase Bank, N.A. as mortgagee and as Administrative Agent for the benefit of the Lenders. Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, | * | |||||||||||||||
| - | * | ||||||||||||||||
| - | Leasing Costs Guaranty, dated September 14, 2020, made by Alexander’s, Inc. as Guarantor to JPMorgan Chase Bank, N.A. as Administrative Agent for the benefit of the Lenders. Incorporated herein by reference from Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 | * | |||||||||||||||
| - | Second Amendment to Amended and Restated Loan and Security Agreement, dated October 23, 2020, by and between Rego II Borrower LLC, as Borrower and Bank of China, New York Branch, as Lender. Incorporated herein by reference from Exhibit 10.53 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 16, 2021 | * | |||||||||||||||
| - | Subsidiaries of Registrant | *** | |||||||||||||||
| - | Consent of Independent Registered Public Accounting Firm | *** | |||||||||||||||
| - | Rule 13a-14 (a) Certification of the Chief Executive Officer | *** | |||||||||||||||
| - | Rule 13a-14 (a) Certification of the Chief Financial Officer | *** | |||||||||||||||
| - | Section 1350 Certification of the Chief Executive Officer | *** | |||||||||||||||
| - | Section 1350 Certification of the Chief Financial Officer | *** | |||||||||||||||
| - | *** | ||||||||||||||||
| - | *** | ||||||||||||||||
| __________________ | |||||||||||||||||
| * | |||||||||||||||||
| Incorporated by reference. | |||||||||||||||||
| *** | Filed herewith. | ||||||||||||||||
69
ITEM 16. FORM 10-K SUMMARY
None.
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February | By: | /s/ | |||||||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||||||||||||||
| By: | /s/Steven Roth | Chairman of the Board of Directors and | February 14, 2022 | |||||||||||||||||||||||
| (Steven Roth) | Chief Executive Officer | |||||||||||||||||||||||||
| (Principal Executive Officer) | ||||||||||||||||||||||||||
| By: | /s/Gary Hansen | Chief Financial Officer | February 14, 2022 | |||||||||||||||||||||||
| (Gary Hansen) | (Principal Financial and Accounting Officer) | |||||||||||||||||||||||||
| By: | /s/Thomas R. DiBenedetto | Director | February 14, 2022 | |||||||||||||||||||||||
| (Thomas R. DiBenedetto) | ||||||||||||||||||||||||||
| By: | /s/David Mandelbaum | Director | February 14, 2022 | |||||||||||||||||||||||
| (David Mandelbaum) | ||||||||||||||||||||||||||
| By: | ||||||||||||||||||||||||||
| (Mandakini Puri) | ||||||||||||||||||||||||||
| By: | ||||||||||||||||||||||||||
| /s/Wendy Silverstein | Director | February | ||||||||||||||||||||||||
| (Wendy Silverstein) | ||||||||||||||||||||||||||
| By: | /s/Arthur Sonnenblick | Director | February | |||||||||||||||||||||||
| (Arthur Sonnenblick) | ||||||||||||||||||||||||||
| By: | /s/Richard R. West | Director | February | |||||||||||||||||||||||
| (Richard R. West) | ||||||||||||||||||||||||||
| By: | /s/Russell B. Wight Jr. | Director | February | |||||||||||||||||||||||
| (Russell B. Wight | ||||||||||||||||||||||||||
71