☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the Fiscal Year Ended:
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December 31, 2017
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission File Number:
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001-06064
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ALEXANDER’S, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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51-0100517
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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210 Route 4 East, Paramus, New Jersey
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07652
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(201) 587-8541
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1 par value per share
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New York Stock Exchange
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☒
Large Accelerated Filer
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☐ Accelerated Filer
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☐ Non-Accelerated Filer (Do not check if smaller reporting company)
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☐ Smaller Reporting Company
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INDEX
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Item
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Financial Information:
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Page Number
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Part I.
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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Part II.
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5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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6.
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Selected Financial Data
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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8.
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Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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Part III.
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10.
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Directors, Executive Officers and Corporate Governance
(1)
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11.
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Executive Compensation
(1)
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(1)
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13.
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Certain Relationships and Related Transactions, and Director Independence
(1)
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14.
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Principal Accounting Fees and Services
(1)
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Part IV.
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15.
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Exhibits, Financial Statement Schedules
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16.
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Form 10-K Summary
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Signatures
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•
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731 Lexington Avenue, a 1,311,000 square foot multi-use building, comprising the entire block bounded by Lexington Avenue, East 59
th
Street, Third Avenue and East 58
th
Street in Manhattan. The building contains 889,000 and 174,000 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. Bloomberg L.P. (“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 the principal retail tenants;
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•
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Rego Park I, a 343,000 square foot shopping center, located on Queens Boulevard and 63
rd
Road in Queens. The center is anchored by a 195,000 square foot Sears department store, 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;
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•
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Rego Park II, a 609,000 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;
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•
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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;
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•
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Paramus, located at the intersection of Routes 4 and 17 in Paramus, New Jersey, consists of 30.3 acres of land that is leased to IKEA Property, Inc.; and
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•
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Flushing, a 167,000 square foot building, located at Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.
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•
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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.
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•
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financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries;
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business layoffs or downsizing;
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industry slowdowns;
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relocations of businesses;
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changing demographics;
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increased telecommuting and use of alternative work places;
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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);
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infrastructure quality;
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changes in the treatment of the deductibility of state and local taxes; and
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any oversupply of, or reduced demand for, real estate.
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global, national, regional and local economic conditions;
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competition from other available space;
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local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
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•
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how well we manage our properties;
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the development and/or redevelopment of our properties;
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changes in market rental rates;
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the timing and costs associated with property improvements and rentals;
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whether we are able to pass all or portions of any increases in operating costs through to tenants;
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changes in real estate taxes and other expenses;
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whether tenants and users such as customers and shoppers consider a property attractive;
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changes in
consumer preferences adversely affecting retailers and retail store values;
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changes in space utilization by our tenants due to technology, economic conditions and business environment;
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the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
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availability of financing on acceptable terms or at all;
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inflation or deflation;
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fluctuations in interest rates;
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our ability to obtain adequate insurance;
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changes in zoning laws and taxation;
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government regulation;
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consequences of any armed conflict involving, or terrorist attack against, the United States or individual acts of violence in public spaces, including retail centers;
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potential liability under environmental or other laws or regulations;
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natural disasters;
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general competitive factors; and
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climate changes.
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cause Alexander’s to issue additional authorized but unissued common stock or preferred stock;
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classify or reclassify, in one or more series, any unissued preferred stock; and
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set the preferences, rights and other terms of any classified or reclassified stock that Alexander’s issues.
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our financial condition and performance;
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the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
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actual or anticipated quarterly fluctuations in our operating results and financial condition;
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our dividend policy;
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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;
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uncertainty and volatility in the equity and credit markets;
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fluctuations in interest rates;
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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;
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failure to meet analysts’ revenue or earnings estimates;
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speculation in the press or investment community;
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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the extent of institutional investor interest in us;
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the extent of short-selling of our common shares and the shares of our competitors;
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fluctuations in the stock price and operating results of our competitors;
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general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;
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•
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domestic and international economic factors unrelated to our performance;
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•
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changes in tax laws and rules; and
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all other risk factors addressed elsewhere in this Annual Report on Form 10-K.
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Year Ended December 31,
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2017
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2016
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Quarter
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High
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Low
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Dividends
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High
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Low
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Dividends
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First
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$
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441.54
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$
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404.48
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$
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4.25
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$
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405.89
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$
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350.03
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$
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4.00
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Second
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440.50
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406.51
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4.25
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411.53
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364.01
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4.00
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||||||
Third
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436.00
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408.63
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4.25
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450.04
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405.14
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4.00
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Fourth
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436.80
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388.60
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4.25
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451.99
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369.33
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4.00
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2012
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2013
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2014
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2015
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2016
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2017
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||||||||||||
Alexander’s
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$
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100
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$
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103
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$
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142
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$
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129
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$
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149
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$
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144
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S&P 500 Index
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100
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132
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151
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153
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171
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208
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||||||
The NAREIT All Equity Index
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100
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103
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132
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135
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147
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160
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Year Ended December 31,
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||||||||||||||||||
(Amounts in thousands, except per share amounts)
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2017
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2016
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2015
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2014
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2013
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Total revenues
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$
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230,574
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$
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226,936
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$
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207,915
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$
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200,814
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$
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196,459
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Income from continuing operations
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$
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80,509
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$
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86,477
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$
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76,907
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$
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67,396
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$
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54,663
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Income from discontinued operations
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—
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—
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—
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529
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2,252
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|||||
Net income
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$
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80,509
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$
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86,477
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$
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76,907
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$
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67,925
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$
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56,915
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Income per common share:
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||||||||
Income from continuing operations - basic
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$
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15.74
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$
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16.91
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$
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15.04
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$
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13.19
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$
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10.70
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Income from continuing operations - diluted
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15.74
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16.91
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15.04
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13.19
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10.70
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|||||
Net income per common share - basic
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15.74
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16.91
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15.04
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13.29
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11.14
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|||||
Net income per common share - diluted
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15.74
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16.91
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15.04
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13.29
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11.14
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|||||
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Dividends per common share
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$
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17.00
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$
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16.00
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$
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14.00
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$
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13.00
|
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$
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11.00
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||||||||||
Balance sheet data:
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||||||||
Total assets
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$
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1,632,395
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$
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1,451,230
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$
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1,447,808
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$
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1,418,392
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$
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1,454,478
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Real estate, at cost
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1,037,368
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1,033,551
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1,029,472
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993,927
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|
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919,576
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|||||
Accumulated depreciation and amortization
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283,044
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252,737
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225,533
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210,025
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185,375
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|||||
Mortgages payable, net of deferred debt issuance costs
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1,240,222
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1,052,359
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1,053,262
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1,027,956
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1,046,713
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|||||
Total equity
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343,955
|
|
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352,845
|
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352,880
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348,399
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333,581
|
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•
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Base Rent – revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent steps and free rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. 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;
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•
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Percentage Rent – revenue arising from retail tenant leases that is contingent upon the sales of tenants exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved);
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•
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Expense Reimbursements – revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective properties. This revenue is recognized in the same periods as the expenses are incurred;
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•
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Parking income – revenue arising from the rental of parking space at our properties. This income is recognized as the service is provided.
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Balance
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Interest Rate
|
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Maturity
(1)
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(Amounts in thousands)
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|
||||||
Rego Park I shopping center (100% cash collateralized)
|
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$
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78,246
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|
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0.35
|
%
|
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Mar. 2018
|
Paramus
|
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68,000
|
|
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2.90
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%
|
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Oct. 2018
|
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Rego Park II shopping center
(2)
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256,194
|
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3.42
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%
|
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Nov. 2018
|
|
731 Lexington Avenue, retail space
(3)
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350,000
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|
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2.78
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%
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Aug. 2022
|
|
731 Lexington Avenue, office space
(4)
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500,000
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|
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2.38
|
%
|
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Jun. 2024
|
|
Total
|
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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%.
|
|
|
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|
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Less than
|
|
One to
|
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Three to
|
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More than
|
||||||||||
(Amounts in thousands)
|
|
Total
|
|
One Year
|
|
Three Years
|
|
Five Years
|
|
Five Years
|
||||||||||||
Contractual obligations (principal and interest)
(1)
:
|
|
|
|
|
|
|
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|
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|
||||||||||||
|
|
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:
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||
|
|
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.
|
|
|
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
|
|
|
|
2017
|
|
2016
|
||||||||||||
|
|
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)
|
|
|
|
|
|
|||||||||||
Variable rate
|
|
$
|
1,106,194
|
|
|
2.75%
|
|
$
|
11,062
|
|
|
$
|
909,901
|
|
|
2.08%
|
Fixed rate
|
|
146,246
|
|
|
1.54%
|
|
—
|
|
|
146,246
|
|
|
1.54%
|
|||
|
|
$
|
1,252,440
|
|
|
2.61%
|
|
$
|
11,062
|
|
|
$
|
1,056,147
|
|
|
2.01%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total effect on diluted earnings per share
|
|
|
|
|
|
$
|
2.16
|
|
|
|
|
|
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 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 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 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 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
|
)
|
•
|
731 Lexington Avenue, a
1,311,000
square foot multi-use building, comprising the entire block bounded by Lexington Avenue, East 59
th
Street, Third Avenue and East 58
th
Street in Manhattan. The building contains
889,000
and
174,000
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. Bloomberg L.P. (“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 the principal retail tenants;
|
•
|
Rego Park I, a
343,000
square foot shopping center, located on Queens Boulevard and 63
rd
Road in Queens. The center is anchored by a
195,000
square foot Sears department store, 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;
|
•
|
Rego Park II, a
609,000
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;
|
•
|
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
;
|
•
|
Paramus, located at the intersection of Routes 4 and 17 in Paramus, New Jersey, consists of
30.3
acres of land that is leased to IKEA Property, Inc.; and
|
•
|
Flushing, a
167,000
square foot building, located at Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.
|
•
|
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.
|
(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
|
|
|
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
|
|
|
|
|
|
|
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%.
|
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
|
||
Year Ending December 31,
|
|
Amount
|
||
2018
|
|
$
|
402,440
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
350,000
|
|
|
Thereafter
|
|
500,000
|
|
|
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
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
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.
|
|
|
|
|
PRINCIPAL OCCUPATION, POSITION AND OFFICE
|
Name
|
|
Age
|
|
(Current and during past five years with the Company unless otherwise stated)
|
Steven Roth
|
|
76
|
|
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.
|
Matthew Iocco
|
|
47
|
|
Chief Financial Officer since April 2017; Executive Vice President - Chief Accounting Officer of Vornado Realty Trust since May 2015; and Senior Vice President - Chief Accounting Officer of Vornado Realty Trust from May 2012 to May 2015.
|
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
|
|
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,
|
||||||||||
|
|
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
|
|
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
|
*
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|
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|
|
|
|
|
|
-
|
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
|
*
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|
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|
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|
|
10.1
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|
-
|
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
|
*
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|
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|
|
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-
|
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
|
*
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|
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|
|
|
|
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-
|
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
|
*
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-
|
Lease dated as of October 2, 2001 by and between ALX of Paramus LLC, as Landlord, and IKEA Property, Inc. as Tenant. Incorporated herein by reference from Exhibit 10(v)(C)(4) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2001, filed on March 13, 2002
|
*
|
|
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-
|
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
|
*
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|
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|
|
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|
-
|
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
|
*
|
|
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|
|
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-
|
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
|
*
|
|
|
|
|
|
|
|
|
|
-
|
Reimbursement Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., 731 Commercial LLC, 731 Residential LLC and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10(i)(C)(8) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002
|
*
|
|
|
|
|
|
___________________
|
|
|
|
*
|
|
Incorporated by reference.
|
|
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|
|
ALEXANDER’S, INC.
|
|
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|
(Registrant)
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|
|
Date: February 12, 2018
|
By:
|
|
/s/ Matthew Iocco
|
|
|
|
|
|
Matthew Iocco, Chief Financial Officer
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|||
|
|
|
|
|
|
|
|
|
By:
|
/s/Steven Roth
|
|
Chairman of the Board of Directors and
|
|
February 12, 2018
|
|||
|
|
(Steven Roth)
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Matthew Iocco
|
|
Chief Financial Officer
|
|
February 12, 2018
|
|||
|
|
(Matthew Iocco)
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Thomas R. DiBenedetto
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(Thomas R. DiBenedetto)
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
By:
|
/s/David Mandelbaum
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(David Mandelbaum)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Wendy Silverstein
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(Wendy Silverstein)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Arthur Sonnenblick
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(Arthur Sonnenblick)
|
|
|
|
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|
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|
|
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|
|
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|
|
|
By:
|
/s/Richard R. West
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(Richard R. West)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Russell B. Wight Jr.
|
|
Director
|
|
February 12, 2018
|
|||
|
|
(Russell B. Wight Jr)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Pretax income from continuing operations
|
|
$
|
80,512
|
|
|
$
|
86,525
|
|
|
$
|
76,915
|
|
|
$
|
67,055
|
|
|
$
|
54,503
|
|
|
|
Fixed charges
|
|
|
31,723
|
|
|
|
22,490
|
|
|
|
25,974
|
|
|
|
32,920
|
|
|
|
44,789
|
|
|
|
Capitalized interest
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,486
|
)
|
|
|
(603
|
)
|
|
|
—
|
|
|
|
|
Total earnings - Numerator
|
|
$
|
112,235
|
|
|
$
|
109,015
|
|
|
$
|
101,403
|
|
|
$
|
99,372
|
|
|
$
|
99,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interest and debt expense
|
|
$
|
31,474
|
|
|
$
|
22,241
|
|
|
$
|
24,239
|
|
|
$
|
32,068
|
|
|
$
|
44,540
|
|
|
|
1/3 of rent expense - interest factor
|
|
|
249
|
|
|
|
249
|
|
|
|
249
|
|
|
|
249
|
|
|
|
249
|
|
|
|
Capitalized interest
|
|
|
—
|
|
|
|
—
|
|
|
|
1,486
|
|
|
|
603
|
|
|
|
—
|
|
|
|
|
Total fixed charges - Denominator
|
|
$
|
31,723
|
|
|
$
|
22,490
|
|
|
$
|
25,974
|
|
|
$
|
32,920
|
|
|
$
|
44,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ratio of earnings to fixed charges
|
|
|
3.54
|
|
|
|
4.85
|
|
|
|
3.90
|
|
|
|
3.02
|
|
|
|
2.22
|
|
Name of Subsidiary
|
|
State of Organization
|
|
|
|
Alexander’s of Brooklyn, Inc.
|
|
Delaware
|
Alexander’s Kings Plaza, LLC
|
|
Delaware
|
Alexander’s of Rego Park II, Inc.
|
|
Delaware
|
Alexander’s of Rego Park III, Inc.
|
|
Delaware
|
Alexander’s Rego Shopping Center Inc.
|
|
Delaware
|
Alexander’s of Flushing, Inc.
|
|
Delaware
|
ALX of Paramus LLC
|
|
Delaware
|
Kings Parking, LLC
|
|
Delaware
|
731 Commercial Holding LLC
|
|
Delaware
|
731 Commercial LLC
|
|
Delaware
|
731 Office One Holding LLC
|
|
Delaware
|
731 Office One LLC
|
|
Delaware
|
731 Office Two Holding LLC
|
|
Delaware
|
731 Office Two LLC
|
|
Delaware
|
731 Retail One, LLC
|
|
Delaware
|
731 Restaurant, LLC
|
|
Delaware
|
Alexander’s Management LLC
|
|
Delaware
|
Alexander’s Construction LLC
|
|
Delaware
|
Rego II Borrower LLC
|
|
Delaware
|
Fifty Ninth Street Insurance Company LLC
|
|
Vermont
|
Kings Plaza TEP LLC
|
|
Delaware
|
Alexander's of Rego Residential LLC
|
|
Delaware
|
Alexander's of Rego Park II Participating Lender LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Alexander’s, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
February 12, 2018
|
|
/s/ Steven Roth
|
|
Steven Roth
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Alexander’s, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
February 12, 2018
|
|
/s/ Matthew Iocco
|
|
Matthew Iocco
|
|
Chief Financial Officer
|
|
|
|
||
February 12, 2018
|
|
|
/s/ Steven Roth
|
|
|
|
Name:
|
Steven Roth
|
|
|
|
Title:
|
Chairman of the Board and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
||
February 12, 2018
|
|
|
/s/ Matthew Iocco
|
|
|
|
Name:
|
Matthew Iocco
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|