ALEXANDERS INC - Quarter Report: 2012 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended:

September 30, 2012

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

For the transition period from:

Commission File Number:

001-6064

ALEXANDER’S, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0100517
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

210 Route 4 East, Paramus, New Jersey		07652
(Address of principal executive offices)		(Zip Code)

(201) 587-8541

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). x Yes o No

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

x Large Accelerated Filer

o Accelerated Filer

o Non-Accelerated Filer (Do not check if smaller reporting company)

o Smaller Reporting Company

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

As of October 31, 2012, there were 5,105,936 shares of common stock, par value $1 per share, outstanding.

	ALEXANDER’S, INC.

	INDEX

					Page Number
PART I.		Financial Information

	Item 1.		Financial Statements:

			Consolidated Balance Sheets (Unaudited) as of
				September 30, 2012 and December 31, 2011	3

			Consolidated Statements of Income (Unaudited) for the
				Three and Nine Months Ended September 30, 2012 and 2011	4

			Consolidated Statements of Changes in Equity (Unaudited) for the
				Nine Months Ended September 30, 2012 and 2011	5

			Consolidated Statements of Cash Flows (Unaudited) for the
				Nine Months Ended September 30, 2012 and 2011	6

			Notes to Consolidated Financial Statements (Unaudited)		7

			Report of Independent Registered Public Accounting Firm		14

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

	Item 3.		Quantitative and Qualitative Disclosures about Market Risk		25

	Item 4.		Controls and Procedures		25

PART II.		Other Information

	Item 1.		Legal Proceedings		26

	Item 1A.		Risk Factors		26

	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		26

	Item 3.		Defaults Upon Senior Securities		26

	Item 4.		Mine Safety Disclosures		26

	Item 5.		Other Information		26

	Item 6.		Exhibits		26


Signatures					27

Exhibit Index					28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share and per share amounts)

			September 30,		December 31,
ASSETS			2012		2011
Real estate, at cost:
	Land		$	44,971	$	44,971
	Buildings and leasehold improvements			864,552		860,833
	Development and construction in progress			1,930		1,103
		Total		911,453		906,907
Accumulated depreciation and amortization				(154,717)		(136,460)
Real estate, net				756,736		770,447
Cash and cash equivalents				508,363		506,619
Short-term investments				-		5,000
Restricted cash				89,185		88,769
Accounts receivable, net of allowance for doubtful accounts of $2,306 and $1,039, respectively				3,270		2,552
Receivable arising from the straight-lining of rents				173,043		169,536
Deferred lease and other property costs, net (including unamortized leasing fees to Vornado of
	$40,768 and $42,678, respectively)			55,629		58,244
Deferred debt issuance costs, net of accumulated amortization of $16,250 and $14,638, respectively				6,107		7,470
Assets related to discontinued operations				133,525		137,418
Other assets				39,619		25,252
			$	1,765,477	$	1,771,307


		LIABILITIES AND EQUITY
Mortgages payable			$	1,069,776	$	1,080,932
Amounts due to Vornado				39,794		41,340
Accounts payable and accrued expenses				40,597		34,577
Liabilities related to discontinued operations				250,000		250,000
Other liabilities				1,213		1,213
		Total liabilities		1,401,380		1,408,062

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, 5,105,936 shares			5,173		5,173
Additional capital				32,101		31,801
Retained earnings				321,973		322,201
				359,247		359,175
Treasury stock: 67,514 shares, at cost				(375)		(375)
		Total Alexander’s equity		358,872		358,800
Noncontrolling interest in consolidated subsidiary				5,225		4,445
		Total equity		364,097		363,245
			$	1,765,477	$	1,771,307

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except share and per share amounts)


			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
REVENUES
	Property rentals		$	33,779	$	33,514	$	101,034	$	100,486
	Expense reimbursements			14,863		13,435		41,787		38,202
Total revenues				48,642		46,949		142,821		138,688

EXPENSES
	Operating (including fees to Vornado of $1,146, $917,
		$3,231, and $2,649, respectively)		16,445		14,463		45,184		41,029
	Depreciation and amortization			7,225		7,083		21,577		20,931
	General and administrative (including
		management fees to Vornado of $540 and
		$1,620 in each three and nine-month period)		1,177		1,297		3,895		2,899
Total expenses				24,847		22,843		70,656		64,859

OPERATING INCOME				23,795		24,106		72,165		73,829

	Interest and other income, net			41		67		111		217
	Interest and debt expense			(11,422)		(9,230)		(34,206)		(32,613)
	Income before income taxes			12,414		14,943		38,070		41,433
	Income tax (expense) benefit			(4)		(2)		(62)		80
Income from continuing operations				12,410		14,941		38,008		41,513
Income from discontinued operations				6,938		7,327		20,002		18,762
Net income				19,348		22,268		58,010		60,275
Net income attributable to the noncontrolling interest				(492)		(1,843)		(780)		(1,486)
Net income attributable to Alexander’s			$	18,856	$	20,425	$	57,230	$	58,789

Income per common share – basic and diluted:
	Income from continuing operations		$	2.43	$	2.93	$	7.44	$	8.13
	Income from discontinued operations, net			1.26		1.07		3.76		3.38
	Net income per common share		$	3.69	$	4.00	$	11.20	$	11.51
	Weighted average shares outstanding			5,108,016		5,106,984		5,107,474		5,106,427

Dividends per common share			$	3.75	$	3.00	$	11.25	$	9.00

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in thousands)



												Non-
	Common Stock			Additional		Retained		Treasury		Alexander’s		controlling		Total
	Shares	Amount		Capital		Earnings		Stock		Equity		Interest		Equity
Balance, December 31, 2010	5,173	$	5,173	$	31,501	$	304,055	$	(375)	$	340,354	$	3,422	$	343,776
Net income	-		-		-		58,789		-		58,789		1,486		60,275
Dividends paid	-		-		-		(45,956)		-		(45,956)		-		(45,956)
Distributions	-		-		-		-		-		-		(600)		(600)
Deferred stock unit grant	-		-		300		-		-		300		-		300
Balance, September 30, 2011	5,173	$	5,173	$	31,801	$	316,888	$	(375)	$	353,487	$	4,308	$	357,795


Balance, December 31, 2011	5,173	$	5,173	$	31,801	$	322,201	$	(375)	$	358,800	$	4,445	$	363,245
Net income	-		-		-		57,230		-		57,230		780		58,010
Dividends paid	-		-		-		(57,458)		-		(57,458)		-		(57,458)
Deferred stock unit grant	-		-		300		-		-		300		-		300
Balance, September 30, 2012	5,173	$	5,173	$	32,101	$	321,973	$	(375)	$	358,872	$	5,225	$	364,097


See notes to consolidated financial statements (unaudited).


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

		Nine Months Ended
		September 30,
CASH FLOWS FROM OPERATING ACTIVITIES		2012		2011
Net income		$	58,010	$	60,275
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of debt issuance costs)		28,488		27,614
	Straight-lining of rental income		(3,824)		(9,961)
	Reversal of income tax liability		-		(2,561)
	Stock-based compensation expense		300		300
Change in operating assets and liabilities:
	Accounts receivable, net		(1,083)		1,493
	Other assets		(15,703)		(15,225)
	Amounts due to Vornado		(1,546)		(477)
	Accounts payable and accrued expenses		8,034		6,408
	Income tax liability of taxable REIT subsidiary		22		80
	Other liabilities		(22)		(23)
Net cash provided by operating activities			72,676		67,923

CASH FLOWS FROM INVESTING ACTIVITIES
	Construction in progress and real estate additions		(6,502)		(10,226)
	Proceeds from maturing short-term investments		5,000		23,000
	Restricted cash		(416)		(2,465)
	Purchases of short-term investments		-		(5,000)
Net cash (used in) provided by investing activities			(1,918)		5,309

CASH FLOWS FROM FINANCING ACTIVITIES
	Dividends paid		(57,458)		(45,956)
	Debt repayments		(11,156)		(160,037)
	Debt issuance costs		(400)		(4,269)
	Proceeds from borrowings		-		250,000
	Distributions to the noncontrolling interest		-		(600)
Net cash (used in) provided by financing activities			(69,014)		39,138

Net increase in cash and cash equivalents			1,744		112,370
Cash and cash equivalents at beginning of period			506,619		397,220
Cash and cash equivalents at end of period		$	508,363	$	509,590

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash payments for interest	$	36,058	$	40,528

NON-CASH TRANSACTIONS
	Non-cash additions to real estate included in accounts payable and accrued expenses	$	1,038	$	3,789
	Write-off of fully amortized and depreciated assets	$	648	$	6,510

See notes to consolidated financial statements (unaudited).

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization

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

2. Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Alexander’s and its consolidated subsidiaries. All intercompany amounts have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to current year presentation.

We currently operate in one business segment.

3. Recently Issued Accounting Literature

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Update No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 provides a uniform framework for fair value measurements and related disclosures between GAAP and International Financial Reporting Standards (“IFRS”) and requires additional disclosures, including: (i) quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs, for Level 3 fair value measurements; (ii) fair value of financial instruments not measured at fair value but for which disclosure of fair value is required, based on their levels in the fair value hierarchy; and (iii) transfers between Level 1 and Level 2 of the fair value hierarchy. The adoption of this update on January 1, 2012, did not have a material impact on our consolidated financial statements, but resulted in additional fair value measurement disclosures (see Note 9 - Fair Value Measurements).

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

4. Relationship with Vornado

At September 30, 2012, Vornado owned 32.4% of our outstanding common stock. We are managed by, and our properties are leased and developed by, Vornado, pursuant to the agreements described below which expire in March of each year and are automatically renewable.

Management and Development Agreements

We pay Vornado an annual management fee equal to the sum of (i) $3,000,000, (ii) 3% of gross revenue from the Kings Plaza Regional Shopping Center (see Note 5 - Discontinued Operations), (iii) 2% of gross revenue from the Rego Park II Shopping Center, (iv) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue and (v) $264,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.

In addition, Vornado is entitled to a development fee of 6% of development costs, as defined.

Leasing 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. The total of these amounts is payable in annual installments in an amount not to exceed $4,000,000, with interest on the unpaid balance at one-year LIBOR plus 1.0% (2.13% at September 30, 2012).

Other Agreements

We have also entered into agreements with Building Maintenance Services, a wholly owned subsidiary of Vornado, to (i) supervise cleaning, engineering and security services at our Lexington Avenue and Kings Plaza properties (see Note 5 – Discontinued Operations), and (ii) supervise security services at our Rego Park I and Rego Park II properties, for an annual fee of the cost for such services plus 6%.

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

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(Amounts in thousands)		2012		2011		2012		2011
Company management fees		$	750	$	750	$	2,250	$	2,250
Development fees			63		187		438		563
Leasing fees			320		539		1,949		3,819
Property management fees and payments for cleaning, engineering
	and security services		1,369		1,131		3,911		3,264
		$	2,502	$	2,607	$	8,548	$	9,896

At September 30, 2012, we owed Vornado $39,059,000 for leasing fees and $735,000 for management, property management and cleaning fees.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5. Discontinued Operations

On October 21, 2012, we entered into an agreement to sell the Kings Plaza Regional Shopping Center located in Brooklyn, New York, to The Macerich Company (NYSE: MAC) (“MAC”), for $751,000,000. We may elect to receive up to $30,000,000 of the consideration in MAC common shares. Net proceeds from the sale will be approximately $481,000,000, after repaying the existing loan and closing costs. The sale, which is subject to customary closing conditions, is expected to be completed in the fourth quarter. The financial statement gain will be approximately $602,000,000. The tax gain will be approximately $624,000,000, which is expected to be paid out to stockholders as a special long-term capital gain dividend.

We have reclassified the revenues and expenses of the Kings Plaza Regional Shopping Center to “income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all of the periods presented in the accompanying financial statements. The tables below set forth the assets and liabilities related to discontinued operations at September 30, 2012 and December 31, 2011 and their combined results of operations for the three and nine months ended September 30, 2012 and 2011.

			Assets Related to			Liabilities Related to
		Discontinued Operations as of				Discontinued Operations as of
			September 30,		December 31,		September 30,		December 31,
(Amounts in thousands)			2012		2011		2012		2011
Kings Plaza Regional Shopping Center		$	133,525	$	137,418	$	250,000	$	250,000


		Three Months				Nine Months
		Ended September 30,				Ended September 30,
(Amounts in thousands)			2012		2011		2012		2011
Total revenues		$	17,518	$	17,788	$	50,601	$	50,957
Total expenses⁽¹⁾			10,580		10,461		30,599		32,195
Income from discontinued operations		$	6,938	$	7,327	$	20,002	$	18,762
___________________
(1)	Includes fees to Vornado of $433 and $424 for the three months ended September 30, 2012 and 2011, respectively, and $1,310 and $1,245 for the nine months ended September 30, 2012 and 2011, respectively.

6. Significant Tenants

Bloomberg L.P. (“Bloomberg”) accounted for $64,651,000 and $63,289,000, or 45% and 46% of our Total Revenues in the nine-month periods ended September 30, 2012 and 2011, respectively. No other tenant accounted for more than 10% of our consolidated revenues. If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it would adversely affect our results of operations and financial condition. We receive and evaluate certain confidential financial information and metrics from Bloomberg on a semi-annual basis. In addition, we access and evaluate financial information regarding Bloomberg from private sources, as well as publicly available data.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Mortgages Payable

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 at maturity.

					Balance at
			Interest Rate at		September 30,		December 31,
(Amounts in thousands)		Maturity	September 30, 2012		2012		2011
First mortgage, secured by the Rego Park I
	Shopping Center (100% cash collateralized)	Mar. 2013	0.50	%	$	78,246	$	78,246
First mortgage, secured by the office space
	at the Lexington Avenue property	Feb. 2014	5.33	%		330,629		339,890
First mortgage, secured by the retail space
	at the Lexington Avenue property⁽¹⁾	Jul. 2015	4.93	%		320,000		320,000
First mortgage, secured by the Paramus property		Oct. 2018	2.90	%		68,000		68,000
First mortgage, secured by the
	Rego Park II Shopping Center⁽²⁾	Nov. 2018	2.06	%		272,901		274,796
					$	1,069,776	$	1,080,932
___________________
(1)	In the event of a substantial casualty, as defined, up to $75,000 of this loan may become recourse to us.
(2)	This loan bears interest at LIBOR plus 1.85%.

8. Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Our 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.

In May 2012, the Company granted each of the members of its Board of Directors 129 DSUs with a grant date fair value of $37,500 per grant, or $300,000 in the aggregate. The DSUs entitle the holder to receive shares of the Company’s common stock without the payment of any consideration. The DSUs vested immediately and accordingly were expensed on the date of grant, but the shares of common stock underlying the units are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

9. Fair Value Measurements

Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures (“ASC 820”) defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). 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 in our consolidated financial statements at December 31, 2011 consist of short-term investments (investments in Certificate of Deposit Account Registry Services “CDARS”) classified as available-for-sale and are presented in the table below based on their level in the fair value hierarchy. There were no financial assets measured at fair value at September 30, 2012 and there were no financial liabilities measured at fair value at September 30, 2012 and December 31, 2011.

		As of December 31, 2011
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Short-term investments	$	5,000	$	5,000	$	-	$	-

Financial Assets and Liabilities not Measured at Fair Value

Financial liabilities that are not measured at fair value in our consolidated financial statements consist of our mortgages payable. The fair value of our mortgages payable is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist. The fair value of our mortgages payable is classified as Level 2. As of September 30, 2012 and December 31, 2011, the estimated fair value of our mortgages payable was $1,136,000,000. 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. All financial assets, if any, were measured at fair value at September 30, 2012 and December 31, 2011.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10. Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and all-risk property and rental value insurance coverage with limits of $1.7 billion per occurrence, including coverage for terrorist acts, with sub-limits for certain perils such as floods and earthquakes on each of our properties.

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 2007. Coverage for acts of terrorism (including NBCR acts) is up to $1.7 billion per occurrence. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies with no exposure to FNSIC. For NBCR acts, FNSIC is responsible for a $275,000 deductible and 15% of the balance of a covered loss and the Federal government is responsible for the remaining 85% of a covered loss. We are ultimately responsible for any loss borne by FNSIC.

There can be no assurance that we will be able to maintain similar levels of insurance coverage in the future in amounts and on terms that are commercially reasonable. We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our mortgage loans are non-recourse to us, except for $75,000,000 of the $320,000,000 mortgage on our 731 Lexington Avenue property, in the event of a substantial casualty, as defined. Our mortgage loans contain customary covenants requiring us to maintain insurance. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties.

Flushing Property

In 2002 Flushing Expo, Inc. (“Expo”) agreed to purchase the stock of the entity which owns the Flushing property from us (“Purchase of the Property”) and gave us a non-refundable deposit of $1,875,000. Pursuant to a stipulation of settlement, we settled the action Expo brought against us regarding the Purchase of the Property and in June 2011, deposited the settlement amount with the Court, in exchange for which we received a stipulation of discontinuance, with prejudice, as well as general releases. In November 2011, Expo filed another action, this time against our tenant at the Flushing property asserting, among other things, that such tenant interfered with Expo’s Purchase of the Property from us and sought $50,000,000 in damages from our tenant, who sought indemnification from us for such amount. In August 2012, the Court entered judgment denying Expo’s claim for damages. Expo has appealed the Court’s decision and filed a motion to re-argue the decision. We believe, after consultation with counsel, that the amount or range of reasonably possible losses, if any, cannot be estimated.

Environmental Remediation

In July 2006, we discovered an oil spill at our Kings Plaza Regional Shopping Center. We have notified the New York State Department of Environmental Conservation (“NYSDEC”) about the spill and have developed a remediation plan. The NYSDEC has approved a portion of the remediation plan and clean up is ongoing. The estimated costs associated with the clean up will aggregate approximately $3,000,000. We have paid $500,000 of such amount and the remainder is covered under our insurance policy.

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10. Commitments and Contingencies - continued

Paramus

In 2001, we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease has a 40-year term with a purchase option in 2021 for $75,000,000. The property is encumbered by a $68,000,000 interest-only mortgage loan with a fixed rate of 2.90%, which matures in October 2018. The annual triple-net rent is the sum of $700,000 plus the amount of debt service on the mortgage loan. If the purchase option is exercised, we will receive net cash proceeds of approximately $7,000,000 and recognize a gain on sale of land of approximately $62,000,000. If the purchase option is not exercised, the triple-net rent for the last 20 years would include debt service sufficient to fully amortize $68,000,000 over the remaining 20-year lease term.

Letters of Credit

Approximately $3,998,000 of standby letters of credit were outstanding as of September 30, 2012.

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 condition, results of operations or cash flows.

11. Earnings Per Share

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 earnings per share. Basic income per share is determined using the weighted average shares of common stock outstanding during the period, including deferred stock units. Diluted income per share is determined using the weighted average shares of common stock outstanding during the period, including deferred stock units, and assumes all potentially dilutive securities were converted into common shares at the earliest date possible. There were no potentially dilutive securities outstanding during the three and nine months ended September 30, 2012 and 2011.

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
(Amounts in thousands, except share and per share amounts)			2012		2011		2012		2011
	Income from continuing operations		$	12,410	$	14,941	$	38,008	$	41,513
	Income from discontinued operations, net of income
		attributable to the noncontrolling interest		6,446		5,484		19,222		17,276
	Net income attributable to common
		stockholders – basic and diluted	$	18,856	$	20,425	$	57,230	$	58,789

	Weighted average shares outstanding – basic and diluted			5,108,016		5,106,984		5,107,474		5,106,427

	Income from continuing operations		$	2.43	$	2.93	$	7.44	$	8.13
	Income from discontinued operations, net			1.26		1.07		3.76		3.38
	Net income per common share – basic and diluted		$	3.69	$	4.00	$	11.20	$	11.51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Alexander’s, Inc.

Paramus, New Jersey

We have reviewed the accompanying consolidated balance sheet of Alexander’s, Inc. and subsidiaries (the “Company”) as of September 30, 2012, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2012 and 2011, and the consolidated statements of changes in equity and cash flows for the nine-month periods ended September 30, 2012 and 2011. These interim financial statements are the responsibility of the Company’s management.

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

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Alexander’s, Inc. and subsidiaries as of December 31, 2011, and the related consolidated statements of income, changes in equity and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2011 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
November 1, 2012

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

Certain statements contained in this Quarterly Report constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results, financial condition, results of operations and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A - Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2011. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly, any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations include a discussion of our consolidated financial statements for the three and nine months ended September 30, 2012 and 2011. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year balances have been reclassified in order to conform to current year presentation.

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2011 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 2 – Summary of Significant Accounting Policies” to the consolidated financial statements included therein. There have been no significant changes to these policies during 2012.

Overview

Alexander’s, Inc. (NYSE: ALX) is a real estate investment trust (“REIT”), incorporated in Delaware, engaged in leasing, managing, developing and redeveloping properties. All references to “we,” “us,” “our,” “Company,” and “Alexander’s”, refer to Alexander’s, Inc. and its consolidated subsidiaries. We are managed by, and our properties are leased and developed by, Vornado Realty Trust (“Vornado”) (NYSE: VNO). We have six properties in the 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 national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population 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.

Quarter Ended September 30, 2012 Financial Results Summary

Net income attributable to common stockholders for the quarter ended September 30, 2012 was $18,856,000, or $3.69 per diluted share, compared to $20,425,000, or $4.00 per diluted share for the quarter ended September 30, 2011. The quarter ended September 30, 2012 includes income from continuing operations of $12,410,000, or $2.43 per diluted share, compared to $14,941,000, or $2.93 per diluted share for the quarter ended September 30, 2011.

Funds from operations attributable to common stockholders (“FFO”) for the quarter ended September 30, 2012 was $27,461,000, or $5.38 per diluted share, compared to $28,849,000, or $5.65 per diluted share for the prior year’s quarter. The quarter ended September 30, 2012 includes FFO from continuing operations of $19,615,000, or $3.84 per diluted share, compared to $21,982,000, or $4.30 per diluted share for the prior year’s quarter.

Nine Months Ended September 30, 2012 Financial Results Summary

Net income attributable to common stockholders for the nine months ended September 30, 2012 was $57,230,000, or $11.20 per diluted share, compared to $58,789,000, or $11.51 per diluted share for the nine months ended September 30, 2011. The nine months ended September 30, 2012 includes income from continuing operations of $38,008,000, or $7.44 per diluted share, compared to $41,513,000, or $8.13 per diluted share for the nine months ended September 30, 2011.

FFO for the nine months ended September 30, 2012 was $82,893,000, or $16.23 per diluted share, compared to $83,749,000, or $16.40 per diluted share for the prior year’s nine months. The nine months ended September 30, 2012 includes FFO from continuing operations of $59,453,000, or $11.64 per diluted share, compared to $62,318,000, or $12.20 per diluted share for the prior year’s nine months.

Overview - continued

Leasing activity, Square Footage and Occupancy

In the nine months ended September 30, 2012 we leased 9,799 square feet at our Rego Park II Shopping Center, that was placed into service, at an average rate of $70.00 per square foot.

The table below reflects the property square footage and occupancy rates of our continuing businesses.

	As of September 30, 2012:
	Total square feet				2,179,000
	Number of properties				6
	Occupancy rate				99.1%

	As of December 31, 2011:
	Total square feet				2,179,000
	Number of properties				6
	Occupancy rate				98.7%

	As of September 30, 2011:
	Total square feet				2,179,000
	Number of properties				6
	Occupancy rate				98.1%

Significant Tenants

Recently Issued Accounting Literature

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Update No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 provides a uniform framework for fair value measurements and related disclosures between accounting principles generally accepted in the United States of America (“GAAP”) and International Financial Reporting Standards (“IFRS”) and requires additional disclosures, including: (i) quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs, for Level 3 fair value measurements; (ii) fair value of financial instruments not measured at fair value but for which disclosure of fair value is required, based on their levels in the fair value hierarchy; and (iii) transfers between Level 1 and Level 2 of the fair value hierarchy. The adoption of this update on January 1, 2012, did not have a material impact on our consolidated financial statements, but resulted in additional fair value measurement disclosures.

Results of Operations – Three Months Ended September 30, 2012 compared to September 30, 2011

Property Rentals

Property rentals were $33,779,000 in the quarter ended September 30, 2012, compared to $33,514,000 in the prior year’s quarter, an increase of $265,000.

Expense Reimbursements

Tenant expense reimbursements were $14,863,000 in the quarter ended September 30, 2012, compared to $13,435,000 in the prior year’s quarter, an increase of $1,428,000. This increase was primarily due to higher real estate taxes and increased occupancy.

Operating Expenses

Operating expenses were $16,445,000 in the quarter ended September 30, 2012, compared to $14,463,000 in the prior year’s quarter, an increase of $1,982,000. This increase was primarily due to higher real estate taxes of $1,334,000 and higher bad debt and other non-reimbursable operating expenses of $502,000.

Depreciation and Amortization

Depreciation and amortization was $7,225,000 in the quarter ended September 30, 2012, compared to $7,083,000 in the prior year’s quarter, an increase of $142,000.

General and Administrative Expenses

General and administrative expenses were $1,177,000 in the quarter ended September 30, 2012, compared to $1,297,000 in the prior year’s quarter, a decrease of $120,000. This decrease was primarily due to a $200,000 write-off of previously capitalized legal costs in the prior year’s quarter.

Interest and Other Income, net

Interest and other income, net was $41,000 in the quarter ended September 30, 2012, compared to $67,000 in the prior year’s quarter, a decrease of $26,000. This decrease was primarily due to lower average yields on investments in the current year’s quarter.

Interest and Debt Expense

Interest and debt expense was $11,422,000 in the quarter ended September 30, 2012, compared to $9,230,000 in the prior year’s quarter, an increase of $2,192,000. This increase was primarily due to a $2,561,000 reversal of previously recognized interest expense related to our income tax liability in the prior year’s quarter, due to the expiration of the applicable statute of limitations.

Income Tax Expense

Income tax expense was $4,000 in the quarter ended September 30, 2012, compared to $2,000 in the prior year’s quarter, an increase of $2,000.

Income from Discontinued Operations

Income from discontinued operations was $6,938,000 in the quarter ended September 30, 2012, compared to $7,327,000 in the prior year’s quarter, a decrease of $389,000. This decrease was primarily due to higher bad debt expense.

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest was $492,000 in the quarter ended September 30, 2012, compared to $1,843,000 in the prior year’s quarter. This decrease was primarily due to our venture partner’s 75% pro-rata share of a true-up in straight-line rental income at our consolidated partially owned entity, the Kings Plaza energy plant joint venture, in the prior year’s quarter.

Results of Operations – Nine Months Ended September 30, 2012 compared to September 30, 2011

Property Rentals

Property rentals were $101,034,000 in the nine months ended September 30, 2012, compared to $100,486,000 in the prior year’s nine months, an increase of $548,000.

Expense Reimbursements

Tenant expense reimbursements were $41,787,000 in the nine months ended September 30, 2012, compared to $38,202,000 in the prior year’s nine months, an increase of $3,585,000. This increase was primarily due to higher real estate taxes, reimbursable operating expenses, and higher occupancy.

Operating Expenses

Operating expenses were $45,184,000 in the nine months ended September 30, 2012, compared to $41,029,000 in the prior year’s nine months, an increase of $4,155,000. This increase was comprised of higher (i) real estate taxes of $2,442,000, (ii) reimbursable operating expenses of $813,000, (iii) non-reimbursable operating expenses of $498,000 and (iv) bad debt expense of $402,000.

Depreciation and Amortization

Depreciation and amortization was $21,577,000 in the nine months ended September 30, 2012, compared to $20,931,000 in the prior year’s nine months, an increase of $646,000.

General and Administrative Expenses

General and administrative expenses were $3,895,000 in the nine months ended September 30, 2012, compared to $2,899,000 in the prior year’s nine months, an increase of $996,000. This increase was primarily due to an $807,000 reversal of a portion of the litigation loss accrual at our Flushing property in the prior year’s nine months.

Interest and Other Income, net

Interest and other income, net was $111,000 in the nine months ended September 30, 2012, compared to $217,000 in the prior year’s nine months, a decrease of $106,000. This decrease was primarily due to lower average yields on investments in the current year’s nine months.

Interest and Debt Expense

Interest and debt expense was $34,206,000 in the nine months ended September 30, 2012, compared to $32,613,000 in the prior year’s nine months, an increase of $1,593,000. This increase was primarily due to (i) a $2,561,000 reversal of previously recognized interest expense related to our income tax liability in the prior year’s nine months, due to the expiration of the applicable statute of limitations, partially offset by (ii) savings of $491,000 from lower average interest rates and (iii) $460,000 from lower average outstanding debt balances.

Income Tax (Expense) Benefit

In the nine months ended September 30, 2012, we had an income tax expense of $62,000, compared to an income tax benefit of $80,000 in the prior year’s nine months, an increase in expense of $142,000. This increase resulted from a true-up of our estimated income tax liability in the prior year’s nine months.

Income from Discontinued Operations

Income from discontinued operations was $20,002,000 in the nine months ended September 30, 2012, compared to $18,762,000 in the prior year’s nine months, an increase of $1,240,000. This increase was primarily due to $2,738,000 of lower interest expense in the current year’s nine months, partially offset by $1,657,000 of income in the prior year’s nine months, resulting from the collection of prior period tenant utility costs.

Results of Operations – Nine Months Ended September 30, 2012 compared to September 30, 2011 - continued

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest was $780,000 in the nine months ended September 30, 2012, compared to $1,486,000 in the prior year’s nine months. This decrease was primarily due to our venture partner’s 75% pro-rata share of a true-up in straight-line rental income at our consolidated partially owned entity, the Kings Plaza energy plant joint venture, in the prior year’s nine months.

Liquidity and Capital Resources

Cash Flows

Property rental income is our primary source of cash flow and is dependent on a number of factors including the occupancy level and rental rates of our properties, as well as our tenants’ ability to pay their rents. Our properties provide us with a relatively consistent stream of cash flow that enables us to pay our operating expenses, interest expense, recurring capital expenditures and cash dividends to stockholders. Other sources of liquidity to fund cash requirements include our existing cash, proceeds from financings secured by our properties, and proceeds from asset sales. We anticipate that cash from operations over the next twelve months, together with existing cash balances, will be adequate to fund our business operations, regular cash dividends to stockholders, debt amortization and maturities, and recurring capital expenditures.

On October 21, 2012, we entered into an agreement to sell the Kings Plaza Regional Shopping Center located in Brooklyn, New York for $751,000,000. We may elect to receive up to $30,000,000 of the consideration in MAC common shares. Net proceeds from the sale of the property will be approximately $481,000,000 after repaying the existing loan and closing costs. The tax gain will be approximately $624,000,000, which is expected to be paid out to stockholders as a special long-term capital gain dividend.

Nine Months Ended September 30, 2012

Cash and cash equivalents were $508,363,000 at September 30, 2012, compared to $506,619,000 at December 31, 2011, an increase of $1,744,000. This increase resulted from $72,676,000 of net cash provided by operating activities, partially offset by $69,014,000 of net cash used in financing activities and $1,918,000 of net cash used in investing activities.

Net cash provided by operating activities was $72,676,000, of which $21,397,000 was related to discontinued operations. Net cash provided by operating activities was comprised of net income of $58,010,000 and adjustments for non-cash items of $24,964,000, partially offset by the net change in operating assets and liabilities of $10,298,000. The adjustments for non-cash items were comprised of (i) depreciation and amortization of $28,488,000 and (ii) stock-based compensation expense of $300,000, partially offset by (iii) straight-lining of rental income of $3,824,000.

Net cash used in investing activities of $1,918,000 was comprised of (i) capital expenditures of $6,502,000 (primarily Rego Park II) and (ii) an increase in restricted cash of $416,000, partially offset by (iii) proceeds from maturing short-term investments of $5,000,000.

Net cash used in financing activities of $69,014,000 was primarily comprised of dividends paid on common stock of $57,458,000 and debt amortization of $11,156,000.

Nine Months Ended September 30, 2011

Cash and cash equivalents were $509,590,000 at September 30, 2011, compared to $397,220,000 at December 31, 2010, an increase of $112,370,000. This increase resulted from $67,923,000 of net cash provided by operating activities, $5,309,000 of net cash provided by investing activities and $39,138,000 of net cash provided by financing activities.

Net cash provided by operating activities was $67,923,000, of which $19,824,000 was related to discontinued operations. Net cash provided by operating activites was comprised of net income of $60,275,000 and adjustments for non-cash items of $15,392,000, partially offset by the net change in operating assets and liabilities of $7,744,000. The adjustments for non-cash items were comprised of (i) depreciation and amortization of $27,614,000, (ii) stock-based compensation expense of $300,000, partially offset by (iii) straight-lining of rental income of $9,961,000 and (iv) a $2,561,000 reversal of a portion of the liability for income taxes as a result of the expiration of the applicable statute of limitations.

Net cash provided by investing activities of $5,309,000 was comprised of (i) proceeds from maturing short-term investments of $23,000,000, partially offset by (ii) capital expenditures of $10,226,000 (primarily Rego Park II), (iii) purchases of short-term investments of $5,000,000, and (iv) an increase in restricted cash of $2,465,000.

Net cash provided by financing activities of $39,138,000 was primarily comprised of (i) $250,000,000 of proceeds from the refinancing of our Kings Plaza property, partially offset by (ii) repayments of borrowings of $160,037,000 (primarily Kings Plaza) and (iii) dividends paid on common stock of $45,956,000.

Liquidity and Capital Resources – continued

Commitments and Contingencies

Insurance

Flushing Property

Environmental Remediation

Paramus

Liquidity and Capital Resources – continued

Commitments and Contingencies – continued

Letters of Credit

Approximately $3,998,000 of standby letters of credit were outstanding as of September 30, 2012.

Other

Funds from Operations (“FFO”)

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items 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 Attributable to Common Stockholders for the Three and Nine Months Ended September 30, 2012 and 2011

FFO attributable to common stockholders for the quarter ended September 30, 2012 was $27,461,000, or $5.38 per diluted share, compared to $28,849,000, or $5.65 per diluted share for the prior year’s quarter. The quarter ended September 30, 2012 includes FFO from continuing operations of $19,615,000, or $3.84 per diluted share, compared to $21,982,000, or $4.30 per diluted share for the prior year’s quarter.

FFO attributable to common stockholders for the nine months ended September 30, 2012 was $82,893,000, or $16.23 per diluted share, compared to $83,749,000, or $16.40 per diluted share for the prior year’s nine months. The nine months ended September 30, 2012 includes FFO from continuing operations of $59,453,000, or $11.64 per diluted share, compared to $62,318,000, or $12.20 per diluted share for the prior year’s nine months.

The following table reconciles our net income to FFO:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Amounts in thousands, except share and per share amounts)	2012		2011		2012		2011
Net income attributable to Alexander’s	$	18,856	$	20,425	$	57,230	$	58,789
Depreciation and amortization of real property		8,605		8,424		25,663		24,960
FFO attributable to common stockholders	$	27,461	$	28,849	$	82,893	$	83,749

FFO attributable to common stockholders per diluted share	$	5.38	$	5.65	$	16.23	$	16.40

Weighted average shares used in computing FFO per diluted share		5,108,016		5,106,984		5,107,474		5,106,427

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

		2012					2011
				Weighted	Effect of 1%				Weighted
		September 30,		Average	Change in		December 31,		Average
(Amounts in thousands, except per share amounts)		Balance		Interest Rate	Base Rates		Balance		Interest Rate
Variable Rate (including $39,059 and $40,728
	due to Vornado, respectively)	$	311,960	2.07%	$	3,120	$	315,524	2.10%
Fixed Rate			796,875	4.49%		-		806,136	4.52%
		$	1,108,835		$	3,120	$	1,121,660

Total effect on diluted earnings per share					$	0.61

The fair value of our mortgages payable is calculated by discounting the future contractual cash flows of these instruments using current risk adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist. As of September 30, 2012 and December 31, 2011, the estimated fair value of our mortgages payable was $1,136,000,000. Our fair value estimates, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

Item 4. Controls and Procedures

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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes in our “Risk Factors” as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ALEXANDER’S, INC.
		(Registrant)




Date: November 1, 2012	By:	/s/ Joseph Macnow
		Joseph Macnow, Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

		EXHIBIT INDEX
Exhibit
No.
10.1			-	First Amendment and Modification of Loan and Security Agreement and Other Loan Documents, dated as of June 20, 2012 by and between Rego II Borrower LLC as Borrower, and the 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, 2012, filed on August 6, 2012	*
10.2	**		-	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

15.1			-	Letter regarding unaudited interim financial information

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

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

32.1			-	Section 1350 Certification of the Chief Executive Officer

32.2			-	Section 1350 Certification of the Chief Financial Officer

101.INS			-	XBRL Instance Document

101.SCH			-	XBRL Taxonomy Extension Schema

101.CAL			-	XBRL Taxonomy Extension Calculation Linkbase

101.DEF			-	XBRL Taxonomy Extension Definition Linkbase

101.LAB			-	XBRL Taxonomy Extension Label Linkbase

101.PRE			-	XBRL Taxonomy Extension Presentation Linkbase
				___________________
			*	Incorporated by reference.
			**	Management contract or compensatory agreement.