Alexander's, Inc. (ALX) Earnings Call Transcript & Summary

Good morning, and welcome to Alexander's, Inc.'s Annual Meeting of Shareholders. I'd now like to introduce our first presenter, Mr. Steven Roth.

Good morning, everyone. We'll begin the meeting now. Will the meeting please come to order? Ladies and gentlemen, I am Steven Roth, Chairman of the Board of Directors of Alexander's, Inc. On behalf of the directors and officers of Alexander's, I am pleased to welcome all of you to our 50th Annual Stockholders' Meeting as a public company. This year, due to the public health and safety concerns of COVID-19, we are using a virtual meeting format with audio only. Our virtual meeting format is accessible to all of our stockholders regardless of physical location, allows you to participate in the meeting, submit questions and comments and vote your shares online prior to the closing of the polls. As we meet today, we are optimistic that we are near the end of the COVID-19 pandemic, a global health and economic crisis of enormous and historic proportion. I hope all of you continue to be safe and healthy and that you are vaccinated or on your way to being vaccinated. At Alexander's, as our first priority, we continue to follow strict protocols and take all measures to protect our employees, our tenants and our communities. We commend and admire the talent and courage of our health care providers who have worked so hard over the past 15 months. During this crisis, our properties have generally remained open in compliance with applicable laws, manned by operating teams who are doing a remarkable job of keeping them safe and sanitized. We are grateful to our team. They have our thanks, and we wish them and everyone good health. I am joined by audio webcast with the following other officers: Matt Iocco, our Chief Financial Officer, Michael Franco, our Senior Vice President; as well as Steven Borenstein, Corporate Secretary of the company, who will serve as Secretary of the meeting. My fellow Board members are participating in the meeting via audio webcast and are available to answer questions as appropriate. Representatives from our registered public accounting firm, Deloitte & Touche, LLP are also on the webcast. As Chair of the meeting, I have adopted an agenda that will govern the order of the business and rules of conduct for the meeting. Copies of the agenda and the rules of conduct are available on the virtual meeting site. Rules of conduct have -- also govern the Q&A session. Mr. Secretary, has the Notice of Meeting duly mailed?

Thank you, Mr. Roth. Joanne Vogel of Broadridge Financial Solutions, Inc. has certified that Broadridge distributed the Notice of Meeting and that it was properly mailed. A copy of the affidavit of mailing is in my possession. I therefore declare that Notice of the Meeting has been duly given.

This document will be identified as having been presented at the meeting. Mr. Secretary, would you please advise us of the number of shares, the holders of which are represented at this meeting?

Mr. Roth, as of their record date at close of business on March 22, 2021, there were 5,107,290 shares of common stock outstanding and entitled to vote at this meeting. Based on last night's voting totals, there are represented at this meeting, the holders of not less than 4,911,354 shares or approximately 96.16% of the shares of the company entitled to vote at the meeting.

I declare a quorum is present, and the meeting is ready for business. Mr. Gary Wozniak has been appointed as Inspector of Election of this meeting. I have before me his signed oath to execute impartially his duties as Inspector. I would like to present the agenda for the meeting. First, I will introduce to you the directors of the directors of the company. Second, we will submit for stockholder consideration the election of 3 Class III directors for a term of 3 years. Third, we will submit for the ratification by stockholders, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. Fourth, we will conduct a question and discussion period regarding the business and the affairs of the company. Questions and comments are welcome pursuant to the procedures set forth in the rules of conduct available on the virtual meeting site. The question-and-answer period will be limited to 15 minutes. Stockholders should limit their questions and comments on items properly brought before the meeting in accordance with the company's bylaws or that otherwise pertain to the company's business and affairs. [Operator Instructions] Questions and comments will be taken in the order received. Fifth, the meeting will be adjourned. During the question-and-answer part of this meeting, I and other Alexander's representatives may make statements that constitute forward-looking statements. These are statements other than historical events or statements of current condition and relate to future events, such as the prospects of our business or a particular property or strategy. Forward-looking statements are not historical facts but instead represent only our best judgment regarding future events, many of which, by their nature, are inherently uncertain and outside our control. It is possible that Alexander's actual results may differ materially from the results indicated in the forward-looking statements. Furthermore, the current COVID-19 pandemic may have an unanticipated impact on our results. For a discussion of some of the factors that could affect Alexander's future results, see our annual report on Form 10-K for the fiscal year ended December 31, 2020, and our quarterly report on Form 10-Q for the quarter ended March 31, 2021. Additionally, I and other Alexander's representatives may make reference to certain non-GAAP financial measures. You can find the presentation of the most directly comparable financial measure calculated in accordance with GAAP and a quantitative reconciliation of the non-GAAP and GAAP financial measures in our 2020 annual report on Form 10-K or our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021. These are posted on our website at www.alx-inc.com. I also ask that when you ask questions, you bear in mind that our responses may be limited in consideration of the requirements of the Securities and Exchange Commission's Regulation FD. Now that the preliminaries are over, I would like to introduce the other members of the Board of Directors of Alexander's present via audio webcast at this virtual stockholder meeting. So they are: Russell B. Wight, Jr., a partner in Interstate Properties; David Mandelbaum, a partner in Interstate Properties; Wendy A. Silverstein, Co-Founder, Silver Eagle Advisory Group; Mandy Puri, an independent private equity consultant; Dr. Richard R. West, Dean Emeritus, Leonard N. Stern School of Business, New York University; Thomas R. DiBenedetto, President of Boston International Group; and Arthur I. Sonnenblick, formerly Senior Managing Director of Cushman & Wakefield, Inc. We will now turn to the nomination for election of 3 Class III directors, each to serve for a term of 3 years and until their respective successors are duly elected and qualified.

Mr. Chairman, I, Michael Franco, nominate David M. Mandelbaum, Arthur I. Sonnenblick and Dr. Richard R. West to serve as Class III directors of Alexander's, Inc. until the Annual Meeting of Stockholders in 2024 and until their respective successors are duly elected and qualified.

Mr. Chairman, I, Matt Iocco, second such nominations.

Thank you, both. No notice of additional nominations having been given, pursuant to Alexander's bylaws, the nominations are closed. The next item on the agenda is the submission for the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. As noted previously, representatives of Deloitte & Touche LLP are here with us today via audio webcast. May I have a motion to submit for ratification the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm with regard to the current fiscal year?

Mr. Chairman, I, Michael Franco, so move.

Mr. Chairman, I, Matt Iocco, second the motion.

Thank you. Polls are now open and will remain open until the conclusion of the question-and-answer period. If you have previously authorized the proxy to vote your shares and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed. If you are a record holder and wish to change your vote or if you have not yet voted using our electronic voting system or by sending a voting -- by sending in a proxy card, you may cast by electronic ballot at proxyvote.com. If you are listening to this meeting via webcast, you will notice a link to the voting site, proxyvote.com, on the bottom right-hand side of your screen. In order to access proxyvote.com, you will need the control number you received with your proxy materials prior to this meeting. If you received your proxy materials by postal mail, the control number can be found next to the label. If you received your proxy materials via e-mail, the control number is included in that email. If you did not indicate the number of shares you intend to vote on your electronic ballot, your electronic ballot will automatically represent a vote in respect of all shares that you are entitled to vote at this meeting. I will now entertain questions and comments while voting is being completed. Please note you may submit questions at any time prior to the end of the Q&A session. In this Q&A, we will do our best to answer as many questions as we can.

Mr. Roth, the first question is, when would be a good time to sell the Macerich shares from the Kings Plaza Mall now?