ALEXANDERS INC 10-Q

Item 1. Financial Statements ALEXANDER’S, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands, except share and per share amounts) ASSETS September 30, 2020 December 31, 2019 Real estate, at cost: Land $ 44,971 $ 44,971 Buildings and leasehold improvements 986,589 984,053 Development and construction in progress 33,437 12,318 Total 1,064,997 1,041,342 Accumulated depreciation and amortization ( 343,984 ) ( 324,499 ) Real estate, net 721,013 716,843 Cash and cash equivalents 355,712 298,063 Restricted cash 14,066 15,914 Marketable securities 3,834 14,409 Tenant and other receivables 6,856 6,092 Receivable arising from the straight-lining of rents 148,070 166,376 Deferred leasing costs, net, including unamortized leasing fees to Vornado of $ 30,073 and $ 32,374 , respectively 38,097 41,123 Other assets 40,257 6,691 $ 1,327,905 $ 1,265,511 LIABILITIES AND EQUITY Mortgages payable, net of deferred debt issuance costs $ 1,066,403 $ 970,961 Amounts due to Vornado 1,178 1,426 Accounts payable and accrued expenses 44,435 31,756 Other liabilities 7,378 7,853 Total liabilities 1,119,394 1,011,996 Commitments and contingencies Preferred stock: $ 1.00 par value per share; authorized, 3,000,000 shares; issued and outstanding, none — — Common stock: $ 1.00 par value per share; authorized, 10,000,000 shares; issued, 5,173,450 shares; outstanding, 5,107,290 shares 5,173 5,173 Additional capital 32,965 32,365 Retained earnings 170,783 216,394 Accumulated other comprehensive loss ( 42 ) ( 49 ) 208,879 253,883 Treasury stock: 66,160 shares, at cost ( 368 ) ( 368 ) Total equity 208,511 253,515 $ 1,327,905 $ 1,265,511 See notes to consolidated financial statements (unaudited). 4 ALEXANDER’S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Amounts in thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 REVENUES Rental revenues $ 43,499 $ 57,760 $ 143,087 $ 170,470 EXPENSES Operating, including fees to Vornado of $ 1,177 , $ 1,310 , $ 3,795 and $ 3,930 respectively ( 22,448 ) ( 23,389 ) ( 63,979 ) ( 66,905 ) Depreciation and amortization ( 7,587 ) ( 7,831 ) ( 23,129 ) ( 23,528 ) General and administrative, including management fees to Vornado of $ 595 and $ 1,785 in each three and nine month period, respectively ( 1,386 ) ( 1,333 ) ( 4,948 ) ( 4,471 ) Total expenses ( 31,421 ) ( 32,553 ) ( 92,056 ) ( 94,904 ) Interest and other income, net 220 2,075 2,473 6,428 Interest and debt expense ( 4,463 ) ( 9,772 ) ( 19,208 ) ( 30,096 ) Change in fair value of marketable securities ( 1,231 ) ( 1,017 ) ( 10,789 ) ( 6,257 ) Net income $ 6,604 $ 16,493 $ 23,507 $ 45,641 Net income per common share - basic and diluted $ 1.29 $ 3.22 $ 4.59 $ 8.92 Weighted average shares outstanding 5,122,206 5,118,698 5,120,490 5,118,030 See notes to consolidated financial statements (unaudited). 5 ALEXANDER’S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Amounts in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income $ 6,604 $ 16,493 $ 23,507 $ 45,641 Other comprehensive (loss) income: Change in fair value of interest rate cap ( 14 ) 22 7 54 Comprehensive income $ 6,590 $ 16,515 $ 23,514 $ 45,695 See notes to consolidated financial statements (unaudited). 6 ALEXANDER’S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (Amounts in thousands, except per share amounts) Additional Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Equity Common Stock Shares Amount Three Months Ended September 30, 2020 Balance, June 30, 2020 5,173 $ 5,173 $ 32,965 $ 187,229 $ ( 28 ) $ ( 368 ) $ 224,971 Net income — — — 6,604 — — 6,604 Dividends paid ($ 4.50 per common share) — — — ( 23,050 ) — — ( 23,050 ) Change in fair value of interest rate cap — — — — ( 14 ) — ( 14 ) Balance, September 30, 2020 5,173 $ 5,173 $ 32,965 $ 170,783 $ ( 42 ) $ ( 368 ) $ 208,511 Three Months Ended September 30, 2019 Balance, June 30, 2019 5,173 $ 5,173 $ 32,365 $ 231,535 $ ( 95 ) $ ( 368 ) $ 268,610 Net income — — — 16,493 — — 16,493 Dividends paid ($ 4.50 per common share) — — — ( 23,034 ) — — ( 23,034 ) Change in fair value of interest rate cap — — — — 22 — 22 Balance, September 30, 2019 5,173 $ 5,173 $ 32,365 $ 224,994 $ ( 73 ) $ ( 368 ) $ 262,091 Additional Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Equity Common Stock Shares Amount Nine Months Ended September 30, 2020 Balance, December 31, 2019 5,173 $ 5,173 $ 32,365 $ 216,394 $ ( 49 ) $ ( 368 ) $ 253,515 Net income — — — 23,507 — — 23,507 Dividends paid ($ 13.50 per common share) — — — ( 69,118 ) — — ( 69,118 ) Change in fair value of interest rate cap — — — — 7 — 7 Deferred stock unit grants — — 600 — — — 600 Balance, September 30, 2020 5,173 $ 5,173 $ 32,965 $ 170,783 $ ( 42 ) $ ( 368 ) $ 208,511 Nine Months Ended September 30, 2019 Balance, December 31, 2018 5,173 $ 5,173 $ 31,971 $ 248,443 $ ( 127 ) $ ( 368 ) $ 285,092 Net income — — — 45,641 — — 45,641 Dividends paid ($ 13.50 per common share) — — — ( 69,090 ) — — ( 69,090 ) Change in fair value of interest rate cap — — — — 54 — 54 Deferred stock unit grants — — 394 — — — 394 Balance, September 30, 2019 5,173 $ 5,173 $ 32,365 $ 224,994 $ ( 73 ) $ ( 368 ) $ 262,091 See notes to consolidated financial statements (unaudited). 7 ALEXANDER’S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in thousands) Nine Months Ended September 30, CASH FLOWS FROM OPERATING ACTIVITIES 2020 2019 Net income $ 23,507 $ 45,641 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization, including amortization of debt issuance costs 25,554 27,401 Straight-lining of rental income 18,306 1,950 Write-off of tenant receivables 4,122 — Stock-based compensation 600 394 Change in fair value of marketable securities 10,789 6,257 Dividends received in stock ( 214 ) — Changes in operating assets and liabilities: Tenant and other receivables ( 4,886 ) ( 1,549 ) Other assets ( 33,731 ) 7,957 Amounts due to Vornado ( 697 ) 3,981 Accounts payable and accrued expenses 12,646 8,375 Other liabilities ( 475 ) ( 454 ) Net cash provided by operating activities 55,521 99,953 CASH FLOWS FROM INVESTING ACTIVITIES Construction in progress and real estate additions ( 23,630 ) ( 6,566 ) Net cash used in investing activities ( 23,630 ) ( 6,566 ) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid ( 69,118 ) ( 69,090 ) Debt issuance costs ( 2,680 ) ( 15 ) Proceeds from borrowing 145,708 — Debt repayments ( 50,000 ) — Net cash provided by (used in) financing activities 23,910 ( 69,105 ) Net increase in cash and cash equivalents and restricted cash 55,801 24,282 Cash and cash equivalents and restricted cash at beginning of period 313,977 289,495 Cash and cash equivalents and restricted cash at end of period $ 369,778 $ 313,777 RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of period $ 298,063 $ 283,056 Restricted cash at beginning of period 15,914 6,439 Cash and cash equivalents and restricted cash at beginning of period $ 313,977 $ 289,495 Cash and cash equivalents at end of period $ 355,712 $ 304,229 Restricted cash at end of period 14,066 9,548 Cash and cash equivalents and restricted cash at end of period $ 369,778 $ 313,777 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest $ 17,959 $ 26,898 NON-CASH TRANSACTIONS Liability for real estate additions, including $ 456 and $ 18 for development fees due to Vornado in 2020 and 2019, respectively $ 3,622 $ 233 Write-off of fully depreciated assets 457 — Lease liability arising from the recognition of right-of-use asset — 5,428 Reclassification of prepaid real estate taxes to construction in progress for property in redevelopment — 1,466 See notes to consolidated financial statements (unaudited). 8 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization Alexander’s, Inc. (NYSE: ALX) is a real estate investment trust (“REIT”), incorporated in Delaware, engaged in leasing, managing, developing and redeveloping its properties. All references to “we,” “us,” “our,” “Company” and “Alexander’s” refer to Alexander’s, Inc. and its consolidated subsidiaries. We are managed by, and our properties are leased and developed by, Vornado Realty Trust (“Vornado”) (NYSE: VNO). We have seven properties in the greater New York City metropolitan area. 2. COVID-19 Pandemic Our business has been adversely affected by the ongoing COVID-19 pandemic. In March 2020, our “non-essential” retail tenants were ordered to temporarily close and although substantially all re-opened in the latter part of June 2020, there are limitations on occupancy and other restrictions that affect their ability to resume full operations. In limited circumstances, we have agreed to and may continue to agree to rent deferrals and abatements for certain of our tenants. We have made the policy election available to us based on the Financial Accounting Standards Board’s (“FASB”) guidance for leases during the COVID-19 pandemic, which allows us to continue recognizing rental revenue for rent deferral agreements and to recognize rent abatements as a reduction to rental revenue in the period granted. See Note 4 - Recently Issued Accounting Literature for additional information. Overall, we have collected approximately 95 % of rent billed for the quarter ended September 30, 2020 ( 96 % including rent deferrals under agreements which generally require repayment in monthly installments over a period of time not to exceed twelve months), including 100 % for our office tenant, approximately 87 % for our retail tenants ( 89 % including rent deferrals) and approximately 97 % for our residential tenants. On September 10, 2020, Century 21, which leases 135,000 square feet at our Rego Park II shopping center ($ 6,400,000 of annual revenue), filed for Chapter 11 bankruptcy. There are $ 1,619,000 of unamortized deferred leasing costs on our consolidated balance sheet related to Century 21 as of September 30, 2020. Based on our assessment of the probability of collecting rent from certain tenants, we have written off as uncollectible $ 3,100,000 and $ 4,122,000 for the three and nine months ended September 30, 2020, respectively, resulting in a reduction of rental revenues during these periods. Of these amounts, $ 2,716,000 in each period is attributable to Century 21. In addition, we have written off receivables arising from the straight-lining of rents related to these tenants of $ 6,590,000 and $ 10,837,000 for the three and nine months ended September 30, 2020, respectively, resulting in a reduction of rental revenues during these periods. Of these amounts, $ 5,919,000 in each period is attributable to Century 21. Prospectively, revenue recognition for these tenants will be based on actual amounts received. 3. 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, 2019, 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, 2020 are not necessarily indicative of the operating results for the full year. We operate in one reportable segment. 9 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 4. Recently Issued Accounting Literature In March 2020, the FASB issued an update (“ASU 2020-04”) establishing Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We are currently evaluating the impact of the guidance and our options related to the practical expedients. In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC Topic 842, Leases (“ASC 842”). The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as lease modifications when total cash flows resulting from the modified contract are “substantially the same or less” than the cash flows in the original contract. Entities making the election will continue to recognize rental revenue on a straight-line basis for qualifying concessions. In limited circumstances, we granted temporary rent deferrals and rent abatements to certain tenants as a result of the COVID-19 pandemic. We have made a policy election in accordance with the Staff Q&A allowing us to not account for these rent concessions as lease modifications. Accordingly, rent abatements are recognized as reductions to “rental revenues” during the period in which they were granted. Rent deferrals result in an increase to “tenant and other receivables” during the deferral period with no impact on rental revenue recognition. For any concessions that do not meet the guidance contained in the Q&A, the modification guidance in accordance with ASC 842 will be applied. See Note 2 - COVID-19 Pandemic for further details. 5. Revenue Recognition Our rental revenues include revenues from the leasing of space to tenants at our properties and revenues from parking and tenant services. We have the following revenue recognition policies: • Lease revenues from the leasing of space to tenants at our properties. Revenues derived from base rent are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the underlying asset is available for use by the lessee. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. Revenues derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred. As lessor, we have elected to combine the lease components (base and variable rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursement of real estate taxes and insurance expenses from our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. • Parking revenue arising from the rental of parking spaces at our properties. This income is recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). • Tenant services is revenue arising from sub-metered electric, elevator and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC 606. The following is a summary of revenue sources for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2020 2019 2020 2019 Lease revenues $ 41,394 $ 55,267 $ 137,479 $ 163,597 Parking revenue 1,106 1,366 3,046 4,222 Tenant services 999 1,127 2,562 2,651 Rental revenues $ 43,499 $ 57,760 $ 143,087 $ 170,470 10 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 5. Revenue Recognition - continued The components of lease revenues for the three and nine months ended September 30, 2020 and 2019 are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2020 2019 2020 2019 Fixed lease revenues $ 33,609 $ 36,025 $ 101,348 $ 107,657 Variable lease revenues 7,785 19,242 36,131 55,940 Lease revenues $ 41,394 $ 55,267 $ 137,479 $ 163,597 Bloomberg accounted for revenue of $ 80,696,000 and $ 81,314,000 for the nine months ended September 30, 2020 and 2019, respectively, representing approximately 56 % and 48 % of our total revenues in each period, respectively. No other tenant accounted for more than 10% of our total revenues. If we were to lose Bloomberg as a tenant, or if Bloomberg were to be unable to fulfill its obligations under its lease, it would adversely affect our results of operations and financial condition. In order to assist us in our continuing assessment of Bloomberg’s creditworthiness, we receive certain confidential financial information and metrics from Bloomberg. In addition, we access and evaluate financial information regarding Bloomberg from other private sources, as well as publicly available data. 6. Related Party Transactions Vornado As of September 30, 2020, Vornado owned 32.4 % of our outstanding common stock. We are managed by, and our properties are leased and developed by, Vornado, pursuant to the agreements described below, which expire in March of each year and are automatically renewable. Management and Development Agreements We pay Vornado an annual management fee equal to the sum of (i) $ 2,800,000 , (ii) 2 % of gross revenue from the Rego Park II shopping center, (iii) $ 0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue and (iv) $ 334,000 , escalating at 3 % per annum, for managing the common area of 731 Lexington Avenue. Vornado is also entitled to a development fee equal to 6 % of development costs, as defined. Leasing and Other Agreements Vornado also provides us with leasing services for a fee of 3 % of rent for the first ten years of a lease term, 2 % of rent for the eleventh through the twentieth year of a lease term, and 1 % of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by tenants. In the event third-party real estate brokers are used, the fees to Vornado increase by 1 % and Vornado is responsible for the fees to the third-party real estate brokers. Vornado is also entitled to a commission upon the sale of any of our assets equal to 3 % of gross proceeds, as defined, for asset sales less than $ 50,000,000 and 1 % of gross proceeds, as defined, for asset sales of $ 50,000,000 or more. We also have agreements with Building Maintenance Services LLC, a wholly owned subsidiary of Vornado, to supervise (i) cleaning, engineering and security services at our 731 Lexington Avenue property and (ii) security services at our Rego Park I and Rego Park II properties and The Alexander apartment tower. The following is a summary of fees to Vornado under the various agreements discussed above. Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2020 2019 2020 2019 Company management fees $ 700 $ 700 $ 2,100 $ 2,100 Development fees 188 — 456 29 Leasing fees 113 1,422 172 4,168 Property management, cleaning, engineering and security fees 1,074 1,239 3,519 3,683 $ 2,075 $ 3,361 $ 6,247 $ 9,980 11 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 6. Related Party Transactions - continued As of September 30, 2020, the amounts due to Vornado were $ 644,000 for management, property management, cleaning, engineering and security fees; $ 524,000 for development fees; and $ 10,000 for leasing fees. As of December 31, 2019, the amounts due to Vornado were $ 795,000 for management, property management, cleaning, engineering and security fees; $ 563,000 for leasing fees; and $ 68,000 for development fees. 7. Marketable Securities As of September 30, 2020 and December 31, 2019, we owned 564,612 and 535,265 common shares, respectively, of The Macerich Company (“Macerich”) (NYSE: MAC). The increase in shares owned was due to a dividend received in stock from Macerich during the three months ended June 30, 2020. As of September 30, 2020 and December 31, 2019, the fair value of these shares was $ 3,834,000 and $ 14,409,000 , respectively, based on Macerich’s closing share price of $ 6.79 per share and $ 26.92 per share, respectively. These shares are presented at fair value as “marketable securities” on our consolidated balance sheets and the gains and losses resulting from the mark-to-market of these securities are recognized in current period earnings. 8. Mortgages Payable On February 14, 2020, we reduced our participation in our Rego Park II shopping center loan to $ 50,000,000 and received cash proceeds of approximately $ 145,000,000 . On September 14, 2020, we amended and extended the $ 350,000,000 mortgage loan on the retail condominium of our 731 Lexington Avenue property. Under the terms of the amendment, we paid down the loan by $ 50,000,000 to $ 300,000,000 , extended the maturity date to August 2025 and guaranteed the interest payments and certain leasing costs. The principal of the loan is non-recourse to us. The interest-only loan remains at the same rate, LIBOR plus 1.40 % ( 1.56 % as of September 30, 2020). On October 23, 2020, we completed a financing of The Alexander apartment tower in the amount of $ 94,000,000 . The interest-only loan has a fixed rate of 2.63 % and matures in November 2027. The following is a summary of our outstanding mortgages payable as of September 30, 2020 and December 31, 2019. We may refinance our maturing debt as it comes due or choose to pay it down. Balance at (Amounts in thousands) Maturity Interest Rate at September 30, 2020 September 30, 2020 December 31, 2019 First mortgages secured by: Paramus Oct. 04, 2021 4.72 % $ 68,000 $ 68,000 731 Lexington Avenue, office condominium (1) Jun. 11, 2024 1.05 % 500,000 500,000 731 Lexington Avenue, retail condominium (2) Aug. 05, 2025 1.56 % 300,000 350,000 Rego Park II shopping center (3) Dec. 12, 2025 1.50 % 202,544 56,836 Total 1,070,544 974,836 Deferred debt issuance costs, net of accumulated amortization of $ 12,701 and $ 14,362 , respectively ( 4,141 ) ( 3,875 ) $ 1,066,403 $ 970,961 (1) Interest at LIBOR plus 0.90 %. Maturity represents the extended maturity based on our unilateral right to extend. (2) Interest at LIBOR plus 1.40 %. (3) Interest at LIBOR plus 1.35 %. The amount of this loan is net of our loan participation of $ 50,000 and $ 195,708 as of September 30, 2020 and December 31, 2019, respectively. 12 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 9. Stock-Based Compensation We account for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Our 2016 Omnibus Stock Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, stock appreciation rights, deferred stock units (“DSUs”) and performance shares, as defined, to the directors, officers and employees of the Company and Vornado. In May 2020, we granted each of the members of our Board of Directors 329 DSUs with a market value of $ 75,000 per grant. The grant date fair value of these awards was $ 56,250 per grant, or $ 450,000 in the aggregate, in accordance with ASC 718. In addition, 876 DSUs, constituting an initial award with a market value of $ 200,000 , were granted to a newly appointed Director. The grant date fair value of this award was $ 150,000 in accordance with ASC 718. The DSUs entitle the holders 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 DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors. As of September 30, 2020, there were 14,916 DSUs outstanding and 490,871 shares were available for future grant under the Plan. 10. Fair Value Measurements ASC Topic 820, Fair Value Measurement (“ASC 820”) defines fair value and establishes a framework for measuring fair value. ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Financial Assets and Liabilities Measured at Fair Value Financial assets measured at fair value on our consolidated balance sheets as of September 30, 2020 and December 31, 2019, consist of marketable securities, which are presented in the table below based on their level in the fair value hierarchy, and an interest rate cap, which fair value was insignificant as of September 30, 2020 and December 31, 2019. There were no financial liabilities measured at fair value as of September 30, 2020 and December 31, 2019. As of September 30, 2020 (Amounts in thousands) Total Level 1 Level 2 Level 3 Marketable securities $ 3,834 $ 3,834 $ — $ — As of December 31, 2019 (Amounts in thousands) Total Level 1 Level 2 Level 3 Marketable securities $ 14,409 $ 14,409 $ — $ — 13 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 10. Fair Value Measurements - continued Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents and mortgages payable. Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities and are classified as Level 1. The fair value of our mortgages payable is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist, and is classified as Level 2. The table below summarizes the carrying amounts and fair values of these financial instruments as of September 30, 2020 and December 31, 2019. As of September 30, 2020 As of December 31, 2019 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash equivalents $ 318,260 $ 318,260 $ 263,688 $ 263,688 Liabilities: Mortgages payable (excluding deferred debt issuance costs, net) $ 1,070,544 $ 1,032,000 $ 974,836 $ 974,000 11. Commitments and Contingencies Insurance We maintain general liability insurance with limits of $ 300,000,000 per occurrence and per property, of which the first $ 1,000,000 includes communicable disease coverage, and all-risk property and rental value insurance coverage with limits of $ 1.7 billion per occurrence, including coverage for acts of terrorism, with sub-limits for certain perils such as floods and earthquakes on each of our properties. Fifty Ninth Street Insurance Company, LLC (“FNSIC”), our wholly owned consolidated subsidiary, acts as a direct insurer for coverage for acts of terrorism, including nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027. Coverage for acts of terrorism (including NBCR acts) is up to $ 1.7 billion per occurrence and in the aggregate. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to FNSIC. For NBCR acts, FNSIC is responsible for a $ 268,000 deductible and 20 % of the balance of a covered loss, and the Federal government is responsible for the remaining 80 % of a covered loss. We are ultimately responsible for any loss incurred by FNSIC. We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism or other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material. Our mortgage loans are non-recourse to us and contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties. Paramus In 2001, we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease contains a purchase option in October 2021 for $ 75,000,000 . The property is encumbered by a $ 68,000,000 interest-only mortgage loan with a fixed rate of 4.72 %, which matures in October 2021. The annual triple-net rent is the sum of $ 700,000 plus the amount of interest 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 $ 60,000,000 . 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. 14 ALEXANDER’S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 11. Commitments and Contingencies - continued Rego Park I Litigation In June 2014, Sears Roebuck and Co. (“Sears”) filed a lawsuit in the Supreme Court of the State of New York against Vornado and us (and certain of our subsidiaries) with regard to the 195,000 square foot store that Sears leased at our Rego Park I property alleging that the defendants are liable for harm that Sears has suffered as a result of (a) water intrusions into the premises, (b) two fires in February 2014 that caused damages to those premises, and (c) alleged violations of the Americans with Disabilities Act in the premises’ parking garage. Sears asserted various causes of actions for damages and sought to compel compliance with landlord’s obligations to repair the premises and to provide security, and to compel us to abate a nuisance that Sears claims was a cause of the water intrusions into its premises. In addition to injunctive relief, Sears sought, among other things, damages of not less than $ 4,000,000 and future damages it estimated would not be less than $ 25,000,000 . In March 2016, Sears withdrew its claim for future damages leaving a remaining claim for property damages, which we estimate to be approximately $ 650,000 based on information provided by Sears. We intend to defend the remaining claim vigorously. The amount or range of reasonably possible losses, if any, is not expected to be greater than $ 650,000 . On October 15, 2018, Sears filed for Chapter 11 bankruptcy relief resulting in an automatic stay of this case. Kings Plaza Transfer Tax In 2012, we sold the Kings Plaza Regional Shopping Center (“Kings Plaza”) and paid real property transfer taxes to New York City in connection with the sale. In 2015, the New York City Department of Finance (“NYC DOF”) issued a Notice of Determination to us assessing an additional New York City real property transfer tax amount, including interest. In 2014, in a case with similar facts, the NYC DOF issued a Notice of Determination to a Vornado joint venture assessing an additional New York City real property transfer tax amount, including interest. In January 2017, a New York City administrative law judge made a determination upholding the Vornado joint venture’s position that such additional real property transfer taxes were not due. On February 16, 2018, the New York City Tax Appeals Tribunal (the “Tribunal”) overturned the January 2017 determination. The Vornado joint venture appealed the Tribunal’s decision to the Appellate Division of the Supreme Court of the State of New York and on April 25, 2019, the Tribunal’s decision was unanimously upheld. The Vornado joint venture filed a motion to reargue the Appellate Division’s decision or for leave to appeal to the New York State Court of Appeals. On December 12, 2019, that motion was denied and the case can no longer be appealed. Based on the precedent of the Tribunal’s decision, we paid the potential additional real property transfer taxes of $ 23,797,000 ($ 15,874,000 of real property transfer tax and $ 7,923,000 of interest) on April 5, 2018. We are currently evaluating our options relating to this matter. Letters of Credit Approximately $ 1,030,000 of standby letters of credit were issued and outstanding as of September 30, 2020. Other There are various other legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material effect on our financial position, results of operations or cash flows. 12. Earnings Per Share The following table sets forth the computation of basic and diluted income per share. Basic income per share is determined using the weighted average shares of common stock outstanding during the period. Diluted income per share is determined using the weighted average shares of common stock outstanding during the period, and assumes all potentially dilutive securities were converted into common shares at the earliest date possible. There were no potentially dilutive securities outstanding during the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands, except share and per share amounts) 2020 2019 2020 2019 Net income $ 6,604 $ 16,493 $ 23,507 $ 45,641 Weighted average shares outstanding – basic and diluted 5,122,206 5,118,698 5,120,490 5,118,030 Net income per common share – basic and diluted $ 1.29 $ 3.22 $ 4.59 $ 8.92 15 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Alexander’s, Inc. Results of Review of Interim Financial Information We have reviewed the accompanying consolidated balance sheet of Alexander’s, Inc. and subsidiaries (the “Company”) as of September 30, 2020, the related consolidated statements of income, comprehensive income and changes in equity, for the three-month and nine-month periods ended September 30, 2020 and 2019, and of cash flows for the nine-month periods ended September 30, 2020 and 2019, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2020, 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, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Basis for Review Results This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. /s/ DELOITTE & TOUCHE LLP New York, New York November 2, 2020 16