What changed in this filing

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Item 1. Financial Statements

2021-11-01 compared with 2021-08-02 · 77 added, 80 removed, 361 unchanged (30% of the section changed)

4 unchanged sentences

(Amounts in thousands, except share and per share amounts)

ASSETS June 30, 2021 December 31, 2020

ASSETS September 30, 2021 December 31, 2020

Real estate, at cost:

47 unchanged sentences

(Amounts in thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

3 unchanged sentences

Depreciation and amortization ( 9,008 ) ( 7,587 ) ( 25,682 ) ( 23,129 )

General and administrative, including management fees to Vornado of $ 595 and $ 1,190 in each three and six month period, respectively

General and administrative, including management fees to Vornado of $ 595 and $ 1,785 in each three and nine month period, respectively

( 1,272 ) ( 1,386 ) ( 4,638 ) ( 4,948 )

8 unchanged sentences

Net income per common share - basic and diluted $ 2.22 $ 1.29 $ 10.77 $ 4.59

Weighted average shares outstanding 5,123,255 5,120,548 5,122,733 5,119,623

Weighted average shares outstanding - basic and diluted 5,124,478 5,122,206 5,123,321 5,120,490

See notes to consolidated financial statements (unaudited).

3 unchanged sentences

(Amounts in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Net income $ 11,401 $ 6,604 $ 55,181 $ 23,507

Other comprehensive (loss) income:

Other comprehensive income (loss):

Change in fair value of interest rate derivatives 165 ( 14 ) 4,612 7

10 unchanged sentences

Shares Amount

Three Months Ended June 30, 2021

Balance, March 31, 2021 5,173 $ 5,173 $ 32,965 $ 160,997 $ 4,491 $ ( 368 ) $ 203,258

Three Months Ended September 30, 2021

Balance, June 30, 2021 5,173 $ 5,173 $ 33,415 $ 163,845 $ 3,740 $ ( 368 ) $ 205,805

Net income — — — 11,401 — — 11,401

2 unchanged sentences

Change in fair value of interest rate derivatives — — — — 165 — 165

Deferred stock unit grants — — 450 — — — 450

Balance, September 30, 2021 5,173 $ 5,173 $ 33,415 $ 152,186 $ 3,905 $ ( 368 ) $ 194,311

Three Months Ended September 30, 2020

Balance, June 30, 2020 5,173 $ 5,173 $ 32,965 $ 187,229 $ ( 28 ) $ ( 368 ) $ 224,971

Three Months Ended June 30, 2020

Balance, March 31, 2020 5,173 $ 5,173 $ 32,365 $ 197,932 $ ( 24 ) $ ( 368 ) $ 235,078

Net income — — — 6,604 — — 6,604

2 unchanged sentences

Change in fair value of interest rate derivatives — — — — ( 14 ) — ( 14 )

Deferred stock unit grants — — 600 — — — 600

Balance, June 30, 2020 5,173 $ 5,173 $ 32,965 $ 187,229 $ ( 28 ) $ ( 368 ) $ 224,971

Balance, September 30, 2020 5,173 $ 5,173 $ 32,965 $ 170,783 $ ( 42 ) $ ( 368 ) $ 208,511

Capital Retained

3 unchanged sentences

Shares Amount

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Balance, December 31, 2020 5,173 $ 5,173 $ 32,965 $ 166,165 $ ( 707 ) $ ( 368 ) $ 203,228

4 unchanged sentences

Deferred stock unit grants — — 450 — — — 450

Balance, June 30, 2021 5,173 $ 5,173 $ 33,415 $ 163,845 $ 3,740 $ ( 368 ) $ 205,805

Six Months Ended June 30, 2020

Balance, September 30, 2021 5,173 $ 5,173 $ 33,415 $ 152,186 $ 3,905 $ ( 368 ) $ 194,311

Nine Months Ended September 30, 2020

Balance, December 31, 2019 5,173 $ 5,173 $ 32,365 $ 216,394 $ ( 49 ) $ ( 368 ) $ 253,515

4 unchanged sentences

Deferred stock unit grants — — 600 — — — 600

Balance, June 30, 2020 5,173 $ 5,173 $ 32,965 $ 187,229 $ ( 28 ) $ ( 368 ) $ 224,971

Balance, September 30, 2020 5,173 $ 5,173 $ 32,965 $ 170,783 $ ( 42 ) $ ( 368 ) $ 208,511

See notes to consolidated financial statements (unaudited).

3 unchanged sentences

(Amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES 2021 2020

20 unchanged sentences

Return of short-term investment 3,600 —

Net cash provided by (used in) investing activities 2,805 ( 13,009 )

Net cash used in investing activities ( 1,820 ) ( 23,630 )

CASH FLOWS FROM FINANCING ACTIVITIES

2 unchanged sentences

Proceeds from borrowing

Debt repayments — ( 50,000 )

Net cash (used in) provided by financing activities ( 69,205 ) 23,910

24 unchanged sentences

We are managed by, and our properties are leased and developed by, Vornado Realty Trust (“Vornado”) (NYSE:

We have seven properties in the greater New York City metropolitan area.

COVID-19 Pandemic

Our business has been adversely affected by the ongoing COVID-19 pandemic.

Although substantially all our retail tenants are currently open and operating and previous government restrictions have been lifted, there continue to be economic conditions and other factors that adversely affect the financial health of our retail tenants.

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 for qualifying deferrals and abatements.

Overall, we have collected approximately 97 % of the rent due from our tenants for the quarter ended June 30, 2021, including 100 % from our office tenant, approximately 93 % from our retail tenants, and approximately 98 % from our residential tenants.

As of September 30, 2021, we had seven properties in the greater New York City metropolitan area, including 30.3 acres of land located in Paramus, New Jersey (“Paramus Property”) which we sold in October 2021.

See Note 5 - Real Estate Sales for further details.

Basis of Presentation

5 unchanged sentences

Actual results could differ from those estimates.

The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the operating results for the full year.

The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year.

We operate in one reportable segment.

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.

In March 2020, the Financial Accounting Standards Board (“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.

4 unchanged sentences

In July 2021, the FASB issued an update (“ASU 2021-05”) Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases (“ASC 842”).

ASU 2021-05 improves ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments.

ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments.

ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss.

21 unchanged sentences

We recognize changes in the collectability assessment of our operating leases as adjustments to rental revenues.

During the quarter ended June 30, 2021, there were no changes to our lease collectability assessment.

The following is a summary of revenue sources for the three and six months ended June 30, 2021 and 2020.

Three Months Ended June 30, Six Months Ended June 30,

During the quarter ended September 30, 2021, there were no changes to our lease collectability assessment.

The following is a summary of revenue sources for the three and nine months ended September 30, 2021 and 2020.

Three Months Ended September 30, Nine Months Ended September 30,

(Amounts in thousands) 2021 2020 2021 2020

3 unchanged sentences

Rental revenues $ 48,950 $ 43,499 $ 156,491 $ 143,087

The components of lease revenues for the three and six months ended June 30, 2021 and 2020 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

The components of lease revenues for the three and nine months ended September 30, 2021 and 2020 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(Amounts in thousands) 2021 2020 2021 2020

3 unchanged sentences

Bloomberg L.P.

(“Bloomberg”) accounted for revenue of $ 57,513,000 and $ 53,180,000 for the six months ended June 30, 2021 and 2020, respectively, representing approximately 53 % of our total revenues in each period.

(“Bloomberg”) accounted for revenue of $ 85,057,000 and $ 80,696,000 for the nine months ended September 30, 2021 and 2020, respectively, representing approximately 54 % and 56 % of our total revenues in each period, respectively.

No other tenant accounted for more than 10% of our total revenues.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Sale of Real Estate

Real Estate Sales

On June 4, 2021, we sold a parcel of land in the Bronx, New York (“Bronx Land Parcel”) for $ 10,000,000 .

Net proceeds from the sale were $ 9,291,000 and the financial statement gain was $ 9,124,000 .

We do not expect to pay a special dividend related to this transaction.

Net proceeds from the sale were $ 9,291,000 after closing costs and the financial statement gain was $ 9,124,000 .

On October 4, 2021, we sold our Paramus Property to IKEA Property, Inc.

(“IKEA”), the tenant at the property, for $ 75,000,000 , pursuant to IKEA’s purchase option contained in the lease.

Net proceeds from the sale were $ 4,580,000 after closing costs and the repayment of the $ 68,000,000 mortgage loan.

The financial statement gain was $ 60,826,000 , which will be recognized in the fourth quarter of 2021.

We do not expect to pay a special dividend related to these transactions.

Related Party Transactions

As of June 30, 2021, Vornado owned 32.4 % of our outstanding common stock.

As of September 30, 2021, Vornado owned 32.4 % of our outstanding common stock.

We are managed by, and our properties are leased and developed by, Vornado, pursuant to the agreements described below, which expire in March of each year and are automatically renewable.

7 unchanged sentences

Pursuant to the Sales Agreement, we paid a $ 300,000 sales commission to Vornado in the second quarter of 2021 related to the sale of the Bronx Land Parcel.

In addition, we will pay a $ 750,000 sales commission to Vornado in the fourth quarter of 2021 related to the Paramus Property sale.

We also have agreements with Building Maintenance Services 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 June 30, Six Months Ended June 30,

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related Party Transactions - continued

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

Three Months Ended September 30, Nine Months Ended September 30,

(Amounts in thousands) 2021 2020 2021 2020

6 unchanged sentences

$ 3,489 $ 2,075 $ 8,518 $ 6,247

As of June 30, 2021, the amounts due to Vornado were $ 648,000 for management, property management, cleaning, engineering and security fees;

$ 79,000 for development fees;

and $ 28,000 for leasing fees.

As of September 30, 2021, the amounts due to Vornado were $ 1,291,000 for leasing fees;

$ 692,000 for management, property management, cleaning, engineering and security fees;

and $ 109,000 for development fees.

As of December 31, 2020, the amounts due to Vornado were $ 845,000 for management, property management, cleaning, engineering and security fees;

1 unchanged sentence

and $ 114,000 for leasing fees.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Marketable Securities

As of June 30, 2021 and December 31, 2020, we owned 564,612 common shares of The Macerich Company (“Macerich”) (NYSE:

As of June 30, 2021 and December 31, 2020, the fair value of these shares was $ 10,304,000 and $ 6,024,000 , respectively, based on Macerich’s closing share price of $ 18.25 per share and $ 10.67 per share, respectively.

As of September 30, 2021 and December 31, 2020, we owned 564,612 common shares of The Macerich Company (“Macerich”) (NYSE:

As of September 30, 2021 and December 31, 2020, the fair value of these shares was $ 9,435,000 and $ 6,024,000 , respectively, based on Macerich’s closing share price of $ 16.71 per share and $ 10.67 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.

Mortgages Payable

The following is a summary of our outstanding mortgages payable as of June 30, 2021 and December 31, 2020.

The following is a summary of our outstanding mortgages payable as of September 30, 2021 and December 31, 2020.

We may refinance our maturing debt as it comes due or choose to pay it down.

(Amounts in thousands) Maturity Interest Rate at June 30, 2021 June 30, 2021 December 31, 2020

Interest Rate at September 30, 2021 Balance at

(Amounts in thousands) Maturity September 30, 2021 December 31, 2020

First mortgages secured by:

12 unchanged sentences

$ 1,157,263 $ 1,156,170

(1) On October 4, 2021, the loan was repaid in connection with the sale of the property.

See Note 5 - Real Estate Sales for further details.

(2) 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 % which is subject to an interest rate swap with a fixed rate of 1.72 %.

(3) Interest at LIBOR plus 1.40 % which was swapped to a fixed rate of 1.72 %.

(4) Interest at LIBOR plus 1.35 %.

1 unchanged sentence

On April 7, 2021, we used our participation in this loan to reduce the loan balance to $ 202,544 .

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock-Based Compensation

5 unchanged sentences

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 June 30, 2021, there were 17,188 DSUs outstanding and 488,599 shares were available for future grant under the Plan.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of September 30, 2021, there were 17,188 DSUs outstanding and 488,599 shares were available for future grant under the Plan.

Fair Value Measurements

7 unchanged sentences

Financial Assets and Liabilities Measured at Fair Value

Financial assets measured at fair value on our consolidated balance sheet as of June 30, 2021 consist of marketable securities and an interest rate swap, 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 June 30, 2021.

There were no financial liabilities measured at fair value as of June 30, 2021.

As of June 30, 2021

Financial assets measured at fair value on our consolidated balance sheet as of September 30, 2021 consist of marketable securities and an interest rate swap, 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, 2021.

There were no financial liabilities measured at fair value as of September 30, 2021.

As of September 30, 2021

(Amounts in thousands) Total Level 1 Level 2 Level 3

8 unchanged sentences

Interest rate swap (included in other liabilities) $ 667 $ — $ 667 $ —

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair Value Measurements - continued

Financial Assets and Liabilities not Measured at Fair Value

2 unchanged sentences

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 June 30, 2021 and December 31, 2020.

As of June 30, 2021 As of December 31, 2020

The table below summarizes the carrying amounts and fair values of these financial instruments as of September 30, 2021 and December 31, 2020.

As of September 30, 2021 As of December 31, 2020

(Amounts in thousands) Carrying

4 unchanged sentences

$ 1,164,544 $ 1,130,000 $ 1,164,544 $ 1,130,000

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Commitments and Contingencies

11 unchanged sentences

If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

In 2001, we leased 30.3 acres of land in Paramus, New Jersey to IKEA Property, Inc (“IKEA”).

The lease contains a fixed-price purchase option granting IKEA the right to purchase the property 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 on October 4, 2021.

The annual triple-net rent is the sum of $ 700,000 plus the amount of interest on the mortgage loan.

On May 13, 2021, IKEA exercised its purchase option.

We anticipate closing the sale in the fourth quarter of 2021 and expect to receive net cash proceeds of approximately $ 4,000,000 after repayment of the mortgage loan and closing costs.

We expect to recognize a financial statement gain of approximately $ 60,000,000 .

We do not expect to pay a special dividend related to this transaction.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Commitments and Contingencies - continued

Rego Park I Litigation

8 unchanged sentences

Letters of Credit

Approximately $ 960,000 of standby letters of credit were issued and outstanding as of June 30, 2021.

Approximately $ 960,000 of standby letters of credit were issued and outstanding as of September 30, 2021.

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.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Earnings Per Share

2 unchanged sentences

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 six months ended June 30, 2021 and 2020.

Three Months Ended June 30, Six Months Ended June 30,

There were no potentially dilutive securities outstanding during the three and nine months ended September 30, 2021 and 2020.

Three Months Ended September 30, Nine Months Ended September 30,

(Amounts in thousands, except share and per share amounts)

8 unchanged sentences

We have reviewed the accompanying consolidated balance sheet of Alexander’s, Inc.

and subsidiaries (the “Company”) as of June 30, 2021, the related consolidated statements of income, comprehensive income, and changes in equity, for the three-month and six-month periods ended June 30, 2021 and 2020, and of cash flows for the six-month periods ended June 30, 2021 and 2020, and the related notes (collectively referred to as the “interim financial information”).

and subsidiaries (the “Company”) as of September 30, 2021, the related consolidated statements of income, comprehensive income, and changes in equity, for the three-month and nine-month periods ended September 30, 2021 and 2020, and of cash flows for the nine-month periods ended September 30, 2021 and 2020, 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.

12 unchanged sentences

New York, New York

August 2, 2021

November 1, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements