What changed in this filing

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Item 1. Financial Statements

2022-08-01 compared with 2022-05-02 · 130 added, 72 removed, 261 unchanged (44% of the section changed)

4 unchanged sentences

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

ASSETS March 31, 2022 December 31, 2021

ASSETS June 30, 2022 December 31, 2021

Real estate, at cost:

$ 33,050 $ 33,050

Land $ 33,050 $ 33,050

Buildings and leasehold improvements 1,023,598 1,014,525

1,014,877 1,014,525

Development and construction in progress 16,738 21,851

22,586 21,851

Total 1,073,386 1,069,426

3 unchanged sentences

Restricted cash 19,149 19,966

Investments in U.S.

Treasury bills 197,369 —

Tenant and other receivables 4,407 6,385

Receivable arising from the straight-lining of rents 131,509 135,457

Deferred leasing costs, net, including unamortized leasing fees to Vornado of

$ 24,505 and $ 23,943 , respectively

Deferred leasing costs, net, including unamortized leasing fees to Vornado

of $ 23,726 and $ 23,943 , respectively

30,573 31,312

11 unchanged sentences

authorized, 3,000,000 shares;

issued and outstanding, none

issued and outstanding, no ne

Common stock:

17 unchanged sentences

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

Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 2022 2021

Rental revenues $ 49,824 $ 51,388 $ 99,039 $ 107,541

2 unchanged sentences

Depreciation and amortization ( 7,413 ) ( 8,132 ) ( 14,764 ) ( 16,674 )

General and administrative, including management fees to Vornado of

$ 610 and $ 595 , respectively

General and administrative, including management fees to Vornado of $ 610 , $ 595 , $ 1,220 and $ 1,190 , respectively

( 1,916 ) ( 1,823 ) ( 3,385 ) ( 3,366 )

2 unchanged sentences

Interest and debt expense ( 5,482 ) ( 5,086 ) ( 9,897 ) ( 10,226 )

( 4,415 ) ( 5,140 )

Change in fair value of marketable securities — 3,698 — 4,280

Net gain on sale of real estate — 9,124 — 9,124

Net income $ 14,814 $ 25,898 $ 29,346 $ 43,780

6 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 2022 2021

Net income $ 14,814 $ 25,898 $ 29,346 $ 43,780

Other comprehensive income:

Change in fair value of interest rate derivatives 11,727 5,198

Other comprehensive income (loss):

Change in fair value of interest rate derivatives and other 1,924 ( 751 ) 13,651 4,447

Comprehensive income $ 16,738 $ 25,147 $ 42,997 $ 48,227

6 unchanged sentences

Earnings Accumulated

Comprehensive Income Treasury

Stock Total Equity

Shares Amount

For the Three Months Ended June 30, 2022

Balance, March 31, 2022 5,173 $ 5,173 $ 33,415 $ 198,347 $ 19,221 $ ( 368 ) $ 255,788

Net income — — — 14,814 — — 14,814

Dividends paid ($ 4.50 per common share)

— — — ( 23,060 ) — — ( 23,060 )

Change in fair value of interest rate derivatives and other — — — — 1,924 — 1,924

Deferred stock unit grants — — 450 — — — 450

Balance, June 30, 2022 5,173 $ 5,173 $ 33,865 $ 190,101 $ 21,145 $ ( 368 ) $ 249,916

For the Three Months Ended June 30, 2021

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

Net income — — — 25,898 — — 25,898

Dividends paid ($ 4.50 per common share)

— — — ( 23,050 ) — — ( 23,050 )

Change in fair value of interest rate derivatives — — — — ( 751 ) — ( 751 )

Deferred stock unit grants — — 450 — — — 450

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

Capital Retained

Earnings Accumulated

Comprehensive Income (Loss) Treasury

1 unchanged sentence

Shares Amount

Three Months Ended March 31, 2022

For the Six Months Ended June 30, 2022

Balance, December 31, 2021 5,173 $ 5,173 $ 33,415 $ 206,875 $ 7,494 $ ( 368 ) $ 252,589

2 unchanged sentences

— — — ( 46,120 ) — — ( 46,120 )

Change in fair value of interest rate derivatives — — — — 11,727 — 11,727

Balance, March 31, 2022 5,173 $ 5,173 $ 33,415 $ 198,347 $ 19,221 $ ( 368 ) $ 255,788

Three Months Ended March 31, 2021

Change in fair value of interest rate derivatives and other — — — — 13,651 — 13,651

Deferred stock unit grants — — 450 — — — 450

Balance, June 30, 2022 5,173 $ 5,173 $ 33,865 $ 190,101 $ 21,145 $ ( 368 ) $ 249,916

For the Six Months Ended June 30, 2021

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

3 unchanged sentences

Change in fair value of interest rate derivatives — — — — 4,447 — 4,447

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

Deferred stock unit grants — — 450 — — — 450

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

See notes to consolidated financial statements (unaudited).

3 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES 2022 2021

2 unchanged sentences

Depreciation and amortization, including amortization of debt issuance costs 15,587 17,503

Net gain on sale of real estate — ( 9,124 )

Straight-lining of rental income 3,948 5,019

Stock-based compensation expense 450 450

Change in fair value of marketable securities — ( 4,280 )

Changes in operating assets and liabilities:

Tenant and other receivables 610 1,286

Other non-cash adjustments ( 611 ) —

Change in operating assets and liabilities:

Tenant and other receivables, net 1,978 554

Other assets 23,699 ( 16,917 )

5 unchanged sentences

Construction in progress and real estate additions ( 3,800 ) ( 10,086 )

Proceeds from sale of real estate — 9,291

Return of short-term investment — 3,600

Net cash used in investing activities ( 1,158 ) ( 242 )

Purchase of U.S.

Treasury bills ( 197,407 ) —

Net cash (used in) provided by investing activities ( 201,207 ) 2,805

CASH FLOWS FROM FINANCING ACTIVITIES

2 unchanged sentences

Net cash used in financing activities ( 46,128 ) ( 46,145 )

Net increase in cash and cash equivalents and restricted cash 7,967 30,639

Cash and cash equivalents and restricted cash at beginning of period 483,505 449,877

Cash and cash equivalents and restricted cash at end of period $ 491,472 $ 480,516

Net (decrease) increase in cash and cash equivalents ( 154,007 ) 19,179

Cash, cash equivalents and restricted cash at beginning of period 483,505 449,877

Cash, cash equivalents and restricted cash at end of period $ 329,498 $ 469,056

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

28 unchanged sentences

Actual results could differ from those estimates.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year.

Our investments in U.S.

Treasury bills are accounted for as available-for-sale debt instruments and are recorded at fair value in “investments in U.S.

Treasury bills” on our consolidated balance sheet as of June 30, 2022.

See Note 8 - Fair Value Measurements for information on our investments in U.S.

Treasury bills.

We operate in one reportable segment.

Recently Issued Accounting Literature

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.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 establishing Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

Scope (collectively, “ASC 848”).

ASC 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur.

We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

2 unchanged sentences

Revenue Recognition

The following is a summary of revenue sources for the three months ended March 31, 2022 and 2021.

Three Months Ended March 31,

The following is a summary of revenue sources for the three and six months ended June 30, 2022 and 2021.

For the Three Months Ended June 30, For the Six Months Ended June 30,

(Amounts in thousands) 2022 2021 2022 2021

3 unchanged sentences

Rental revenues $ 49,824 $ 51,388 $ 99,039 $ 107,541

The components of lease revenues for the three months ended March 31, 2022 and 2021 are as follows:

Three Months Ended March 31,

(Amounts in thousands) 2022 2021

Fixed lease revenues $ 32,203 $ 33,810

Variable lease revenues 14,605 20,601

Lease revenues $ 46,808 $ 54,411

ALEXANDER’S, INC.

2 unchanged sentences

Revenue Recognition - continued

The components of lease revenues for the three and six months ended June 30, 2022 and 2021 are as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,

(Amounts in thousands) 2022 2021 2022 2021

Fixed lease revenues $ 33,418 $ 32,233 $ 65,621 $ 66,043

Variable lease revenues 14,293 16,671 28,898 37,272

Lease revenues $ 47,711 $ 48,904 $ 94,519 $ 103,315

Bloomberg L.P.

(“Bloomberg”) accounted for revenue of $ 27,518,000 and $ 28,757,000 for the three months ended March 31, 2022 and 2021, respectively, representing approximately 56 % and 51 % of our total revenues in each period, respectively.

(“Bloomberg”) accounted for revenue of $ 55,909,000 and $ 57,513,000 for the six months ended June 30, 2022 and 2021, respectively, representing approximately 56 % and 53 % of our total revenues in each period, respectively.

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

3 unchanged sentences

Related Party Transactions

As of March 31, 2022, Vornado owned 32.4 % of our outstanding common stock.

As of June 30, 2022, 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

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.

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 March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

(Amounts in thousands) 2022 2021 2022 2021

2 unchanged sentences

Leasing fees — 28 1,318 439

Commission on sale of real estate — 300 — 300

Property management, cleaning, engineering and security fees

1,547 1,379 2,816 2,811

As of March 31, 2022, the amounts due to Vornado were $ 1,328,000 for leasing fees;

$ 606,000 for management, property management, cleaning, engineering and security fees;

$ 2,247 $ 2,453 $ 5,537 $ 5,029

As of June 30, 2022, the amounts due to Vornado were $ 837,000 for management, property management, cleaning, engineering and security fees;

and $ 144,000 for development fees.

2 unchanged sentences

and $ 69,000 for leasing fees.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Mortgages Payable

The following is a summary of our outstanding mortgages payable as of March 31, 2022 and December 31, 2021.

The following is a summary of our outstanding mortgages payable as of June 30, 2022 and December 31, 2021.

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

Interest Rate at March 31, 2022 Balance at

(Amounts in thousands) Maturity March 31, 2022 December 31, 2021

Interest Rate at June 30, 2022 Balance as of

(Amounts in thousands) Maturity June 30, 2022 December 31, 2021

First mortgages secured by:

13 unchanged sentences

Maturity represents the extended maturity based on our unilateral right to extend.

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

(2) Interest at LIBOR plus 1.40 % which was swapped to a fixed rate of 1.72 % through May 2025.

(3) Interest at LIBOR plus 1.35 %.

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 2022, we granted each of the members of our Board of Directors 326 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.

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 June 30, 2022, there were 19,796 DSUs outstanding and 485,991 shares were available for future grant under the Plan.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair Value Measurements

1 unchanged sentence

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 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities as well as certain U.S.

Treasury securities that are highly liquid and are actively traded in secondary markets;

Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data;

3 unchanged sentences

Financial Assets and Liabilities Measured at Fair Value

Financial assets measured at fair value on our consolidated balance sheet as of March 31, 2022 and December 31, 2021 consist of an interest rate swap which is presented in the tables below based on its level in the fair value hierarchy, and an interest rate cap, the fair value of which was insignificant as of March 31, 2022 and December 31, 2021.

There were no financial liabilities measured at fair value as of March 31, 2022 and December 31, 2021.

As of March 31, 2022

Financial assets measured at fair value on our consolidated balance sheet as of June 30, 2022 consist of U.S.

Treasury bills (classified as available-for-sale) and interest rate derivatives, which are presented in the table below based on their level in the fair value hierarchy.

There were no financial liabilities measured at fair value as of June 30, 2022.

As of June 30, 2022

Total Level 1 Level 2 Level 3

(Amounts in thousands)

Interest rate swap (included in other assets) $ 19,253 $ — $ 19,253 $ —

Investments in U.S.

Treasury bills (1)

$ 197,369 $ 197,369 $ — $ —

Interest rate derivatives (included in other assets) 21,970 — 21,970 —

$ 219,339 $ 197,369 $ 21,970 $ —

(1) During the three months ended June 30, 2022, we purchased $ 197,407 of U.S.

Treasury bills with an aggregate face value of $ 200,000 .

As of June 30, 2022, our investments in U.S.

Treasury bills have an aggregate amortized cost of $ 198,018 and have remaining maturities of less than one year.

Financial assets measured at fair value on our consolidated balance sheet as of December 31, 2021 consist of interest rate derivatives, which are presented in the table below based on their level in the fair value hierarchy.

There were no financial liabilities measured at fair value as of December 31, 2021.

As of December 31, 2021

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

Interest rate swap (included in other assets) $ 7,545 $ — $ 7,545 $ —

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair Value Measurements - continued

Interest rate derivatives (included in other assets) $ 7,545 $ — $ 7,545 $ —

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 March 31, 2022 and December 31, 2021.

As of March 31, 2022 As of December 31, 2021

The table below summarizes the carrying amounts and fair values of these financial instruments as of June 30, 2022 and December 31, 2021.

As of June 30, 2022 As of December 31, 2021

(Amounts in thousands) Carrying

3 unchanged sentences

Mortgages payable (excluding deferred debt issuance costs, net) $ 1,096,544 $ 1,053,622 $ 1,096,544 $ 1,064,122

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.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Commitments and Contingencies - continued

Letters of Credit

Approximately $ 900,000 of standby letters of credit were issued and outstanding as of March 31, 2022.

Approximately $ 900,000 of standby letters of credit were issued and outstanding as of June 30, 2022.

In January 2022, New World Mall LLC, the sub-tenant at our Flushing property, exercised its one remaining 10 -year extension option through January 2037.

As a result, we remeasured our related ground lease liability to include our 10 -year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $ 17,000,000 which is included in “other assets” and “other liabilities,” respectively, on our consolidated balance sheet as of March 31, 2022.

There are various other legal actions against us in the ordinary course of business.

There are various legal actions pending 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.

3 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 months ended March 31, 2022 and 2021.

Three Months Ended March 31,

There were no potentially dilutive securities outstanding during the three and six months ended June 30, 2022 and 2021.

For the Three Months Ended June 30, For the Six Months Ended June 30,

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

2022 2021 2022 2021

Net income $ 14,814 $ 25,898 $ 29,346 $ 43,780

6 unchanged sentences

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

and subsidiaries (the “Company”) as of March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information”).

and subsidiaries (the “Company”) as of June 30, 2022, the related consolidated statements of income, comprehensive income, and changes in equity, for the three-month and six-month periods ended June 30, 2022 and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, 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 1, 2022

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