What changed in this filing

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Item 1. Financial Statements

2024-05-06 compared with 2023-10-30 · 68 added, 122 removed, 287 unchanged (40% of the section changed)

4 unchanged sentences

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

ASSETS September 30, 2023 December 31, 2022

ASSETS March 31, 2024 December 31, 2023

Real estate, at cost:

7 unchanged sentences

Restricted cash 21,059 21,122

Investments in U.S.

Treasury bills — 266,963

Tenant and other receivables 5,729 6,076

35 unchanged sentences

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2023 2022 2023 2022

For the Three Months Ended March 31,

Rental revenues $ 61,397 $ 52,941

2 unchanged sentences

Depreciation and amortization ( 9,477 ) ( 7,478 )

G eneral and administrative, including management fees to Vornado of $ 610 , $ 610 , $ 1,830 and $ 1,830 , respectively

General and administrative, including management fees to Vornado of $ 610 in each period

( 1,476 ) ( 1,359 )

2 unchanged sentences

Interest and debt expense ( 16,234 ) ( 12,253 )

Net gain on sale of real estate — — 53,952 —

Net income $ 16,109 $ 11,226

6 unchanged sentences

(Amounts in thousands)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2023 2022 2023 2022

For the Three Months Ended March 31,

Net income $ 16,109 $ 11,226

Other comprehensive (loss) income:

Other comprehensive loss:

Change in fair value of interest rate derivatives and other ( 540 ) ( 3,644 )

10 unchanged sentences

Shares Amount

For the Three Months Ended September 30, 2023

Balance, June 30, 2023 5,173 $ 5,173 $ 34,315 $ 201,472 $ 25,052 $ ( 368 ) $ 265,644

Net income — — — 10,754 — — 10,754

Dividends paid ($ 4.50 per common share)

— — — ( 23,088 ) — — ( 23,088 )

Change in fair value of interest rate derivatives — — — — ( 1,486 ) — ( 1,486 )

Balance, September 30, 2023 5,173 $ 5,173 $ 34,315 $ 189,138 $ 23,566 $ ( 368 ) $ 251,824

For the Three Months Ended September 30, 2022

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

Net income — — — 15,109 — — 15,109

Dividends paid ($ 4.50 per common share)

— — — ( 23,072 ) — — ( 23,072 )

Change in fair value of interest rate derivatives and other — — — — 6,393 — 6,393

Balance, September 30, 2022 5,173 $ 5,173 $ 33,865 $ 182,138 $ 27,538 $ ( 368 ) $ 248,346

Capital Retained

Earnings Accumulated

Comprehensive Income Treasury

Stock Total Equity

Shares Amount

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Balance, December 31, 2023 5,173 $ 5,173 $ 34,315 $ 182,336 $ 16,201 $ ( 368 ) $ 237,657

2 unchanged sentences

— — — ( 23,088 ) — — ( 23,088 )

Change in fair value of interest rate derivatives and other — — — — ( 2,020 ) — ( 2,020 )

Deferred stock unit grants — — 450 — — — 450

Balance, September 30, 2023 5,173 $ 5,173 $ 34,315 $ 189,138 $ 23,566 $ ( 368 ) $ 251,824

For the Nine Months Ended September 30, 2022

Change in fair value of interest rate derivatives — — — — ( 540 ) — ( 540 )

Balance, March 31, 2024 5,173 $ 5,173 $ 34,315 $ 175,357 $ 15,661 $ ( 368 ) $ 230,138

For the Three Months Ended March 31, 2023

Balance, December 31, 2022 5,173 $ 5,173 $ 33,865 $ 172,243 $ 25,586 $ ( 368 ) $ 236,499

3 unchanged sentences

Change in fair value of interest rate derivatives and other — — — — ( 3,644 ) — ( 3,644 )

Deferred stock unit grants — — 450 — — — 450

Balance, September 30, 2022 5,173 $ 5,173 $ 33,865 $ 182,138 $ 27,538 $ ( 368 ) $ 248,346

Balance, March 31, 2023 5,173 $ 5,173 $ 33,865 $ 160,397 $ 21,942 $ ( 368 ) $ 221,009

See notes to consolidated financial statements (unaudited).

3 unchanged sentences

(Amounts in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES 2024 2023

2 unchanged sentences

Depreciation and amortization, including amortization of debt issuance costs 9,917 7,899

Net gain on sale of real estate ( 53,952 ) —

Straight-lining of rents 9,355 2,067

Stock-based compensation expense 450 450

Interest rate cap premium amortization 3,401 —

9 unchanged sentences

Construction in progress and real estate additions ( 2,475 ) ( 2,060 )

Proceeds from sale of real estate 67,821 —

Proceeds from maturities of U.S.

Treasury bills — 166,832

Purchase of interest rate cap ( 11,258 ) —

Proceeds from interest rate cap 3,160 —

Purchase of U.S.

Treasury bills — ( 197,407 )

Net cash provided by (used in) investing activities 319,537 ( 206,117 )

Net cash provided by investing activities 685 164,772

CASH FLOWS FROM FINANCING ACTIVITIES

2 unchanged sentences

Net cash used in financing activities ( 23,088 ) ( 23,110 )

Net increase (decrease) in cash and cash equivalents and restricted cash 314,603 ( 199,114 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 5,578 ) 162,398

Cash and cash equivalents and restricted cash at beginning of period 552,977 214,478

8 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash payments for interest (net of amounts capitalized) $ 38,399 $ 15,808

Cash payments for interest $ 15,356 $ 11,476

NON-CASH TRANSACTIONS

Liability for real estate additions, includi ng $ 3 for development fees due

Liability for real estate additions, including $ 14 for development fees due

to Vornado in 2024

1 unchanged sentence

Write-off of fully depreciated assets 15 4,044

Reclassification of asset held for sale — 13,794

See notes to consolidated financial statements (unaudited).

15 unchanged sentences

Actual results could differ from those estimates.

The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year.

The results of operations for the three months ended March 31, 2024 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of ASC 848 to December 31, 2024.

ASU 2022-06 is effective immediately for all companies.

As of September 30, 2023, we have transitioned all of our LIBOR-indexed debt and derivatives and, for our derivatives in hedge accounting relationships, utilized the elective relief in ASC 848, allowing for the continuation of hedge accounting through the transition process.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

ALEXANDER’S, INC.

2 unchanged sentences

Revenue Recognition

The following is a summary of revenue sources for the three and nine months ended September 30, 2023 and 2022.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

The following is a summary of revenue sources for the three months ended March 31, 2024 and 2023.

For the Three Months Ended March 31,

(Amounts in thousands) 2024 2023

3 unchanged sentences

Rental revenues $ 61,397 $ 52,941

The components of lease revenues for the three and nine months ended September 30, 2023 and 2022 are as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

The components of lease revenues for the three months ended March 31, 2024 and 2023 are as follows:

For the Three Months Ended March 31,

(Amounts in thousands) 2024 2023

3 unchanged sentences

Bloomberg L.P.

(“Bloomberg”) accounted for revenue of $ 89,863,000 and $ 81,536,000 for the nine months ended September 30, 2023 and 2022, respectively, representing approximately 55 % and 53 % of our rental revenues in each period, respectively.

(“Bloomberg”) accounted for revenue of $ 29,963,000 and $ 29,516,000 for the three months ended March 31, 2024 and 2023, respectively, representing approximately 49 % and 56 % of our rental revenues in each period, respectively.

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

2 unchanged sentences

In addition, we access and evaluate financial information regarding Bloomberg from other private sources, as well as publicly available data.

In May 2024, Alexander’s and Bloomberg reached an agreement to extend the leases covering approximately 947,000 square feet at our 731 Lexington Avenue property that were scheduled to expire in February 2029 for a term of eleven years to February 2040.

On December 3, 2022, IKEA closed its 112,000 square foot store at our Rego Park I property under a lease that was set to expire in December 2030.

The lease included a right to terminate effective no earlier than March 16, 2026, subject to payment of rent through the termination date and an additional termination payment equal to the lesser of $ 10,000,000 or the amount of rent due under the remaining term.

On September 27, 2023, we entered into a lease modification agreement with IKEA which accelerates its lease termination date to April 1, 2024.

Under the lease modification agreement, IKEA will pay its remaining rent due through March 16, 2026 and the $ 10,000,000 termination payment over the modified lease term.

Real Estate Sale

On May 19, 2023, we sold the Rego Park III land parcel in Queens, New York, for $ 71,060,000 inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date.

Net proceeds from the sale were $ 67,821,000 after closing costs and the financial statement gain was $ 53,952,000 .

On September 27, 2023, we entered into a lease modification agreement with IKEA which accelerated its lease termination date to April 1, 2024.

During the fourth quarter of 2023 and the first quarter of 2024, IKEA paid its remaining rent obligation through March 16, 2026 and the $ 10,000,000 termination payment .

ALEXANDER’S, INC.

2 unchanged sentences

Related Party Transactions

As of September 30, 2023, Vornado owned 32.4 % of our outstanding common stock.

As of March 31, 2024, 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.

4 unchanged sentences

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 “Sales Agreement”).

Pursuant to the Sales Agreement, we paid a $ 711,000 sales commission to Vornado in the second quarter of 2023 related to the sale of the Rego Park III land parcel.

We also have agreements with Building Maintenance Services, a wholly owned subsidiary of Vornado, to supervise (i) cleaning, engineering and security services at our Lexington Avenue property and (ii) security services at our Rego Park I and Rego Park II properties and The Alexander apartment tower.

We also have an agreement with a wholly owned subsidiary of Vornado to manage the parking garages at our Rego Park I and Rego Park II properties.

Under the agreements in effect prior to May 1, 2024, in the event third-party real estate brokers were used, the fees to Vornado increased by 1 % and Vornado was responsible for the fees to the third-party real estate brokers (“Third-Party Lease Commissions”).

On May 1, 2024, our Board of Directors approved amendments to the leasing agreements, subject to applicable lender consents, pursuant to which the Company is responsible for any Third-Party Lease Commissions and, in such circumstances, Vornado’s fee is 33 % of the applicable Third-Party Lease Commission.

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.

In addition, we have an agreement with a wholly owned subsidiary of Vornado to manage the parking garages at our Rego Park I and Rego Park II properties.

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

For the Three Months Ended March 31,

(Amounts in thousands) 2024 2023

2 unchanged sentences

Leasing fees 38 41

Commission on sale of real estate — — 711 —

Property management, cleaning, engineering, parking and security fees 1,636 1,409

$ 2,389 $ 2,150

As of September 30, 2023, the amounts due to Vornado were $ 974,000 for leasing fees and $ 526,000 for management, property management, cleaning, engineering and security fees.

As of March 31, 2024, the amounts due to Vornado were $ 441,000 for management, property management, cleaning, engineering and security fees, $ 38,000 for leasing fees and $ 14,000 for development fees.

As of December 31, 2023, the amounts due to Vornado were $ 646,000 for management, property management, cleaning, engineering and security fees and $ 69,000 for leasing fees.

3 unchanged sentences

Mortgages Payable

On June 9, 2023, we exercised our remaining one-year extension option on the $ 500,000,000 interest-only mortgage loan on the office condominium of our 731 Lexington Avenue property.

The interest rate on the loan remained at LIBOR plus 0.90 % through July 15, 2023 and thereafter at the Prime Rate through loan maturity on June 11, 2024.

In June 2023, we purchased an interest rate cap for $ 11,258,000 , which capped LIBOR at 6.00 % through July 15, 2023 and caps the Prime Rate ( 8.50 % as of September 30, 2023) at 6.00 % through loan maturity.

The following is a summary of our outstanding mortgages payable as of September 30, 2023 and December 31, 2022.

The following is a summary of our outstanding mortgages payable as of March 31, 2024 and December 31, 2023.

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

Interest Rate at September 30, 2023 Balance as of

(Amounts in thousands) Maturity September 30, 2023 December 31, 2022

Interest Rate at March 31, 2024 Balance at

(Amounts in thousands) Maturity March 31, 2024 December 31, 2023

First mortgages secured by:

8 unchanged sentences

Total 1,096,544 1,096,544

Deferred debt issuance costs, net of accumulated

amortization of $ 17,246 and $ 16,071 , respectively

Deferred debt issuance costs, net of accumulated amortization of $ 18,040 and $ 17,639 , respectively

( 3,592 ) ( 3,993 )

1 unchanged sentence

(1) Interest at the Prime Rate (capped at 6.00 % through loan maturity).

(2) Interest rate listed represents the rate in effect as of September 30, 2023 based on SOFR as of contractual reset date plus contractual spread, adjusted for hedging instruments as applicable.

(2) Interest rate listed represents the rate in effect as of March 31, 2024 based on SOFR as of contractual reset date plus contractual spread, adjusted for hedging instruments as applicable.

(3) Interest at SOFR plus 1.51 % which was swapped to a fixed rate of 1.76 % through May 2025.

(4) Interest at SOFR plus 1.45 % (SOFR is capped at 4.15 % through November 2024).

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 2023, we granted each of the members of our Board of Directors 449 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 September 30, 2023, there were 23,388 DSUs outstanding and 482,399 shares were available for future grant under the Plan.

ALEXANDER’S, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) Interest at SOFR plus 1.45 % (SOFR is capped at a rate of 4.15 % thr ough November 2024).

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 as well as certain U.S.

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

Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities 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 September 30, 2023 consisted 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 September 30, 2023.

As of September 30, 2023

Financial assets measured at fair value on our consolidated balance sheet as of March 31, 2024 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 March 31, 2024.

As of March 31, 2024

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

Interest rate derivatives (included in other assets) $ 18,668 $ — $ 18,668 $ —

Financial assets measured at fair value on our consolidated balance sheet as of December 31, 2022 consisted 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.

Financial assets measured at fair value on our consolidated balance sheet as of December 31, 2023 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, 2023.

As of December 31, 2022

As of As of December 31, 2023

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

Investments in U.S.

Treasury bills $ 266,963 $ 266,963 $ — $ —

Interest rate derivatives (included in other assets) $ 22,608 $ — $ 22,608 $ —

$ 296,314 $ 266,963 $ 29,351 $ —

ALEXANDER’S, INC.

4 unchanged sentences

We recognize the fair value of all interest rate derivatives in “other assets” or “other liabilities” on our consolidated balance sheets and since all of our interest rate derivatives have been designated as cash flow hedges, changes in the fair value are recognized in other comprehensive income.

The table below summarizes our interest rate derivatives, all of which hedge the interest rate risk attributable to the variable rate debt noted as of September 30, 2023 and December 31, 2022, respectively.

Fair Value as of As of September 30, 2023

(Amounts in thousands) September 30, 2023 December 31, 2022 Notional Amount Rate Expiration Date

The table below summarizes our interest rate derivatives, all of which hedge the interest rate risk attributable to the variable rate debt noted as of March 31, 2024 and December 31, 2023, respectively.

Fair Value as of As of March 31, 2024

(Amounts in thousands) March 31, 2024 December 31, 2023 Notional Amount Swapped Rate Expiration Date

Interest rate swap related to:

5 unchanged sentences

(1) SOFR cap strike rate of 4.15 %.

(2) In June 2023, we purchased an interest rate cap for $ 11,258 , which capped LIBOR at 6.00 % through July 15, 2023 and caps the Prime Rate ( 8.50 % as of September 30, 2023) at 6.00 % through loan maturity.

See Note 7 - Mortgages Payable for further information.

(2) In June 2023, we purchased an interest rate cap for $ 11,258 , which capped the Prime Rate at 6.00 % ( 8.50 % as of March 31, 2024) through loan maturity.

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 amount and fair value of these financial instruments as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 As of December 31, 2022

The table below summarizes the carrying amount and fair value of these financial instruments as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024 As of December 31, 2023

(Amounts in thousands) Carrying

16 unchanged sentences

We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

The principal amounts of our mortgage loans are non-recourse to us and the loans contain customary covenants requiring us to maintain insurance.

Our loans 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.

1 unchanged sentence

Letters of Credit

Approximately $ 900,000 of standby letters of credit were issued and outstanding as of September 30, 2023.

Approximately $ 900,000 of standby letters of credit were issued and outstanding as of March 31, 2024.

There are various legal actions brought against us from time-to-time in the ordinary course of business.

4 unchanged sentences

Diluted income per share is determined using the weighted average shares of common stock (including deferred stock units) 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, 2023 and 2022.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

There were no potentially dilutive securities outstanding during the three months ended March 31, 2024 and 2023.

For the Three Months Ended March 31,

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

2023 2022 2023 2022

Net income $ 16,109 $ 11,226

6 unchanged sentences

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

and subsidiaries (the “Company”) as of September 30, 2023, the related consolidated statements of income, comprehensive income, and changes in equity, for the three-month and nine-month periods ended September 30, 2023, and 2022, and of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the “interim financial information”).

and subsidiaries (the “Company”) as of March 31, 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2024 and 2023, 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

October 30, 2023

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