10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from	to
Commission File Number:	001-6064

ALEXANDER’S, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0100517
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
210 Route 4 East, Paramus, New Jersey	07652
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (201)587-8541 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES x NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.
YES o NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).  
x Yes  o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. o

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a

smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting

company” in Rule 12b-2 of the Exchange Act.

o Large Accelerated Filer	x Accelerated Filer
o Non-Accelerated Filer (Do not check if smaller reporting company)	o Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x

The aggregate market value of the voting and non-voting shares of common stock held by non-affiliates of the registrant, (i.e., by persons other than officers and directors of Alexander’s, Inc.) was $619,995,000 at June 30, 2013.

As of January 31, 2014 there were 5,106,196 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III: Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 22, 2014.

 

INDEX
	Item	Financial Information:		Page
Part I.	1.	Business		4
	1A.	Risk Factors		6
	1B.	Unresolved Staff Comments		15
	2.	Properties		16
	3.	Legal Proceedings		18
	4.	Mine Safety Disclosures		18
Part II.	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
			Purchases of Equity Securities	19
	6.	Selected Financial Data		21
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
	7A.	Quantitative and Qualitative Disclosures about Market Risk		33
	8.	Financial Statements and Supplementary Data		34
	9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		53
	9A.	Controls and Procedures		53
	9B.	Other Information		56
Part III.	10.	Directors, Executive Officers and Corporate Governance(1)		56
	11.	Executive Compensation(1)		57
	12.	Security Ownership of Certain Beneficial Owners and Management and Related
			Stockholder Matters(1)	57
	13.	Certain Relationships and Related Transactions, and Director Independence(1)		57
	14.	Principal Accounting Fees and Services(1)		57
Part IV.	15.	Exhibits, Financial Statement Schedules		58
Signatures				59

_____________________________

(1)These items are omitted in part or in whole because the registrant will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2013, portions of which are incorporated by reference herein. 

2

 

FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are not guarantees of future performance.  They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties.  Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements.  You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Annual Report on Form 10‑K.  We also note the following forward-looking statements:  in the case of our development projects, the estimated completion date, estimated project costs and costs to complete; and estimates of dividends on shares of our common stock.  Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.  For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A - Risk Factors” in this Annual Report on Form 10‑K. 

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference.  All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  We do not undertake any obligation to release publicly, any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

3

 

PART I

ITEM 1.     BUSINESS

GENERAL

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 six properties in the greater New York City metropolitan area consisting of:

Operating properties

·731 Lexington Avenue, a 1,307,000 square foot multi-use building, comprising the entire square block bounded by Lexington Avenue, East 59^th Street, Third Avenue and East 58^th Street in Manhattan.  The building contains 885,000 and 174,000 of net rentable square feet of office and retail space, respectively, which we own, and 248,000 square feet of residential space consisting of 105 condominium units, which we sold.  Bloomberg L.P. (“Bloomberg”) occupies all of the office space.  The Home Depot (83,000 square feet), The Container Store (34,000 square feet) and Hennes & Mauritz (27,000 square feet) are the principal retail tenants;

·Rego Park I, a 343,000 square foot shopping center, located on Queens Boulevard and 63^rd Road in Queens.  The center is anchored by a 195,000 square foot Sears department store, a 50,000 square foot Burlington Coat Factory, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls;

·Rego Park II, a 609,000 square foot shopping center, located adjacent to the Rego Park I shopping center in Queens.  The center is anchored by a 145,000 square foot Costco, a 135,000 square foot Century 21 and a 133,000 square foot Kohl’s.  In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us, a one-third owned affiliate of Vornado;

·Paramus, located at the intersection of Routes 4 and 17 in Paramus, New Jersey, consists of 30.3 acres of land that is leased to IKEA Property, Inc.; and

·Flushing, a 167,000 square foot building, located at Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.

Property under development

·Rego Park II Apartment Tower; We have commenced the construction of an apartment tower, which will contain approximately 300 units aggregating 250,000 square feet, above our Rego Park II shopping center.  Construction is expected to be completed in 2015 and cost approximately $125,000,000, of which $2,265,000 has been incurred as of December 31, 2013.  There can be no assurance that the project will be completed, or completed on schedule or within budget.

Property to be developed

·Rego Park III, a 3.2 acre land parcel adjacent to the Rego Park II shopping center in Queens at the intersection of Junction Boulevard and the Horace Harding Service Road.

4

 

Relationship with Vornado

We are managed by, and our properties are leased and developed by, Vornado, pursuant to agreements which expire in March of each year and are automatically renewable.  Vornado is a fully-integrated REIT with significant experience in managing, leasing, developing, and operating retail and office properties.

At December 31, 2013, Vornado owned 32.4% of our outstanding common stock.  Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado.  At December 31, 2013, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.3% of our outstanding common stock, in addition to the 2.1% they indirectly own through Vornado.  Joseph Macnow, our Executive Vice President and Chief Financial Officer, is the Executive Vice President – Finance and Chief Administrative Officer of Vornado.

Significant Tenants

Bloomberg accounted for $88,164,000, $86,468,000 and $84,526,000, or 45%, 45% and 46% of our total revenues in the years ended December 31, 2013, 2012 and 2011, respectively.  No other tenant accounted for more than 10% of our total revenues in any of the last three years.  If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it would adversely affect our results of operations and financial condition.  We receive and evaluate certain confidential financial information and metrics from Bloomberg on a semi-annual basis.  In addition, we access and evaluate financial information regarding Bloomberg from private sources, as well as publicly available data.

Competition

We operate in a highly competitive environment.  All of our properties are located in the greater New York City metropolitan area.  We compete with a large number of property owners and developers.  Principal factors of competition are the amount of rent charged, attractiveness of location and quality and breadth of services provided.  Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our properties, at profitable levels.  Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

Employees

We currently have 72 employees.

Executive Office

Our executive office is located at 210 Route 4 East, Paramus, New Jersey, 07652 and our telephone number is (201) 587-8541.

Available Information

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, directors, and 10% beneficial owners filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934, are available free of charge on our website (www.alx-inc.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines.  In the event of any changes to these items, revised copies will be made available on our website.  Copies of these documents are also available directly from us, free of charge. 

On April 11, 2000, Vornado and Interstate filed with the SEC, the 26^th amendment to a Form 13D indicating that they, as a group, own in excess of 51% of our common stock.  This ownership level makes us a “controlled” company for the purposes of the New York Stock Exchange, Inc.’s Corporate Governance Standards (the “NYSE Rules”).  This means that we are not required to, among other things, have a majority of the members of our Board of Directors be independent under the NYSE Rules, have all of the members of our Compensation Committee be independent under the NYSE Rules or to have a Nominating Committee.  While we have voluntarily complied with a majority of the independence requirements of the NYSE Rules, we are under no obligation to do so and this situation may change at anytime.

5

 

ITEM 1a.  risk factors

Material factors that may adversely affect our business and operations are summarized below.  The risks and uncertainties described herein may not be the only ones we face.  Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.  See “Forward-Looking Statements” contained herein on page 3.

REAL ESTATE INVESTMENTS’ VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.

The value of real estate fluctuates depending on conditions in the general economy and the real estate business.  These conditions may also adversely impact our revenues and cash flows.

The factors that affect the value of our real estate include, among other things:

·      national, regional and local economic conditions;

·      competition from other available space;

·      local conditions such as an oversupply of space or a reduction in demand for real estate in the area;

·      how well we manage our properties;

·      changes in market rental rates;

·      the timing and costs associated with property improvements and rentals;

·      whether we are able to pass all or portions of any increases in operating costs through to tenants;

·      changes in real estate taxes and other expenses;  

·      whether tenants and users such as customers and shoppers consider a property attractive;

·      the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;

·      availability of financing on acceptable terms or at all;

·      inflation or deflation;

·      fluctuations in interest rates;

·      our ability to obtain adequate insurance;

·      changes in zoning laws and taxation;

·      government regulation;

·      consequences of any armed conflict involving, or terrorist attack against, the United States;

·      potential liability under environmental or other laws or regulations;

·      natural disasters;

·      general competitive factors; and

·climate changes.

The rents we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors.  If our rental revenues and/or occupancy levels decline, we generally would expect to have less cash available to pay our indebtedness and for distribution to our stockholders.  In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.

Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations, as well as the value of our debt and equity securities.

There are many factors that can affect the value of our equity securities and any debt securities we may issue in the future, including the state of the capital markets and economy.  Demand for office and retail space may decline nationwide as it did in 2008 and 2009, due to the economic downturn, bankruptcies, downsizing, layoffs and cost cutting.  Government action or inaction may adversely affect the state of the capital markets.  The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants.  Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our equity securities and any debt securities we may issue in the future.

6

 

Real estate is a competitive business.

We compete with a large number of property owners and developers, some of which may be willing to accept lower returns on their investments than we are.  Principal factors of competition include rents charged, attractiveness of location, the quality of the property and breadth and quality of services provided.  Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends. 

We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.

Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms.  In addition, because a majority of our income is derived from renting real property, our income, funds available to pay indebtedness and funds available for distribution to stockholders will decrease if certain of our tenants cannot pay their rent or if we are not able to maintain our occupancy levels on favorable terms.  If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs.  During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates.

Bankruptcy or insolvency of tenants may decrease our revenues, net income and available cash.

From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future.  In the case of our shopping centers, the bankruptcy or insolvency of a major tenant could cause us to have difficulty leasing the remainder of the affected property.  Our leases generally do not contain restrictions designed to ensure the creditworthiness of our tenants.  As a result, the bankruptcy or insolvency of a major tenant could result in a lower level of net income and funds available to pay our indebtedness or make distributions to stockholders. 

731 Lexington Avenue accounts for a substantial portion of our revenues.  Loss of or damage to the building would adversely affect our financial condition and results of operations.

731 Lexington Avenue accounted for $128,845,000, $126,034,000 and $123,195,000, or 66%, 66% and 67% of our total revenues in the years ended December 31, 2013, 2012 and 2011, respectively.  Loss of or damage to the building in excess of our insurance coverage, including as a result of a terrorist attack, would adversely affect our results of operations and financial condition.

Bloomberg represents a significant portion of our revenues.  Loss of Bloomberg as a tenant or deterioration in Bloomberg’s credit quality could adversely affect our financial condition and results of operations.

Bloomberg accounted for $88,164,000, $86,468,000 and $84,526,000, or 45%, 45% and 46% of our total revenues in the years ended December 31, 2013, 2012 and 2011, respectively.  No other tenant accounted for more than 10% of our total revenues in any of the last three years.  If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it could adversely affect our results of operations and financial condition.

We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control. 

Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (“Prohibited Persons”) from conducting business or engaging in transactions in the United States.  Our leases, loans and other agreements may require us to comply with OFAC requirements.  If a tenant or other party with whom we conduct business is placed on the OFAC list we may be required to terminate the lease or other agreement.  Any such termination could result in a loss of revenue or otherwise negatively affect our financial results and cash flows.

7

 

Our business and operations would suffer in the event of system failures. 

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.  Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business.  We may also incur additional costs to remedy damages caused by such disruptions.

The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, and private data exposure.  We have implemented processes, procedures and controls to help mitigate these risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident.

We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.

Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety.  Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property.  The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination.  These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release.  The presence of contamination or the failure to remediate contamination may impair our ability to sell or lease real estate or to borrow using the real estate as collateral.  Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air.  The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws.  We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals.  We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure at or from our properties.

Each of our properties has been subjected to varying degrees of environmental assessment at various times.  To date, these environmental assessments have not revealed any environmental condition material to our business.  However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us.

8

 

Some of our potential losses may not be covered by insurance.

We maintain general liability insurance with limits of $300,000,000 per occurrence 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 Program Reauthorization Act, which expires in December 2014.  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 with no exposure to FNSIC.  For NBCR acts, FNSIC is responsible for a $275,000 deductible and 15% of the balance of a covered loss, and the Federal government is responsible for the remaining 85% 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.  However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.  We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our mortgage loans are non-recourse to us, except for $75,000,000 of the $320,000,000 mortgage on our 731 Lexington Avenue property, in the event of a substantial casualty, as defined.  Our mortgage 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.  If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties.

Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs.

The Americans with Disabilities Act (“ADA”) generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons.  Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel.  If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to stockholders.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.  If we fail to comply with these requirements, we could incur fines or private damage awards.  We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

9

 

OUR INVESTMENTS ARE CONCENTRATED IN THE GREATER NEW YORK CITY METROPOLITAN AREA. CIRCUMSTANCES AFFECTING THIS AREA GENERALLY COULD ADVERSELY AFFECT OUR BUSINESS.

All of our properties are in the greater New York City metropolitan area and are affected by the economic cycles and risks inherent in that area.

All of our revenues come from properties located in the greater New York City metropolitan area.  Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term.  Declines in the economy or declines in the real estate market in this area could hurt our financial performance and the value of our properties.  In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this area include:

·      financial performance and productivity of the media, advertising, financial, technology, retail, insurance and real estate industries;

·      unemployment levels;

·      business layoffs or downsizing;

·      industry slowdowns;

·      relocations of businesses;

·      changing demographics;

·      increased telecommuting and use of alternative work places;

·      infrastructure quality; and

·      any oversupply of, or reduced demand for, real estate.

It is impossible for us to assess the future effects of trends in the economic and investment climates of the greater New York City metropolitan region, and more generally of the United States, on the real estate market in this area.  Local, national or global economic downturns, would negatively affect our business and profitability.

Terrorist attacks, such as those of September 11, 2001 in New York City, may adversely affect the value of our properties and our ability to generate cash flow.

All of our properties are located in the greater New York City metropolitan area, and our most significant property, 731 Lexington Avenue, is located on Lexington Avenue and 59^th Street in Manhattan.  In the aftermath of a terrorist attack, tenants in this area may choose to relocate their businesses to less populated, lower-profile areas of the United States that are not as likely to be targets of future terrorist activity and fewer customers may choose to patronize businesses in this area.  This would trigger a decrease in the demand for space in these markets, which could increase vacancies in our properties and force us to lease our properties on less favorable terms.  As a result, the value of our properties and the level of our revenues could decline materially.

Natural Disasters could have a concentrated impact on the area which we operate and could adversely impact our results.

Our investments are in the New York metropolitan area and since they are concentrated along the Eastern Seaboard, natural disasters, including hurricanes, could impact our properties.  Potentially adverse consequences of “global warming” could similarly have an impact on our properties.  As a result, we could become subject to significant losses and/or repair costs which may or may not be fully covered by insurance and to the risk of business interruption.  The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.      

We are subject to risks that affect the general retail environment.

A portion of our properties are in the retail shopping center real estate market.  This means that we are subject to factors that affect the retail environment generally, including the level of consumer spending and consumer confidence, unemployment rates, the threat of terrorism and increasing competition from discount retailers, outlet malls, retail websites and catalog companies.  These factors could adversely affect the financial condition of our retail tenants and the willingness of retailers to lease space in our shopping centers. 

10

 

WE MAY ACQUIRE OR SELL ASSETS OR DEVELOP PROPERTIES.  OUR FAILURE OR INABILITY TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THESE TRANSACTIONS COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.

We may acquire or develop properties and this may create risks.

Although our stated business strategy is not to engage in acquisitions, we may acquire or develop properties when we believe that an acquisition or development project is otherwise consistent with our business strategy.  We may not, however, succeed in consummating desired acquisitions or in completing developments on time or within budget.  In addition, we may face competition in pursuing acquisition or development opportunities that could increase our costs.  When we do pursue a project or acquisition, we may not succeed in leasing newly-developed or acquired properties at rents sufficient to cover costs of acquisition or development and operations.  Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention.  Acquisitions or developments in new markets or types of properties where we do not have the same level of market knowledge may result in weaker than anticipated performance.  We may abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already incurred and have devoted management time to a matter not consummated. 

It may be difficult to buy and sell real estate quickly, which may limit our flexibility.

Real estate investments are relatively difficult to buy and sell quickly.  Consequently, we may have limited ability to vary our portfolio promptly in response to changes in economic or other conditions.  Moreover, our ability to buy, sell, or finance real estate assets may be adversely affected during periods of uncertainty or unfavorable conditions in the credit markets as we, or potential buyers of our assets, may experience difficulty in obtaining financing.

We have an investment in marketable equity securities.  The value of this investment may decline.

We have an investment in Macerich, a retail shopping center company.  As of December 31, 2013, this investment had a carrying amount of $31,522,000.  A significant decline in the value of this investment due to, among other reasons, Macerich’s operating performance or economic or market conditions, may result in the recognition of an impairment loss, which could be material.

OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND FINANCIAL RISKS.

We depend on dividends and distributions from our direct and indirect subsidiaries.  The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.

Substantially all of our properties and assets are held through our subsidiaries.  We depend on cash distributions and dividends from our subsidiaries for substantially all of our cash flow.  The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them when due and payable before that subsidiary may make distributions or dividends to us.  Thus, our ability to pay dividends, if any, to our security holders depends on our subsidiaries’ ability to first satisfy their obligations to their creditors and our ability to satisfy our obligations, if any, to our creditors.

In addition, our participation in any distribution of the assets of any of our direct or indirect subsidiaries upon the liquidation, reorganization or insolvency of the subsidiary, is only after the claims of the creditors, including trade creditors, and preferred security holders, if any, of the applicable direct or indirect subsidiaries are satisfied.

Our existing financing documents contain covenants and restrictions that may restrict our operational and financial flexibility.

At December 31, 2013, substantially all of the individual properties we own were encumbered by mortgages.  These mortgages contain covenants that limit our ability to incur additional indebtedness on these properties, provide for lender approval of tenants’ leases in certain circumstances, and provide for yield maintenance or defeasance premiums to prepay them.  These mortgages may significantly restrict our operational and financial flexibility.  In addition, if we were to fail to perform our obligations under existing indebtedness or become insolvent or were liquidated, secured creditors would be entitled to payment in full from the proceeds of the sale of the pledged assets prior to any proceeds being paid to other creditors or to any holders of our securities.  In such an event, it is possible that we would have insufficient assets remaining to make payments to other creditors or to any holders of our securities. 

11

 

We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.

As of December 31, 2013, total debt outstanding was $1,049,959,000 and our ratio of total debt to total enterprise value was 44.0%.  “Enterprise value” means the market equity value of our common stock, plus debt, less cash and cash equivalents at such date.  In addition, we have significant debt service obligations.  For the year ended December 31, 2013, our scheduled cash payments for principal and interest were $58,078,000.  In the future, we may incur additional debt, and thus increase the ratio of total debt to total enterprise value.  If our level of indebtedness increases, there may be an increased risk of default which could adversely affect our financial condition and results of operations.  In addition, in a rising interest rate environment, the cost of refinancing our existing debt and any new debt or market rate security or instrument may increase.  Continued uncertainty in the equity and credit markets may negatively impact our ability to obtain financing on reasonable terms or at all, which may negatively affect our ability to refinance our debt.   

We might fail to qualify or remain qualified as a REIT, and may be required to pay income taxes at corporate rates.

Although we believe that we will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, we might fail to remain qualified.  Our qualification as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Internal Revenue Code (the “Code”) for which there are only limited judicial or administrative interpretations.  Our qualification as a REIT also depends on various facts and circumstances that are not entirely within our control.  In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT.

If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify under statutory relief provisions, we could not deduct distributions to stockholders in computing our taxable income and would have to pay federal income tax on our taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If we had to pay federal income tax, the amount of money available to distribute to stockholders and pay our indebtedness would be reduced for the year or years involved, and we would no longer be required to make distributions to stockholders. In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions.

We face possible adverse changes in tax laws, which may result in an increase in our tax liability.

From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability.  The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes.  If such changes occur, we may be required to pay additional taxes on our assets or income.  These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for payment of dividends.

Loss of our key personnel could harm our operations and adversely affect the value of our common stock.

We are dependent on the efforts of Steven Roth, our Chief Executive Officer.  Although we believe that we could find a replacement for this key personnel, the loss of his services could harm our operations and adversely affect the value of our common stock.

12

 

ALEXANDER’S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE US.

Provisions in Alexander’s certificate of incorporation and by laws, as well as provisions of the Code and Delaware corporate law, may delay or prevent a change in control of the Company or a tender offer, even if such action might be beneficial to stockholders, and limit the stockholders’ opportunity to receive a potential premium for their shares of common stock over then prevailing market prices.

Primarily to facilitate maintenance of its qualification as a REIT, Alexander’s certificate of incorporation generally prohibits ownership, directly, indirectly or beneficially, by any single stockholder of more than 9.9% of the outstanding shares of preferred stock of any class or 4.9% of outstanding common stock of any class.  The Board of Directors may waive or modify these ownership limits with respect to one or more persons if it is satisfied that ownership in excess of these limits will not jeopardize Alexander’s status as a REIT for federal income tax purposes.  In addition, the Board of Directors has, subject to certain conditions and limitations, exempted Vornado and certain of its affiliates from these ownership limitations.  Stock owned in violation of these ownership limits will be subject to the loss of rights and other restrictions.  These ownership limits may have the effect of inhibiting or impeding a change in control.

Alexander’s Board of Directors is divided into three classes of directors.  Directors of each class are chosen for three-year staggered terms.  Staggered terms of directors may have the effect of delaying or preventing changes in control or management, even though changes in management or a change in control might be in the best interest of our stockholders.

In addition, Alexander’s charter documents authorize the Board of Directors to:

·      cause Alexander’s to issue additional authorized but unissued common stock or preferred stock;

·      classify or reclassify, in one or more series, any unissued preferred stock;

·      set the preferences, rights and other terms of any classified or reclassified stock that Alexander’s issues; and

·      increase, without stockholder approval, the number of shares of beneficial interest that Alexander’s may issue.

The Board of Directors could establish a series of preferred stock with terms that could delay, deter or prevent a change in control of Alexander’s or other transaction that might involve a premium price or otherwise be in the best interest of our stockholders, although the Board of Directors does not, at present, intend to establish a series of preferred stock of this kind.  Alexander’s charter documents contain other provisions that may delay, deter or prevent a change in control of the Company or other transaction that might involve a premium price or otherwise be in the best interest of our stockholders.

In addition, Vornado, Interstate and its three general partners (each of whom are both trustees of Vornado and Directors of Alexander’s) together beneficially own approximately 58.7% of our outstanding shares of common stock.  This degree of ownership is likely to reduce the possibility of a tender offer or an attempt to change control of the Company by a third party.

We may change our policies without obtaining the approval of our stockholders.

Our operating and financial policies, including our policies with respect to acquisitions of real estate or other assets, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by our Board of Directors.  Accordingly, our stockholders do not control these policies.

13

 

OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO CONFLICTS OF INTEREST.

Steven Roth, Vornado and Interstate may exercise substantial influence over us.  They and some of our other directors and officers have interests or positions in other entities that may compete with us.

At December 31, 2013, Interstate and its partners owned approximately 6.6% of the common shares of beneficial interest of Vornado and approximately 26.3% of our outstanding common stock.  Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the partners of Interstate.  Mr. Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado and the Managing General Partner of Interstate.  Mr. Wight and Mr. Mandelbaum are both trustees of Vornado and members of our Board of Directors.  In addition, Vornado manages and leases the real estate assets of Interstate.

At December 31, 2013, Vornado owned 32.4% of our outstanding common stock, in addition to the 26.3% owned by Interstate and its partners.  In addition to the relationships described in the immediately preceding paragraph, Dr. Richard West is a trustee of Vornado and a member of our Board of Directors and Joseph Macnow is our Executive Vice President and Chief Financial Officer and the Executive Vice President – Finance and Chief Administrative Officer of Vornado.

Because of their overlapping interests, Vornado, Mr. Roth, Interstate and the other individuals noted in the preceding paragraphs may have substantial influence over Alexander’s, and on the outcome of any matters submitted to Alexander’s stockholders for approval.  In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Vornado, Messrs. Roth, Mandelbaum and Wight and Interstate and other security holders.  Vornado, Mr. Roth and Interstate may, in the future, engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as, which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, by us, competition for properties and tenants, possible corporate transactions such as acquisitions, and other strategic decisions affecting the future of these entities.

There may be conflicts of interest between Vornado, its affiliates and us.

Vornado manages, develops and leases our properties under agreements that have one-year terms expiring in March of each year, which are automatically renewable.  Because we share common senior management with Vornado and because four of the trustees of Vornado also constitute the majority of our directors, the terms of the foregoing agreements and any future agreements may not be comparable to those we could have negotiated with an unaffiliated third party.

For a description of Interstate’s ownership of Vornado and Alexander’s, see “Steven Roth, Vornado and Interstate may exercise substantial influence over us.  They and some of our other directors and officers have interests or positions in other entities that may compete with us.” above.

14

 

THE NUMBER OF SHARES OF ALEXANDER’S COMMON STOCK AND THE MARKET FOR THOSE SHARES GIVE RISE TO VARIOUS RISKS.

The price of our common shares has been volatile and may fluctuate.

The trading price of our common shares has been volatile and may continue to fluctuate widely as a result of a number of factors, many of which are outside of our control.  In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies.  These broad market fluctuations have in the past and may in the future adversely affect the market price of our common shares.  Among the factors that could affect the price of our common shares are:

·our financial condition and performance;

·the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;

·actual or anticipated quarterly fluctuations in our operating results and financial condition;

·our dividend policy;

·the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;

·uncertainty and volatility in the equity and credit markets;

·fluctuations in interest rates;

·changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

·failure to meet analysts’ revenue or earnings estimates;

·speculation in the press or investment community;

·strategic actions by us or our competitors, such as acquisitions or restructurings;

·the extent of institutional investor interest in us;

·the extent of short-selling of our common shares and the shares of our competitors;

·fluctuations in the stock price and operating results of our competitors;

·general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;

·domestic and international economic factors unrelated to our performance; and

·all other risk factors addressed elsewhere in this annual report on form 10-K.

A significant decline in our stock price could result in substantial losses for stockholders.

Alexander’s has additional shares of its common stock available for future issuance, which could decrease the market price of the common stock currently outstanding.

The interest of our current stockholders could be diluted if we issue additional equity securities.  As of December 31, 2013, we had authorized but unissued 4,826,550 shares of common stock, par value of $1.00 per share and 3,000,000 shares of preferred stock, par value $1.00 per share; of which, 3,521 shares of common stock are reserved for issuance upon redemption of the deferred stock units previously granted to our Board of Directors.  In addition, 891,219 shares are available for future grant under the terms of our 2006 Omnibus Stock Plan.  These awards may be granted in the form of options, restricted stock, stock appreciation rights, deferred stock units, or other equity-based interests, and if granted, would reduce that number of shares available for future grants, provided however that an award that may be settled only in cash, would not reduce the number of shares available under the plan.  We cannot predict the impact that future issuances of common or preferred stock or any exercise of outstanding options or grants of additional equity-based interests would have on the market price of our common stock.

ITEM 1B.     UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K. 

15

 

ITEM 2.     properties

The following table shows the location, ownership, approximate size (excluding parking garages) and occupancy of each of our properties as of December 31, 2013.

						Average			Lease
						Annualized			Expiration/
			Land	Building	Occupancy	Rent Per			Option
Property			Acreage	Square Feet	Rate	Square Foot(1)		Tenants	Expiration(s)
Operating Properties:
731 Lexington Avenue
	New York, New York
		Office		697,000				Bloomberg L.P.	2029/2039
				188,000				Bloomberg L.P.	2015/2020
				885,000	100%	$	95.21
		Retail		83,000				The Home Depot	2025/2035
				34,000				The Container Store	2021
				27,000				Hennes & Mauritz	2019
				30,000				Various	Various
				174,000	100%		170.34
			1.9	1,059,000
Rego Park I
	Queens, New York			195,000				Sears	2021
				50,000				Burlington Coat Factory	2022/2027
				46,000				Bed Bath & Beyond	2021
				36,000				Marshalls	2021
				16,000				Old Navy	2021
			4.8	343,000	100%		37.97
Rego Park II
	Queens, New York
				145,000				Costco	2034/2059
				135,000				Century 21	2030/2050
				133,000				Kohl’s	2030/2050
				47,000				Toys "R"Us/Babies "R" Us	2021/2036
				149,000				Various	Various
			6.6	609,000	98%		40.22
Paramus
	Paramus, New Jersey		30.3	-	100%		-	IKEA (ground lessee)	2041
Flushing
	Queens, New York (ground leased
	through January 2037)		1	167,000	100%		15.74	New World Mall LLC	2027/2037
Property under Development:
Rego Park II Apartment Tower, 250,000
	square feet under development
	Queens, New York		-	-	-		-	-	-
Property to be Developed:
Rego Park III, adjacent to Rego Park II
	Queens, New York		3.2	-	-		-	-	-
				2,178,000
(1)               Represents the cash basis weighted average rent per square foot, which includes periodic step-ups in rent.  For a discussion of our leasing activity, see Item 7 - Overview - Leasing Activity,
	Square Footage and Occupancy.

16

 

ITEM 2.        PROPERTIES – continued 

Operating Properties

731 Lexington Avenue

731 Lexington Avenue, a 1,307,000 square foot multi-use building, comprises the entire square block bounded by Lexington Avenue, East 59^th Street, Third Avenue and East 58^th Street in Manhattan, New York, and is situated in the heart of one of Manhattan’s busiest business and shopping districts, with convenient access to several subway and bus lines. The property is located across the street from Bloomingdale’s flagship store and only a few blocks away from Fifth Avenue and 57^th Street.  The building contains 885,000 and 174,000 of net rentable square feet of office and retail space, respectively, which we own, and 248,000 square feet of residential space consisting of 105 condominium units, which we sold.  Bloomberg L.P. occupies all of the office space.  The Home Depot (83,000 square feet), The Container Store (34,000 square feet) and Hennes & Mauritz (27,000 square feet) are the principal retail tenants.

The office and retail spaces are encumbered by first mortgage loans with balances of $314,217,000 and $320,000,000, respectively, as of December 31, 2013.  These loans bear interest at 5.33% and 4.93% and mature in February 2014 and July 2015, respectively.  We are in the process of finalizing a $300,000,000 refinancing of the office loan.

Rego Park I

Rego Park I, a 343,000 square foot shopping center, located on Queens Boulevard and 63^rd Road in Queens, New York, is anchored by a 195,000 square foot Sears department store, a 50,000 square foot Burlington Coat Factory, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls.  The center contains a parking deck (1,259 spaces) that provides for paid parking.

The center is encumbered by a 100% cash collateralized loan with a balance of $78,246,000 as of December 31, 2013.  The loan bears interest at 0.40%, is prepayable at any time without penalty and matures in March 2015.

Rego Park II

Rego Park II, a 609,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens, New York, is anchored by a 145,000 square foot Costco, a 135,000 square foot Century 21 and a 133,000 square foot Kohl’s.  In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us, a one-third owned affiliate of Vornado.  The center contains a parking deck (1,315 spaces) that provides for paid parking.

This center is encumbered by a first mortgage loan with a balance of $269,496,000 as of December 31, 2013.  The loan bears interest at LIBOR plus 1.85% (2.02% at December 31, 2013) and matures in November 2018.

Paramus

We own 30.3 acres of land located at the intersection of Routes 4 and 17 in Paramus, New Jersey.  The land is located directly across from the Garden State Plaza regional shopping mall and is within two miles of three other regional shopping malls and ten miles of New York City.  The land has been ground leased to IKEA Property, Inc. since 2001.  The lease expires in 2041, with a purchase option in 2021 for $75,000,000.  The property is encumbered by a $68,000,000 interest-only mortgage loan with a fixed rate of 2.90%, which matures in October 2018.  The annual triple-net rent is the sum of $700,000 plus the amount of debt service on the mortgage loan.  If the purchase option is exercised, we will receive net cash proceeds of approximately $7,000,000 and recognize a net gain on the sale of the land of approximately $60,000,000.  If the purchase option is not exercised, the triple-net rent for the last 20 years must include debt service sufficient to fully amortize $68,000,000 over the remaining 20-year lease term.

17

 

ITEM 2.        PROPERTIES – continued 

Flushing

Flushing is located on Roosevelt Avenue and Main Street in the downtown, commercial section of Flushing, Queens, New York.  Roosevelt Avenue and Main Street are active shopping districts and there are many national retailers located in the area.  A subway entrance is located directly in front of the property with bus service across the street.  The property comprises a four-floor building containing 167,000 square feet and a parking garage, which is sub-leased to New World Mall LLC for the remainder of our ground lease term, which expires in 2027 and has one 10-year extension option.

In 2002, Flushing Expo, Inc. (“Expo”) agreed to purchase the stock of the entity which owns the Flushing property from us (“Purchase of the Property”) and gave us a non-refundable deposit of $1,875,000. Pursuant to a stipulation of settlement, we settled the action Expo brought against us regarding the Purchase of the Property and in June 2011, deposited the settlement amount with the Court, in exchange for which we received a stipulation of discontinuance, with prejudice, as well as general releases. In November 2011, Expo filed another action, this time against our tenant at the Flushing property asserting, among other things, that such tenant interfered with Expo's Purchase of the Property from us and sought $50,000,000 in damages from our tenant, who sought indemnification from us for such amount. In August 2012, the Court entered judgment denying Expo's claim for damages. Expo filed a motion to re-argue the decision, which the Court denied on December 7, 2012.  Expo has appealed the Court’s August 2012 decision.  We believe, after consultation with counsel, that the amount or range of reasonably possible losses, if any, cannot be estimated.

Property under Development

Rego Park II Apartment Tower

We have commenced the construction of an apartment tower, which will contain approximately 300 units aggregating 250,000 square feet, above our Rego Park II shopping center.  Construction is expected to be completed in 2015 and cost approximately $125,000,000, of which $2,265,000 has been incurred as of December 31, 2013.  There can be no assurance that the project will be completed, or completed on schedule or within budget.

Property to be Developed

Rego Park III

We own approximately 3.2 acres of land adjacent to the Rego Park II shopping center in Queens, New York, which comprises a one‑quarter square block and is located at the intersection of Junction Boulevard and the Horace Harding Service Road.  The land is currently being used for paid public parking.  Plans and budgets for this project have not been established and there can be no assurance that it will commence.

ITEM 3.        LEGAL PROCEEDINGS

We are from time to time involved in legal actions arising in the ordinary course of business.  In our opinion, after consultation with our legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows. 

For a discussion of the litigation concerning our Flushing, New York property, see “Item 2.  Properties – Operating Properties – Flushing.”

ITEM 4.        MINE SAFETY DISCLOSURES

Not applicable.

18

 

PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

                  PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange under the symbol “ALX.”  Set forth below are the high and low closing prices for the shares of our common stock for each full quarterly period within the two most recent years and any dividends paid per share during such periods.

			Year Ended December 31,
			2013						2012
		Quarter	High		Low		Dividends		High		Low		Dividends
		First	$	340.30	$	322.00	$	2.75	$	411.97	$	350.60	$	3.75
		Second		328.53		281.51		2.75		431.11		361.00		3.75
		Third		310.75		268.10		2.75		458.07		422.86		3.75
		Fourth		344.92		279.60		2.75		461.26		329.90		125.75	(1)
(1)	Comprised of a regular quarterly dividend of $3.75 per share and a special long-term capital gain dividend of $122.00 per share, to distribute the tax gain resulting from the sale of Kings Plaza, which was sold in November 2012.

On January 15, 2014, we increased our regular quarterly dividend to $3.25 per share (a new indicated annual rate of $13.00 per share).  As of January 31, 2014, there were approximately 301 holders of record of our common stock. 

Recent Sales of Unregistered Securities

During 2013,we did not sell any unregistered securities.

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein.

Recent Purchases of Equity Securities

During 2013, we did not repurchase any of our equity securities.

19

 

Performance Graph

The following graph is a comparison of the five-year cumulative return of our common stock, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index.  The graph assumes that $100 was invested on December 31, 2008 in our common stock, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions.  There can be no assurance that the performance of our stock will continue in line with the same or similar trends depicted in the graph below.

	2008		2009		2010		2011		2012		2013
Alexander’s	$	100	$	118	$	163	$	151	$	191	$	197
S&P 500 Index		100		126		146		149		172		228
The NAREIT All Equity Index		100		128		164		177		212		218

20

 

ITEM 6.     selected financial data

The following table sets forth selected financial and operating data.  This data should be read in conjunction with the consolidated financial statements and notes thereto and “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.  This data may not be comparable to, or indicative of, future operating results.

		Year Ended December 31,
(Amounts in thousands, except per share amounts)		2013		2012		2011		2010		2009
Total revenues		$	196,459	$	191,312	$	185,246	$	174,206	$	159,694
Income from continuing operations(1)		$	54,663	$	50,041	$	54,831	$	49,159	$	118,697
Income from discontinued operations(2)			2,252		624,952		26,215		18,286		14,244
Net income			56,915		674,993		81,046		67,445		132,941
Net income attributable to the noncontrolling interest			-		(606)		(1,623)		(1,016)		(751)
Net income attributable to Alexander’s		$	56,915	$	674,387	$	79,423	$	66,429	$	132,190
Income per common share:
	Income from continuing operations – basic	$	10.70	$	9.80	$	10.74	$	9.63	$	23.26
	Income from continuing operations – diluted		10.70		9.80		10.74		9.63		23.25
	Net income per common share – basic		11.14		132.04		15.55		13.01		25.90
	Net income per common share – diluted		11.14		132.04		15.55		13.01		25.89
Dividends per common share(3)		$	11.00	$	137.00	$	12.00	$	7.50	$	-
Balance sheet data:
	Total assets	$	1,457,724	$	1,481,810	$	1,771,307	$	1,679,300	$	1,703,769
	Real estate, at cost		919,576		911,792		906,907		897,312		879,833
	Accumulated depreciation and amortization		185,375		160,826		136,460		112,765		91,247
	Mortgages payable		1,049,959		1,065,916		1,080,932		1,095,197		1,095,646
	Total equity		333,581		332,153		363,245		343,776		314,626
(1)	Includes the reversal of stock appreciation rights ("SARs") compensation expense of $34,275 in 2009, and the reversal of a portion of the liability for income taxes of $2,561, $5,113 and $42,472 in 2011, 2010 and 2009, respectively.
(2)	2012 includes a $599,628 gain on sale of real estate.
(3)	2012 includes a special long-term capital gain dividend of $122.00 per share, to distribute the tax gain resulting from the sale of Kings Plaza. We began paying a regular quarterly dividend in the second quarter of 2010.

21

 

ITEM 7.     management’s discussion and analysis of financial condition and results of operations

Overview

Alexander’s, Inc. (NYSE: ALX) is a real estate investment trust (“REIT”), incorporated in Delaware, engaged in leasing, managing, developing and redeveloping 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 six properties in the greater New York City metropolitan area.

We compete with a large number of property owners and developers.  Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our properties, at profitable levels.  Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

Year Ended December 31, 2013 Financial Results Summary

Net income attributable to common stockholders for the year ended December 31, 2013 was $56,915,000, or $11.14 per diluted share, compared to $674,387,000, or $132.04 per diluted share for the year ended December 31, 2012.  Net income attributable to common stockholders includes income from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the year ended December 31, 2013, compared to $624,346,000, or $122.24 per diluted share for the year ended December 31, 2012 (primarily from the net gain on sale of Kings Plaza).

Funds from operations attributable to common stockholders (“FFO”) for the year ended December 31, 2013 was $85,717,000, or $16.78 per diluted share, compared to $107,616,000, or $21.07 per diluted share for the prior year.  FFO includes FFO from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the year ended December 31, 2013, compared to $28,936,000, or $5.67 per diluted share, including $4,218,000 of real property depreciation, for the prior year.

Quarter Ended December 31, 2013 Financial Results Summary

Net income attributable to common stockholders for the quarter ended December 31, 2013 was $15,790,000, or $3.09 per diluted share, compared to $617,157,000, or $120.82 per diluted share for the quarter ended December 31, 2012.  Net income attributable to common stockholders includes income from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the quarter ended December 31, 2013, compared to $605,124,000, or $118.46 per diluted share for the quarter ended December 31, 2012 (primarily from the net gain on sale of Kings Plaza).

FFO for the quarter ended December 31, 2013 was $23,015,000, or $4.50 per diluted share, compared to $24,723,000, or $4.84 per diluted share for the prior year’s quarter.  FFO includes FFO from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the quarter ended December 31, 2013, compared to $5,496,000, or $1.08 per diluted share for the prior year’s quarter.

22

 

Overview – continued

Leasing Activity, Square Footage and Occupancy

As of December 31, 2013 and 2012, our portfolio was comprised of six properties aggregating 2,178,000 square feet that had occupancy rates of 99.4% and 99.1%, respectively.  In the year ended December 31, 2013 we leased 6,562 square feet with an average initial rent of $346.84 per square foot and a weighted average lease term of 10.4 years.

Significant Tenants

Bloomberg L.P. (“Bloomberg”) accounted for $88,164,000, $86,468,000 and $84,526,000, or 45%, 45% and 46% of our total revenues in the years ended December 31, 2013, 2012 and 2011, respectively.  No other tenant accounted for more than 10% of our total revenues in any of the last three years.  If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it would adversely affect our results of operations and financial condition.  We receive and evaluate certain confidential financial information and metrics from Bloomberg on a semi-annual basis.  In addition, we access and evaluate financial information regarding Bloomberg from private sources, as well as publicly available data. 

Critical Accounting Policies and Estimates

 Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Set forth below is a summary of our accounting policies that we believe are critical to the preparation of our consolidated financial statements.  This summary should be read in conjunction with a more complete discussion of our accounting policies included in Note 2 to the consolidated financial statements in this Annual Report on Form 10-K.

Real Estate

Real estate is carried at cost, net of accumulated depreciation and amortization.  As of December 31, 2013 and 2012, the carrying amount of our real estate, net of accumulated depreciation and amortization, was $734,201,000 and $750,966,000, respectively.  Maintenance and repairs are expensed as incurred.  Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. If we do not allocate these costs appropriately or incorrectly estimate the useful lives of our real estate, depreciation expense may be misstated.  As real estate is undergoing development activities, all property operating expenses directly associated with and attributable to, the development and construction of a project, including interest expense, are capitalized to the cost of the real property to the extent that we believe such costs are recoverable through the value of the property.  The capitalization period begins when development activities are underway and ends when the project is substantially complete.  General and administrative costs are expensed as incurred.

Our properties and related intangible assets, including properties to be developed in the future and currently under development, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Estimates of future cash flows are based on our current plans, intended holding periods and available market information at the time the analyses are prepared.  For our development properties, estimates of future cash flows also include all future expenditures necessary to develop the asset, including interest payments that will be capitalized as part of the cost of the asset.  An impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property’s carrying amount over its estimated fair value.  If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements.  Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.  Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

23

 

Critical Accounting Policies and Estimates – continued

Allowance for Doubtful Accounts

We periodically evaluate the collectibility of amounts due from tenants, including the receivable arising from the straight-lining of rents, and maintain an allowance for doubtful accounts ($1,993,000 and $2,219,000 as of December 31, 2013 and 2012, respectively) for estimated losses resulting from the inability of tenants to make required payments under the lease agreements.  We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.  These estimates may differ from actual results, which could be material to our consolidated financial statements. 

Revenue Recognition

We have the following revenue sources and revenue recognition policies:

·     Base Rent – revenue arising from tenant leases.  These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent steps and free rent abatements under the leases.  We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use.  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.

·     Percentage Rent – revenue arising from retail tenant leases that is contingent upon the sales of tenants exceeding defined thresholds.  These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

·     Expense Reimbursements – revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective properties.  This revenue is accrued in the same periods as the expenses are incurred.

·     Parking income – revenue arising from the rental of parking space at our properties.  This income is recognized as cash is received.

Before we recognize revenue, we assess, among other things, its collectibility.  If our assessment of the collectibility of revenue changes, the impact on our consolidated financial statements could be material.

Income Taxes

We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust (“REIT”) under Sections 856 – 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  In order to maintain our qualification as a REIT under the Code, we must distribute at least 90% of our taxable income to stockholders each year.  We distribute to our stockholders 100% of our taxable income and therefore, no provision for Federal income taxes is required.  If we fail to distribute the required amount of income to our stockholders, or fail to meet other REIT requirements, we may fail to qualify as a REIT, which may result in substantial adverse tax consequences.

24

 

Results of Operations – Year Ended December 31, 2013 compared to December 31, 2012

Property Rentals

Property rentals were $135,908,000 in the year ended December 31, 2013, compared to $134,847,000 in the prior year, an increase of $1,061,000.  This increase was primarily due to higher occupancy.

Expense Reimbursements

Tenant expense reimbursements were $60,551,000 in the year ended December 31, 2013, compared to $56,465,000 in the prior year, an increase of $4,086,000. This increase was primarily due to higher real estate taxes and reimbursable operating expenses.

Operating Expenses

Operating expenses were $64,675,000 in the year ended December 31, 2013, compared to $61,755,000 in the prior year, an increase of $2,920,000.  This increase was primarily comprised of higher (i) real estate taxes of $3,991,000 and (ii) reimbursable operating expenses of $512,000, partially offset by (iii) lower bad debt expense of $1,362,000.

Depreciation and Amortization

Depreciation and amortization was $28,987,000 in the year ended December 31, 2013, compared to $28,815,000 in the prior year, an increase of $172,000. 

General and Administrative Expenses

General and administrative expenses were $5,281,000 in the year ended December 31, 2013, compared to $5,162,000 in the prior year, an increase of $119,000.

Interest and Other Income, net

Interest and other income, net was $1,527,000 in the year ended December 31, 2013, compared to $177,000 in the prior year, an increase of $1,350,000.  This increase was primarily due to dividend income in the current year on the Macerich common shares that we received in connection with the sale of Kings Plaza in November 2012.

Interest and Debt Expense

Interest and debt expense was $44,540,000 in the year ended December 31, 2013, compared to $45,652,000 in the prior year, a decrease of $1,112,000.  This decrease was primarily due to lower average debt balances.

Income Tax Benefit (Expense)

In the year ended December 31, 2013, we had an income tax benefit of $160,000, compared to an income tax expense of $64,000 in the prior year, a decrease in expense of $224,000.  This decrease resulted primarily from a reduction of our income tax liability due to the expiration of the applicable statute of limitations.

Income from Discontinued Operations

Income from discontinued operations was $2,252,000 in the year ended December 31, 2013, compared to $624,952,000 in the year ended December 31, 2012, a decrease of $622,700,000.  Income for the year ended December 31, 2013 represents the reversal of previously accrued liabilities related to Kings Plaza.  Income for the year ended December 31, 2012 is comprised of a $599,628,000 net gain on sale of Kings Plaza and $25,324,000 of income from the operations of the property prior to its sale in November 2012.

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest was $606,000 in the in the year ended December 31, 2012, and represents our venture partner’s 75% pro-rata share of the net income from the Kings Plaza energy plant joint venture, which was sold together with Kings Plaza in November 2012.

25

 

Results of Operations – Year Ended December 31, 2012 compared to December 31, 2011

Property Rentals

Property rentals were $134,847,000 in the year ended December 31, 2012, compared to $133,682,000 in the year ended December 31, 2011, an increase of $1,165,000.  This increase was primarily due to higher occupancy.

Expense Reimbursements

Tenant expense reimbursements were $56,465,000 in the year ended December 31, 2012, compared to $51,564,000 in the year ended December 31, 2011, an increase of $4,901,000. This increase was primarily due to higher real estate taxes and reimbursable operating expenses.

Operating Expenses

Operating expenses were $61,755,000 in the year ended December 31, 2012, compared to $55,481,000 in the year ended December 31, 2011, an increase of $6,274,000.  This increase was primarily comprised of higher (i) real estate taxes of $4,395,000, (ii) reimbursable operating expenses of $622,000 and (iii) bad debt expense of $1,041,000.

Depreciation and Amortization

Depreciation and amortization was $28,815,000 in the year ended December 31, 2012, compared to $28,083,000 in the year ended December 31, 2011, an increase of $732,000. 

General and Administrative Expenses

General and administrative expenses were $5,162,000 in the year ended December 31, 2012, compared to $3,996,000 in the year ended December 31, 2011, an increase of $1,166,000.  This increase was primarily due to an $807,000 reversal of a portion of the litigation loss accrual at our Flushing property in the year ended December 31, 2011.

Interest and Other Income, net

Interest and other income, net was $177,000 in the year ended December 31, 2012, compared to $1,001,000 in the year ended December 31, 2011, a decrease of $824,000.  This decrease was primarily due to $740,000 of income in the year ended December 31, 2011 resulting from the collection of prior period real estate tax billings. 

Interest and Debt Expense

Interest and debt expense was $45,652,000 in the year ended December 31, 2012, compared to $43,898,000 in the year ended December 31, 2011, an increase of $1,754,000.  This increase was primarily due to a $2,561,000 reversal of previously recognized interest expense related to our income tax liability in the year ended December 31, 2011, due to the expiration of the applicable statute of limitations, partially offset by savings of $621,000 from lower average debt balances.

Income Tax Benefit (Expense)

In the year ended December 31, 2012, we had income tax expense of $64,000, compared to a $42,000 income tax benefit in the year ended December 31, 2011, an increase in expense of $106,000.  This increase resulted from a true-up of our estimated income tax liability in the year ended December 31, 2011.

Income from Discontinued Operations

Income from discontinued operations was $624,952,000 in the year ended December 31, 2012, compared to $26,215,000 in the year ended December 31, 2011, an increase of $598,737,000.  The increase resulted primarily from a $599,628,000 net gain on the sale of Kings Plaza in November 2012. 

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest was $606,000 in the year ended December 31, 2012, compared to $1,623,000 in the year ended December 31, 2011, a decrease of $1,017,000.  This decrease was primarily due to our Kings Plaza energy plant venture partner’s 75% pro-rata share of a true-up in straight-line rental income in the year ended December 31, 2011.  The Kings Plaza energy plant was sold together with Kings Plaza in November 2012. 

26

 

Related Party Transactions

Vornado

Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado.  At December 31, 2013, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.3% of our outstanding common stock, in addition to the 2.1% they indirectly own through Vornado.  Joseph Macnow, our Executive Vice President and Chief Financial Officer, is the Executive Vice President – Finance and Chief Administrative Officer of Vornado.

At December 31, 2013, Vornado owned 32.4% of our outstanding common stock.  We are managed by, and our properties are leased and developed by, Vornado, pursuant to various agreements, which expire in March of each year and are automatically renewable.  These agreements are described in Note 3 – Related Party Transactions, to our consolidated financial statements in this Annual Report on Form 10-K.

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Liquidity and Capital Resources

Property rental income is our primary source of cash flow and is dependent on a number of factors including the occupancy level and rental rates of our properties, as well as our tenants’ ability to pay their rents.  Our properties provide us with a relatively consistent stream of cash flow that enables us to pay our operating expenses, interest expense, recurring capital expenditures and cash dividends to stockholders.  Other sources of liquidity to fund cash requirements include our existing cash, proceeds from financings, including mortgage or construction loans secured by our properties and proceeds from asset sales.  We anticipate that cash flows from continuing operations over the next twelve months, together with existing cash balances, will be adequate to fund our business operations, cash dividends to stockholders, debt amortization and maturities, and recurring capital expenditures.

Dividends

On January 15, 2014, we increased our regular quarterly dividend to $3.25 per share (a new indicated annual rate of $13.00 per share).  The new dividend, if continued for all of 2014, would require us to pay out approximately $66,500,000.

Development Project

We have commenced the construction of an apartment tower, which will contain approximately 300 units aggregating 250,000 square feet, above our Rego Park II shopping center.  Construction is expected to be completed in 2015 and cost approximately $125,000,000, of which $2,265,000 has been incurred as of December 31, 2013.  There can be no assurance that the project will be completed, or completed on schedule or within budget.

Financing Activities and Contractual Obligations

Below is a summary of our outstanding debt and maturities as of December 31, 2013.

				Interest
	(Amounts in thousands)	Balance		Rate	Maturity
	731 Lexington Avenue, office space(1)	$	314,217	5.33%	Feb. 2014
	Rego Park I shopping center(2)		78,246	0.40%	Mar. 2015
	731 Lexington Avenue, retail space(3)		320,000	4.93%	Jul. 2015
	Paramus		68,000	2.90%	Oct. 2018
	Rego Park II shopping center(4)		269,496	2.02%	Nov. 2018
		$	1,049,959
-------------------------------------------------------------
(1) We are in the process of finalizing a $300,000 refinancing of this loan.
(2) This loan is 100% cash collateralized.
(3) In the event of a substantial casualty, as defined, up to $75,000 of this loan may become recourse to us.
(4) This loan bears interest at LIBOR plus 1.85%.

Below is a summary of our contractual obligations and commitments as of December 31, 2013.

					Less than		One to		Three to		More than
(Amounts in thousands)			Total		One Year		Three Years		Five Years		Five Years
Contractual obligations (principal and interest(1)):
	Long-term debt obligations		$	1,113,190	$	344,320	$	427,881	$	340,989	$	-
	Operating lease obligations			10,158		700		1,400		1,592		6,466
	Purchase obligations (primarily construction
		commitments)		347		347		-		-		-
	Other obligations (primarily due to Vornado)			47,934		4,000		8,000		8,000		27,934
			$	1,171,629	$	349,367	$	437,281	$	350,581	$	34,400
Commitments:
	Standby letters of credit		$	3,308	$	3,308	$	-	$	-	$	-
(1)		Interest on variable rate debt is computed using rates in effect at December 31, 2013.

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Liquidity and Capital Resources – continued

Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence 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 Program Reauthorization Act, which expires in December 2014.  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 with no exposure to FNSIC.  For NBCR acts, FNSIC is responsible for a $275,000 deductible and 15% of the balance of a covered loss, and the Federal government is responsible for the remaining 85% 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.  However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.  We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our mortgage loans are non-recourse to us, except for $75,000,000 of the $320,000,000 mortgage on our 731 Lexington Avenue property, in the event of a substantial casualty, as defined.  Our mortgage 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.  If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties.

Flushing Property

In 2002, Flushing Expo, Inc. (“Expo”) agreed to purchase the stock of the entity which owns the Flushing property from us (“Purchase of the Property”) and gave us a non-refundable deposit of $1,875,000. Pursuant to a stipulation of settlement, we settled the action Expo brought against us regarding the Purchase of the Property and in June 2011, deposited the settlement amount with the Court, in exchange for which we received a stipulation of discontinuance, with prejudice, as well as general releases. In November 2011, Expo filed another action, this time against our tenant at the Flushing property asserting, among other things, that such tenant interfered with Expo's Purchase of the Property from us and sought $50,000,000 in damages from our tenant, who sought indemnification from us for such amount. In August 2012, the Court entered judgment denying Expo's claim for damages.  Expo filed a motion to re-argue the decision, which the Court denied on December 7, 2012.  Expo has appealed the Court’s August 2012 decision.  We believe, after consultation with counsel, that the amount or range of reasonably possible losses, if any, cannot be estimated.

Paramus

In 2001, we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease has a purchase option in 2021 for $75,000,000. The property is encumbered by a $68,000,000 interest-only mortgage loan with a fixed rate of 2.90%, which matures in October 2018. The annual triple-net rent is the sum of $700,000 plus the amount of debt service 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. 

Other

There are various 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 condition, results of operations or cash flows.

29

 

Liquidity and Capital Resources – continued

Cash Flows

Cash and cash equivalents were $347,718,000 at December 31, 2013, compared to $353,396,000 at December 31, 2012, a decrease of $5,678,000.  This decrease resulted from $72,241,000 of net cash used in financing activities and $7,320,000 of net cash used in investing activities, partially offset by $73,883,000 of net cash provided by operating activities. Our consolidated outstanding debt was $1,049,959,000 at December 31, 2013, a $15,957,000 decrease from the balance at December 31, 2012.

Year Ended December 31, 2013

Net cash provided by operating activities of $73,883,000 was comprised of net income of $56,915,000 and $27,876,000 of adjustments for non-cash items, partially offset by $10,908,000 for the net change in operating assets and liabilities.  The adjustments for non-cash items were primarily comprised of depreciation and amortization of $31,395,000, partially offset by straight-lining of rental income of $3,707,000.

Net cash used in investing activities of $7,320,000 was primarily comprised of $7,671,000 of real estate additions.

Net cash used in financing activities of $72,241,000 was primarily comprised of dividends paid on common stock of $56,197,000 and debt repayments of $15,957,000.

Year Ended December 31, 2012

Cash and cash equivalents were $353,396,000 at December 31, 2012, compared to $506,619,000 at December 31, 2011, a decrease of $153,223,000.  This decrease resulted from $973,007,000 of net cash used in financing activities, partially offset by $710,077,000 of net cash provided by investing activities and $109,707,000 of net cash provided by operating activities.

Net cash provided by operating activities was $109,707,000, of which $34,896,000 was related to discontinued operations.  Net cash provided by operating activities was comprised of net income of $674,993,000, and $2,154,000 for the net change in operating assets and liabilities, partially offset by $567,440,000 of adjustments for non-cash items.  The adjustments for non-cash items were primarily comprised of a net gain on the sale of real estate of $599,628,000 and straight-lining of rental income of $4,475,000, partially offset by depreciation and amortization of $36,363,000.

Net cash provided by investing activities of $710,077,000 was comprised of (i) net proceeds from the sale of real estate of $714,054,000 (excluding $30,000,000 of stock consideration) and (ii) proceeds from maturing short-term investments of $5,000,000, partially offset by (iii) $7,351,000 of real estate additions, primarily related to our Rego Park II property and (iv) an increase in restricted cash of $1,626,000.

Net cash used in financing activities of $973,007,000 was primarily comprised of (i) dividends paid on common stock of $699,791,000, which included a special dividend of $623,178,000 to distribute the tax gain on the sale of Kings Plaza, (ii) repayment of the Kings Plaza debt of $250,000,000 upon the sale of the property, (iii) debt repayments of $15,016,000 and (iv) a payment of $7,800,000 to acquire the noncontrolling interest in the Kings Plaza energy plant joint venture, which was sold with the mall.

30

 

Liquidity and Capital Resources – continued

Year Ended December 31, 2011

Cash and cash equivalents were $506,619,000 at December 31, 2011, compared to $397,220,000 at December 31, 2010, an increase of $109,399,000.  This increase resulted from $92,514,000 of net cash provided by operating activities, $383,000 of net cash provided by investing activities and $16,502,000 of net cash provided by financing activities.

Net cash provided by operating activities of $92,514,000 was comprised of net income of $81,046,000, and $22,216,000 of adjustments for non-cash items, partially offset by $10,748,000 for the net change in operating assets and liabilities.  The adjustments for non-cash items were primarily comprised of depreciation and amortization of $37,086,000, partially offset by straight-lining of rental income of $12,609,000 and a $2,561,000 reversal of a portion of the liability for income taxes.

Net cash provided by investing activities of $383,000 was comprised of (i) proceeds from maturing short-term investments of $23,000,000, partially offset by (ii) $14,415,000 of real estate additions, primarily related to the development of our Rego Park II property, (iii) purchases of short-term investments of $5,000,000, and (iv) an increase in restricted cash of $3,202,000.

Net cash provided by financing activities of $16,502,000 was primarily comprised of $593,000,000 of proceeds from the refinancing of our Rego Park II, Kings Plaza and Paramus properties, partially offset by debt repayments of $508,479,000 (primarily Rego Park II, Kings Plaza and Paramus) and dividends paid on common stock of $61,277,000.

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Funds from Operations (“FFO”)

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries.  FFO and FFO per diluted share are used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.  A reconciliation of our net income to FFO is provided below.

FFO attributable to common stockholders for the year ended December 31, 2013 was $85,717,000, or $16.78 per diluted share, compared to $107,616,000, or $21.07 per diluted share for the prior year.  FFO attributable to common stockholders includes FFO from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the year ended December 31, 2013, compared to $28,936,000, or $5.67 per diluted share, including $4,218,000 of real property depreciation, for the prior year.

FFO attributable to common stockholders for the quarter ended December 31, 2013 was $23,015,000, or $4.50 per diluted share, compared to $24,723,000, or $4.84 per diluted share for the prior year’s quarter.  FFO attributable to common stockholders includes FFO from discontinued operations (Kings Plaza) of $2,252,000, or $0.44 per diluted share for the quarter ended December 31, 2013, compared to $5,496,000, or $1.08 per diluted share for the prior year’s quarter.

The following table reconciles our net income to FFO:

	For the Year Ended				For the Quarter Ended
(Amounts in thousands, except share and per share amounts)	December 31,				December 31,
	2013		2012		2013		2012
Net income attributable to Alexander’s	$	56,915	$	674,387	$	15,790	$	617,157
Net gain on sale of real estate		-		(599,628)		-		(599,628)
Depreciation and amortization of real property		28,802		32,857		7,225		7,194
FFO attributable to common stockholders	$	85,717	$	107,616	$	23,015	$	24,723
FFO attributable to common stockholders per diluted share	$	16.78	$	21.07	$	4.50	$	4.84
Weighted average shares used in computing diluted FFO per share		5,109,055		5,107,610		5,109,717		5,108,016

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ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control.  Our exposure to a change in interest rates is summarized in the table below.

		2013					2012
				Weighted	Effect of 1%				Weighted
		December 31,		Average	Change in		December 31,		Average
(Amounts in thousands, except per share amounts)		Balance		Interest Rate	Base Rates		Balance		Interest Rate
Variable (including $42,924 and $45,803,
	respectively, due to Vornado)	$	312,420	2.00%	$	3,124	$	318,048	2.07%
Fixed Rate			780,463	4.46%		-		793,671	4.48%
		$	1,092,883		$	3,124	$	1,111,719
Total effect on diluted earnings per share					$	0.61

The fair value of our consolidated debt 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.  As of December 31, 2013 and 2012, the estimated fair value of our consolidated debt was $1,115,000,000 and $1,143,000,000, respectively.  Our fair value estimates, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

33

 

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		Page
	Index to Consolidated Financial Statements	Number
Report of Independent Registered Public Accounting Firm		35
Consolidated Balance Sheets at December 31, 2013 and 2012		36
Consolidated Statements of Income for the
	Years Ended December 31, 2013, 2012 and 2011	37
Consolidated Statements of Comprehensive Income for the
	Years Ended December 31, 2013, 2012 and 2011	38
Consolidated Statements of Changes in Equity for the
	Years Ended December 31, 2013, 2012 and 2011	39
Consolidated Statements of Cash Flows for the
	Years Ended December 31, 2013, 2012 and 2011	40
Notes to Consolidated Financial Statements		41

34

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Alexander’s, Inc.

Paramus, New Jersey

We have audited the accompanying consolidated balance sheets of Alexander’s, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013.  Our audits also included the financial statement schedules listed in the Index at Item 15.  These financial statements and financial statement schedules are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Alexander’s, Inc. and subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 24, 2014

35

 

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
				December 31,
ASSETS				2013		2012
	Real estate, at cost:
		Land		$	44,971	$	44,971
		Buildings and leasehold improvements			869,681		864,609
		Development and construction in progress			4,924		2,212
			Total		919,576		911,792
	Accumulated depreciation and amortization				(185,375)		(160,826)
	Real estate, net				734,201		750,966
	Cash and cash equivalents				347,718		353,396
	Restricted cash				90,044		90,395
	Marketable securities				31,522		31,206
	Tenant and other receivables, net of allowance for doubtful accounts of $1,993 and $2,219, respectively				2,925		1,953
	Receivable arising from the straight-lining of rents				177,401		173,694
	Deferred lease and other property costs, net, including unamortized leasing fees to Vornado of
		$36,728 and $39,910, respectively			50,273		54,461
	Deferred debt issuance costs, net of accumulated amortization of $19,187 and $16,834, respectively				3,246		5,522
	Other assets				20,394		20,217
				$	1,457,724	$	1,481,810
LIABILITIES AND EQUITY
	Mortgages payable			$	1,049,959	$	1,065,916
	Amounts due to Vornado				43,307		46,445
	Accounts payable and accrued expenses				27,450		33,621
	Other liabilities				3,427		3,675
			Total liabilities		1,124,143		1,149,657
	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, 5,106,196 shares and 5,105,936 shares, respectively			5,173		5,173
	Additional capital				29,745		29,352
	Retained earnings				297,515		296,797
	Accumulated other comprehensive income				1,522		1,206
					333,955		332,528
	Treasury stock: 67,254 shares and 67,514 shares, respectively, at cost				(374)		(375)
			Total equity		333,581		332,153
				$	1,457,724	$	1,481,810
See notes to consolidated financial statements.

36

 

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
				Year Ended December 31,
				2013		2012		2011
	REVENUES
		Property rentals		$	135,908	$	134,847	$	133,682
		Expense reimbursements			60,551		56,465		51,564
	Total revenues				196,459		191,312		185,246
	EXPENSES
		Operating, including fees to Vornado of $4,196, $4,318, and $3,687, respectively			64,675		61,755		55,481
		Depreciation and amortization			28,987		28,815		28,083
		General and administrative, including management fees to Vornado of $2,380, $2,160
			and $2,160, respectively		5,281		5,162		3,996
	Total expenses				98,943		95,732		87,560
	OPERATING INCOME				97,516		95,580		97,686
		Interest and other income, net			1,527		177		1,001
		Interest and debt expense			(44,540)		(45,652)		(43,898)
		Income before income taxes			54,503		50,105		54,789
		Income tax benefit (expense)			160		(64)		42
	Income from continuing operations				54,663		50,041		54,831
	Income from discontinued operations, including a $599,628 net gain on sale of real
		estate in 2012			2,252		624,952		26,215
	Net income				56,915		674,993		81,046
	Net income attributable to the noncontrolling interest				-		(606)		(1,623)
	Net income attributable to Alexander’s			$	56,915	$	674,387	$	79,423
	Income per common share - basic and diluted:
		Income from continuing operations		$	10.70	$	9.80	$	10.74
		Income from discontinued operations, net			0.44		122.24		4.81
		Net income per common share		$	11.14	$	132.04	$	15.55
		Weighted average shares outstanding			5,109,055		5,107,610		5,106,568
See notes to consolidated financial statements.

37

 

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
			Year Ended December 31,
			2013		2012		2011
	Net income		$	56,915	$	674,993	$	81,046
	Other comprehensive income:
		Change in unrealized net gain on available-for-sale securities		316		1,206		-
	Comprehensive income			57,231		676,199		81,046
	Less comprehensive income attributable to the noncontrolling interest			-		(606)		(1,623)
	Comprehensive income attributable to Alexander's		$	57,231	$	675,593	$	79,423
See notes to consolidated financial statements.

38

 

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
									Accumulated
									Other				Non-
		Common Stock			Additional		Retained		Comprehensive		Treasury		controlling		Total
		Shares	Amount		Capital		Earnings		Income		Stock		Interest		Equity
Balance, December 31, 2010		5,173	$	5,173	$	31,501	$	304,055	$	-	$	(375)	$	3,422	$	343,776
Net income		-		-		-		79,423		-		-		1,623		81,046
Dividends paid		-		-		-		(61,277)		-		-		-		(61,277)
Distributions		-		-		-		-		-		-		(600)		(600)
Deferred stock unit grant		-		-		300		-		-		-		-		300
Balance, December 31, 2011		5,173		5,173		31,801		322,201		-		(375)		4,445		363,245
Net income		-		-		-		674,387		-		-		606		674,993
Dividends paid, including a special
	dividend of $623,178	-		-		-		(699,791)		-		-		-		(699,791)
Acquisition of the noncontrolling
	interest	-		-		(2,749)		-		-		-		(5,051)		(7,800)
Change in unrealized net gain
	on available-for-sale securities	-		-		-		-		1,206		-		-		1,206
Deferred stock unit grant		-		-		300		-		-		-		-		300
Balance, December 31, 2012		5,173		5,173		29,352		296,797		1,206		(375)		-		332,153
Net income		-		-		-		56,915		-		-		-		56,915
Dividends paid		-		-		-		(56,197)		-		-		-		(56,197)
Change in unrealized net gain
	on available-for-sale securities	-		-		-		-		316		-		-		316
Deferred stock unit grant		-		-		394		-		-		-		-		394
Other		-		-		(1)		-		-		1		-		-
Balance, December 31, 2013		5,173	$	5,173	$	29,745	$	297,515	$	1,522	$	(374)	$	-	$	333,581
See notes to consolidated financial statements.

39

 

ALEXANDER’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
			Year Ended December 31,
			2013		2012		2011
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net income		$	56,915	$	674,993	$	81,046
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization, including amortization of debt issuance costs		31,395		36,363		37,086
		Straight-lining of rental income		(3,707)		(4,475)		(12,609)
		Stock-based compensation expense		394		300		300
		Reduction of income tax liability		(206)		-		(2,561)
		Net gain on sale of real estate		-		(599,628)		-
	Change in operating assets and liabilities:
		Tenant and other receivables, net		(972)		234		1,672
		Other assets		(472)		4,318		(5,484)
		Amounts due to Vornado		(3,138)		(2,405)		(2,445)
		Accounts payable and accrued expenses		(6,284)		(107)		(4,547)
		Other liabilities		(42)		114		56
	Net cash provided by operating activities			73,883		109,707		92,514
	CASH FLOWS FROM INVESTING ACTIVITIES
		Construction in progress and real estate additions		(7,671)		(7,351)		(14,415)
		Restricted cash		351		(1,626)		(3,202)
		Proceeds from sale of real estate		-		714,054		-
		Proceeds from maturing short-term investments		-		5,000		23,000
		Purchases of short-term investments		-		-		(5,000)
	Net cash (used in) provided by investing activities			(7,320)		710,077		383
	CASH FLOWS FROM FINANCING ACTIVITIES
		Dividends paid, including a special dividend of $623,178 in 2012		(56,197)		(699,791)		(61,277)
		Debt repayments		(15,957)		(265,016)		(508,479)
		Debt issuance costs		(87)		(400)		(6,142)
		Acquisition of the noncontrolling interest		-		(7,800)		-
		Proceeds from borrowing		-		-		593,000
		Distributions to the noncontrolling interest		-		-		(600)
	Net cash (used in) provided by financing activities			(72,241)		(973,007)		16,502
		Net (decrease) increase in cash and cash equivalents		(5,678)		(153,223)		109,399
		Cash and cash equivalents at beginning of year		353,396		506,619		397,220
		Cash and cash equivalents at end of year	$	347,718	$	353,396	$	506,619
	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash payments for interest		$	42,121	$	47,932	$	53,343
	NON-CASH TRANSACTIONS
	Liability for real estate additions included in accounts payable and accrued expenses		$	1,084	$	221	$	3,052
	Marketable securities received in connection with the sale of real estate			-		30,000		-
	Commission payable to Vornado incurred in connection with the sale of real estate			-		7,510		-
	Write-off of fully amortized and/or depreciated assets			-		648		6,799
See notes to consolidated financial statements.

40

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 six properties in the greater New York City metropolitan area consisting of:

Operating properties

·731 Lexington Avenue, a 1,307,000 square foot multi-use building, comprising the entire square block bounded by Lexington Avenue, East 59^th Street, Third Avenue and East 58^th Street in Manhattan.  The building contains 885,000 and 174,000 of net rentable square feet of office and retail space, respectively, which we own, and 248,000 square feet of residential space consisting of 105 condominium units, which we sold.  Bloomberg L.P. (“Bloomberg”) occupies all of the office space.  The Home Depot (83,000 square feet), The Container Store (34,000 square feet) and Hennes & Mauritz (27,000 square feet) are the principal retail tenants;

·Rego Park I, a 343,000 square foot shopping center, located on Queens Boulevard and 63^rd Road in Queens.  The center is anchored by a 195,000 square foot Sears department store, a 50,000 square foot Burlington Coat Factory, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls;

·Rego Park II, a 609,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens.  The center is anchored by a 145,000 square foot Costco, a 135,000 square foot Century 21 and a 133,000 square foot Kohl’s.  In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us, a one-third owned affiliate of Vornado;

·Paramus, located at the intersection of Routes 4 and 17 in Paramus, New Jersey, consists of 30.3 acres of land that is leased to IKEA Property, Inc.; and

·Flushing, a 167,000 square foot building, located at Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.

Property under development

·Rego Park II Apartment Tower; We have commenced the construction of an apartment tower, which will contain approximately 300 units aggregating 250,000 square feet, above our Rego Park II shopping center.  Construction is expected to be completed in 2015 and cost approximately $125,000,000, of which $2,265,000has been incurred as of December 31, 2013.  There can be no assurance that the project will be completed, or completed on schedule or within budget.

Property to be developed

·Rego Park III, a 3.2 acre land parcel adjacent to the Rego Park II shopping center in Queens, at the intersection of Junction Boulevard and the Horace Harding Service Road.

We have determined that our properties have similar economic characteristics and meet the criteria that permit the properties to be aggregated into one reportable segment (the leasing, management, development and redeveloping of properties in the greater New York City metropolitan area).  Our chief operating decision-maker assesses and measures segment operating results based on a performance measure referred to as net operating income at the individual operating segment.  Net operating income for each property represents net rental revenues less operating expenses.

41

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying consolidated financial statements include our accounts and those of our consolidated subsidiaries.  All intercompany amounts have been eliminated.  Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Certain prior year balances have been reclassified in order to conform to current year presentation.

Recently Issued Accounting Literature– In February 2013, the Financial Accounting Standards Board issued Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”).  ASU No. 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety.  The adoption of this update as of January 1, 2013, did not have any impact on our consolidated financial statements.

Real Estate – Real estate is carried at cost, net of accumulated depreciation and amortization.  Maintenance and repairs are expensed as incurred.  Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components.  As real estate is undergoing development activities, all property operating expenses directly associated with and attributable to, the development and construction of a project, including interest expense, are capitalized to the cost of the real property to the extent that we believe such costs are recoverable through the value of the property.  The capitalization period begins when development activities are underway and ends when the project is substantially complete.  General and administrative costs are expensed as incurred.  Depreciation is recognized on a straight-line basis over estimated useful lives, which range from 3 to 40 years.  Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. 

Our properties and related intangible assets, including properties to be developed in the future and currently under development, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Estimates of future cash flows are based on our current plans, intended holding periods and available market information at the time the analyses are prepared.  For our development properties, estimates of future cash flows also include all future expenditures necessary to develop the asset, including interest payments that will be capitalized as part of the cost of the asset.  An impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property’s carrying amount over its estimated fair value.  If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.  Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

42

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Cash and Cash Equivalents – Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value, due to their short-term maturities.  The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, (iii) money market funds, which invest in United States Treasury Bills and (iv) certificates of deposit placed through an account registry service (“CDARS”).  To date we have not experienced any losses on our invested cash. 

Restricted Cash – Restricted cash primarily consists of cash held in a non-interest bearing escrow account in connection with our Rego Park I 100% cash collateralized mortgage, as well as security deposits and other cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

Marketable Securities – Our marketable securities consist of common shares of The Macerich Company (NYSE: MAC) (“Macerich”), which are classified as available-for-sale.  Available-for-sale securities are presented at fair value on our consolidated balance sheets.  Unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income” and are recognized in earnings only upon the sale of the securities.  We evaluate our marketable securities for impairment at the end of each reporting period.  If investments have unrealized losses, we evaluate the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline.  In our evaluation, we consider our ability and intent to hold our investment for a reasonable period of time sufficient for us to recover our cost basis, as well as the near-term prospects for the investment in relation to the severity and duration of the decline.

Allowance for Doubtful Accounts– We periodically evaluate the collectibility of amounts due from tenants, including the receivable arising from the straight-lining of rents, and maintain an allowance for doubtful accounts ($1,993,000 and $2,219,000 as of December 31, 2013 and 2012, respectively) for the estimated losses resulting from the inability of tenants to make required payments under the lease agreements.  We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.

Deferred Charges – Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest and debt expense.  Direct costs related to leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases.  All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

Revenue Recognition – We have the following revenue sources and revenue recognition policies:

Base Rent – revenue arising from tenant leases.  These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent steps and free rent abatements under the leases.  We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use.  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.

Percentage Rent – revenue arising from retail tenant leases that is contingent upon the sales of tenants exceeding defined thresholds.  These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

Expense Reimbursements – revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective properties.  This revenue is accrued in the same periods as the expenses are incurred.

Parking Income – revenue arising from the rental of parking space at our properties.  This income is recognized as cash is received.

43

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes – We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust (“REIT”) under Sections 856 – 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  In order to maintain our qualification as a REIT under the Code, we must distribute at least 90% of our taxable income to stockholders each year.  We distribute to our stockholders 100% of our taxable income and therefore, no provision for Federal income taxes is required.  Dividends distributed for the year ended December 31, 2013 were categorized, for federal income tax purposes, as ordinary income.  Dividends distributed for the year ended December 31, 2012 were characterized, for federal income tax purposes, as 10.9% ordinary income and 89.1% long-term capital gain.

The following table reconciles our net income to estimated taxable income for the years ended December 31, 2013, 2012 and 2011.

(Unaudited and in thousands)		Years Ended December 31,
		2013		2012		2011
Net income attributable to Alexander’s		$	56,915	$	674,387	$	79,423
Straight-line rent adjustments			(3,707)		(4,475)		(12,609)
Depreciation and amortization timing differences			2,134		910		1,263
Interest expense			27		29		(2,425)
Reversal of liability for income taxes			(206)		-		-
Additional tax gain on sale of the Kings Plaza
	Regional Shopping Center		-		23,928		-
Other			(2,213)		4,396		(3,429)
Estimated taxable income		$	52,950	$	699,175	$	62,223

At December 31, 2013, the net basis of our assets and liabilities for tax purposes are approximately $189,757,000 lower than the amount reported for financial statement purposes.

44

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.    RELATED PARTY TRANSACTIONS

Vornado

At December 31, 2013, 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.

Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado.  At December 31, 2013, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.3% of our outstanding common stock, in addition to the 2.1% they indirectly own through Vornado.  Joseph Macnow, our Executive Vice President and Chief Financial Officer, is the Executive Vice President – Finance and Chief Administrative Officer of Vornado.

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) $272,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.

In addition, Vornado is entitled to a development fee of 6% of development costs, as defined.

Leasing 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.  The total of these amounts is payable in annual installments in an amount not to exceed $4,000,000, with interest on the unpaid balance at one-year LIBOR plus 1.0% (1.84% at December 31, 2013).

Other Agreements

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, for an annual fee of the cost for such services plus 6%.

45

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.    RELATED PARTY TRANSACTIONS – continued

The following is a summary of fees to Vornado under the agreements discussed above, and includes $2,021,000 and $3,182,000 of property management and leasing fees in the years ended December 31, 2012 and 2011, respectively, related to the Kings Plaza Regional Shopping Center (“Kings Plaza”), which was sold in November 2012 (see Note 4 – Discontinued Operations).   

		Year Ended December 31,
(Amounts in thousands)		2013		2012		2011
Company management fees		$	2,800	$	2,983	$	3,000
Development fees			-		438		750
Leasing fees			1,126		2,217		4,472
Commission on sale of real estate			-		7,510		-
Property management fees and payments for cleaning, engineering
	and security services		3,415		4,531		4,120
		$	7,341	$	17,679	$	12,342

At December 31, 2013, we owed Vornado $42,924,000 for leasing fees and $383,000 for management, property management and cleaning fees.

4.     DISCONTINUED OPERATIONS

On November 28, 2012, we completed the sale of Kings Plaza located in Brooklyn, New York, to Macerich, for $751,000,000.  Net proceeds from the sale, after repaying the existing loan and closing costs, were $479,000,000, of which $30,000,000 was in Macerich common shares.  The financial statement gain was $601,976,000, of which $599,628,000 was recognized in the fourth quarter of 2012 and the remaining $2,348,000 was deferred and will be recognized upon the disposition of the Macerich common shares.  Prior to the sale, in November 2012, we acquired the remaining 75% interest in our consolidated subsidiary, the Kings Plaza energy plant joint venture (which was sold with Kings Plaza), for $7,800,000 in cash.

On November 30, 2012, our Board of Directors declared a special long-term capital gain dividend of $122.00 per share, or $623,178,000 in the aggregate, to distribute the tax gain resulting from the sale of Kings Plaza.

In accordance with the provisions of ASC 360, Property, Plant and Equipment, we have reclassified the revenues and expenses of Kings Plaza to “income from discontinued operations” for all of the periods presented on our consolidated statements of income.  The table below sets forth the income from discontinued operations for the years ended December 31, 2013, 2012 and 2011.

		Year Ended December 31,
(Amounts in thousands)			2013		2012		2011
Total revenues		$	-	$	61,836	$	69,006
Total operating expenses(1)			-		31,214		35,764
			-		30,622		33,242
Interest and other income, net			2,252		45		1,671
Interest and debt expense			-		(5,343)		(8,698)
Net gain on sale			-		599,628		-
Income from discontinued operations		$	2,252	$	624,952	$	26,215
___________________
(1)	Includes fees to Vornado of $1,368 and $1,598 for the years ended December 31, 2012 and 2011, respectively.

46

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.     MARKETABLE SECURITIES

As of December 31, 2013 and 2012, we owned 535,265 Macerich common shares, which were received in connection with the sale of Kings Plaza to Macerich.  These shares have an economic cost of $56.05 per share, or $30,000,000 in the aggregate.  As of December 31, 2013 and 2012, the fair value of these shares were $31,522,000 and $31,206,000, respectively, based on Macerich’s closing share price of $58.89 per share and $58.30 per share, respectively.  These shares are included in “marketable securities” on our consolidated balance sheets and are classified as available-for-sale.  Available-for-sale securities are presented at fair value and unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income.”  Other comprehensive income includes unrealized gains of $316,000 and $1,206,000 for the years ended December 31, 2013 and 2012, respectively.

6.    MORTGAGES PAYABLE

The following is a summary of outstanding mortgages payable.

			Interest Rate at		Balance at December 31,
(Amounts in thousands)		Maturity	December 31, 2013		2013		2012
First mortgages secured by:
	731 Lexington Avenue, office space(1)	Feb. 2014	5.33	%	$	314,217	$	327,425
	Rego Park I shopping center (100% cash
	collateralized)	Mar. 2015	0.40	%		78,246		78,246
	731 Lexington Avenue, retail space(2)	Jul. 2015	4.93	%		320,000		320,000
	Paramus	Oct. 2018	2.90	%		68,000		68,000
	Rego Park II shopping center(3)	Nov. 2018	2.02	%		269,496		272,245
					$	1,049,959	$	1,065,916
(1)	We are in the process of finalizing a $300,000 refinancing of this loan.
(2)	In the event of a substantial casualty, as defined, up to $75,000 of this loan may become recourse to us.
(3)	This loan bears interest at LIBOR plus 1.85%.

All of our debt is secured by mortgages and/or pledges of the stock of the subsidiaries holding the properties.  The net carrying value of real estate collateralizing the debt amounted to $728,007,000 at December 31, 2013.  Our existing financing documents contain covenants that limit our ability to incur additional indebtedness on these properties, and in certain circumstances, provide for lender approval of tenants’ leases and yield maintenance to prepay them.  As of December 31, 2013, the principal repayments for the next five years and thereafter are as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	317,179
2015		401,439
2016		3,440
2017		3,707
2018		324,194
Thereafter		-

We may refinance our maturing debt as it comes due or choose to repay it at maturity.

47

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.    FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value.  The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).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 at December 31, 2013 and 2012 consists solely of marketable securities, which is presented in the table below, based on its level in the fair value hierarchy.  There were no financial liabilities measured at fair value at December 31, 2013 and 2012.

		As of December 31, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,522	$	31,522	$	-	$	-
		As of December 31, 2012
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,206	$	31,206	$	-	$	-

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, mortgages payable and leasing commissions due to Vornado.  Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities.  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.  The leasing commissions due to Vornado are carried at cost plus interest at variable rates, which approximate fair value.  The fair value of cash equivalents is classified as Level 1 and the fair value of mortgages payable and leasing commissions due to Vornado is classified as Level 2.  The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2013 and 2012.

			As of December 31, 2013				As of December 31, 2012
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
Assets:
	Cash equivalents	$	184,796	$	184,796	$	289,054	$	289,054
Liabilities:
	Mortgages payable	$	1,049,959	$	1,072,000	$	1,065,916	$	1,097,000
	Leasing commissions (included in Amounts due to Vornado)		42,924		43,000		45,803		46,000
		$	1,092,883	$	1,115,000	$	1,111,719	$	1,143,000

48

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.    LEASES

As Lessor

We lease space to tenants in an office building and in retail centers.  The rental terms range from approximately 5 to 25 years.  The leases provide for the payment of fixed base rents payable monthly in advance as well as reimbursements of real estate taxes, insurance and maintenance costs.  Retail leases may also provide for the payment by the lessee of additional rents based on a percentage of their sales.

Future base rental revenue under these non-cancelable operating leases is as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	126,803
2015		127,885
2016		119,594
2017		120,932
2018		120,971
Thereafter		1,022,573

These future minimum amounts do not include additional rents based on a percentage of tenants’ sales.  For the years ended December 31, 2013, 2012, and 2011, these rents were $416,000, $416,000, and $427,000, respectively.

Bloomberg accounted for $88,164,000, $86,468,000 and $84,526,000, or 45%, 45% and 46% of our total revenues in the years ended December 31, 2013, 2012 and 2011, respectively.  No other tenant accounted for more than 10% of our total revenues in any of the last three years.  If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it would adversely affect our results of operations and financial condition.  We receive and evaluate certain confidential financial information and metrics from Bloomberg on a semi-annual basis.  In addition, we access and evaluate financial information regarding Bloomberg from private sources, as well as publicly available data.

As Lessee

We are a tenant under a long-term ground lease at our Flushing property, which expires in 2027 and has one 10-year extension option.  Future lease payments under this operating lease, excluding the extension option, are as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	700
2015		700
2016		700
2017		792
2018		800
Thereafter		6,466

Rent expense was $746,000 in each of the years ended December 31, 2013, 2012 and 2011.

49

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.    STOCK-BASED COMPENSATION

Our 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, and any other person or entity as designated by the Omnibus Stock Plan Committee of our Board of Directors.  As of December 31, 2013, there were 3,521 DSUs outstanding and 891,219 shares were available for future grant.  We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. 

In May 2013, the Company granted each of the members of its Board of Directors 243 DSUs with a grant date fair value of $56,250 per grant, or $394,000 in the aggregate.  The DSUs entitle the holder 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. 

10.  COMMITMENTS AND CONTINGENCIES

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence 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 Program Reauthorization Act, which expires in December 2014.  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 with no exposure to FNSIC.  For NBCR acts, FNSIC is responsible for a $275,000 deductible and 15% of the balance of a covered loss, and the Federal government is responsible for the remaining 85% 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.  However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.  We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our mortgage loans are non-recourse to us, except for $75,000,000 of the $320,000,000 mortgage on our 731 Lexington Avenue property, in the event of a substantial casualty, as defined.  Our mortgage 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.  If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties.

Flushing Property

In 2002, Flushing Expo, Inc. (“Expo”) agreed to purchase the stock of the entity which owns the Flushing property from us (“Purchase of the Property”) and gave us a non-refundable deposit of $1,875,000. Pursuant to a stipulation of settlement, we settled the action Expo brought against us regarding the Purchase of the Property and in June 2011, deposited the settlement amount with the Court, in exchange for which we received a stipulation of discontinuance, with prejudice, as well as general releases. In November 2011, Expo filed another action, this time against our tenant at the Flushing property asserting, among other things, that such tenant interfered with Expo's Purchase of the Property from us and sought $50,000,000 in damages from our tenant, who sought indemnification from us for such amount. In August 2012, the Court entered judgment denying Expo's claim for damages. Expo filed a motion to re-argue the decision, which the Court denied on December 7, 2012.  Expo has appealed the Court’s August 2012 decision.  We believe, after consultation with counsel, that the amount or range of reasonably possible losses, if any, cannot be estimated.

50

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  COMMITMENTS AND CONTINGENCIES – continued

Paramus

In 2001, we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease has a purchase option in 2021 for $75,000,000. The property is encumbered by a $68,000,000 interest-only mortgage loan with a fixed rate of 2.90%, which matures in October 2018. The annual triple-net rent is the sum of $700,000 plus the amount of debt service 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.

Letters of Credit

Approximately $3,308,000 of standby letters of credit were issued and outstanding as of December 31, 2013.

Other

There are various legal actions against us in the ordinary course of business.  In our opinion, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.

11.  MULTIEMPLOYER BENEFIT PLANS

Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.

Multiemployer Pension Plans

Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our subsidiaries may be required to bear their pro rata share of unfunded obligations.  If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability.  As of December 31, 2013, our subsidiaries’ participation in these plans were not significant to our consolidated financial statements.

In the years ended December 31, 2013, 2012 and 2011 our subsidiaries contributed $138,000, $196,000 and $215,000, respectively, towards Multiemployer Pension Plans.  Of these amounts, $61,000 and $75,000 in the years ended December 31, 2012 and 2011, respectively, represent contributions related to discontinued operations, which are included as a component of “income from discontinued operations” on our consolidated statements of income.  Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2013, 2012 and 2011.

Multiemployer Health Plans

Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees.  In the years ended December 31, 2013, 2012 and 2011 our subsidiaries contributed $499,000, $734,000 and $731,000, respectively, towards these plans.  Of these amounts, $250,000 and $251,000 in the years ended December 31, 2012 and 2011, respectively, represent contributions related to discontinued operations, which are included as a component of “income from discontinued operations” on our consolidated statements of income.

51

 

ALEXANDER’S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted income per share, including a reconciliation of net income and the number of shares used in computing basic and diluted income per share.  Basic income per share is determined using the weighted average shares of common stock (including DSUs) outstanding during the period.  Diluted income per share is determined using the weighted average shares of common stock (including DSUs) 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 years ended December 31, 2013, 2012 and 2011.

			For the Years Ended December 31,
(Amounts in thousands, except share and per share amounts)			2013		2012		2011
	Income from continuing operations		$	54,663	$	50,041	$	54,831
	Income from discontinued operations, net of income attributable to
		the noncontrolling interest		2,252		624,346		24,592
	Net income attributable to common stockholders – basic and diluted		$	56,915	$	674,387	$	79,423
	Weighted average shares outstanding – basic and diluted			5,109,055		5,107,610		5,106,568
	Income from continuing operations		$	10.70	$	9.80	$	10.74
	Income from discontinued operations, net			0.44		122.24		4.81
	Net income per common share – basic and diluted		$	11.14	$	132.04	$	15.55

13.  SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

					Net Income
					Attributable to			Net Income Per
					Common			Common Share(1)
	(Amounts in thousands, except per share amounts)		Revenues		Stockholders			Basic		Diluted
	2013
		December 31	$	50,496	$	15,790		$	3.09	$	3.09
		September 30		49,886		13,824			2.71		2.71
		June 30		47,302		13,139			2.57		2.57
		March 31		48,775		14,162			2.77		2.77
	2012
		December 31	$	48,491	$	617,157	(2)	$	120.82	$	120.82
		September 30		48,642		18,856			3.69		3.69
		June 30		46,878		18,892			3.70		3.70
		March 31		47,301		19,482			3.81		3.81
____________________________________
(1)	The total for the year may differ from the sum of the quarters as a result of weighting.
(2)	Includes a $599,628 net gain on sale of real estate.

52

 

ITEM 9.      changes in and disagreements with accountants on accounting and financial disclosure

None.

ITEM 9a.  controls and procedures

Disclosure Controls and Procedures – Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Internal Control Over Financial Reporting – There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

53

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING

The management of Alexander’s, Inc., together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2013, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2013 is effective.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on page 55 of this Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.

54

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Alexander’s, Inc.

Paramus, New Jersey

We have audited the internal control over financial reporting of Alexander’s, Inc. and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2013 of the Company and our report dated February 24, 2014 expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 24, 2014

55

 

ITEM 9b.  other information

None.

PART III

ITEM 10.   directors, executive officers and corporate governance

Information relating to our directors, including our audit committee and audit committee financial expert, will be contained in a definitive Proxy Statement involving the election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  We will file the Proxy Statement with the Securities and Exchange Commission no later than 120 days after December 31, 2013.  Such information is incorporated by reference herein.  Also incorporated herein by reference is the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.

The following is a list of the names, ages, principal occupations and positions with us of our executive officers and the positions held by such officers during the past five years.

		PRINCIPAL OCCUPATION, POSITION AND OFFICE
Name	Age	(Current and during past five years with the Company unless otherwise stated)
Steven Roth	72	Chairman of the Board since May 2004 and Chief Executive Officer since March 1995; Chairman of the Board of Vornado Realty Trust since May 1989; Chief Executive Officer of Vornado Realty Trust since April 2013 and from May 1989 to May 2009; a Trustee of Vornado Realty Trust since 1979; and Managing General Partner of Interstate Properties.
Joseph Macnow	68	Executive Vice President and Chief Financial Officer since June 2002; Executive Vice President – Finance and Administration from March 2001 to June 2002; Vice President and Chief Financial Officer from August 1995 to March 2001; Executive Vice President – Finance and Chief Administrative Officer of Vornado Realty Trust since June 2013; Executive Vice President – Finance and Administration of Vornado Realty Trust from January 1998 to June 2013 and Chief Financial Officer of Vornado Realty Trust from March 2001 to June 2013; and Vice President and Chief Financial Officer of Vornado Realty Trust from 1985 to January 1998.

We have a code of business conduct and ethics that applies to, among others, our Chief Executive Officer and Executive Vice President and Chief Financial Officer.  The code is posted on our website at www.alx-inc.com.  We intend to satisfy our disclosure obligation regarding amendments and waivers of this code applicable to our Chief Executive Officer and Executive Vice President and Chief Financial Officer by posting such information on our website.

56

 

ITEM 11.   EXECUTIVE COMPENSATION

Information relating to executive compensation will be contained in the Proxy Statement referred to in “Item 10.  Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K.  Such information is incorporated by reference herein.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

                    MATTERS

Information relating to security ownership of certain beneficial owners and management and related stockholder matters, except as set forth below, will be contained in the Proxy Statement referred to in “Item 10.  Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K.  Such information is incorporated by reference herein.

Equity Compensation Plan Information  

The following table provides information as of December 31, 2013, regarding our equity compensation.

				Number of securities
	(a)			remaining available for
	Number of securities			future issuance under
	to be issued upon	Weighted-average		equity compensation
	exercise of	exercise price of		plans (excluding
	outstanding options,	outstanding options,		securities reflected in
Plan Category	warrants and rights	warrants and rights		column (a))
Equity compensation plans approved by security holders	3,521	$	-	891,219
Equity compensation plans not approved by security holders	N/A		N/A	N/A
Total	3,521	$	-	891,219

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to certain relationships and related transactions and director independence will be contained in the Proxy Statement referred to in “Item 10.  Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K.  Such information is incorporated by reference herein.

ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to principal accounting fees and services will be contained in the Proxy Statement referred to in “Item 10.  Directors, Executive Officers and Corporate Governance” of this Annual Report on Form 10-K.  Such information is incorporated by reference herein.

57

 

PART IV

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)        The following documents are filed as part of this Annual Report on Form 10-K.

1.     The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.

2.     The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.

		Pages in this
		Annual Report
		on Form 10-K
Schedule II – Valuation and Qualifying Accounts – years ended
	December 31, 2013, 2012 and 2011	60
Schedule III – Real Estate and Accumulated Depreciation as of
	December 31, 2013, 2012 and 2011	61

All other financial statement schedules are omitted because they are not applicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto.

3.     The following exhibits listed on the Exhibit Index, which is incorporated herein by reference, are filed with this Annual Report on Form 10-K.

Exhibit
No.
10.59	Form of Alexander’s, Inc. 2006 Omnibus Stock Plan Deferred Stock Unit Grant Agreement
10.60	Second Amendment and Modification of Loan Agreement and Other Loan Documents and Ratification of Guarantor, dated November 15, 2013, by and between Rego II Borrower LLC, as Borrower, and the Lender
10.61	Partial Release of Mortgage, dated November 15, 2013, by and between Rego II Borrower LLC, as Mortgagor, and the Mortgagee
10.62	Partial Release of Assignment of Leases and Rents, dated November 15, 2013, by and between Rego II Borrower LLC, as Assignor, and the Assignee
12	Computation of Ratios
21	Subsidiaries of Registrant
23	Consent of Independent Registered Public Accounting Firm
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

58

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ALEXANDER’S, INC.
			(Registrant)
Date: February 24, 2014	By:		/s/ Joseph Macnow
			Joseph Macnow, Executive Vice President
			and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature		Title			Date
By:	/s/Steven Roth		Chairman of the Board of Directors and			February 24, 2014
		(Steven Roth)		Chief Executive Officer
				(Principal Executive Officer)
By:	/s/Joseph Macnow		Executive Vice President and			February 24, 2014
		(Joseph Macnow)		Chief Financial Officer
					(Principal Financial and Accounting Officer)
						February 24, 2014
By:	/s/Thomas R. DiBenedetto		Director
		(Thomas R. DiBenedetto)
						February 24, 2014
By:	/s/David Mandelbaum		Director
		(David Mandelbaum)
						February 24, 2014
By:	/s/Arthur Sonnenblick		Director
		(Arthur Sonnenblick)
						February 24, 2014
By:	/s/Neil Underberg		Director
		(Neil Underberg)
						February 24, 2014
By:	/s/Richard R. West		Director
		(Richard R. West)
						February 24, 2014
By:	/s/Russell B. Wight Jr.		Director
		(Russell B. Wight Jr)

59

 

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands)
	Column A		Column B		Column C		Column D		Column E
					Additions:		Deductions:
			Balance at		Charged		Uncollectible		Balance
			Beginning		Against		Accounts		at End
	Description		of Year		Operations		Written Off		of Year
	Allowance for doubtful accounts:
		Year Ended December 31, 2013	$	2,219	$	348	$	(574)	$	1,993
		Year Ended December 31, 2012	$	1,039	$	1,304	$	(124)	$	2,219
		Year Ended December 31, 2011	$	1,047	$	427	$	(435)	$	1,039

60

 

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2013
(Amounts in thousands)
COLUMN A				COLUMN B		COLUMN C				COLUMN D		COLUMN E								COLUMN F		COLUMN G	COLUMN H	COLUMN I
												Gross Amount at Which
						Initial Cost to Company(1)						Carried at Close of Period												Depreciation
								Building,		Costs				Building,						Accumulated				in Latest
								Leaseholds		Capitalized				Leaseholds						Depreciation				Income
								and Leasehold		Subsequent				and Leasehold		Construction				and		Date of	Date	Statement
Description				Encumbrances		Land		Improvements		to Acquisition		Land		Improvements		In Progress		Total(2)		Amortization		Construction	Acquired(1)	is Computed
	New York, NY
		Rego Park I		$	78,246	$	1,647	$	8,953	$	48,177	$	1,647	$	56,380	$	750	$	58,777	$	26,056	1959	1992	3-39 years
		Rego Park II:
			Retail		269,496		3,127		1,467		384,105		3,127		385,403		169		388,699		42,145	2009	1992	3-40 years
			Residential		-		-		-		2,265		-		-		2,265		2,265		-	N/A	1992	N/A
		Rego Park III			-		779		-		2,243		779		503		1,740		3,022		81	N/A	1992	5-15 years
		Flushing			-		-		1,660		(107)		-		1,553		-		1,553		732	1975(3)	1992	N/A
		Lexington Avenue			634,217		14,432		12,355		426,552		27,497		425,842		-		453,339		116,361	2003	1992	9-39 years
	Paramus, NJ				68,000		1,441		-		10,313		11,754		-		-		11,754		-	N/A	1992	N/A
	Other Properties				-		167		1,804		(1,804)		167		-		-		167		-	N/A	1992	N/A
TOTAL				$	1,049,959	$	21,593	$	26,239	$	871,744	$	44,971	$	869,681	$	4,924	$	919,576	$	185,375
(1)  Initial cost is as of May 15, 1992 (the date on which the Company commenced its real estate operations).
(2)		The net basis of the Company’s assets and liabilities for tax purposes is approximately $189,757 lower than the amount reported for financial statement purposes.
(3)		Represents the date the lease was acquired.

61

 

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
				December 31,
				2013		2012		2011
	REAL ESTATE:
		Balance at beginning of period		$	911,792	$	906,907	$	897,312
		Additions (deletions) during the period:
			Land		-		-		-
			Buildings and leasehold improvements		5,072		3,776		49,027
			Development and construction in progress		2,712		1,109		(39,432)
					919,576		911,792		906,907
			Less: Fully depreciated assets		-		-		-
		Balance at end of period		$	919,576	$	911,792	$	906,907
	ACCUMULATED DEPRECIATION:
		Balance at beginning of period		$	160,826	$	136,460	$	112,765
		Additions charged to operating expenses			24,549		24,366		23,695
					185,375		160,826		136,460
			Less: Fully depreciated assets		-		-		-
		Balance at end of period		$	185,375	$	160,826	$	136,460

62

 

			EXHIBIT INDEX
Exhibit
No.
3.1		-	Amended and Restated Certificate of Incorporation. Incorporated herein by reference from Exhibit 3.1 to the registrant’s Registration Statement on Form S-3 filed on September 20, 1995	*
3.2		-	By-laws, as amended. Incorporated herein by reference from Exhibit 3(ii) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000	*
10.1		-	Real Estate Retention Agreement dated as of July 20, 1992, between Vornado Realty Trust and Keen Realty Consultants, Inc., each as special real estate consultants, and the Company. Incorporated herein by reference from Exhibit 10(i)(O) to the registrant’s Annual Report on Form 10-K for the fiscal year ended July 25, 1992	*
10.2		-	Extension Agreement to the Real Estate Retention Agreement, dated as of February 6, 1995, between the Company and Vornado Realty Trust. Incorporated herein by reference from Exhibit 10(i)(G)(2) to the registrant’s Annual Report Form 10-K for the year ended December 31, 1994	*
10.3		-	Agreement of Lease dated as of April 30, 2001 between Seven Thirty One Limited Partnership, landlord, and Bloomberg L.P., tenant. Incorporated herein by reference from Exhibit 10(v) B to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed on August 2, 2001	*
10.4		-	Lease dated as of October 2, 2001 by and between ALX of Paramus LLC, as Landlord, and IKEA Property, Inc. as Tenant. Incorporated herein by reference from Exhibit 10(v)(C)(4) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2001, filed on March 13, 2002	*
10.5		-	First Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10(i)(E)(3) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
10.6		-	59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty, L.P., 731 Residential LLC and 731 Commercial LLC. Incorporated herein by reference from Exhibit 10(i)(E)(4) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
10.7		-	Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10(i)(F)(1) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
10.8		-	Limited Liability Company Operating Agreement of 731 Residential LLC, dated as of July 3, 2002, among 731 Residential Holding LLC, as the sole member, Domenic A. Borriello, as an Independent Manager and Kim Lutthang, as an Independent Manager. Incorporated herein by reference from Exhibit 10(i)(A)(1) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
10.9		-	Limited Liability Company Operating Agreement of 731 Commercial LLC, dated as of July 3, 2002, among 731 Commercial Holding LLC, as the sole member, Domenic A. Borriello, as an Independent Manager and Kim Lutthang, as an Independent Manager. Incorporated herein by reference from Exhibit 10(i)(A)(2) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
			___________________
	*		Incorporated by reference.

63

 

10.10		-	Reimbursement Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., 731 Commercial LLC, 731 Residential LLC and Vornado Realty, L.P. Incorporated herein by reference from Exhibit 10(i)(C)(8) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 7, 2002	*
10.11		-	First Amendment of Lease, dated as of April 19, 2002, between Seven Thirty One Limited Partnership, landlord and Bloomberg L.P., tenant. Incorporated herein by reference from Exhibit 10(v)(B)(2) to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002, filed on August 7, 2002	*
10.12		-	Loan and Security Agreement, dated as of February 13, 2004, between 731 Office One LLC, as Borrower and German American Capital Corporation, as Lender. Incorporated herein by reference from Exhibit 10.20 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.13		-	Amended, Restated and Consolidated Mortgage, Security Agreement, Financing Statement and Assignment of Leases, Rent and Security Deposits by and between 731 Office One LLC as Borrower and German American Capital Corporation as Lender, dated as of February 13, 2004. Incorporated herein by reference from Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.14		-	Amended, Restated and Consolidated Note, dated as of February 13, 2004, by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.22 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.15		-	Assignment of Leases, Rents and Security Deposits from 731 Office One LLC to German American Capital Corporation, dated as of February 13, 2004. Incorporated herein by reference from Exhibit 10.23 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.16		-	Account and Control Agreement, dated as of February 13, 2004, by and among German American Capital Corporation as Lender, and 731 Office One LLC as Borrower, and JP Morgan Chase as Cash Management Bank. Incorporated herein by reference from Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.17		-	Manager’s Consent and Subordination of Management Agreement dated February 13, 2004 by 731 Office One LLC and Alexander’s Management LLC and German American Capital Corporation. Incorporated herein by reference from Exhibit 10.25 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.18		-	Note Exchange Agreement dated as of February 13, 2004 by and between 731 Office One LLC and German American Capital Corporation. Incorporated herein by reference from Exhibit 10.26 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.19		-	Promissory Note A-1 dated as of February 13, 2004 by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.27 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.20		-	Promissory Note A-2 dated as of February 13, 2004 by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.28 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
			___________________
	*		Incorporated by reference.

64

 

10.21		-	Promissory Note A-3 dated as of February 13, 2004 by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.29 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.22		-	Promissory Note A-4 dated as of February 13, 2004, by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.30 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.23		-	Promissory Note A-X dated as of February 13, 2004, by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.31 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.24		-	Promissory Note B dated as of February 13, 2004, by 731 Office One LLC in favor of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.32 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.25		-	Guaranty of Recourse Obligations dated as of February 13, 2004, by Alexander’s, Inc. to and for the benefit of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.26		-	Environmental Indemnity dated as of February 13, 2004, by Alexander’s, Inc. and 731 Office One LLC for the benefit of German American Capital Corporation. Incorporated herein by reference from Exhibit 10.34 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 2, 2004	*
10.27		-	Loan Agreement dated as of July 6, 2005, between 731 Retail One LLC, as Borrower and Archon Financial, as Lender. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on July 12, 2005	*
10.28	**	-	Form of Stock Option Agreement between the Company and certain employees. Incorporated herein by reference from Exhibit 10.61 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on October 27, 2005	*
10.29	**	-	Form of Restricted Stock Option Agreement between the Company and certain employees. Incorporated herein by reference from Exhibit 10.62 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on October 27, 2005	*
10.30	**	-	Registrant’s 2006 Omnibus Stock Plan dated April 4, 2006. Incorporated herein by reference from Annex B to Schedule 14A, filed by the registrant on April 28, 2006	*
10.31		-	Second Amendment to Real Estate Retention Agreement, dated as of January 1, 2007, by and between Alexander’s, Inc. and Vornado Realty L.P. Incorporated herein by reference from Exhibit 10.64 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 26, 2007	*
10.32		-	Amendment to 59th Street Real Estate Retention agreement, dated as of January 1, 2007, by and among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. Incorporated herein by reference from Exhibit 10.65 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 26, 2007	*
			__________________
	*		Incorporated by reference.
	**		Management contract or compensatory agreement.

65

 

10.33		-	First Amendment to Amended and Restated Management and Development Agreement, dated as of July 6, 2005, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.52 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008	*
10.34		-	Second Amendment to Amended and Restated Management and Development Agreement, dated as of December 20, 2007, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.53 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008	*
10.35		-	Third Amendment to Real Estate Retention Agreement, dated as of December 20, 2007, by and between Alexander’s, Inc., and Vornado Realty L.P. Incorporated herein by reference from Exhibit 10.55 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 25, 2008	*
10.36		-	Loan Agreement dated as of March 10, 2009 between Alexander’s Rego Park Shopping Center Inc., as Borrower and U.S. Bank National Association, as Lender. Incorporated herein by reference from Exhibit 10.55 to the registrant’s Quarterly Report on for 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.37		-	Amended and Restated Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rentals by and between Alexander’s Rego Shopping Center, Inc. as Borrower and U.S. Bank National Association as Lender, dated as of March 10, 2009. Incorporated herein by reference from Exhibit 10.56 to the registrant’s Quarterly Report on for 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.38		-	Amended and Restated Promissory Note dated as of March 10, 2009, by Alexander’s Rego Shopping Center Inc., in favor of U.S. Bank National Association. Incorporated herein by reference from Exhibit 10.57 to the registrant’s Quarterly Report on for 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.39		-	Cash Pledge Agreement dated as of March 10, 2009, executed by Alexander’s Rego Shopping Center Inc. to and for the benefit of U.S. Bank National Association. Incorporated herein by reference from Exhibit 10.58 to the registrant’s Quarterly Report on for 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.40		-	Lease dated as of February 7, 2005, by and between 731 Office One LLC, as Landlord, and Citibank, N.A., as Tenant. Incorporated herein by reference from Exhibit 10.59 to the registrant’s Quarterly Report on for 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.41		-	Assignment and Assumption and Consent Agreement, dated as of March 25, 2009, by and between 731 Office One LLC, as Landlord, Citicorp North America, Inc., as Assignor, and Bloomberg L.P., as Assignee. Incorporated herein by reference from Exhibit 10.60 to the registrant’s Quarterly Report on form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009	*
10.42	**	-	Form of Alexander’s, Inc. 2006 Ominibus Stock Plan Deferred Stock Unit Agreement. Incorporated herein by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K, filed on June 2, 2011	*
10.43		-	Third Amendment to Amended and Restated Management and Development Agreement, dated as of November 30, 2011, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.49 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
			___________________
	*		Incorporated by reference.
	**		Management contract or compensatory agreement.

66

 

10.44		-	Loan and Security Agreement, dated November 30, 2011, by and between Rego II Borrower LLC, as Borrower, and the Lender. Incorporated herein by reference from Exhibit 10.50 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
10.45		-	Consolidated, Amended and Restated Promissory Note, dated November 30, 2011, by and between Rego II Borrower LLC, as Maker, and the Lender. Incorporated herein by reference from Exhibit 10.51 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
10.46		-	Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated November 30, 2011, by and between Rego II Borrower LLC, as Mortgagor, and the Mortgagee. Incorporated herein by reference from Exhibit 10.52 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
10.47		-	Guarantee of Recourse Carveouts, dated November 30, 2011, by Alexander’s, Inc., as Guarantor, to and for the benefit of the Lender. Incorporated herein by reference from Exhibit 10.53 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
10.48		-	Environmental Indemnity Agreement, dated November 30, 2011, among Rego II Borrower LLC and Alexander’s, Inc., individually or collectively as Indemnitor, in favor of the Lender. Incorporated herein by reference from Exhibit 10.54 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012	*
10.49		-	First Omnibus Loan Modification and Extension Agreement dated March 12, 2012 by and between Alexander’s Rego Shopping Center, Inc., as Borrower and U.S. Bank National Association, as Lender. Incorporated herein by reference from Exhibit 10.55 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012	*
10.50		-	Mortgage Modification Agreement dated March 12, 2012 by and between Alexander’s Rego Shopping Center, Inc., as Mortgagor and U.S. Bank National Association, as Mortgagee. Incorporated herein by reference from Exhibit 10.56 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012.	*
10.51		-	First Amendment and Modification of Loan and Security Agreement and Other Loan Documents, dated as of June 20, 2012 by and between Rego II Borrower LLC, as Borrower, and the Lender. Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 6, 2012	*
10.52		-	Fourth Amendment to Amended and Restated Management and Development Agreement, dated as of August 1, 2012, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. Incorporated herein by reference from Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 1, 2012	*
10.53		-	Contribution Agreement and Joint Escrow Instructions, dated as of October 21, 2012, by and between Alexander’s Kings Plaza LLC, Alexander’s of Kings LLC and Kings Parking LLC, and Brooklyn Kings Plaza LLC	*
10.54		-	Fifth Amendment to Amended and Restated Management and Development Agreement, dated as of December 1, 2012, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp	*
10.55	**	-	Agreement, dated February 27, 2013, between Michael D. Fascitelli and Alexander’s, Inc. Incorporated herein by reference from Exhibit 99.1 to the registrant’s Current Report on Form 8-K, filed on February 28, 2013	*
			___________________
	*		Incorporated by reference.
	**		Management contract or compensatory agreement.

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10.56	**	-	Waiver and Release, dated February 27, 2013, between Michael D. Fascitelli and Alexander’s, Inc. Incorporated herein by reference from Exhibit 99.2 to the registrant’s Current Report on Form 8-K, filed on February 28, 2013	*
10.57		-	Second Omnibus Loan Modification and Extension Agreement, dated March 8, 2013, by and between Alexander’s Rego Shopping Center, Inc., as Borrower and U.S. Bank National Association, as Lender. Incorporated herein by reference from exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q, filed on May 6, 2013	*
10.58		-	Second Mortgage Modification Agreement, dated March 8, 2013, by and between Alexander’s Rego Shopping Center, Inc., as Mortgator and U.S. Bank National Association, as Mortgagee. Incorporated herein by reference from exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q, filed on May 6, 2013	*
10.59	**	-	Form of Alexander’s, Inc. 2006 Omnibus Stock Plan Deferred Stock Unit Grant Agreement
10.60		-	Second Amendment and Modification of Loan Agreement and Other Loan Documents and Ratification of Guarantor, dated November 15, 2013, by and between Rego II Borrower LLC, as Borrower, and the Lender
10.61		-	Partial Release of Mortgage, dated November 15, 2013, by and between Rego II Borrower LLC, as Mortgagor, and the Mortgagee
10.62		-	Partial Release of Assignment of Leases and Rents, dated November 15, 2013, by and between Rego II Borrower LLC, as Assignor, and the Assignee
12		-	Computation of Ratios
21		-	Subsidiaries of Registrant
23		-	Consent of Independent Registered Public Accounting Firm
31.1		-	Rule 13a-14 (a) Certification of the Chief Executive Officer
31.2		-	Rule 13a-14 (a) Certification of the Chief Financial Officer
32.1		-	Section 1350 Certification of the Chief Executive Officer
32.2		-	Section 1350 Certification of the Chief Financial Officer
101.INS		-	XBRL Instance Document
101.SCH		-	XBRL Taxonomy Extension Schema
101.CAL		-	XBRL Taxonomy Extension Calculation Linkbase
101.DEF		-	XBRL Taxonomy Extension Definition Linkbase
101.LAB		-	XBRL Taxonomy Extension Label Linkbase
101.PRE		-	XBRL Taxonomy Extension Presentation Linkbase
			___________________
	*		Incorporated by reference.
	**		Management contract or compensatory agreement.

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EX-10

EXHIBIT 10.59

ALEXANDER’S, INC. 2006 OMNIBUS STOCK PLAN
DEFERRED STOCK UNIT GRANT AGREEMENT

DEFERRED STOCK UNIT GRANT AGREEMENT (the “Grant Agreement”) made as of date set forth on Schedule A  hereto between ALEXANDER’S, INC., a Delaware corporation (the “Company”), and the director of the Company’s Board  named on Schedule A  (the “Grantee”). 

RECITALS

A.        In accordance with the Alexander’s, Inc. 2006 Omnibus Stock Plan, as it may be amended or modified from time to time (the “Plan”), the Company desires in connection with the Grantee’s service as a member of the Board of Directors of the Company, to provide the Grantee with an opportunity to acquire the Company’s common shares, par value $1.00 per share (the “Shares”), and thereby provide additional incentive for the Grantee to promote the progress and success of the business of the Company and its subsidiaries.

B.        Schedule A  hereto sets forth certain significant details of the deferred stock unit grant herein and is incorporated herein by reference.  Capitalized terms used herein and not otherwise defined have the meanings provided by the Plan.

NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

AGREEMENT

1.Grant of Restricted Stock.  On the terms and conditions set forth herein, as well as the terms and conditions of the Plan, the Company hereby grants to the Grantee such number of deferred stock units as is set forth on Schedule A  (the “DSUs”).  Each DSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Grant Agreement, one Share on the Delivery Date as provided herein.  Until such delivery, Grantee shall have only the rights of a general unsecured creditor and no rights as a shareholder of the Company.  This grant is subject to all terms and provisions of the Plan and this Grant Agreement. 

2.Delivery.   

(a)In General.  Except as provided below in this Paragraph 2 and subject to Paragraphs 5 and 12, the Delivery Date shall be on the third business day following the date on which Grantee ceases to be a member of the Board of Directors of the Company. 

(b)Death.  Notwithstanding any other Paragraph of this Grant Agreement (except Paragraph 12), if Grantee dies prior to the Delivery Date, the Shares corresponding to Grantee’s outstanding DSUs shall be delivered to the representative

of Grantee’s estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee.  The Committee may adopt procedures pursuant to which Grantee may be permitted to specifically bequeath some or all of his or her outstanding DSUs under Grantee’s will to an organization described in Sections 501(c)(3) and 2055(a) of the Code (or such other similar charitable organization as may be approved by the Committee).

3.Dividend Equivalent Rights.  Prior to the delivery of Shares pursuant to this Grant Agreement, at the time of distribution of any dividend paid by the Company in respect of the Common Stock, Grantee shall be entitled to receive an amount in cash equal to such regular cash dividend payment as would have been made in respect of the Shares not yet delivered, as if the Shares had been actually delivered.

4.Non-transferability.  Except as may otherwise be provided in this Paragraph or as otherwise may be provided by the Committee, the limitations set forth in Section 14 of the Plan shall apply to this Grant.  Any purported transfer or assignment in violation of the provisions of this Paragraph 4 or Section 14 of the Plan shall be void.  The Committee may adopt procedures pursuant to which Grantee may transfer some or all of his or her DSUs through a gift for no consideration to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the recipient’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, and any other entity in which these persons (or the recipient) own more than 50% of the voting interests.

5.Valuation, Consents and Legends.

(a)For purposes of the Company’s reporting obligations, the fair market value of a Share will equal the average of the high and low of the Company’s Share price on the Delivery Date.

(b)Grantee’s rights in respect of the DSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable.

(c)The Company may affix to Certificates representing Shares issued pursuant to this Grant Agreement any legend that the Committee determines to be necessary or advisable.  The Company may advise the transfer agent to place a stop order against any legended Shares.

6.Notice.  Any notice to be given to the Company shall be addressed to the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019 and to the Chief Financial Officer at 210 Route 4 East, Paramus, New Jersey 07652 and any notice to be given the Grantee shall be addressed to the Grantee at the Grantee’s address as it appears on the records of the Company, or at such other address as the Company or the Grantee may hereafter designate in writing to the other.

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7.Governing Law.  This Grant Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without references to principles of conflict of laws.

8.Successors and Assigns.  This Grant Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and any successors to the Grantee by will or the laws of descent and distribution, but this Grant Agreement shall not, except as provided in Paragraph 4, be assignable or otherwise subject to hypothecation by the Grantee.

9.Severability.  If, for any reason, any provision of this Grant Agreement is held invalid, such invalidity shall not affect any other provision of this Grant Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.  If any provision of this Grant Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Grant Agreement, shall to the full extent consistent with law continue in full force and effect.

10.Amendments; Plan Governs.  This Grant Agreement may not be amended except in writing signed by the Company and the Grantee.  Notwithstanding the foregoing, this Grant Agreement may be amended in writing signed only by the Company to:  (a) correct any errors or ambiguities in this Grant Agreement; and/or (b) to make such changes that do not materially adversely affect the Grantee’s rights hereunder.  This grant shall in no way affect the Grantee’s participation or benefits under any other plan or benefit program maintained or provided by the Company.  This Agreement and the Plan constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement.  In the event of a conflict between this Grant Agreement and the Plan, the Plan shall govern.

11.No Right to Continued Employment or Service.  Nothing herein shall imply that any right of the Grantee to remain in the service of the Company, whether as an employee, director or in any other capacity.

12.Compliance of Grant Agreement and Plan with Section 409A.  The provisions of this Paragraph 12 apply to Grantee only if Grantee is a United States taxpayer.

(a)References in this Grant Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance.  This Grant Agreement and the Plan provisions that apply to this Grant are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions).  The

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Committee shall have full authority to give effect to this intent.  To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan and this Grant Agreement, the provisions of this Grant Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 12 and the other provisions of this Grant Agreement, this Paragraph 12 shall govern.

(b)Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of Grantee’s DSUs required by this Grant Agreement (including, without limitation, those specified in Paragraphs 5(a) and (b)) are satisfied, and shall occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) and 1.409A-3(d).

(c)Notwithstanding the provisions of Paragraph 2(a), to the extent necessary to comply with Section 409A, any Shares that the Company may deliver in respect of Grantee’s DSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).

(d)Notwithstanding the timing provisions of Paragraph 3 (b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A).

(e)Notwithstanding any provision of Paragraph 3 to the contrary, the dividend equivalent rights described in Paragraph 3 with respect to each of Grantee’s outstanding DSUs shall be paid to Grantee within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by the Company in respect of a Share the record date for which occurs on or after the Grant Date.  The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such outstanding DSUs.

(f)Delivery of Shares in respect of this grant may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any grant that constitutes 409A deferred

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compensation, only to the extent that the later delivery is permitted under Section 409A).

13.Headings.  The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Grant Agreement.

14.Counterparts.  This Grant Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document.  All counterparts shall be construed together and constitute the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, this Deferred Stock Unit Grant Agreement has been executed by the parties hereto as of the date and year first above written.

ALEXANDER’S, INC.
By:
	Name:
	Title:

6

SCHEDULE A TO

DEFERRED STOCK UNIT GRANT AGREEMENT

Date of Deferred Stock Unit Grant

Agreement:

Name of Grantee:

Number of Deferred Stock Units (“DSUs”)

Subject to Grant:

Grant Date:

Initials of Company representative: 

Initials of Grantee: 

EX-10

EXHIBIT 10.60

EXECUTION COPY

SECOND AMENDMENT AND MODIFICATION OF

LOAN AGREEMENT AND OTHER LOAN DOCUMENTS AND RATIFICATION OF GUARANTOR

THIS SECOND AMENDMENT AND MODIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS AND RATIFICATION OF GUARANTOR (this “Modification”) is made as of the 15th day of November, 2013 by and between REGO II BORROWER LLC, a Delaware limited liability company, having an address of c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (together with its permitted successors and assigns, “Borrower”), and BANK OF CHINA, NEW YORK BRANCH, having an address at 410 Madison Avenue, New York, New York 10017 (together with its successors and assigns, “Lender”)  All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement (as hereinafter defined).

RECITALS

            WHEREAS, Lender and Borrower have previously entered into that certain Loan and Security Agreement, dated as of November 30, 2011 (the “Original Loan Agreement”), as modified by that certain First Amendment and Modification of Loan and Security Agreement and Other Loan Documents, dated as of June 20, 2012 (the “First Modification” and together with the Original Loan Agreement, as further amended and modified by this Modification and as otherwise amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Lender made a loan to Borrower in the original principal amount of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($275,000,000.00) (the “Loan”) for purposes more fully set forth in the Loan Agreement;

            WHEREAS, the Loan is evidenced by that certain Promissory Note, as of November 30, 2011, made by Borrower and payable to the order of Lender in the principal amount of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($275,000,000.00) (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Note”);  

WHEREAS, the Note is secured by, among other things, (i) that certain Mortgage, Assignment of Leases and Rents and Security Agreement, dated November 30, 2011, given by Borrower in favor of Lender (the “Original Mortgage”), and (ii) that certain Assignment of Leases, dated November 30, 2011, given by Borrower in favor of Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Original Assignment of Leases”) encumbering the Property;

WHEREAS, contemporaneously herewith Borrower has delivered to Lender that certain Amendment to Mortgage, Security Agreement, Assignment of Leases and Fixture Filing, dated as of the date hereof (as the same may be further amended, restated,

 replaced, supplemented or otherwise modified from time to time, the “Mortgage”) which encumbers the Property (as defined in the Mortgage) and amends the Original Mortgage and (ii) that certain Amended Assignment of Leases, dated as of the date hereof, given by Borrower in favor of Lender (as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment of Leases”);  

WHEREAS, contemporaneously with the execution and delivery of the Loan Agreement, as additional security for the Loan, Alexander’s, Inc., a Delaware corporation, having an address at 210 Route 4 East, Paramus, New Jersey 07652 (“Guarantor”) delivered to Lender (i) that certain Guaranty of Recourse Obligations dated as of November 30, 2011 (the “Guaranty”), and (ii) that certain Environmental Indemnity Agreement, dated as of November 30, 2011, delivered by Borrower and Guarantor to Lender (the “Environmental Indemnity”, and together with the Guaranty, collectively, the “Guaranty Documents”); 

WHEREAS, in connection with the Loan, Borrower executed and delivered to Lender those certain documents listed on Exhibit A attached hereto (inclusive of the Loan Agreement, the Note, the Mortgage, the Assignment of Leases and the Guaranty Documents, collectively, the “Loan Documents” and each, a “Loan Document”); and

            WHEREAS, the parties hereto desire to amend certain provisions of the Loan Agreement and the other Loan Documents, subject to and in accordance with the conditions and terms of this Modification.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the parties hereto, Borrower and Lender hereby agree that the Loan Agreement and the other Loan Documents are hereby modified as follows:

1.Modifications to Loan Agreement. 

1.1Additional Definitions.   The following definitions shall be deemed added to the Loan Agreement:

“Borrower Policies” shall have the meaning set forth in Section 6.1.1(f) hereof.

             “Condominium Act” shall mean the Condominium Act of the State of New York, Article 9-B of the Real Property Law of the State of New York (339-d et seq.), and all modifications, supplements and replacements thereof and all regulations with respect thereto, now or hereafter enacted or promulgated.

            “Condominium Association” shall mean the condominium association created pursuant to the Declaration.

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            “Condominium By-Laws” shall have the meaning set forth in Section 6.2.5(c)  hereof.

            “Condominium Common Charges” shall mean all common charges, maintenance fees and other assessments imposed pursuant to the Condo Documents, including, without limitation, water rates and sewer rates. 

            “Condominium Policy” or “Condominium Policies” shall have the meaning set forth in Section 6.1.1(c) hereof.

            “Declaration” shall mean that certain Declaration Establishing a Plan for Condominium and Ownership of the Premises known as 61-01 Junction Boulevard, Rego Park, New York dated as of March 8, 2013 recorded as CRFN 2013000458265, as the same may be amended, supplemented or otherwise modified from time to time.

            “Initial Construction Work” shall mean that certain preliminary portion of the construction work to be performed in connection with the construction and development of the Residential Unit as further described on Exhibit D hereto.

            “Policy” or “Policies” shall have the meaning set forth in Section 6.1.1(f) hereof.

1.2Modifications to Definitions.  The following definition hereby replaces the corresponding definition in the Loan Agreement:

“Condo Documents” shall mean the Declaration, the Condominium By-Laws and rules and regulations of the Condominium Association and any and all other documentation related to the formation and operation of the Condominium under the Condominium Act, as the same may be amended, supplemented or otherwise modified from time to time.

            “Condominium” shall mean the Rego II Condominium, a condominium regime established in accordance with the Declaration and all applicable Legal Requirements, including, without limitation, the Condominium Act, and the requirements of any applicable Governmental Authority.

            “Residential Unit” shall be the Condominium unit comprising a part of the Condominium and further described on Exhibit B attached hereto, together with the undivided interests in the common elements appurtenant to such unit as provided pursuant to the Declaration.

            “Retail Unit” shall be the Condominium unit comprising a part of the Condominium and further described on Exhibit C attached hereto, together with the undivided interests in the common elements appurtenant to such units as provided pursuant to the Declaration

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1.3Deleted Definitions.  The following definition is hereby deleted from the Loan Agreement: Common Elements.

1.4Additional Loan Agreement Provisions. The following provisions shall be deemed added to the Loan Agreement:

1.4.1Section 4.1.46Condominium.   

(a)The Condo Documents comply in all material respects with all federal, state and local laws, rules and regulations which affect the establishment and maintenance of condominiums in the State.  The Condo Documents are in full force and effect.  The Condominium has been validly formed and is validly existing under the Condominium Act.

(b)Borrower is not in material default under the Condo Documents and, to the best of Borrower’s knowledge, (i) no other party under the Condo Documents is in material default thereunder and (ii) there is no existing condition which, but for the passage of time or the giving of notice or both, would result in a material default under the Condo Documents.

(c)All Condominium Common Charges attributable to the Property have been paid to the extent they are payable on or prior to the date hereof.

(d)Borrower has delivered to Lender a true, correct and complete copy of (i) any offering plan in connection with the initial conversion of the Property required by applicable law, and/or (ii) any “no action” letter or similar document from the applicable Governmental Authority authorizing the Condominium.

1.4.2Section 5.1.27Condominium. 

(a)Borrower shall comply with all of the terms, covenants and conditions of the Condo Documents and any rules and regulations that may be adopted for the Condominium, as the same shall be in force and effect from time to time, except to the extent such non-compliance would not reasonably be expected to have a Material Adverse Effect; and

(b)Borrower shall pay, or cause to be paid, all assessments for common charges and expenses made against the Condominium unit owned by Borrower pursuant to the Condo Documents before the same becomes delinquent, including, without limitation the Condominium Common Charges; provided that Borrower may delay such payment to the extent Borrower is continuously and diligently contesting any such charges and expenses in good faith.

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c)Borrower shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after Lender’s request, an estoppel certificate from the board of directors of the condominium association or other applicable governing body under the Condo Documents in form and substance reasonably satisfactory to Lender and setting forth, inter alia, that (i) to the knowledge of such board of directors, Borrower is not in default under the Condo Documents, and (ii) all Condominium Common Charges then due and payable have been paid in full; provided  that such estoppel certificate may be in the form required under the Condo Documents and that, so long as no Event of Default shall have occurred and be continuing, Lender may request such estoppel certificate no more than twice during any 12-month period.

1.4.3Section 5.2.22Condo Documents. 

(a)Borrower shall not (without Lender’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed) modify, amend or supplement, or consent to any modification, amendment, or supplementation of any of the Condo Documents, except to the extent such modification, amendment or supplementation does not, adversely affect in any material respect the rights of Lender hereunder and under the other Loan Documents or under the Condo Documents.

(b)Borrower shall not take (and hereby collaterally assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from any state, local or federal laws, rules and regulations which affect the establishment and maintenance of condominiums in the State, or cause a partition of the Condominium.

(c)Borrower shall not assign (other than to Lender) or encumber (other than in favor of Lender as security for the Obligations) any of its rights under the Condo Documents.

(d)Borrower shall not, without Lender’s prior consent (such consent shall not be unreasonably conditioned, withheld or delayed), exercise any right it may have to vote for (i) any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with Section 6.2  of this Agreement, (ii) any borrowing on behalf of the Condominium or (iii) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of the Improvements other than in accordance with Section 6.2  of this Agreement.

1.4.4Section 6.2.5Disbursement of Proceeds

(c)In the event of a conflict between the terms this Section 6.2 concerning the use of Insurance Proceeds in the event of a Casualty and the terms of the Declaration or the by-laws of the Condominium which were recorded with the Declaration (the “Condominium By-Laws”) or applicable law regarding the same, the terms and provisions of the Declaration or Condominium By-Laws or applicable law shall prevail.

5

However, if pursuant to the terms of the Declaration or Condominium By-Laws or applicable law any Insurance Proceeds are paid to Borrower, then the terms of this Section 6.2 will govern the disposition of such Insurance Proceeds.  In the event of a Casualty which requires a vote of the unit owners of the Condominium to repair and restore the Improvements or the building in which the Improvements are located, Borrower shall not exercise any right it may have to vote against restoration of the Improvements without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)In the event of a conflict between the terms of this Section 6.2 concerning the use of the Award in the event of a Taking and the terms of the Declaration or Condominium By-Laws or applicable law regarding the same, the terms and provisions of the Declaration or Condominium By-Laws or applicable law will prevail.  However, if pursuant to the terms of the Declaration or Condominium By-Laws or applicable law any portion of the Award is paid to Borrower, then the terms of this Section 6.2 will govern the disposition of the Award.  In the event of a Taking which requires a vote of the unit owners of the Condominium to repair and restore the Improvements or the building in which the Improvements are located, Borrower shall not exercise any right it may have to vote against restoration of the Improvements without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

1.5Modified Loan Agreement Provisions. The following provision hereby replaces the corresponding provision in the Loan Agreement:

1.5.1Section 6.1Insurance Coverage. 

Section 6.1.1Insurance Coverage Requirements.   

(a)Borrower, subject to the requirements of the Condo Documents and applicable Legal Requirements, shall cause the Condominium Association, at its sole cost and expense, to obtain and maintain during the entire Term, or cause to be obtained and maintained, insurance policies covering the Condominium building core and shell providing at least the following liability insurance coverages:

(i)Commercial General Liability insurance with no exclusion for terrorism applicable to claims for personal injury and/or bodily injury including death or property damage occurring upon, in or about the Condominium; occurring as a result of the construction and use and occupancy of facilities located at or on the Condominium building; or as a result of construction thereof.  Coverage shall be provided on an occurrence basis pursuant to the ISO Commercial General Liability coverage form (CG 00 01) or its equivalent, and for personal and/or bodily injury or property damage as now are or hereafter incorporated into such form and its endorsements.  Such coverage shall be in

6

amounts of not less than (A) $1,000,000 per ocurrence for Bodily Injury and Property Damage Combined, (B) $1,000,000 per occurrence for Personal & Advertising Injury, (C) $2,000,000 aggregate for Products and Completed Operations Liability, (D) $100,000 for Fire Legal Liability and (E) $2,000,000 for General Aggregate limit per location.  The policy shall be written on an occurrence basis with no deductible unless otherwise approved by Lender.  Such coverage shall name the Condominium Association as named insured, and Borrower as an additional insured ( or, if the Condominium Association is providing liability insurance for the interior of the unit in addition to the common areas, as a named insured), and Lender and its successors and/or assigns as additional insureds and provide such additional insured coverage on a primary and non-contributory basis. 

(ii)Intentionally Omitted.

(iii)Commercial Umbrella/Excess Liability coverage with no exclusion for terrorism (if such coverage is commercially available) in an amount consistent with the terms of the Condo Documents. Commercial Umbrella/Excess Liability Insurance shall provide additional coverage over all limits and coverages noted in paragraph (i), (ii)  and Employers Liability per paragraph (iv).  This limit shall be increased from time to time to reflect an amount which is customarily maintained and is generally required by institutional lenders on loans of amounts and secured by properties comparable to and in the general vicinity of the Condominium.  This policy shall be written on an “occurrence” form basis and provide follow-form coverage or coverage as broad as the primary.

(iv)Intentionally Omitted.

(v)At any time during which any construction work, structural alterations or repairs are being performed upon, in or about the Condominium building core and shell:  Condominium Association shall cause the general contractor performing work for or related to the Condominium to obtain and maintain Commercial General Liability coverage, including, without limitation, products and completed operations and containing no “X”, “C”, “U”(blasting, collapse or underground, respectively) exclusion, and Automobile Liability insurance for owned, hired and non-owned automobiles and Umbrella/Excess insurance with no less than $100,000,000 in limits per occurrence and in the aggregate per project (except for automobile) through primary and umbrella liability coverages.  Such insurance shall name the Condominium Association, the holder of the Residential Unit and the holder of the Retail Unit, as additional insureds, and Lender and its successors and/or assigns as additional insureds and provide such additional insured coverage on a primary and non-contributory basis.  Condominium Association shall also require that all Trade Contractors performing work for or related to the Condominium to maintain similar coverage with limits of no less than $3,000,000 per occurrence and in the aggregate per project.  Trade Contractors’ liability insurance shall include a Waiver of

7

Subrogation in favor of Borrower and Lender and shall include Borrower and Lender as additional insureds and provide such additional insured coverage on a primary and non-contributory basis.  All Persons engaged in work on the Improvements at the Condominium shall maintain statutory Workers Compensation and Disability insurance in force for all workers performing work for or related to the Condominium.

(vi)The policies described in paragraphs (a)(i), (ii)  and (iii)  shall cover, without limitation:  elevators, escalators, Contractual Liability, Products and Completed Operations Liability coverage.

(vii)In lieu of providing the Commercial General Liability, umbrella liability and/or Workers Compensation and Disability insurance required under paragraph (a)(v)  above, the Condominium Association may provide or cause to be provided such insurance through an owner or contractor controlled insurance program.  Such program shall provide coverage consistent with the requirements contained herein for all persons, contractors and subcontractors engaged in construction at the Property.

(viii)Such other types and amounts of insurance with respect to the Condominium and the operation thereof which are customarily maintained in the case of other property and buildings similar to the Condominium in nature, use, location, height and type of construction as may from time to time be reasonably required by Lender.

(b)Borrower, subject to the requirements of the Condo Documents and applicable Legal Requirements, shall cause the Condominium Association, at its sole cost and expense, to obtain and maintain during the entire Term, or cause to be obtained and maintained, insurance policies covering the Condominium building core and shell providing at least the following property insurance coverages:

(i)Insurance against loss customarily included under standard “All Risk” or “Causes of Loss Special Form” policies including but not limited to: fire, hail, windstorm/named windstorm, vandalism, and malicious mischief, and such other insurable hazards which are customarily maintained and are generally required by institutional lenders on loans of similar amounts and secured by properties comparable to, and in the general vicinity of, the Condominium.  The amount of such insurance shall be not less than one hundred percent (100%) of the insurable replacement cost value of the Condominium building core and shell.  Each such insurance policy shall either contain an Agreed Amount endorsement or confirmation that coinsurance does not apply and shall cover, without limitation, all tenant improvements and betterments (except to the extent that the Tenant is required to insure the same pursuant to the applicable Lease or unit purchase agreement) on a replacement cost basis.  Lender shall be named Mortgagee on a Standard Mortgagee Endorsement and Lender Loss Payee.  If the Condominium is now or at any time during the Loan deemed to be located in a

8

Special Hazard Flood Area, and/or area of high seismic/earthquake activity then flood and/or earthquake insurance will be required in amounts and with deductibles reasonably acceptable to Lender.  If the “All Risk” or “Causes of Loss Special Form” policy excludes coverage for windstorm/named windstorm perils then windstorm/named windstorm coverage shall be provided on a separate policy in amounts reasonably acceptable to Lender.  Windstorm/Named Windstorm deductibles shall not be greater than five percent (5%) of the total insured value of the Condominium building core and shell.  Such insurance policy shall also include coverage for:

(A)Loss suffered with respect to materials, equipment, heating and air conditioning machinery, machinery, and supplies, in each case owned by Borrower or required to be insured by Borrower, whether on site, in transit, or stored offsite and with respect to temporary structures, hoists, sidewalks, retaining walls, and underground property in each case owned by Borrower or required to by insured by Borrower.

(B)Law & Ordinance coverage including coverage for Value of the Undamaged Portion, Demolition Cost, Debris Removal and Increased Cost of Construction.

(1)Demolition Cost means the cost incurred to demolish all or part of the covered real property, including the cost to clear the site, if any law or ordinance that exists at the time of loss required such demolition.  Coverage is provided in such amount as is reasonably required by Lender;

(2)Value of the Undamaged Portion means the cost Borrower incurs to rebuild any undamaged part of the Condominium building core and shell, which is required by law to be demolished after a covered loss; and

(3)Increased Cost of Construction includes the increased cost Borrower incurs for materials and labor required to rebuild the damaged portion of the Condominium building core and shell and in a manner that satisfies the minimum requirement of the applicable law or ordinance at the time of the loss.

(C)At any time during which any construction work, structural alterations or repairs are being performed upon, in or about the Condominium, and if such work is excluded from the “All Risk” or “Causes of Loss Special Form” policy, Builders Risk insurance, on a non-reporting basis shall be provided naming Borrower as the insured.  The policy shall also name Lender as Mortgagee under a non-contributing New York standard mortgagee clause or an equivalent endorsement reasonably satisfactory to Lender for real property and improvements and as Lender Loss Payee for Business Income/Revenue/Rental income.  If the insurance

9

required under clause (b)(i)  is not obtained under an insurance policy containing blanket limits, then the insurance policy shall be endorsed to also provide guaranteed building Replacement Cost to the Condominium building core and shell, the other portions of the Improvements and such tenant improvements and betterments in an amount to be subject to the consent of Lender, which consent shall not be unreasonably withheld.

(ii)Intentionally Omitted.

(iii)If applicable, the Condominium Association shall provide Boiler and Machinery coverage with limits with respect to any one accident as may be reasonably requested by Lender, but in no event less than the full insurable value Replacement Cost of the Condominium building core and shell.  Such coverage shall insure against direct and indirect loss or damage to all building improvements that the Condominium Association is required to insure pursuant to the Declaration by explosion or breakdown of mechanical and electrical equipment, including steam boiler, air conditioning equipment, pressure vessels or similar apparatus, with exclusions for testing removed, now or hereafter installed on the Condominium building.  If reasonably practicable, Borrower shall be a named insured on indirect loss/rental interruption insurance for a period of at least eighteen (18) months from the date of loss as is reasonably required by Lender. 

(iv)If the “All Risk” or “Causes of Loss Special Form” commercial property insurance required under subsection (b)(i)  above and the “All Risk Builders Risk” commercial property insurance and the rent loss and/or business interruption insurance policies required under subsection (b)(ii)  above do not cover perils of terrorism or acts of terrorism, the Condominium Association shall maintain commercial property insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under subsections  (b)(i)  and (b)(ii)  above (a “Terrorism Policy”) if such coverage is commercially available.  For the purposes of this Agreement, “terrorism” shall mean the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, undertaken by any person or group, whether or not acting on behalf of or in connection with any organization, government, power, authority or military force, when the effect is to intimidate, harm or coerce a government, the civilian population or any segment therefore, or to disrupt any segment of the economy.  Terrorism shall also include any act which is verified or recognized by the United States Government as an act of terrorism.

(v)If applicable, insurance covering the decrease or diminution in value of the Condominium resulting from the enforcement of any law, building code, zoning regulation or other Legal Requirement or act of any Governmental Authority to the extent that the Condominium building core and shell cannot legally be restored to a condition that existed prior to the Casualty (which

10

insurance shall be in an amount acceptable to Lender in its sole discretion), provided  that such insurance is available to the Condominium Association on commercially reasonable terms.

(vi)Such other types and amounts of insurance with respect to the Property and the operation thereof which are customarily maintained in the case of other property and buildings similar to the Property in nature, use, location, height and type of construction as may from time to time be reasonably required by Lender.

(c)All insurance provided for in Sections 6.1.1(a) and (b)  hereof shall be obtained under valid and enforceable policies (collectively, the “Condominium Policies”).  Prior to the expiration dates of the Condominium Policies theretofore furnished to Lender, certificates of insurance evidencing renewal of the Condominium Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered or caused to be delivered by Borrower to Lender.

(d)Borrower, at its sole cost and expense, if required by Lender and if such insurance is not provided by the Condominium Policies and endorsed to include the interests of Borrower (as a named insured) and its Lender (as an additional insured), shall obtain and maintain during the entire Term, or cause to be obtained and maintained, insurance policies for the Property providing at least the following liability insurance coverages:

(i)Commercial General Liability insurance with no exclusion for terrorism applicable to claims for personal injury and/or bodily injury including death or property damage occurring upon, in or about the Property; occurring as a result of the construction and use and occupancy of facilities located at or on the Property; or as a result of construction thereof.  Coverage shall be provided on an occurrence basis pursuant to the ISO Commercial General Liability coverage form (CG 00 01) or its equivalent, and for personal and/or bodily injury or property damage as now are or hereafter incorporated into such form and its endorsements.  Such coverage shall be in amounts of not less than (A) $1,000,000 per occurrence for Bodily Injury and Property Damage Combined, (B) $1,000,000 per occurrence for Personal & Advertising Injury, (C) $2,000,000 aggregate for Products and Completed Operations Liability, (D) $100,000 for Fire Legal Liability and (E) $2,000,000 for General Aggregate limit per location.  The policy shall be written on an occurrence basis with no deductible unless otherwise approved by Lender.  Such coverage shall name Lender as an additional insured and provide such additional insured coverage on a primary and non-contributory basis.

(ii)If Borrower owns any motor vehicles, Commercial Automobile Liability insurance providing Bodily Injury and Property Damage coverage of no less than $1,000,000 for Combined Single Limit covering all

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Owned, Non-Owned and Hired vehicles.  Such coverage shall name Lender as an additional insured and provide such additional insured coverage on a primary and non-contributory basis.

(iii)Commercial Umbrella/Excess Liability coverage with no exclusion for terrorism in combination no less than $100,000,000 per occurrence and in the annual aggregate on per location basis.  Commercial Umbrella/Excess Liability Insurance shall provide additional coverage over all limits and coverages noted in paragraph (i), (ii)  and Employers Liability per paragraph (iv).  This limit shall be increased from time to time to reflect an amount which is customarily maintained and is generally required by institutional lenders on loans of amounts and secured by properties comparable to and in the general vicinity of the Property.  This policy shall be written on an “occurrence” form basis and provide follow-form coverage or coverage as broad as the primary.

(iv)If Borrower ever has any direct employees, Workers Compensation and Disability insurance to the full extent as required by applicable law and Employer’s Liability coverage subject to a limit of no less than (A) $1,000,000 per Accident, (B) $1,000,000 Disease per Employee and (C) $1,000,000 Disease Policy Limit.  Such Workers Compensation and Disability and Employer’s Liability Insurance shall cover Borrower’s employees engaged in any work for or related to the Property.

(v)At any time during which any construction work, structural alterations or repairs is being performed at the Property:  Borrower shall cause the general contractor performing work for or related to the Property to obtain and maintain Commercial General Liability coverage, including, without limitation, products and completed operations and containing no “X”, “C”, “U” exclusion, and Automobile Liability insurance for owned, hired and non-owned automobiles with no less than $100,000,000 in limits per occurrence and in the aggregate per project through primary and umbrella liability coverages.  Such insurance shall name Borrower and Lender as additional insureds and provide such additional insured coverage on a primary and non-contributory basis.  Borrower shall also require that all Trade Contractors performing work for or related to the Property to maintain similar coverage with limits of no less than $3,000,000 per occurrence and in the aggregate per project.  Trade Contractors’ liability insurance shall include a Waiver of Subrogation in favor of Borrower and Lender and shall include Borrower and Lender as additional insureds and provide such additional insured coverage on a primary and non-contributory basis.  All Persons engaged in work on the Improvements at the Property shall maintain statutory Workers Compensation and Disability insurance in force for all workers performing work for or related to the Property.

(vi)The policies described in paragraphs (d)(i), (ii)  and (iii)  shall cover, without limitation:  elevators, escalators, Contractual Liability (covering, to the maximum extent permitted by law, Borrower’s obligation to

12

indemnify Lender as required under this Agreement), Products and Completed Operations Liability coverage.

(vii)At any time during which any construction work, structural alternations or repairs are being performed at the Property:  In lieu of providing the Commercial General and Umbrella liability and Workers Compensation insurance required in paragraphs (a)(ii), (iii), (iv)  and (v)  above, Borrower may provide such insurance through the purchase of a Wrap up or Owner Controlled Insurance Program or Contractor Controlled Insurance Program.  This program shall provide coverage for all Persons, contractors and subcontractors of every level engaged in construction operations at the Property.

(viii)Such other types and amounts of insurance with respect to the Property and the operation thereof which are customarily maintained in the case of other property and buildings similar to the Property in nature, use, location, height and type of construction as may from time to time be reasonably required by Lender.

(e)Borrower, at its sole cost and expense, if reasonably required by Lender and if such insurance is not provided by the Condominium Policies and endorsed to include the interests of Borrower (as a named insured) and its Lender (as mortgagee and lender loss payee), shall obtain and maintain during the entire Term, or cause to be obtained and maintained, insurance policies for the Property providing at least the following property insurance coverages:

(i)Insurance against loss customarily included under standard “All Risk” or “Causes of Loss Special Form” policies including but not limited to: fire, hail, windstorm/named windstorm, vandalism, and malicious mischief, and such other insurable hazards which are customarily maintained and are generally required by institutional lenders on loans of similar amounts and secured by properties comparable to, and in the general vicinity of, the Property.  The amount of such insurance shall be not less than one hundred percent (100%) of the insurable replacement cost value of the Property, including Improvements.  Each such insurance policy shall either contain an Agreed Amount endorsement or confirmation that coinsurance does not apply and shall cover, without limitation, all tenant improvements and betterments (except to the extent that the Tenant is required to insure the same pursuant to the applicable Lease or a unit purchase agreement) on a replacement cost basis.  Lender shall be named Mortgagee on a Standard Mortgagee Endorsement and Lender Loss Payee.  If the Property is now or at any time during the Loan deemed to be located in a Special Hazard Flood Area, and/or area of high seismic/earthquake activity then flood and/or earthquake insurance will be required in amounts and with deductibles reasonably acceptable to Lender.  If the “All Risk” or “Causes of Loss Special Form” policy excludes coverage for windstorm/named windstorm perils then windstorm/named windstorm coverage shall be provided on a separate policy in amounts reasonably acceptable to Lender.  Windstorm/Named Windstorm deductibles shall not be

13

greater than five percent (5%) of the total insured value of the Property.  Such insurance policy shall also include coverage for:

(A)Loss suffered with respect to materials, equipment, heating and air conditioning machinery, machinery, and supplies, in each case owned by Borrower or required to be insured by Borrower, whether on site, in transit, or stored offsite and with respect to temporary structures, hoists, sidewalks, retaining walls, and underground property in each case owned by Borrower or required to by insured by Borrower.

(B)Law & Ordinance coverage including coverage for Value of the Undamaged Portion, Demolition Cost, Debris Removal and Increased Cost of Construction.

(1)Demolition Cost means the cost incurred to demolish all or part of the covered real property, including the cost to clear the site, if any law or ordinance that exists at the time of loss required such demolition.  Coverage is provided in such amount as is reasonably required by Lender;

(2)Value of the Undamaged Portion means the cost Borrower incurs to rebuild any undamaged part of the Property, which is required by law to be demolished after a covered loss;

(3)Increased Cost of Construction includes the increased cost Borrower incurs for materials and labor required to rebuild the damaged portion of the Property and in a manner that satisfies the minimum requirement of the applicable law or ordinance at the time of the loss.

(C)At any time during which any construction work, structural alterations or repairs are being performed at the Property, and if such work is excluded from the “All Risk” or “Causes of Loss Special Form” policy, Builders Risk insurance, on a non-reporting basis shall be provided naming Borrower as the insured.  The policy shall also name Lender as Mortgagee under a non-contributing New York standard mortgagee clause or an equivalent endorsement reasonably satisfactory to Lender for real property and improvements and as Lender Loss Payee for Business Income/Revenue/Rental income.  If the insurance required under clause (e)(i)  is not obtained under an insurance policy containing blanket limits, then the insurance policy shall be endorsed to also provide guaranteed building Replacement Cost to the Improvements, the other portions of the Improvements and such tenant improvements and betterments in an amount to be subject to the consent of Lender, which consent shall not be unreasonably withheld.

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(ii)Time Element coverages, including Extra Expense coverage, for indirect loss or damage by all risks covered by the insurance provided for in (i)  above.  Such coverage shall be equal to an amount not less than 100% of the projected gross income in an eighteen (18) month period commencing at the time of loss and shall provide an Extended Period of Indemnity Endorsement for at least six (6) months.  Borrower shall be a named insured and Lender shall be named as First Lender Loss Payee as respects this coverage.  All coinsurance provisions shall be waived.  The amount of such Time Element coverage shall be determined prior to the Closing Date and at least once each year thereafter based on Borrower’s reasonable estimate of the annual amount of estimated gross income for the succeeding eighteen (18) month period.  In the event that all or any portion of the Property shall be damaged or destroyed, Borrower shall assign to Lender all claims under the policies of such insurance and all amounts payable and all net amounts, when collected by Borrower under such policies.

(iii)If applicable, Boiler and Machinery coverage for indirect loss/rental interruption insurance for a period of at least eighteen (18) months from the date of loss as is reasonably required by Lender.  Such coverage shall insure against direct and indirect loss or damage to all building and tenant improvements and betterments that Borrower is required to insure pursuant to this agreement by explosion or breakdown of mechanical and electrical equipment, including steam boiler, air conditioning equipment, pressure vessels or similar apparatus, with exclusions for testing removed, now or hereafter installed on the Property. 

(iv)If the “All Risk” or “Causes of Loss Special Form” commercial property insurance required under subsection (d)(i)  above and the “All Risk Builders Risk” commercial property insurance and the rent loss and/or business interruption insurance policies required under subsection (d)(ii)  above do not cover perils of terrorism or acts of terrorism, Borrower shall maintain commercial property and rent loss and/or business interruption insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under subsections  (c)(i)  and (c)(ii)  above (a “Terrorism Policy”) if commercially available.  For the purposes of this Agreement, “terrorism” shall mean the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, undertaken by any person or group, whether or not acting on behalf of or in connection with any organization, government, power, authority or military force, when the effect is to intimidate, harm or coerce a government, the civilian population or any segment therefore, or to disrupt any segment of the economy.  Terrorism shall also include any act which is verified or recognized by the United States Government as an act of terrorism.

(v)If applicable, insurance covering the decrease or diminution in value of the Property resulting from the enforcement of any law, building code,

15

zoning regulation or other Legal Requirement or act of any Governmental Authority to the extent that the Property cannot legally be restored to a condition that existed prior to the Casualty (which insurance shall be in an amount acceptable to Lender in its sole discretion), provided  that such insurance is available to Borrower on commercially reasonable terms.

(vi)Such other types and amounts of insurance with respect to the Property and the operation thereof which are customarily maintained in the case of other property and buildings similar to the Property in nature, use, location, height and type of construction as may from time to time be reasonably required by Lender.

f)All insurance provided for in Section 6.1.1(d) and (e)  hereof shall be obtained under valid and enforceable policies (such policies, collectively, the “Borrower Policies” or in the singular the “Borrower Policy” and together with the Condominium Policies, collectively the “Policies”).  Prior to the expiration dates of the Borrower Policies theretofore furnished to Lender, certificates of insurance, acceptable to Lender, evidencing renewal of the Borrower Policies and accompanied by evidence satisfactory to Lender of payment of the Insurance Premiums due thereunder shall be delivered by Borrower to Lender. Carrier certified copies of the Borrower Policies shall be provided to Lender upon request.

1.5.2Section 6.1.7Limitation on Terrorism Coverages.  The Terrorism Policy shall be on terms consistent with those required under Section 6.1.1(b)(iv) and Section 6/1/1(e)(iv) above at all times during the term of the Loan, subject to the annual limit on insurance premiums therefore equal to the Terrorism Premium Limit.

1.5.3Section 6.1.9 Captive Insurance Company.

(a)      Notwithstanding anything to the contrary set forth in Section 6.1.1, the Terrorism Policy required pursuant to Section 6.1.1(c)(iv)may be issued by a captive insurance company wholly-owned and Controlled by an Affiliate of Borrower (a “Captive Insurance Company)”; provided that:

(i)       unless Lender agrees otherwise in writing, TRIA shall be in full force and effect;

(ii)except with respect to the deductible permitted hereunder, those covered losses which are not reinsured by the federal government under TRIA and payable directly to the insured shall be reinsured by an insurance company which satisfies the requirements of Section 6.1.2; 

(iii)all re-insurance agreements between such Captive Insurance Company and all such re-insurance companies providing the referenced re-insurance shall be reasonably acceptable to Lender and Borrower shall use commercially reasonable efforts to cause such re-insurance agreements to provide 

16

for direct access to such re-insurers by all named insureds, loss payees and mortgagees which such insurance benefits;

(iv)such Captive Insurance Company shall not be the subject of bankruptcy or similar insolvency proceeding;

(v)such Captive Insurance Company shall be prohibited from conducting any business other than the issuance of terrorism insurance policies and any other contemplated insurance coverage reasonably approved by Lender for properties in which Affiliates of Guarantor have an ownership interest equal to or greater than 50%.

(vi)such Captive Insurance Company shall be licensed in the State of Vermont and qualified to issue the Terrorism Policy in accordance with all Legal Requirements;

(vii)such Captive Insurance Company shall qualify for the reinsurance and other benefits afforded insurance companies under TRIA and shall maintain minimum reinsurance of not less than fifteen percent (15%) of the insured risk to the extent commercially available;

(viii)no Governmental Authority shall have issued any statement, opinion, finding or decree that any insurance company which is similar to such Captive Insurance Company (i.e., an insurance owned and/or Controlled by a Person insured under an applicable insurance policy) does not qualify for such benefits;

(ix)Lender shall have received each of the following, each of which shall be acceptable to Lender:

(A)the organizational documents of such Captive Insurance Company;

(B)any regulatory agreements of such Captive Insurance Company;

(C)the application for licensing in the State of Vermont for such Captive Insurance Company;

(D)the form of the Policy to be used by such Captive Insurance Company to provide the insurance coverage described herein;

(E)a description of the structure and amount of reserves and capitalization of such Captive Insurance Company;

(x)the Insurance Premiums payable to such Captive Insurance Company shall be based on market conditions based on the premiums that would

17

have been charged had the coverage been included in the All Risk policy and such premiums shall be approved by the Vermont Insurance Department

(xi)the organizational documents of such Captive Insurance Company shall not be materially amended without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; and

(xii)except as otherwise expressly set forth in this Section 6.1.9, all such insurance provided by such Captive Insurance Company shall otherwise comply with all other terms and conditions of Section 6.1.1 and Section 6.1.2. 

(b)Notwithstanding anything to the contrary set forth in Section 6.1.2 or in this Section 6.1.9, any insurance required under Section 6.1.1 may be provided by a Captive Insurance Company with the prior written consent of Lender and subject to Lender’s review and approval of Policies and other documentation reasonably requested by Lender and the satisfaction of such other conditions as Lender may reasonably require.

1.5.4Section 8.8.1  Intentionally Omitted. 

1.5.5Section 8.8.2  Intentionally Omitted. 

1.5.6Section 8.8.3Development and Construction.  Except for the Initial Construction Work, which has been previously approved by Lender, at any time after the date hereof, the owner of the Residential Unit shall be permitted to construct and develop the Residential Unit, provided, that, (a) Borrower shall give written notice to Lender not less than thirty (30) days prior to Borrower’s intended commencement of such work, (b) that liability and property insurance hereunder shall be in place in connection with such construction and development, (c) Lender shall receive evidence reasonably satisfactory to it that (1) adequate safety protections are in place for any Tenants of the Retail Unit, their customers and the public, including, if necessary, covered walkways, (2) construction of the Residential Unit will not unreasonably interfere with the use of the Property, (3) there shall not be any material abatement or diminution of rents payable by Tenants at the Property as a direct result of such construction and development, (4) the Person constructing and developing the Residential Unit shall have sufficient funds (debt and/or equity) to complete such construction and development, (5) Borrower shall not have any obligation as “Sponsor” under any offering plan or similar document, and (6) adequate pedestrian and vehicular ingress and egress exists for the use and operation of the Retail Unit and (d) to the extent not contained in the Condo Documents, reasonable and customary easements are in place between the Residential Unit and the Retail Unit or there is an agreement between such unit owners to put such easements in place from time to time as needed.

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2.Representations and Warranties.  Borrower hereby represents, warrants, covenants, acknowledges and agrees that:

2.1Full Force and Effect.  The Loan Agreement, the Notes, the Mortgages and the other Loan Documents, each as modified by this Modification, are in full force and effect.

2.2Borrower Obligations; Estoppel.  All obligations of Borrower to Lender under the Loan Documents, each as modified by this Modification, constitute the valid and binding obligations of Borrower in accordance with the terms of the Loan Documents, each as modified by this Modification, without any offset, defense, claim or counterclaim of any nature whatsoever. The unpaid principal amount of the Loan is $270,202,717.32, and interest on such principal sum has been paid through September 30, 2013

2.3Borrower Authority.  Borrower has full power, authority and legal right to execute this Modification and to manage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the Property pursuant to the terms of the Loan Documents, each as modified by this Modification, and to keep and observe all of the terms of the Loan Documents, each as modified by this Modification, on Borrower’s part to be performed.

2.4No Event of Default.  No Event of Default has occurred and is continuing under the Loan Agreement or any of the other Loan Documents.

2.5Residential Unit Owner.  The Residential Unit Owner is not a subsidiary of Borrower.

2.6Tax Lots.  Each of the Residential Unit and Retail Unit constitute separate tax lots, and the Retail Unit does not constitute a portion of any other tax lot that is not part of the Property.

2.7Zoning Compliance.  The Retail Unit is and shall at all times be in compliance in all material respects with all applicable zoning and building codes, regulations and all other Legal Requirements.

3.Guaranty Documents.  To evidence its acknowledgment and agreement to the terms of this Modification, contemporaneously herewith Guarantor shall execute and deliver the Ratification of Guarantor annexed hereto as Exhibit E.  

4.Effect of this Modification.  It is expressly understood and agreed that this Modification is given for the purpose of modifying the terms, provisions, covenants and conditions of the Loan Agreement and the other Loan Documents.  No part of the Indebtedness evidenced by the Notes and secured by the Mortgages, shall be disturbed, discharged, cancelled or impaired by the execution of this Modification, it being the intention of the parties hereto that this Modification shall not create any new or further

19 

principal indebtedness other than the principal indebtedness secured by, or which under any contingency may become secured by, the Mortgages. 

5.Miscellaneous Provisions. 

5.1Governing Law.  The place of negotiation, execution and delivery of this Modification is the State of New York.  This Modification shall be governed by and construed and enforced in accordance with the laws of the State of New York.

5.2Counterparts; Headings.  This Modification may be executed in counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute but one instrument.  The captions and headings of the various sections of this Modification are for purposes of reference only and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof.  Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and the masculine, feminine and neuter shall be freely interchangeable.  The exchange of signature pages by facsimile or portable document format (PDF) transmission shall constitute effective delivery of such signature pages and may be used in lieu of the original signature pages for all purposes.   Signatures of the parties hereto transmitted by facsimile or portable document format (PDF) shall be deemed to be their original signatures for all purposes.

5.3Successors and Assigns.  The provisions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, legal representatives, successors and permitted assigns of the parties hereto.

5.4Merger.  It is understood and agreed that all understandings and agreements heretofore had between the parties hereto with respect to the subject matter hereof are merged in this Modification, which fully and completely expresses the parties’ agreements with respect to the matters contained herein.

5.5Unenforceability.  In the event any one or more of the provisions contained in this Modification shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Modification, and this Modification shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.6Full Force and Effect.  Except as specifically modified by this Modification, all terms, covenants and provisions of the Loan Agreement and the other Loan Documents as set forth in any agreements executed in connection therewith shall remain unmodified and in full force and effect.

5.7Loan Agreement References.  All references in the Loan Agreement and the other Loan Documents to “this Agreement”, “the Loan Documents” and “the Loan Agreement” or words of like import shall be deemed to refer to such document the Loan Documents and the Loan Agreement, each as amended hereby.

20

5.8Recitals Incorporated.  The Recitals set forth at the beginning of this Modification are hereby incorporated into and made a part of the substantive provisions of this Modification.

5.9No Further Restructures.  Borrower expressly acknowledges and agrees that Lender is under no obligation to further amend the Loan.

5.10Further Modifications.  This Modification may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the parties hereto.

5.11Conflicts.  In the event of any conflict between the terms of this Modification and the terms of the Loan Agreement or any of the other Loan Documents, the terms of this Modification shall govern.

[No Further Text On This Page]

21

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment and Modification of Loan Agreement and Other Loan Documents and Ratification of Guarantor as of the date first above written.

BORROWER: 

REGO II BORROWER LLC,

a Delaware limited liability company

By:      ALEXANDER’S OF REGO PARK II, INC.,

            a Delaware corporation, its sole member

            By:      /s/ Alan J. Rice                        

                        Name: Alan J. Rice

                        Title:   Secretary        

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

LENDER: 

BANK OF CHINA, NEW YORK BRANCH

By:       /s/ Raymond Qiao                        

Name: Raymond Qiao

Title:  First Vice President

EXHIBIT A

LOAN DOCUMENTS
(Documents are dated as of November 30, 2011 unless otherwise indicated)

1. First Amendment and Modification of Loan and Security Agreement and Other Loan Documents dated June 20, 2012.

2. Loan and Security Agreement

3. Consolidated, Amended and Restated Promissory Note

4. Consolidated, Amended and Restated Mortgage Assignment of Leases and Rents and Security Agreement

5. Section 255 Affidavit (Mortgage)

6. Assignment of Leases and Rents

7. Section 255 Affidavit (ALR)

8. Blocked Account Control Agreement

9. Cash Management Agreement

10. Guaranty of Recourse Carveouts

11. Environmental Indemnity Agreement

12. Assignment, Consent and Subordination of Management Agreement

13. Assignment of Contracts, Licenses and Permits

14. UCC-1 Financing Statements - Queens County, NY

15. UCC-1 Financing Statements - Delaware Secretary of State

16. Disbursement Letter (Settlement Statement)

17. Certificate of Mortgage Borrower

18. Side Letter re: Competitors

19. Side Letter re: Kohl's Estoppel

20. Section 275 Affidavit

21. W-9 Form

EXHIBIT B

RESIDENTIAL UNIT DESCRIPTION

PARCEL I

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, FORMERLY HORACE HARDING BOULEVARD AND NASSAU BOULEVARD, 260 FEET WIDE AND EASTERLY SIDE OF JUNCTION BOULEVARD, 80 FEET WIDE, AS SAID HORACE HARDING EXPRESSWAY AND JUNCTION BOULEVARD ARE NOW LAID OUT ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK;

RUNNING THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, 456.35 FEET TO THE WESTERLY SIDE OF 97TH STREET, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951;

THENCE SOUTHERLY ALONG THE SAID WESTERLY SIDE OF 97TH STREET, 630 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 4822 ON MARCH 2, 1987, ON CAL. NO. 1;

THENCE WESTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE 456.35 FEET TO THE EASTERLY SIDE OF JUNCTION BOULEVARD;

THENCE NORTHERLY ALONG THE EASTERLY SIDE OF JUNCTION BOULEVARD 630 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH, BUT SUBJECT TO THE BURDENS OF, THE EASEMENT SET FORTH IN THE EASEMENT AGREEMENT BETWEEN ALEXANDER’S OF REGO PARK II, INC., AND ALEXANDER’S REGO SHOPPING CENTER, INC., DATED AS OF DECEMBER 21, 2007 AND RECORDED ON FEBRUARY 14, 2008 IN CFRN 2008000062504.

EXCEPTING THEREFROM THOSE PORTIONS OF HORSE BROOK CREEK AS IT WINDED AND TURNED THROUGHOUT THE ABOVE DESCRIBED PREMISES WHICH ARE 10 FEET WIDE WHICH LIE BETWEEN THE WESTERLY LINE OF 97TH STREET AS IT WAS LAID OUT 60 FEET WIDE ON THE FINAL MAP OF

THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951 AND WESTERLY LINE OF 97TH STREET AS IT IS LAID OUT 70 FEET WIDE ON THE PRESENT FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS.

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

BEGINNING AT A POINT FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF 62ND DRIVE AND THE EASTERLY LINE OF JUNCTION BOULEVARD, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP NO. 4822 ADOPTED BY THE BOARD OF ESTIMATE ON MARCH 2, 1987;

RUNNING THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE 446.35 FEET TO THE WESTERLY LINE OF 97TH STREET;

THENCE SOUTHERLY ALONG THE PROLONGATION OF THE WESTERLY LINE OF 97TH STREET FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND DRIVE

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 446.35 FEET TO THE PROLONGATION OF THE EASTERLY LINE OF JUNCTION BOULEVARD.

RUNNING THENCE NORTHERLY AT RIGHT ANGLES TO THE PREVIOUS COURSE 10.00 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH ALL THE RIGHT, TITLE AND INTEREST OF THE PARTY OF THE FIRST PART, OF, IN AND TO ALL THE LAND IN THE BED OF 62ND DRIVE, 80 FEET WIDE, AS FORMERLY LAID OUT WITHIN THE LINES OF 62ND DRIVE, LYING IN FRONT OF AND ADJOINING THE ABOVE DESCRIBED PROPERTY, BUT NOT INCLUDING THE FOLLOWING AIR VOLUME ABOVE 62ND DRIVE:

AIR VOLUME – HORIZONTAL LIMITS

BEGINNING AT A POINT ON THE NORTHERLY LINE OF 62ND DRIVE, SAID POINT BEING DISTANT 80 FEET WESTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE FROM ITS INTERSECTION WITH THE WESTERLY LINE OF 97TH STREET, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP. No. 4822 ADOPTED BY THE BOARD OF ESTIMATE MARCH 2, 1987;

RUNNING THENCE SOUTHERLY ALONG A LINE AT RIGHT ANGLES TO THE NORTHERLY LINE OF 62ND DRIVE 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND STREET;

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 30 FEET TO A POINT;

THENCE NORTHERLY ALONG A LINE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 10.00 FEET TO THE NORTHERLY LINE OF 62ND STREET;

THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE, 30.00 FEET TO THE POINT OR PLACE OF BEGINNING.

AIR VOLUME – VERTICAL LIMITS

THE VERTICAL LIMITS OF THE STREET AIR VOLUME TO BE EXCLUDED SHALL BE BETWEEN A LOWER LIMITING PLANE AT ELEVATION 35.7 FEET AND AN UPPER LIMITING PLANE AT ELEVATION 80.2 FEET WITHIN THE HORIZONTAL LIMITS DESCRIBED ABOVE.

THE ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE UNITED STATES COAST AND GEODETIC DATUM AT SANDY HOOK.

PARCEL 2

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, DISTANT 80 FEET WESTERLY, AS MEASURED ALONG THE NORTHERLY SIDE OF 62ND DRIVE, BETWEEN A LOWER LIMITING HORIZONTAL PLANE AT ELEVATION 35.70 FEET AND AN UPPER LIMITING HORIZONTAL PLANE AT ELEVATION 80.2 FEET;

RUNNING THENCE FROM THIS POINT OF BEGINNING, SOUTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET TO THE SOUTHERLY SIDE OF 62ND DRIVE;

THENCE WESTERLY ALONG THE SOUTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET;

THENCE NORTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 80 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE;

THENCE EASTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET TO THE POINT OR PLACE OF BEGINNING;

ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE MEAN SEA LEVEL AT SANDY HOOK, NEW JERSEY AS ESTABLISHED BY THE U.S. COAST AND GEODETIC SURVEY.

EXHIBIT C

RETAIL UNIT DESCRIPTION

PARCEL I

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, FORMERLY HORACE HARDING BOULEVARD AND NASSAU BOULEVARD, 260 FEET WIDE AND EASTERLY SIDE OF JUNCTION BOULEVARD, 80 FEET WIDE, AS SAID HORACE HARDING EXPRESSWAY AND JUNCTION BOULEVARD ARE NOW LAID OUT ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK;

RUNNING THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, 456.35 FEET TO THE WESTERLY SIDE OF 97TH STREET, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951;

THENCE SOUTHERLY ALONG THE SAID WESTERLY SIDE OF 97TH STREET, 630 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 4822 ON MARCH 2, 1987, ON CAL. NO. 1;

THENCE WESTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE 456.35 FEET TO THE EASTERLY SIDE OF JUNCTION BOULEVARD;

THENCE NORTHERLY ALONG THE EASTERLY SIDE OF JUNCTION BOULEVARD 630 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH, BUT SUBJECT TO THE BURDENS OF, THE EASEMENT SET FORTH IN THE EASEMENT AGREEMENT BETWEEN ALEXANDER’S OF REGO PARK II, INC., AND ALEXANDER’S REGO SHOPPING CENTER, INC., DATED AS OF DECEMBER 21, 2007 AND RECORDED ON FEBRUARY 14, 2008 IN CFRN 2008000062504.

EXCEPTING THEREFROM THOSE PORTIONS OF HORSE BROOK CREEK AS IT WINDED AND TURNED THROUGHOUT THE ABOVE DESCRIBED PREMISES WHICH ARE 10 FEET WIDE WHICH LIE BETWEEN THE WESTERLY LINE OF 97TH STREET AS IT WAS LAID OUT 60 FEET WIDE ON THE FINAL MAP OF

THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951 AND WESTERLY LINE OF 97TH STREET AS IT IS LAID OUT 70 FEET WIDE ON THE PRESENT FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS.

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

BEGINNING AT A POINT FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF 62ND DRIVE AND THE EASTERLY LINE OF JUNCTION BOULEVARD, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP NO. 4822 ADOPTED BY THE BOARD OF ESTIMATE ON MARCH 2, 1987;

RUNNING THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE 446.35 FEET TO THE WESTERLY LINE OF 97TH STREET;

THENCE SOUTHERLY ALONG THE PROLONGATION OF THE WESTERLY LINE OF 97TH STREET FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND DRIVE

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 446.35 FEET TO THE PROLONGATION OF THE EASTERLY LINE OF JUNCTION BOULEVARD.

RUNNING THENCE NORTHERLY AT RIGHT ANGLES TO THE PREVIOUS COURSE 10.00 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH ALL THE RIGHT, TITLE AND INTEREST OF THE PARTY OF THE FIRST PART, OF, IN AND TO ALL THE LAND IN THE BED OF 62ND DRIVE, 80 FEET WIDE, AS FORMERLY LAID OUT WITHIN THE LINES OF 62ND DRIVE, LYING IN FRONT OF AND ADJOINING THE ABOVE DESCRIBED PROPERTY, BUT NOT INCLUDING THE FOLLOWING AIR VOLUME ABOVE 62ND DRIVE:

AIR VOLUME – HORIZONTAL LIMITS

BEGINNING AT A POINT ON THE NORTHERLY LINE OF 62ND DRIVE, SAID POINT BEING DISTANT 80 FEET WESTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE FROM ITS INTERSECTION WITH THE WESTERLY LINE OF 97TH STREET, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP. No. 4822 ADOPTED BY THE BOARD OF ESTIMATE MARCH 2, 1987;

RUNNING THENCE SOUTHERLY ALONG A LINE AT RIGHT ANGLES TO THE NORTHERLY LINE OF 62ND DRIVE 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND STREET;

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 30 FEET TO A POINT;

THENCE NORTHERLY ALONG A LINE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 10.00 FEET TO THE NORTHERLY LINE OF 62ND STREET;

THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE, 30.00 FEET TO THE POINT OR PLACE OF BEGINNING.

AIR VOLUME – VERTICAL LIMITS

THE VERTICAL LIMITS OF THE STREET AIR VOLUME TO BE EXCLUDED SHALL BE BETWEEN A LOWER LIMITING PLANE AT ELEVATION 35.7 FEET AND AN UPPER LIMITING PLANE AT ELEVATION 80.2 FEET WITHIN THE HORIZONTAL LIMITS DESCRIBED ABOVE.

THE ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE UNITED STATES COAST AND GEODETIC DATUM AT SANDY HOOK.

PARCEL 2

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, DISTANT 80 FEET WESTERLY, AS MEASURED ALONG THE NORTHERLY SIDE OF 62ND DRIVE, BETWEEN A LOWER LIMITING HORIZONTAL PLANE AT ELEVATION 35.70 FEET AND AN UPPER LIMITING HORIZONTAL PLANE AT ELEVATION 80.2 FEET;

RUNNING THENCE FROM THIS POINT OF BEGINNING, SOUTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET TO THE SOUTHERLY SIDE OF 62ND DRIVE;

THENCE WESTERLY ALONG THE SOUTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET;

THENCE NORTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 80 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE;

THENCE EASTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET TO THE POINT OR PLACE OF BEGINNING;

ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE MEAN SEA LEVEL AT SANDY HOOK, NEW JERSEY AS ESTABLISHED BY THE U.S. COAST AND GEODETIC SURVEY.

EXHIBIT D

Initial Construction Work

1)        Installation of site protection as shown in the Site Safety Plan for Construction of 20 Floors on Existing 3 Story Building at 61-01 Junction Blvd, Queens, NY 11374 (Phase 1-A) dated 04-01-13

2)         Modification of Existing Stair K with new door opening and existing door relocation as shown on Drawing No. SK-051413-1 dated 05-14-13

3)         Installation of structural column cap additions with rebar to existing residential columns as shown in attached photograph of typical column cap addition.

4)         Installation of column cap waterproofing as shown on Drawing Nos. SK-053013-1 and SK-053013-2 dated 05-08-13

5)         Installation of temporary dry standpipe to roof as shown on Drawing Nos. SP-100, SP-200, SP-300 dated 04-15-13

EXHIBIT E

RATIFICATION OF GUARANTOR

Alexander’s, Inc., a Delaware corporation,  which executed and delivered to Lender (i) that certain Guaranty of Recourse Obligations dated as of November 30, 2011 (the “Guaranty”), (ii) that certain Environmental Indemnity Agreement, dated as of November 30, 2011, delivered by Borrower and Guarantor to Lender (the “Environmental Indemnity”, and together with the Guaranty, collectively, the “Guaranty Documents”) hereby (x) consents to the execution and delivery of that certain Amendment and Modification of Loan Agreement and Other Loan Documents and Ratification of Guarantor dated as of the date hereof, made by and between Borrower and Lender (the “Modification Agreement”), (y) ratifies the terms and provisions of the Guaranty Documents and the obligations thereunder as modified by the Modification Agreement, and (z) represents, warrants and covenants to Lender that (A) it has no offset, counterclaim or defense with respect to its obligations under the Guaranty Documents, and (B) that except as modified hereby, the Guaranty Documents remain unmodified and in full force and effect.

Dated as of November 15, 2013

ALEXANDER’S, INC.,  

            a Delaware corporation

            By:      /s/ Alan J. Rice                        

                        Name: Alan J. Rice

                        Title:  Secretary          

EX-10

EXHIBIT 10.61

 

PARTIAL RELEASE OF MORTGAGE

Dated as of November 15, 2013

by

BANK OF CHINA, New York Branch

(“Mortgagee”),

to

REGO II BORROWER LLC, a Delaware limited liability company,

(“Mortgagor”)

                           PREMISES: 61-35 Junction Blvd.

                         Queens, New York 11374

                           BLOCK:       2080

                           LOT:             1002

                           COUNTY:    Queens

RECORD AND RETURN BY MAIL TO: 

Sullivan & Cromwell LLP

125 Broad Street

New York, New York  10004

Attention:  Arthur S. Adler

­SC1:3489051.1

PARTIAL RELEASE OF MORTGAGE

Bank of China, New York Branch, having an address at 410 Madison Avenue, New York, New York 10017, (“Mortgagee”), is the owner and holder of that certain consolidated mortgage referred to on Exhibit A  annexed hereto (collectively the “Mortgage”), made by Rego II Borrower LLC, a Delaware limited liability company, having an address at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Mortgagor”) in favor of Mortgagee.

Mortgagor has requested that Mortgagee release a certain portion of the real property encumbered by the Mortgage from the lien and operation of the Mortgage.

NOW, THEREFORE, for $10.00 and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Mortgagee releases, remises, quit claims, exonerates and discharges from the lien and operation of the Mortgage, to the Mortgagor, its successors and assigns, only  that certain portion of the property encumbered by the Mortgage known as the “Upper Unit”, as more particularly described on Exhibit B  annexed hereto (the “Released Property”). 

TO HAVE AND TO HOLD the same, with the appurtenances, to the Mortgagor, its successors and assigns forever, freed, exonerated and discharged of and from the lien of the Mortgage. Nothing contained in this instrument shall in anywise impair, alter or diminish the effect, lien or encumbrance of the Mortgage on the remaining portion of the property encumbered by the Mortgage not released in this instrument, or any of the rights and remedies of the holder of the Mortgage.

­SC1:3489051.1

LENDER: 

BANK OF CHINA, NEW YORK BRANCH 

                                                                              By: /s/  Raymond Qiao                 

                                                                                    Name:  Raymond Qiao

                                                                                    Title:    First Vice President  

                                        [Signature Page to Partial Release of Mortgage]

STATE OF NEW YORK                   )

                                                            ) ss.:

COUNTY OF NEW YORK               )

On the 12^th day of November, 2013, before me, the undersigned, personally appeared Raymond Qiao, First Vice President, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Kenneth Ngew Lee               

Notary Public

Kenneth Ngew Lee

Notary Public, State of New York

No. 01LE4834707

Qualified in Nassau County

Commission Expires October 31, 2017

                                             [Signature Page to Partial Release of Mortgage]

EXHIBIT A

(Mortgage description)

Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of November 30, 2011 in the original principal amount of $275,000,000, and recorded on January 4, 2012 in the Office of the City Register of the City of New York at CRFN#2012000002917.

­SC1:3489051.1

EXHIBIT B

(Released Property)

The Condominium Unit (the “Unit”) in the premises known as Rego II Condominium and by the street number 61-01 Junction Boulevard, Rego Park, Borough of Queens, City and State of New York, said Unit being designated and described as “Upper Unit” in the declaration (“Declaration”) establishing a plan for condominium ownership of said premises under Article 9-B of the Real Property Law of the State of New York (the “Condominium Act”), dated March 8, 2013 and recorded in the Office of the City Register of The City of New York (the “City Register’s Office”) on November 6, 2013 as CRFN 2013000458265 and also designated as Tax Lot 1002 in Block 2080 of the Borough of Queens on the Tax Map of the Real Property Assessment Department of The City of New York and on the Floor Plans of said building, certified by Luigi Pio Russo, Architect, and filed in the Real Property Assessment Department of the City of New York as Condominium Plan No. 875, and also recorded in the City Register’s Office on November 6, 2013 as CRFN 2013000458266.  The premises within which the Unit is (are) located are more particularly described in Exhibit B-1  attached hereto and made a part hereof.  All capitalized terms herein which are not separately defined herein shall have the meanings given to those terms in the Declaration or in the by-laws of Rego II Condominium.  (Said by-laws, as the same may be amended from time to time, are hereinafter referred to as the “By-Laws.”)

Together with an undivided 0.5 percentage interest in the General Common Elements (as such term is defined in the Declaration).

­SC1:3489051.1

EXHIBIT B-1

PARCEL I

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, FORMERLY HORACE HARDING BOULEVARD AND NASSAU BOULEVARD, 260 FEET WIDE AND EASTERLY SIDE OF JUNCTION BOULEVARD, 80 FEET WIDE, AS SAID HORACE HARDING EXPRESSWAY AND JUNCTION BOULEVARD ARE NOW LAID OUT ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK;

RUNNING THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, 456.35 FEET TO THE WESTERLY SIDE OF 97TH STREET, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951;

THENCE SOUTHERLY ALONG THE SAID WESTERLY SIDE OF 97TH STREET, 630 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 4822 ON MARCH 2, 1987, ON CAL. NO. 1;

THENCE WESTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE 456.35 FEET TO THE EASTERLY SIDE OF JUNCTION BOULEVARD;

THENCE NORTHERLY ALONG THE EASTERLY SIDE OF JUNCTION BOULEVARD 630 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH, BUT SUBJECT TO THE BURDENS OF, THE EASEMENT SET FORTH IN THE EASEMENT AGREEMENT BETWEEN ALEXANDER’S OF REGO PARK II, INC., AND ALEXANDER’S REGO SHOPPING CENTER, INC., DATED AS OF DECEMBER 21, 2007 AND RECORDED ON FEBRUARY 14, 2008 IN CFRN 2008000062504.

EXCEPTING THEREFROM THOSE PORTIONS OF HORSE BROOK CREEK AS IT WINDED AND TURNED THROUGHOUT THE ABOVE DESCRIBED PREMISES WHICH ARE 10 FEET WIDE WHICH LIE BETWEEN THE WESTERLY LINE OF 97TH STREET AS IT WAS LAID OUT 60 FEET WIDE ON THE FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951 AND WESTERLY LINE OF 97TH STREET AS IT IS LAID OUT 70 FEET WIDE ON THE PRESENT FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS.

­SC1:3489051.1

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

BEGINNING AT A POINT FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF 62ND DRIVE AND THE EASTERLY LINE OF JUNCTION BOULEVARD, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP NO. 4822 ADOPTED BY THE BOARD OF ESTIMATE ON MARCH 2, 1987;

RUNNING THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE 446.35 FEET TO THE WESTERLY LINE OF 97TH STREET;

THENCE SOUTHERLY ALONG THE PROLONGATION OF THE WESTERLY LINE OF 97TH STREET FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND DRIVE

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 446.35 FEET TO THE PROLONGATION OF THE EASTERLY LINE OF JUNCTION BOULEVARD.

RUNNING THENCE NORTHERLY AT RIGHT ANGLES TO THE PREVIOUS COURSE 10.00 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH ALL THE RIGHT, TITLE AND INTEREST OF THE PARTY OF THE FIRST PART, OF, IN AND TO ALL THE LAND IN THE BED OF 62ND DRIVE, 80 FEET WIDE, AS FORMERLY LAID OUT WITHIN THE LINES OF 62ND DRIVE, LYING IN FRONT OF AND ADJOINING THE ABOVE DESCRIBED PROPERTY, BUT NOT INCLUDING THE FOLLOWING AIR VOLUME ABOVE 62ND DRIVE:

AIR VOLUME – HORIZONTAL LIMITS

BEGINNING AT A POINT ON THE NORTHERLY LINE OF 62ND DRIVE, SAID POINT BEING DISTANT 80 FEET WESTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE FROM ITS INTERSECTION WITH THE WESTERLY LINE OF 97TH STREET, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP. No. 4822 ADOPTED BY THE BOARD OF ESTIMATE MARCH 2, 1987;

RUNNING THENCE SOUTHERLY ALONG A LINE AT RIGHT ANGLES TO THE NORTHERLY LINE OF 62ND DRIVE 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND STREET;

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 30 FEET TO A POINT;

­SC1:3489051.1

THENCE NORTHERLY ALONG A LINE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 10.00 FEET TO THE NORTHERLY LINE OF 62ND STREET;

THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE, 30.00 FEET TO THE POINT OR PLACE OF BEGINNING.

AIR VOLUME – VERTICAL LIMITS

THE VERTICAL LIMITS OF THE STREET AIR VOLUME TO BE EXCLUDED SHALL BE BETWEEN A LOWER LIMITING PLANE AT ELEVATION 35.7 FEET AND AN UPPER LIMITING PLANE AT ELEVATION 80.2 FEET WITHIN THE HORIZONTAL LIMITS DESCRIBED ABOVE.

THE ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE UNITED STATES COAST AND GEODETIC DATUM AT SANDY HOOK.

PARCEL 2

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, DISTANT 80 FEET WESTERLY, AS MEASURED ALONG THE NORTHERLY SIDE OF 62ND DRIVE, BETWEEN A LOWER LIMITING HORIZONTAL PLANE AT ELEVATION 35.70 FEET AND AN UPPER LIMITING HORIZONTAL PLANE AT ELEVATION 80.2 FEET;

RUNNING THENCE FROM THIS POINT OF BEGINNING, SOUTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET TO THE SOUTHERLY SIDE OF 62ND DRIVE;

THENCE WESTERLY ALONG THE SOUTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET;

THENCE NORTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 80 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE;

THENCE EASTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET TO THE POINT OR PLACE OF BEGINNING;

­SC1:3489051.1

ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE MEAN SEA LEVEL AT SANDY HOOK, NEW JERSEY AS ESTABLISHED BY THE U.S. COAST AND GEODETIC SURVEY.

­SC1:3489051.1

EX-10

EXHIBIT 10.62

REGO II BORROWER LLC, a Delaware limited liability company

(“Assignor”)

AND

BANK OF CHINA, New York branch

(“Assignee”)

PARTIAL RELEASE OF

ASSIGNMENT OF LEASES AND RENTS

Dated: November 15, 2013   

Location:  61-35 Junction Blvd., Queens, New York 11374

County:  Queens        

Block:  2080   

Lot:  1002                  

PREPARED BY AND UPON

RECORDATION RETURN TO:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Arthur S. Adler

­SC1:3489147.1

PARTIAL RELEASE OF ASSIGNMENT OF LEASES

AND RENTS

THIS PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND RENTS, is made as of November 15, 2013, by and between REGO II BORROWER LLC, a Delaware limited liability company having its principal place of business at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey  07652 (“Assignor”), and Bank of China, New York branch, having an address at 410 Madison Avenue, New York, New York  10017 (“Assignee”). 

WI T N E S S E T H:

WHEREAS, Assignor has previously executed and delivered to Assignee that certain Assignment of Leases and Rents, dated as of November 30, 2011 (the “Assignment”), which Assignment was recorded on January 4, 2012 in the Office of the City Register, Queens County (the “City Register's Office”) as CFRN#2012000002918;

WHEREAS, the Assignment was given in connection with a loan in the principal amount of $275,000,000 pursuant to a certain loan agreement, dated as of November 30, 2011, between Assignor and Assignee (the “Loan Agreement”);  

WHEREAS, in connection with the Loan Agreement, Assignor, as mortgagor, delivered to Assignee, as mortgagee, that certain Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of November 30, 2011, and recorded on January 4, 2012 in the Office of the City Register, Queens County as CRFN #2012000002917 (the “Mortgage”); 

WHEREAS, pursuant to a certain Partial Release of Mortgage of even date herewith and intended to be recorded in the Office of the City Register, Queens County simultaneously herewith, Assignor has requested and Assignee has agreed to release a certain portion of the real property encumbered by the Mortgage as further described on Exhibit A (the “Released Property”) from the lien and operation of the Mortgage, and in connection therewith, Assignee desires to also release such Released Property from the Assignment;

WHEREAS, in connection therewith, Mortgagee hereby releases the Released Property from the Assignment.

 (Signature pages follow)

­SC1:3489147.1

LENDER:

                                                       BANK OF CHINA, NEW YORK BRANCH

                                                      By:             /s/ Raymond Qiao                   

Name: Raymond Qiao

Title: First Vice President

                                         [Signature Page to Partial Release of Assignment of Lease and Rents]

STATE OF NEW YORK                   )

                                                            ) ss.:

COUNTY OF NEW YORK               )

On the 12^th  day of November, 2013, before me, the undersigned, personally appeared Raymond Qiao, First Vice President, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

                                                                        /s/ Kenneth Ngew Lee                   

Notary Public

Kenneth Ngew Lee

Notary Public, State of New York

No. 01LE4834707

Qualified in Nassau County

Commission Expires October 31, 2017

                            [Signature Page to Partial Release of Assignment of Lease and Rents]

Exhibit A

(Released Property)

The Condominium Unit (the “Unit”) in the premises known as Rego II Condominium and by the street number 61-01 Junction Boulevard, Rego Park, Borough of Queens, City and State of New York, said Unit being designated and described as “Upper Unit” in the declaration (“Declaration”) establishing a plan for condominium ownership of said premises under Article 9-B of the Real Property Law of the State of New York (the “Condominium Act”), dated March 8, 2013 and recorded in the Office of the City Register of The City of New York (the “City Register’s Office”) on November 6, 2013 as CRFN 2013000458265 and also designated as Tax Lot 1002 in Block 2080 of the Borough of Queens on the Tax Map of the Real Property Assessment Department of The City of New York and on the Floor Plans of said building, certified by Luigi Pio Russo, Architect, and filed in the Real Property Assessment Department of the City of New York as Condominium Plan No. 875, and also recorded in the City Register’s Office on November 6, 2013 as CRFN 2013000458266.  The premises within which the Unit is (are) located are more particularly described in Exhibit B  attached hereto and made a part hereof.  All capitalized terms herein which are not separately defined herein shall have the meanings given to those terms in the Declaration or in the by-laws of Rego II Condominium.  (Said by-laws, as the same may be amended from time to time, are hereinafter referred to as the “By-Laws.”)

Together with an undivided 0.5 percentage interest in the General Common Elements (as such term is defined in the Declaration).

­SC1:3489147.1

EXHIBIT B

PARCEL I

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, FORMERLY HORACE HARDING BOULEVARD AND NASSAU BOULEVARD, 260 FEET WIDE AND EASTERLY SIDE OF JUNCTION BOULEVARD, 80 FEET WIDE, AS SAID HORACE HARDING EXPRESSWAY AND JUNCTION BOULEVARD ARE NOW LAID OUT ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK;

RUNNING THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF HORACE HARDING EXPRESSWAY, 456.35 FEET TO THE WESTERLY SIDE OF 97TH STREET, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951;

THENCE SOUTHERLY ALONG THE SAID WESTERLY SIDE OF 97TH STREET, 630 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, AS SHOWN ON THE FINAL TOPOGRAPHICAL MAP OF THE CITY OF NEW YORK, PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 4822 ON MARCH 2, 1987, ON CAL. NO. 1;

THENCE WESTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE 456.35 FEET TO THE EASTERLY SIDE OF JUNCTION BOULEVARD;

THENCE NORTHERLY ALONG THE EASTERLY SIDE OF JUNCTION BOULEVARD 630 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH, BUT SUBJECT TO THE BURDENS OF, THE EASEMENT SET FORTH IN THE EASEMENT AGREEMENT BETWEEN ALEXANDER’S OF REGO PARK II, INC., AND ALEXANDER’S REGO SHOPPING CENTER, INC., DATED AS OF DECEMBER 21, 2007 AND RECORDED ON FEBRUARY 14, 2008 IN CFRN 2008000062504.

EXCEPTING THEREFROM THOSE PORTIONS OF HORSE BROOK CREEK AS IT WINDED AND TURNED THROUGHOUT THE ABOVE DESCRIBED PREMISES WHICH ARE 10 FEET WIDE WHICH LIE BETWEEN THE WESTERLY LINE OF 97TH STREET AS IT WAS LAID OUT 60 FEET WIDE ON THE FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS PRIOR TO THE ADOPTION OF THE ALTERATION MAP NO. 3530 ON DECEMBER 20, 1951 AND WESTERLY LINE OF 97TH STREET AS IT IS LAID OUT 70 FEET WIDE ON THE PRESENT FINAL MAP OF THE CITY OF NEW YORK FOR THE BOROUGH OF QUEENS.

­SC1:3489147.1

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

BEGINNING AT A POINT FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF 62ND DRIVE AND THE EASTERLY LINE OF JUNCTION BOULEVARD, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP NO. 4822 ADOPTED BY THE BOARD OF ESTIMATE ON MARCH 2, 1987;

RUNNING THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE 446.35 FEET TO THE WESTERLY LINE OF 97TH STREET;

THENCE SOUTHERLY ALONG THE PROLONGATION OF THE WESTERLY LINE OF 97TH STREET FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND DRIVE

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 446.35 FEET TO THE PROLONGATION OF THE EASTERLY LINE OF JUNCTION BOULEVARD.

RUNNING THENCE NORTHERLY AT RIGHT ANGLES TO THE PREVIOUS COURSE 10.00 FEET TO THE POINT OR PLACE OF BEGINNING.

TOGETHER WITH ALL THE RIGHT, TITLE AND INTEREST OF THE PARTY OF THE FIRST PART, OF, IN AND TO ALL THE LAND IN THE BED OF 62ND DRIVE, 80 FEET WIDE, AS FORMERLY LAID OUT WITHIN THE LINES OF 62ND DRIVE, LYING IN FRONT OF AND ADJOINING THE ABOVE DESCRIBED PROPERTY, BUT NOT INCLUDING THE FOLLOWING AIR VOLUME ABOVE 62ND DRIVE:

AIR VOLUME – HORIZONTAL LIMITS

BEGINNING AT A POINT ON THE NORTHERLY LINE OF 62ND DRIVE, SAID POINT BEING DISTANT 80 FEET WESTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE FROM ITS INTERSECTION WITH THE WESTERLY LINE OF 97TH STREET, AS SAID STREETS ARE SHOWN ON THE FINAL MAP OF THE BOROUGH OF QUEENS KNOWN AS MAP. No. 4822 ADOPTED BY THE BOARD OF ESTIMATE MARCH 2, 1987;

RUNNING THENCE SOUTHERLY ALONG A LINE AT RIGHT ANGLES TO THE NORTHERLY LINE OF 62ND DRIVE 10.00 FEET TO THE FORMER NORTHERLY LINE OF 62ND STREET;

THENCE WESTERLY ALONG THE FORMER NORTHERLY LINE OF 62ND DRIVE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 30 FEET TO A POINT;

­SC1:3489147.1

THENCE NORTHERLY ALONG A LINE, AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, FOR 10.00 FEET TO THE NORTHERLY LINE OF 62ND STREET;

THENCE EASTERLY ALONG THE NORTHERLY LINE OF 62ND DRIVE, 30.00 FEET TO THE POINT OR PLACE OF BEGINNING.

AIR VOLUME – VERTICAL LIMITS

THE VERTICAL LIMITS OF THE STREET AIR VOLUME TO BE EXCLUDED SHALL BE BETWEEN A LOWER LIMITING PLANE AT ELEVATION 35.7 FEET AND AN UPPER LIMITING PLANE AT ELEVATION 80.2 FEET WITHIN THE HORIZONTAL LIMITS DESCRIBED ABOVE.

THE ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE UNITED STATES COAST AND GEODETIC DATUM AT SANDY HOOK.

PARCEL 2

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF QUEENS, COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET WIDE, DISTANT 80 FEET WESTERLY, AS MEASURED ALONG THE NORTHERLY SIDE OF 62ND DRIVE, BETWEEN A LOWER LIMITING HORIZONTAL PLANE AT ELEVATION 35.70 FEET AND AN UPPER LIMITING HORIZONTAL PLANE AT ELEVATION 80.2 FEET;

RUNNING THENCE FROM THIS POINT OF BEGINNING, SOUTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE NORTHERLY SIDE OF 62ND DRIVE, 80 FEET TO THE SOUTHERLY SIDE OF 62ND DRIVE;

THENCE WESTERLY ALONG THE SOUTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET;

THENCE NORTHERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 80 FEET TO THE NORTHERLY SIDE OF 62ND DRIVE;

THENCE EASTERLY ALONG THE NORTHERLY SIDE OF 62ND DRIVE ALONG A LINE FORMING AN INTERIOR ANGLE OF 90 DEGREES WITH THE LAST MENTIONED COURSE, 30 FEET TO THE POINT OR PLACE OF BEGINNING;

­SC1:3489147.1

ELEVATIONS REFER TO THE DATUM IN USE BY THE QUEENS TOPOGRAPHICAL BUREAU WHICH IS 2.725 FEET ABOVE MEAN SEA LEVEL AT SANDY HOOK, NEW JERSEY AS ESTABLISHED BY THE U.S. COAST AND GEODETIC SURVEY.

­

SC1:3489147.1

EX-12

EXHIBIT 12

COMPUTATION OF RATIOS

(UNAUDITED)

Our consolidated ratios of earnings to fixed charges for each of the fiscal years ended December 31, 2013, 2012, 2011, 2010 and 2009 are as follows:

			Year Ended December 31,
			2013		2012		2011		2010		2009
Earnings:
	Pretax income from continuing operations		$	54,503	$	50,105	$	54,789	$	46,335	$	81,702
	Fixed charges			44,789		45,901		44,147		46,973		45,811
	Capitalized interest			-		-		-		(1,269)		(3,452)
		Total earnings - Numerator	$	99,292	$	96,006	$	98,936	$	92,039	$	124,061
Fixed charges:
	Interest and debt expense		$	44,540	$	45,652	$	43,898	$	45,455	$	42,110
	1/3 of rent expense - interest factor			249		249		249		249		249
	Capitalized interest			-		-		-		1,269		3,452
		Total fixed charges - Denominator	$	44,789	$	45,901	$	44,147	$	46,973	$	45,811
Ratio of earnings to fixed charges				2.22		2.09		2.24		1.96		2.71

Earnings equals (i) income from continuing operations before income taxes, plus (ii) fixed charges, minus (iii) capitalized interest.  Fixed charges equals (i) interest and debt expense, plus (ii) the portion of operating lease rental expense that is representative of the interest factor, which is one-third of operating lease rentals and (iii) capitalized interest.

EX-21

EXHIBIT 21

ALEXANDER’S, INC.

SUBSIDIARIES OF REGISTRANT

731 Commercial Holding LLC

731 Commercial LLC

731 Office One Holding LLC

731 Office One LLC

731 Office Two Holding LLC

731 Office Two LLC

731 Residential LLC

731 Restaurant, LLC

731 Retail One, LLC

Alexander’s Construction LLC

Alexander’s Management LLC

Alexander’s of Brooklyn, Inc.

Alexander’s Kings Plaza, LLC

Alexander’s of Flushing, Inc.

Alexander’s of Rego Park II, Inc.

Alexander’s of Rego Park III, Inc.

Alexander’s of Rego Residential LLC

Alexander’s Rego Shopping Center Inc.

ALX of Paramus LLC

Fifty Ninth Street Insurance Company LLC

Kings Parking, LLC

Kings Plaza TEP LLC

Rego II Borrower LLC

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 24, 2014, relating to the consolidated financial statements and financial statement schedules of Alexander’s, Inc. and subsidiaries and the effectiveness of Alexander’s, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Alexander’s, Inc. for the year ended December 31, 2013: 

·Registration Statement No. 333-151721 on Form S-8

·Registration Statement No. 333-180630 on Form S-3

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 24, 2014

EX-31

 

EXHIBIT 31.1

CERTIFICATION

I, Steven Roth, certify that:

1.    I have reviewed this Annual Report on Form 10‑K of Alexander’s, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 24, 2014

/s/ Steven Roth

Steven Roth

Chairman of the Board and

Chief Executive Officer

EX-31

 

EXHIBIT 31.2

CERTIFICATION

I, Joseph Macnow, certify that:

1.    I have reviewed this Annual Report on Form 10‑K of Alexander’s, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 24, 2014

/s/ Joseph Macnow

Joseph Macnow

Executive Vice President and

Chief Financial Officer

EX-32

 

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Alexander’s, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that: 

The Annual Report on Form 10-K for year ended December 31, 2013(the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 24, 2014		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and
		Chief Executive Officer

EX-32

 

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Alexander’s, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that: 

The Annual Report on Form 10-K for year ended December 31, 2013(the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 24, 2014		/s/ Joseph Macnow
	Name:	Joseph Macnow
	Title:	Executive Vice President and
		Chief Financial Officer

XML

Marketable Securities (Details) (Macerich Interest [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Macerich Interest [Member]
Investment Holdings [Line Items]
Macerich Common Shares	535,265	535,265
Economic basis per share (in dollars per share)	$ 56.05
GAAP Cost	$ 30,000,000
Fair Value	31,522,000	31,206,000
Closing share price (in dollars per share)	$ 58.89	$ 58.30
Unrealized Gains	$ 316,000	$ 1,206,000

XML

Schedule II: Valuation and Qualifying accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 2,219	$ 1,039	$ 1,047
Additions: Charged Against Operations	348	1,304	427
Deductions: Uncollectible Accounts Written Off	(574)	(124)	(435)
Balance at End of Year	$ 1,993	$ 2,219	$ 1,039

XML

Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Income from continuing operations									$ 54,663	$ 50,041	$ 54,831
Income from discontinued operations, net of income attributable to the noncontrolling interest									2,252	624,346	24,592
Net income attributable to Alexander's	$ 15,790	$ 13,824	$ 13,139	$ 14,162	$ 617,157	$ 18,856	$ 18,892	$ 19,482	$ 56,915	$ 674,387	$ 79,423
Weighted average shares outstanding - (in shares)									5,109,055	5,107,610	5,106,568
Income from continuing operations- (in dollars per share)									$ 10.70	$ 9.80	$ 10.74
Income from discontinued operations, net - (in dollars per share)									$ 0.44	$ 122.24	$ 4.81
Net income per common share (in dollars per share)									$ 11.14	$ 132.04	$ 15.55

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Earnings per share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

			For the Years Ended December 31,
(Amounts in thousands, except share and per share amounts)			2013		2012		2011
	Income from continuing operations		$	54,663	$	50,041	$	54,831
	Income from discontinued operations, net of income attributable to
		the noncontrolling interest		2,252		624,346		24,592
	Net income attributable to common stockholders – basic and diluted		$	56,915	$	674,387	$	79,423
	Weighted average shares outstanding – basic and diluted			5,109,055		5,107,610		5,106,568
	Income from continuing operations		$	10.70	$	9.80	$	10.74
	Income from discontinued operations, net			0.44		122.24		4.81
	Net income per common share – basic and diluted		$	11.14	$	132.04	$	15.55

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Schedule III: Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2013

Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III: Real Estate and Accumulated Depreciation [Text Block]

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2013
(Amounts in thousands)
COLUMN A				COLUMN B		COLUMN C				COLUMN D		COLUMN E								COLUMN F		COLUMN G	COLUMN H	COLUMN I
												Gross Amount at Which
						Initial Cost to Company(1)						Carried at Close of Period												Depreciation
								Building,		Costs				Building,						Accumulated				in Latest
								Leaseholds		Capitalized				Leaseholds						Depreciation				Income
								and Leasehold		Subsequent				and Leasehold		Construction				and		Date of	Date	Statement
Description				Encumbrances		Land		Improvements		to Acquisition		Land		Improvements		In Progress		Total(2)		Amortization		Construction	Acquired(1)	is Computed
	New York, NY
		Rego Park I		$	78,246	$	1,647	$	8,953	$	48,177	$	1,647	$	56,380	$	750	$	58,777	$	26,056	1959	1992	3-39 years
		Rego Park II:
			Retail		269,496		3,127		1,467		384,105		3,127		385,403		169		388,699		42,145	2009	1992	3-40 years
			Residential		-		-		-		2,265		-		-		2,265		2,265		-	N/A	1992	N/A
		Rego Park III			-		779		-		2,243		779		503		1,740		3,022		81	N/A	1992	5-15 years
		Flushing			-		-		1,660		(107)		-		1,553		-		1,553		732	1975(3)	1992	N/A
		Lexington Avenue			634,217		14,432		12,355		426,552		27,497		425,842		-		453,339		116,361	2003	1992	9-39 years
	Paramus, NJ				68,000		1,441		-		10,313		11,754		-		-		11,754		-	N/A	1992	N/A
	Other Properties				-		167		1,804		(1,804)		167		-		-		167		-	N/A	1992	N/A
TOTAL				$	1,049,959	$	21,593	$	26,239	$	871,744	$	44,971	$	869,681	$	4,924	$	919,576	$	185,375
		__________________________
(1)		Initial cost is as of May 15, 1992 (the date on which the Company commenced its real estate operations).
(2)		The net basis of the Company’s assets and liabilities for tax purposes is approximately $189,757 lower than the amount reported for financial statement purposes.
(3)		Represents the date the lease was acquired.

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
				December 31,
				2013		2012		2011
	REAL ESTATE:
		Balance at beginning of period		$	911,792	$	906,907	$	897,312
		Additions (deletions) during the period:
			Land		-		-		-
			Buildings and leasehold improvements		5,072		3,776		49,027
			Development and construction in progress		2,712		1,109		(39,432)
					919,576		911,792		906,907
			Less: Fully depreciated assets		-		-		-
		Balance at end of period		$	919,576	$	911,792	$	906,907
	ACCUMULATED DEPRECIATION:
		Balance at beginning of period		$	160,826	$	136,460	$	112,765
		Additions charged to operating expenses			24,549		24,366		23,695
					185,375		160,826		136,460
			Less: Fully depreciated assets		-		-		-
		Balance at end of period		$	185,375	$	160,826	$	136,460

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Schedule III: Rollforward of Real Estate Assets and Accumulated Depreciation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of carrying amount of real estate investments rollforward
Balance at the beginning of period	$ 911,792	$ 906,907	$ 897,312
Subtotal real estate	919,576	911,792	906,907
Less: Fully depreciated assets	0	0	0
Balance at the end of the period	919,576	911,792	906,907
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the beginning of period	160,826	136,460	112,765
Real Estate Accumulated Depreciation, Depreciation Expense	24,549	24,366	23,695
Subtotal of accumulated depreciation	185,375	160,826	136,460
Less: Fully depreciated assets	0	0	0
Balance at the end of the period	185,375	160,826	136,460
Land Improvements [Member]
Reconciliation of carrying amount of real estate investments rollforward
Real Estate, Improvements	0	0	0
Building Improvements [Member]
Reconciliation of carrying amount of real estate investments rollforward
Real Estate, Improvements	5,072	3,776	49,027
Construction in Progress [Member]
Reconciliation of carrying amount of real estate investments rollforward
Real Estate, Improvements	$ 2,712	$ 1,109	$ (39,432)

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Leases (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating Leases, Future Minimum Payments Receivable [Abstract]
2014	$ 126,803								$ 126,803
2015	127,885								127,885
2016	119,594								119,594
2017	120,932								120,932
2018	120,971								120,971
Thereafter	1,022,573								1,022,573
Additional Rent Based on Percentage of Tenant's sales									416	416	427
Real Estate Properties [Abstract]
Total revenues	50,496	49,886	47,302	48,775	48,491	48,642	46,878	47,301	196,459	191,312	185,246
Operating Leases, Future Minimum Payments Due [Abstract]
2014	700								700
2015	700								700
2016	700								700
2017	792								792
2018	800								800
Thereafter	6,466								6,466
Rent expense									746	746	746
Minimum [Member]
Leases Lease Terms [Abstract]
Lease term range as Lessor									5 years
Maximum [Member]
Leases Lease Terms [Abstract]
Lease term range as Lessor									25 years
Customer Concentration Risk [Member] | Bloomberg [Member]
Real Estate Properties [Abstract]
Percentage Rent Contributed By Tenant									45.00%	45.00%	46.00%
Total revenues									$ 88,164	$ 86,468	$ 84,526
Percentage Of Minimum Revenue Threshold Contributed By One Tenant (in percentage)									10.00%
Flushing Property [Member]
Lessee [Abstract]
Expiration year	2027								2027
Flushing Property [Member] | Ten Year Extension Option [Member]
Lessee [Abstract]
Number Of Extension Options	1								1
Lease Extension Period Maximum									10 Year

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Managment and Development Agreement [Abstract]
Property Management Fee agreement	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) $272,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, Vornado is entitled to a development fee of 6% of development costs, as defined.
Leasing Agreement [Abstract]
Leasing service fee payable, description	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.
Asset Sale Commission Threshold (in US dollars)	$ 50,000,000
Debt Instrument, Description of Variable Rate Basis	LIBOR
Commission payable to Vornado incurred in connection with the sale of real estate	0	7,510,000	0
Kings Plaza Regional Shopping Center [Member]
Summary of fees to Vornado
Property management and leasing fees to Vornado related to Kings Plaza (in US dollars)		2,021,000	3,182,000
Mr. Roth, David Mandelbaum, and Russell B. Wight, Jr.
Related Party Transaction [Line Items]
Ownership Interest in the Company	26.30%
IP & Partners Through Vornado
Related Party Transaction [Line Items]
Ownership Interest in the Company	2.10%
Vornado [member]
Related Party Transaction [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	32.40%
Managment and Development Agreement [Abstract]
Management Fee Agreement Value (in US dollars)	2,800,000
Leasing Agreement [Abstract]
Percentage Commissions On Sale Of Assets Under Fifty Million	3.00%
Percentage Commissions On Sale Of Assets Over Fifty Million	1.00%
Leasing services fee and commission on asset sale, annual installment, maximum. (in US dollars)	4,000,000
Basis spread over LIBOR	1.00%
Unpaid Balance Effective Interest	1.84%
Other Agreements [Abstract]
Other Supervisory Fees	6.00%
Summary of fees to Vornado
Fees to related party (in US dollars)	7,341,000	17,679,000	12,342,000
Vornado [member] | Lexington Avenue Property [Member] | Office And Retail Space [Member]
Managment and Development Agreement [Abstract]
Property Management Fee Agreement Price Per Square Foot	0.5
Vornado [member] | Lexington Avenue Property [Member] | Common Area [Member]
Managment and Development Agreement [Abstract]
Property Management Fee Agreement Value (in US dollars)	272,000
Property Management Fee Escalation Percentage Per Annum	300.00%
Vornado [member] | Rego Park 2 Property [Member]
Managment and Development Agreement [Abstract]
Property Management Fee Agreement Percentage Of Income	200.00%
Vornado [member] | Company Management Fees [Member]
Summary of fees to Vornado
Fees to related party (in US dollars)	2,800,000	2,983,000	3,000,000
Vornado [member] | Development fees [Member]
Managment and Development Agreement [Abstract]
Development fee as percentage of development costs	6.00%
Summary of fees to Vornado
Fees to related party (in US dollars)	0	438,000	750,000
Vornado [member] | Leasing Fees [Member]
Leasing Agreement [Abstract]
Lease Fee Percentage Of Rent One To Ten Years	3.00%
Lease Fee Percentage Of Rent Eleven To Twenty Years	2.00%
Lease Fee Percentage Of Rent Twenty First To Thirty Years	1.00%
Percentage Increase Lease Fee If Broker Used	1.00%
Summary of fees to Vornado
Fees to related party (in US dollars)	1,126,000	2,217,000	4,472,000
Leasing fees owed to Vornado (in US dollars)	42,924,000
Vornado [member] | Property Management Fees [Member]
Summary of fees to Vornado
Fees to related party (in US dollars)	3,415,000	4,531,000	4,120,000
Leasing fees owed to Vornado (in US dollars)	$ 383,000

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Summary of Quarterly Results (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary of Quarterly Results [Abstract]
Revenues	$ 50,496	$ 49,886	$ 47,302	$ 48,775	$ 48,491	$ 48,642	$ 46,878	$ 47,301	$ 196,459	$ 191,312	$ 185,246
Net Income Attributable to Common Stockholders	15,790	13,824	13,139	14,162	617,157	18,856	18,892	19,482	56,915	674,387	79,423
Net Income Per Common Share - Basic (in dollars per share)	$ 3.09	$ 2.71	$ 2.57	$ 2.77	$ 120.82	$ 3.69	$ 3.70	$ 3.81
Net Income Per Common Share - Diluted (in dollars per share)	$ 3.09	$ 2.71	$ 2.57	$ 2.77	$ 120.82	$ 3.69	$ 3.70	$ 3.81
Net gain on sale of real estate					$ 599,628					$ 599,628

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 56,915	$ 674,993	$ 81,046
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including amortization of debt issuance costs	31,395	36,363	37,086
Straight-lining of rental income	(3,707)	(4,475)	(12,609)
Stock-based compensation expense	394	300	300
Reduction of income tax liability	(206)	0	(2,561)
Net gain on sale of real estate	0	(599,628)	0
Changes in operating assets and liabilities:
Tenant and other receivables, net	(972)	234	1,672
Other assets	(472)	4,318	(5,484)
Amounts due to Vornado	(3,138)	(2,405)	(2,445)
Accounts payable and accrued expenses	(6,284)	(107)	(4,547)
Other liabilities	(42)	114	56
Net cash provided by operating activities	73,883	109,707	92,514
CASH FLOWS FROM INVESTING ACTIVITIES
Construction in progress and real estate additions	(7,671)	(7,351)	(14,415)
Restricted cash	351	(1,626)	(3,202)
Proceeds from sale of real estate	0	714,054	0
Proceeds from maturing short-term investments	0	5,000	23,000
Purchases of short-term investments	0	0	(5,000)
Net cash (used in) provided by investing activities	(7,320)	710,077	383
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid, including a special dividend of $623,178 in 2012	(56,197)	(699,791)	(61,277)
Debt repayments	(15,957)	(265,016)	(508,479)
Debt issuance costs	(87)	(400)	(6,142)
Acquisition of the noncontrolling interest	0	(7,800)	0
Proceeds from borrowing	0	0	593,000
Distributions to the noncontrolling interest	0	0	(600)
Net cash (used in) provided by financing activities	(72,241)	(973,007)	16,502
Net (decrease) increase in cash and cash equivalents	(5,678)	(153,223)	109,399
Cash and cash equivalents at beginning of year	353,396	506,619	397,220
Cash and cash equivalents at end of year	347,718	353,396	506,619
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest	42,121	47,932	53,343
NON-CASH TRANSACTIONS
Liability for real estate additions included in accounts payable and accrued expenses	1,084	221	3,052
Marketable securities received in connection with the sale of real estate	0	30,000	0
Commission payable to Vornado incurred in connection with the sale of real estate	0	7,510	0
Write-off of fully amortized and/or depreciated assets	$ 0	$ 648	$ 6,799

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Stock- Based Compensation (Details) (USD $)	12 Months Ended			1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 31, 2013 Deferred Stock Units [Member]	Dec. 31, 2013 Deferred Stock Units [Member]
Stock-Based Compensation [Abstract]
Shares available for future grant under the plan	891,219
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Granted Per Director (in shares)				243
Expense recognized in connection with the issuance of Deferred Stock Units (in US dollars)	$ 394,000	$ 300,000	$ 300,000	$ 394,000
Expense per grant recognized in connection with the issuance of Deferred Stock Units (in US dollars)				$ 56,250
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding Number					3,521

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations [Table Text Block]

		Year Ended December 31,
(Amounts in thousands)			2013		2012		2011
Total revenues		$	-	$	61,836	$	69,006
Total operating expenses(1)			-		31,214		35,764
			-		30,622		33,242
Interest and other income, net			2,252		45		1,671
Interest and debt expense			-		(5,343)		(8,698)
Net gain on sale			-		599,628		-
Income from discontinued operations		$	2,252	$	624,952	$	26,215
___________________
(1)	Includes fees to Vornado of $1,368 and $1,598 for the years ended December 31, 2012 and 2011, respectively.

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Related party transaction (Tables)

12 Months Ended

Dec. 31, 2013

Related party transactions [Abstract]

Summary of Fees to Vornado [Table Text Block]

		Year Ended December 31,
(Amounts in thousands)		2013		2012		2011
Company management fees		$	2,800	$	2,983	$	3,000
Development fees			-		438		750
Leasing fees			1,126		2,217		4,472
Commission on sale of real estate			-		7,510		-
Property management fees and payments for cleaning, engineering
	and security services		3,415		4,531		4,120
		$	7,341	$	17,679	$	12,342

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Commitments and Contingencies (Details) (USD $)	12 Months Ended						12 Months Ended			1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Lexington Avenue Property [Member]	Dec. 31, 2013 Paramus Property [Member] Tenant Occupant [Member] Ikea [Member]	Dec. 31, 2001 Paramus Property [Member] Tenant Occupant [Member] Ikea [Member] acre	Dec. 31, 2021 Paramus Property [Member] Tenant Occupant [Member] Ikea [Member] Scenario Forecast [Member]	Dec. 31, 2013 Paramus Property [Member] Tenant Occupant [Member] Ikea [Member] Scenario Forecast [Member]	Dec. 31, 2002 Flushing Property [Member]	Nov. 30, 2011 Flushing Property [Member] New World Mall Llc [Member]	Dec. 31, 2013 General Liability [Member]	Dec. 31, 2013 All Risk Property And Rental Value [Member]	Dec. 31, 2013 Terrorism Coverage Including Nbcr [Member] Self Insured [Member]	Dec. 31, 2013 Reinsurance For Terrorism Coverage Excluding Nbcr [Member] Third Party Carriers [Member]	Dec. 31, 2013 NBCR [Member]
Insurance [Abstract]
Mortgage loans, recourse				$ 75,000,000
Mortgages payable	1,049,959,000	1,065,916,000		320,000,000	68,000,000
Insurance Maximum Coverage Per Incident											300,000,000	1,700,000,000	1,700,000,000	1,700,000,000
Deductible															275,000
Self Insured Responsibility (in percentage)															15.00%
Federal Government Responsibility (in percentage)															85.00%
Flushing Property [Abstract]
Non-refundable purchase deposit									1,875,000
Loss Contingency, Damages Sought, Value										50,000,000
Paramus Property [Abstract]
Area Of Land (in acre)						30.3
Property purchase option exercisable be leasee with purchase option in 2021								75,000,000
Mortgages payable	1,049,959,000	1,065,916,000		320,000,000	68,000,000
Fixed interest rate on the debt (in percentage)					2.90%
Triple-net rent, annual amount								700,000
Purchase option exercised, proceeds from sale of land								7,000,000
Purchase option excercised, gain on sale of land	0	599,628,000	0				60,000,000
Purchase option not excercised amount included in triple net rent over remainder of lease							68,000,000
Loan Amortization Period							20 years
Letters Of Credit [Abstract]
Standby letters of credit, issued and outstanding	$ 3,308,000

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Mortgages Payable (Tables)

12 Months Ended

Dec. 31, 2013

Mortgages Payable [Abstract]

Summary of Notes and Mortgages Payable [Table Text Block]

			Interest Rate at		Balance at December 31,
(Amounts in thousands)		Maturity	December 31, 2013		2013		2012
First mortgages secured by:
	731 Lexington Avenue, office space(1)	Feb. 2014	5.33	%	$	314,217	$	327,425
	Rego Park I shopping center (100% cash
	collateralized)	Mar. 2015	0.40	%		78,246		78,246
	731 Lexington Avenue, retail space(2)	Jul. 2015	4.93	%		320,000		320,000
	Paramus	Oct. 2018	2.90	%		68,000		68,000
	Rego Park II shopping center(3)	Nov. 2018	2.02	%		269,496		272,245
					$	1,049,959	$	1,065,916
___________________
(1)	We are in the process of finalizing a $300,000 refinancing of this loan.
(2)	In the event of a substantial casualty, as defined, up to $75,000 of this loan may become recourse to us.
(3)	This loan bears interest at LIBOR plus 1.85%.

Schedule of Maturities of Long-term Debt [Table Text Block]

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	317,179
2015		401,439
2016		3,440
2017		3,707
2018		324,194
Thereafter		-

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Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

		As of December 31, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,522	$	31,522	$	-	$	-
		As of December 31, 2012
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,206	$	31,206	$	-	$	-

Fair Value, by Balance Sheet Grouping [Table Text Block]

			As of December 31, 2013				As of December 31, 2012
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
Assets:
	Cash equivalents	$	184,796	$	184,796	$	289,054	$	289,054
Liabilities:
	Mortgages payable	$	1,049,959	$	1,072,000	$	1,065,916	$	1,097,000
	Leasing commissions (included in Amounts due to Vornado)		42,924		43,000		45,803		46,000
		$	1,092,883	$	1,115,000	$	1,111,719	$	1,143,000

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Consolidated Statement of Changes in Equity (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Statement of Stockholders' Equity [Abstract]
Special long-term capital gain dividend	$ 623,178

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Leases (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Schedule Of Future Minimum Payments Receivable For Operating Leases [Table Text Block]

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	126,803
2015		127,885
2016		119,594
2017		120,932
2018		120,971
Thereafter		1,022,573

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	700
2015		700
2016		700
2017		792
2018		800
Thereafter		6,466

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Mortgages Payable (Details) (USD $)							12 Months Ended					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Rego Park 1 Shopping [Member] Mortgages [Member] Secured [Member]	Dec. 31, 2012 Rego Park 1 Shopping [Member] Mortgages [Member] Secured [Member]	Dec. 31, 2013 Rego Park 2 Property [Member] Mortgages [Member] Secured [Member]	Dec. 31, 2012 Rego Park 2 Property [Member] Mortgages [Member] Secured [Member]	Dec. 31, 2013 Lexington Avenue Property [Member]	Dec. 31, 2013 Lexington Avenue Property [Member] Mortgages [Member] Secured [Member] Office Space [Member]	Dec. 31, 2012 Lexington Avenue Property [Member] Mortgages [Member] Secured [Member] Office Space [Member]	Dec. 31, 2013 Lexington Avenue Property [Member] Mortgages [Member] Secured [Member] Retail Space [Member]	Dec. 31, 2012 Lexington Avenue Property [Member] Mortgages [Member] Secured [Member] Retail Space [Member]	Dec. 31, 2013 Lexington Avenue Property [Member] Mortgages [Member] Secured [Member] Retail Space [Member] Maximum [Member]	Dec. 31, 2013 Paramus Property [Member] Mortgages [Member] Secured [Member]	Dec. 31, 2012 Paramus Property [Member] Mortgages [Member] Secured [Member]
Mortgage Loans on Real Estate [Line Items]
Debt Instrument Maturity Date String			2015-03		2018-11			2014-02		2015-07			2018-10
Interest rate (in percentage)			0.40%		2.02%			5.33%		4.93%			2.90%
Balance	$ 1,049,959,000	$ 1,065,916,000	$ 78,246,000	$ 78,246,000	$ 269,496,000	$ 272,245,000	$ 320,000,000	$ 314,217,000	$ 327,425,000	$ 320,000,000	$ 320,000,000		$ 68,000,000	$ 68,000,000
Basis spread over LIBOR (in percentage)					1.85%
Mortgage Loan Converted To Recourse							75,000,000					75,000,000
Refinancing Of Mortgage Loan Payable Under Negotiation							300,000,000
Net carrying value of real estate collaterizing the debt	728,007,000
Repayments of Long-term Debt [Abstract]
2014	317,179,000
2015	401,439,000
2016	3,440,000
2017	3,707,000
2018	324,194,000
Thereafter	$ 0

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Real estate, at cost:
Land	$ 44,971	$ 44,971
Buildings and leasehold improvements	869,681	864,609
Development and construction in progress	4,924	2,212
Total	919,576	911,792
Accumulated depreciation and amortization	(185,375)	(160,826)
Real estate, net	734,201	750,966
Cash and cash equivalents	347,718	353,396
Restricted cash	90,044	90,395
Marketable securities	31,522	31,206
Tenant and other receivables, net of allowance for doubtful accounts of $1,993 and $2,219, respectively	2,925	1,953
Receivable arising from the straight-lining of rents	177,401	173,694
Deferred lease and other property costs, net, including unamortized leasing fees to Vornado of $36,728 and $39,910, respectively	50,273	54,461
Deferred debt issuance costs, net of accumulated amortization of $19,187 and $16,834, respectively	3,246	5,522
Other assets	20,394	20,217
Total assets	1,457,724	1,481,810
Liabilities and Equity
Mortgages payable	1,049,959	1,065,916
Amounts due to Vornado	43,307	46,445
Accounts payable and accrued expenses	27,450	33,621
Other liabilities	3,427	3,675
Total liabilities	1,124,143	1,149,657
Commitments and contingencies
Preferred stock: $1.00 par value per share; authorized, 3,000,000 shares; issued and outstanding, none	0	0
Common stock: $1.00 par value per share; authorized, 10,000,000 shares; issued, 5,173,450 shares; outstanding, 5,106,196 shares and 5,105,936 shares, respectively	5,173	5,173
Additional capital	29,745	29,352
Retained earnings	297,515	296,797
Accumulated other comprehensive income	1,522	1,206
Equity before treasury stock	333,955	332,528
Treasury stock: 67,254 shares and 67,514 shares, respectively, at cost	(374)	(375)
Total equity	333,581	332,153
Total liabilities and equity	$ 1,457,724	$ 1,481,810

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Multiemployer Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Multiemployer Plans [Line Items]
Multiemployer Plans Period Contributions Significance Of Contributions	false
Multiemployer Pension Plans [Member]
Multiemployer Plans [Line Items]
Multiemployer Plan, Period Contributions	$ 138	$ 196	$ 215
Multiemployer plan period contributions from discontinuing operations		61	75
Multiemployer Health Plans [Member]
Multiemployer Plans [Line Items]
Multiemployer Plan, Period Contributions	499	734	731
Multiemployer plan period contributions from discontinuing operations		$ 250	$ 251

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 56,915	$ 674,993	$ 81,046
Other comprehensive income:
Change in unrealized net gain on available-for-sale securities	316	1,206	0
Comprehensive income	57,231	676,199	81,046
Less comprehensive income attributable to the noncontrolling interest	0	(606)	(1,623)
Comprehensive income attributable to Alexander's	$ 57,231	$ 675,593	$ 79,423

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Organization (Details) (USD $)	12 Months Ended									12 Months Ended							12 Months Ended					12 Months Ended
	Dec. 31, 2013 Segment property	Dec. 31, 2012	Dec. 31, 2013 731 Lexington Avenue [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Office Space [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Office Space [Member] Tenant Occupant [Member] Bloomberg [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Retail Space [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Retail Space [Member] Tenant Occupant [Member] Container Store [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Retail Space [Member] Tenant Occupant [Member] Hennes Mauritz [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Retail Space [Member] Tenant Occupant [Member] Home Depot [Member] Operating Property [Member] sqft	Dec. 31, 2013 731 Lexington Avenue [Member] Residential Space [Member] Operating Property [Member] condounits sqft	Dec. 31, 2013 Rego Park I [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park I [Member] Tenant Occupant [Member] Burlington Coat Factory [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park I [Member] Tenant Occupant [Member] Marshalls [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park I [Member] Tenant Occupant [Member] Bed Bath Beyond [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park I [Member] Tenant Occupant [Member] Sears [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Tenant Occupant [Member] Toys R Us [Member] Operating Property [Member]	Dec. 31, 2013 Rego Park II [Member] Tenant Occupant [Member] Toys R Us [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Tenant Occupant [Member] Kohls [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Tenant Occupant [Member] Century 21 [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Tenant Occupant [Member] Costco [Member] Anchor [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park II [Member] Apartment Tower [Member] Property Under Development [Member] aptunits sqft	Dec. 31, 2013 Rego Park II [Member] Apartment Tower [Member] Properties to be developed [Member]	Dec. 31, 2013 Rego Park II [Member] Apartment Tower [Member] Maximum [Member] Property Under Development [Member]	Dec. 31, 2001 Paramus [Member] Tenant Occupant [Member] Ikea [Member] acre	Dec. 31, 2013 Paramus [Member] Tenant Occupant [Member] Ikea [Member] Operating Property [Member] acre	Dec. 31, 2013 Flushing [Member] Tenant Occupant [Member] New World Mall Llc [Member] Operating Property [Member] sqft	Dec. 31, 2013 Rego Park III [Member] Property To Be Developed [Member] acre
Operating Properties [Abstract]
Number of properties in greater New York City metropolitan area (in property)	6
Number Of Residential Units Sold (in condominium units)										105
Area of property (in square feet)			1,307,000	885,000	885,000	174,000	34,000	27,000	83,000	248,000	343,000	50,000	36,000	46,000	195,000	609,000		47,000	133,000	135,000	145,000	250,000					167,000
Area Of Land (in acre)																									30.3	30.3		3.2
Related Party Ownership In Tenant																	one-third
Approximate Number Of Apartment Units																						300
Estimated future funding																								$ 125,000,000
Estimated Date Of Completion																							2015
Development and construction in progress	$ 4,924,000	$ 2,212,000																				$ 2,265,000
Number Of Operating Segments	1

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

12.       EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted income per share, including a reconciliation of net income and the number of shares used in computing basic and diluted income per share. Basic income per share is determined using the weighted average shares of common stock (including DSUs) outstanding during the period. Diluted income per share is determined using the weighted average shares of common stock (including DSUs) 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 years ended December 31, 2013, 2012 and 2011.

			For the Years Ended December 31,
(Amounts in thousands, except share and per share amounts)			2013		2012		2011
	Income from continuing operations		$	54,663	$	50,041	$	54,831
	Income from discontinued operations, net of income attributable to
		the noncontrolling interest		2,252		624,346		24,592
	Net income attributable to common stockholders – basic and diluted		$	56,915	$	674,387	$	79,423
	Weighted average shares outstanding – basic and diluted			5,109,055		5,107,610		5,106,568
	Income from continuing operations		$	10.70	$	9.80	$	10.74
	Income from discontinued operations, net			0.44		122.24		4.81
	Net income per common share – basic and diluted		$	11.14	$	132.04	$	15.55

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Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash and Cash Equivalents [Abstract]
Cash And Cash Equivalent Maturity Maximum									3 months
Allowance For Doubtful Accounts [Abstract]
Allowance for Doubtful Accounts Receivable	$ 1,993				$ 2,219				$ 1,993	$ 2,219
Tax Treatment Of Dividend [Line Items]
Real Estate Investment Trust Distributable Income Policy (in percentage)									90.00%
Internal Taxable Income Distribution Policy (in percentage)									100.00%
Differences Between Book and Tax Basis	189,757								189,757
Reconciliation of Net Income to Estimated Taxable Income [Abstract]
Net income attributable to Alexander's	15,790	13,824	13,139	14,162	617,157	18,856	18,892	19,482	56,915	674,387	79,423
Straight-line rent adjustments									(3,707)	(4,475)	(12,609)
Depreciation and amortization timing differences									2,134	910	1,263
Interest expense									27	29	(2,425)
Reversal of liablity for income taxes									(206)	0	0
Additional tax gain on sale of the Kings Plaza Regional Shopping Center									0	23,928	0
Other									(2,213)	4,396	(3,429)
Estimated taxable income									$ 52,950	$ 699,175	$ 62,223
Ordinary Income [Member]
Tax Treatment Of Dividend [Line Items]
Payments Of Dividends Net Percent										10.90%
Long Term Capital Gain [Member]
Tax Treatment Of Dividend [Line Items]
Payments Of Dividends Net Percent										89.10%
Maximum [Member]
Real Estate Properties [Line Items]
Property plant and equipment estimated useful lives									40
Minimum [Member]
Real Estate Properties [Line Items]
Property plant and equipment estimated useful lives									3
Rego Park I [Member]
Real Estate Properties [Line Items]
Percentage of cash mortgage collateralized	100.00%								100.00%

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Schedule II: Valuation and Qualifying accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II: Valuation and Qualifying Accounts [Text Block]

ALEXANDER’S, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands)
	Column A		Column B		Column C		Column D		Column E
					Additions:		Deductions:
			Balance at		Charged		Uncollectible		Balance
			Beginning		Against		Accounts		at End
	Description		of Year		Operations		Written Off		of Year
	Allowance for doubtful accounts:
		Year Ended December 31, 2013	$	2,219	$	348	$	(574)	$	1,993
		Year Ended December 31, 2012	$	1,039	$	1,304	$	(124)	$	2,219
		Year Ended December 31, 2011	$	1,047	$	427	$	(435)	$	1,039

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Consolidated Statement of Changes in Equity (USD $) In Thousands, except Share data	Total	Common Stock	Additional Capital	Retained Earnings	Accumulated Other Comprehensive Income	Treasury Stock	Non-controlling Interest
Opening Balance, at Dec. 31, 2010	$ 343,776	$ 5,173	$ 31,501	$ 304,055	$ 0	$ (375)	$ 3,422
Shares Issued, Beginning Balance (in shares) at Dec. 31, 2010		5,173,000
Net income	81,046			79,423			1,623
Dividends paid	(61,277)			(61,277)
Distributions	(600)						(600)
Change in unrealized net gain on available-for-sale securities	0
Deferred stock unit grant	300		300
Closing Balance, at Dec. 31, 2011	363,245	5,173	31,801	322,201	0	(375)	4,445
Shares Issued, Ending Balance (in shares) at Dec. 31, 2011		5,173,000
Net income	674,993			674,387			606
Dividends paid	(699,791)			(699,791)
Acquisition of the noncontrolling interest	(7,800)		(2,749)				(5,051)
Change in unrealized net gain on available-for-sale securities	1,206				1,206
Deferred stock unit grant	300		300
Balance, at Dec. 31, 2012	332,153	5,173	29,352	296,797	1,206	(375)	0
Shares Issued, Ending Balance (in shares) at Dec. 31, 2012	5,173,450	5,173,000
Net income	56,915			56,915			0
Dividends paid	(56,197)			(56,197)
Change in unrealized net gain on available-for-sale securities	316				316
Deferred stock unit grant	394		394
Other			(1)			1
Balance, at Dec. 31, 2013	$ 333,581	$ 5,173	$ 29,745	$ 297,515	$ 1,522	$ (374)	$ 0
Shares Issued, Ending Balance (in shares) at Dec. 31, 2013	5,173,450	5,173,000

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets
Allowance for doubtful accounts (in US dollars)	$ 1,993	$ 2,219
Unamortized leasing fees to Vornado (in US dollars)	36,728	39,910
Deferred debt issuance costs, accumulated amortization (in US dollars)	$ 19,187	$ 16,834
Liabilities and Equity
Preferred stock: par value per share (in dollars per share)	$ 1.00	$ 1.00
Preferred stock: authorized shares	3,000,000	3,000,000
Preferred stock: issued shares	0	0
Preferred stock: outstanding shares	0	0
Common stock: par value per share (in dollars per share)	$ 1.00	$ 1.00
Common stock: authorized shares	10,000,000	10,000,000
Common stock: issued shares	5,173,450	5,173,450
Common stock: outstanding shares	5,106,196	5,105,936
Treasury stock: shares	67,254	67,514

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Fair value measurements

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements [Text Block]

7.       FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).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 at December 31, 2013 and 2012 consistssolely of marketable securities, which is presented in the table below, based on its level in the fair value hierarchy. There were no financial liabilities measured at fair value at December 31, 2013 and 2012.

		As of December 31, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,522	$	31,522	$	-	$	-
		As of December 31, 2012
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
	Marketable securities	$	31,206	$	31,206	$	-	$	-

Financial Assets and Liabilities not Measured at Fair Value

Financial assets andliabilities that are not measured at fair value on our consolidated balance sheetsinclude cash equivalents, mortgages payable and leasing commissions due to Vornado.Cash equivalentsare carried at cost, which approximates fair value due to their short-term maturities.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.The leasing commissions due to Vornado are carried at cost plus interest at variable rates, which approximate fair value. The fair value of cash equivalents is classified as Level 1 and the fair value of mortgages payable and leasing commissions due to Vornado is classified as Level 2.The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2013 and 2012.

			As of December 31, 2013				As of December 31, 2012
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
Assets:
	Cash equivalents	$	184,796	$	184,796	$	289,054	$	289,054
Liabilities:
	Mortgages payable	$	1,049,959	$	1,072,000	$	1,065,916	$	1,097,000
	Leasing commissions (included in Amounts due to Vornado)		42,924		43,000		45,803		46,000
		$	1,092,883	$	1,115,000	$	1,111,719	$	1,143,000

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Document and Entity Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Jan. 31, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	ALEXANDERS INC
Entity Central Index Key	0000003499
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		5,106,196
Entity Public Float			$ 619,995
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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Leases

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases [Text Block]

8.       LEASES

As Lessor

We lease space to tenants in an office building and in retail centers. The rental terms range from approximately 5 to 25 years. The leases provide for the payment of fixed base rents payable monthly in advance as well as reimbursements of real estate taxes, insurance and maintenance costs. Retail leases may also provide for the payment by the lessee of additional rents based on a percentage of their sales.

Future base rental revenue under these non-cancelable operating leases is as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	126,803
2015		127,885
2016		119,594
2017		120,932
2018		120,971
Thereafter		1,022,573

These future minimum amounts do not include additional rents based on a percentage of tenants' sales. For the years ended December 31, 2013, 2012, and 2011, these rents were $416,000, $416,000, and $427,000, respectively.

Bloomberg accounted for $88,164,000, $86,468,000 and $84,526,000, or45%, 45% and 46% of our totalrevenues in the years ended December 31, 2013, 2012 and 2011, respectively. No other tenant accounted for more than 10% of our totalrevenues in any of the last three years. If we were to lose Bloomberg as a tenant, or if Bloomberg were to fail or become unable to perform its obligations under its lease, it would adversely affect our results of operations and financial condition. We receive and evaluate certain confidential financial information and metrics from Bloomberg on a semi-annual basis. In addition, we access and evaluate financial information regarding Bloomberg from private sources, as well as publicly available data.

As Lessee

We are a tenant undera long-term ground lease at our Flushing property, which expires in 2027 and has one 10-year extension option. Future lease payments under this operating lease, excluding the extension option, are as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	700
2015		700
2016		700
2017		792
2018		800
Thereafter		6,466

Rent expense was $746,000 in each of the years ended December 31, 2013, 2012 and 2011.

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Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
REVENUES
Property rentals	$ 135,908	$ 134,847	$ 133,682
Expense reimbursements	60,551	56,465	51,564
Total revenues	196,459	191,312	185,246
EXPENSES
Operating, including fees to Vornado of $4,196, $4,318, and $3,687, respectively	64,675	61,755	55,481
Depreciation and amortization	28,987	28,815	28,083
General and administrative, including management fees to Vornado of $2,380, $2,160 and $2,160, respectively	5,281	5,162	3,996
Total expenses	98,943	95,732	87,560
OPERATING INCOME	97,516	95,580	97,686
Interest and other income, net	1,527	177	1,001
Interest and debt expense	(44,540)	(45,652)	(43,898)
Income before income taxes	54,503	50,105	54,789
Income tax benefit (expense)	160	(64)	42
Income from continuing operations	54,663	50,041	54,831
Income from discontinued operations, including a $599,628 net gain on sale of real estate in 2012	2,252	624,952	26,215
Net income	56,915	674,993	81,046
Net income attributable to the noncontrolling interest	0	(606)	(1,623)
Net income attributable to Alexander's	$ 56,915	$ 674,387	$ 79,423
Income per common share- basic and diluted:
Income from continuing operations- (in dollars per share)	$ 10.70	$ 9.80	$ 10.74
Income from discontinued operations, net - (in dollars per share)	$ 0.44	$ 122.24	$ 4.81
Net income per common share (in dollars per share)	$ 11.14	$ 132.04	$ 15.55
Weighted average shares outstanding - (in shares)	5,109,055	5,107,610	5,106,568

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying consolidated financial statements include our accounts and those of our consolidated subsidiaries. All intercompany amounts have been eliminated. Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year balances have been reclassified in order to conform to current year presentation.

Recently Issued Accounting Literature–In February 2013, the Financial Accounting Standards Board issued Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”). ASU No. 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety. The adoption of this update as of January 1, 2013, did not have any impact on our consolidated financial statements.

Real Estate – Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred. Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. As real estate is undergoing development activities, all property operating expenses directly associated with and attributable to, the development and construction of a project, including interest expense, are capitalized to the cost of the real property to the extent that we believe such costs are recoverable through the value of the property. The capitalization period begins when development activities are underway and ends when the project is substantially complete. General and administrative costs are expensed as incurred. Depreciation is recognized on a straight-line basis over estimated useful lives, which range from 3 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.

Our properties and related intangible assets, including properties to be developed in the future and currently under development, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flows are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. For our development properties, estimates of future cash flows also include all future expenditures necessary to develop the asset, including interest payments that will be capitalized as part of the cost of the asset. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value. If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Cash and Cash Equivalents – Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value, due to their short-term maturities. The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, (iii) money market funds, which invest in United States Treasury Bills and(iv) certificates of deposit placed through an account registry service (“CDARS”). To date we have not experienced any losses on our invested cash.

Restricted Cash –Restricted cash primarily consists of cash held in a non-interest bearing escrow account in connection with our Rego Park I 100% cash collateralized mortgage, as well as security deposits and other cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

Marketable Securities – Our marketable securities consist of common shares of The Macerich Company (NYSE: MAC) (“Macerich”), which are classified as available-for-sale. Available-for-sale securities are presented at fair value on our consolidated balance sheets. Unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income” and are recognized in earnings only upon the sale of the securities. We evaluate our marketable securities for impairment at the end of each reporting period. If investments have unrealized losses, we evaluate the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold our investment for a reasonable period of time sufficient for us to recover our cost basis, as well as the near-term prospects for the investment in relation to the severity and duration of the decline.

Allowance for Doubtful Accounts– We periodically evaluate the collectibility of amounts due from tenants, including the receivable arising from the straight-lining of rents, and maintain an allowance for doubtful accounts ($1,993,000and $2,219,000 as of December 31, 2013 and 2012, respectively) for the estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.

Deferred Charges – Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest and debt expense. Direct costs related to leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

Revenue Recognition – We have the following revenue sources and revenue recognition policies:

Base Rent– revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent steps and free rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. 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.

Percentage Rent– revenue arising from retail tenant leases that is contingent upon the sales of tenants exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

Expense Reimbursements– revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective properties. This revenue is accrued in the same periods as the expenses are incurred.

Parking Income– revenue arising from the rental of parking space at our properties. This income is recognized as cash is received.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes – We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust (“REIT”) under Sections 856 – 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain our qualification as a REIT under the Code, we must distribute at least 90% of our taxable income to stockholders each year. We distribute to our stockholders 100% of our taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2013 were categorized, for federal income tax purposes, as ordinary income. Dividends distributed for the year ended December 31, 2012 were characterized, for federal income tax purposes, as 10.9% ordinary income and 89.1% long-term capital gain.

The following table reconciles our net income to estimated taxable incomefor the years ended December 31, 2013, 2012 and 2011.

(Unaudited and in thousands)		Years Ended December 31,
		2013		2012		2011
Net income attributable to Alexander’s		$	56,915	$	674,387	$	79,423
Straight-line rent adjustments			(3,707)		(4,475)		(12,609)
Depreciation and amortization timing differences			2,134		910		1,263
Interest expense			27		29		(2,425)
Reversal of liability for income taxes			(206)		-		-
Additional tax gain on sale of the Kings Plaza
	Regional Shopping Center		-		23,928		-
Other			(2,213)		4,396		(3,429)
Estimated taxable income		$	52,950	$	699,175	$	62,223

At December 31, 2013, the net basis of our assets and liabilities for tax purposes are approximately $189,757,000 lower than the amount reported for financial statement purposes.

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Organization

12 Months Ended

Dec. 31, 2013

Organization [Abstract]

Organization [Text Block]

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 six properties in the greater New York City metropolitan area consisting of:

Operating properties

• 731 Lexington Avenue, a 1,307,000 square foot multi-use building, comprising the entire square block bounded by Lexington Avenue, East 59th Street, Third Avenue and East 58th Street in Manhattan. The building contains 885,000 and 174,000 of netrentable square feet of office and retail space, respectively, which we own, and 248,000 square feet of residential space consisting of 105 condominium units, which we sold. Bloomberg L.P. (“Bloomberg”) occupies all of the office space. The Home Depot (83,000 square feet), The Container Store (34,000 square feet) and Hennes & Mauritz (27,000 square feet) are the principal retail tenants;
• Rego Park I, a343,000 square foot shopping center,located on Queens Boulevard and 63rd Road in Queens. The center is anchored by a 195,000 square foot Sears department store, a 50,000 square foot Burlington Coat Factory, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls;
• Rego Park II, a609,000 square foot shopping center, adjacent to the Rego Park I shopping center in Queens. Thecenter is anchored by a 145,000 square foot Costco, a 135,000 square foot Century 21 and a 133,000 square foot Kohl's. In addition, 47,000 square feet is leased to Toys “R” Us/Babies “R” Us, a one-third owned affiliate of Vornado;
• Paramus, located at the intersection of Routes 4 and 17 in Paramus, New Jersey, consists of 30.3 acres of land that is leased to IKEA Property, Inc.; and
• Flushing, a 167,000 square foot building, located at Roosevelt Avenue and Main Street in Queens, that is sub-leased to New World Mall LLC for the remainder of our ground lease term.

  Propertyunder development

• Rego Park II Apartment Tower; We have commenced the construction of an apartment tower, which will contain approximately 300 units aggregating 250,000 square feet, above our Rego Park II shopping center. Construction is expected to be completed in 2015 and cost approximately$125,000,000, of which $2,265,000has been incurred as of December 31, 2013. There can be no assurance that the project will be completed, or completed on schedule or within budget.

Property to be developed

• Rego Park III, a 3.2 acre land parcel adjacent to the Rego Park II shopping center in Queens, at the intersection of Junction Boulevard and the Horace Harding Service Road.

We have determined that our properties have similar economic characteristics and meet the criteria that permit the properties to be aggregated into one reportable segment (the leasing, management, development and redeveloping of properties in the greater New York City metropolitan area). Our chief operating decision-maker assesses and measures segment operating results based on a performance measure referred to as net operating income at the individual operating segment. Net operating income for each property represents net rental revenues less operating expenses.

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Summary of Quarterly Results (Unaudited)

12 Months Ended

Dec. 31, 2013

Summary of Quarterly Results [Abstract]

Summary of Quarterly Results (Unaudited) [Text Block]

13.       SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

					Net Income
					Attributable to			Net Income Per
					Common			Common Share(1)
	(Amounts in thousands, except per share amounts)		Revenues		Stockholders			Basic		Diluted
	2013
		December 31	$	50,496	$	15,790		$	3.09	$	3.09
		September 30		49,886		13,824			2.71		2.71
		June 30		47,302		13,139			2.57		2.57
		March 31		48,775		14,162			2.77		2.77
	2012
		December 31	$	48,491	$	617,157	(2)	$	120.82	$	120.82
		September 30		48,642		18,856			3.69		3.69
		June 30		46,878		18,892			3.70		3.70
		March 31		47,301		19,482			3.81		3.81
_______________________
(1)	The total for the year may differ from the sum of the quarters as a result of weighting.
(2)	Includes a $599,628 net gain on sale of real estate.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation [Abstract]

Stock-Based Compensation [Text Block]

9.       STOCK-BASED COMPENSATION

Our 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, and any other person or entity as designated by the Omnibus Stock Plan Committee of our Board of Directors. As of December 31, 2013, there were 3,521 DSUs outstandingand 891,219 shares were available for future grant. We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

In May 2013, the Company granted each of the members of its Board of Directors 243 DSUs with a grant date fair value of $56,250 per grant, or $394,000 in the aggregate. The DSUs entitle the holder 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.

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Marketable Securities

12 Months Ended

Dec. 31, 2013

Marketable Securities [Abstract]

Marketable Securities [Text Block]

5.MARKETABLE SECURITIES

As of December 31, 2013 and 2012, we owned 535,265 Macerich common shares, which were receivedin connection withthe sale of Kings Plazato Macerich. These shares have an economic cost of $56.05 per share, or $30,000,000 in the aggregate. As of December 31, 2013 and 2012, the fair value of these shares were $31,522,000 and $31,206,000, respectively, based on Macerich's closing share price of $58.89 per share and $58.30 per share, respectively. These shares are included in “marketable securities” on our consolidated balance sheets and are classified as available-for-sale. Available-for-sale securities are presented at fair value and unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income.”Other comprehensive income includes unrealized gainsof $316,000 and $1,206,000 for the years ended December 31, 2013 and 2012, respectively.

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related party transactions [Abstract]

Related Party Transactions [Text Block]

3.       RELATED PARTY TRANSACTIONS

Vornado

At December 31, 2013, 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.

Steven Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Managing General Partner of Interstate Properties (“Interstate”), a New Jersey general partnership, and the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. At December 31, 2013, Mr. Roth, Interstate and its other two general partners, David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the Company and trustees of Vornado) owned, in the aggregate, 26.3% of our outstanding common stock, in addition to the 2.1% they indirectly own through Vornado. Joseph Macnow, our Executive Vice Presidentand Chief Financial Officer, is the Executive Vice President – Financeand Chief Administrative Officer of Vornado.

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) $272,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.

In addition, Vornado is entitled to a development fee of 6% of development costs, as defined.

Leasing 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. The total of these amounts is payable in annual installments in an amount not to exceed $4,000,000, with interest on the unpaid balance at one-year LIBOR plus 1.0% (1.84% at December 31, 2013).

Other Agreements

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 propertyand (ii) security services at our Rego Park I and Rego Park II properties, for an annual fee of the cost for such services plus 6%.

3.       RELATED PARTY TRANSACTIONS – continued

The following is a summary of fees to Vornado under the agreements discussed above, and includes $2,021,000 and $3,182,000 of property management and leasing fees in the years ended December 31, 2012 and 2011, respectively, related to the Kings Plaza Regional Shopping Center (“Kings Plaza”), which was sold in November 2012 (see Note 4 – Discontinued Operations).

		Year Ended December 31,
(Amounts in thousands)		2013		2012		2011
Company management fees		$	2,800	$	2,983	$	3,000
Development fees			-		438		750
Leasing fees			1,126		2,217		4,472
Commission on sale of real estate			-		7,510		-
Property management fees and payments for cleaning, engineering
	and security services		3,415		4,531		4,120
		$	7,341	$	17,679	$	12,342

At December 31, 2013, we owed Vornado $42,924,000 forleasing feesand $383,000 for management, property management and cleaning fees.

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Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations [Text Block]

4.DISCONTINUED OPERATIONS

On November 28, 2012, we completed the sale of KingsPlaza located in Brooklyn, New York, to Macerich, for $751,000,000. Net proceeds from the sale, after repaying the existing loan and closing costs, were $479,000,000, of which $30,000,000 was in Macerich common shares. The financial statement gain was $601,976,000, of which $599,628,000 was recognized in the fourth quarter of 2012 and the remaining $2,348,000 was deferred and will be recognized upon the disposition of the Macerich common shares. Prior to the sale, in November 2012, we acquired the remaining 75% interest in our consolidated subsidiary, the Kings Plaza energyplant joint venture(which was sold with Kings Plaza), for $7,800,000 in cash.

On November 30, 2012, our Board of Directors declared a special long-term capital gain dividend of $122.00 per share, or $623,178,000 in the aggregate, to distribute the tax gain resulting from the sale of Kings Plaza.

In accordance with the provisions of ASC 360, Property, Plant and Equipment, we have reclassified the revenues and expenses of Kings Plaza to “income from discontinued operations” for all of the periods presented on our consolidated statements of income. The table below sets forth the income from discontinued operationsfor the years ended December 31, 2013, 2012 and 2011.

		Year Ended December 31,
(Amounts in thousands)			2013		2012		2011
Total revenues		$	-	$	61,836	$	69,006
Total operating expenses(1)			-		31,214		35,764
			-		30,622		33,242
Interest and other income, net			2,252		45		1,671
Interest and debt expense			-		(5,343)		(8,698)
Net gain on sale			-		599,628		-
Income from discontinued operations		$	2,252	$	624,952	$	26,215
___________________
(1)	Includes fees to Vornado of $1,368 and $1,598 for the years ended December 31, 2012 and 2011, respectively.

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Mortgages Payable

12 Months Ended

Dec. 31, 2013

Mortgages Payable [Abstract]

Mortgages Payable [Text Block]

6.MORTGAGES PAYABLE

The following is a summary of outstanding mortgages payable.

			Interest Rate at		Balance at December 31,
(Amounts in thousands)		Maturity	December 31, 2013		2013		2012
First mortgages secured by:
	731 Lexington Avenue, office space(1)	Feb. 2014	5.33	%	$	314,217	$	327,425
	Rego Park I shopping center (100% cash
	collateralized)	Mar. 2015	0.40	%		78,246		78,246
	731 Lexington Avenue, retail space(2)	Jul. 2015	4.93	%		320,000		320,000
	Paramus	Oct. 2018	2.90	%		68,000		68,000
	Rego Park II shopping center(3)	Nov. 2018	2.02	%		269,496		272,245
					$	1,049,959	$	1,065,916
___________________
(1)	We are in the process of finalizing a $300,000 refinancing of this loan.
(2)	In the event of a substantial casualty, as defined, up to $75,000 of this loan may become recourse to us.
(3)	This loan bears interest at LIBOR plus 1.85%.

All of our debt is secured by mortgages and/or pledges of the stock of the subsidiaries holding the properties. The net carrying value of real estate collateralizing the debt amounted to $728,007,000 at December 31, 2013. Our existing financing documents contain covenants that limit our ability to incur additional indebtedness on these properties, and in certain circumstances, provide for lender approval of tenants' leases and yield maintenance to prepay them. As of December 31, 2013, the principal repayments for the next five years and thereafter are as follows:

(Amounts in thousands)
Year Ending December 31,	Amount
2014	$	317,179
2015		401,439
2016		3,440
2017		3,707
2018		324,194
Thereafter		-

We may refinance our maturing debt as it comes due or choose to repay it at maturity.

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Summary of Quarterly results (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Quarterly Results [Abstract]

Summary of Quarterly Results (Unaudited) [Table Text Block]

					Net Income
					Attributable to			Net Income Per
					Common			Common Share(1)
	(Amounts in thousands, except per share amounts)		Revenues		Stockholders			Basic		Diluted
	2013
		December 31	$	50,496	$	15,790		$	3.09	$	3.09
		September 30		49,886		13,824			2.71		2.71
		June 30		47,302		13,139			2.57		2.57
		March 31		48,775		14,162			2.77		2.77
	2012
		December 31	$	48,491	$	617,157	(2)	$	120.82	$	120.82
		September 30		48,642		18,856			3.69		3.69
		June 30		46,878		18,892			3.70		3.70
		March 31		47,301		19,482			3.81		3.81
_______________________
(1)	The total for the year may differ from the sum of the quarters as a result of weighting.
(2)	Includes a $599,628 net gain on sale of real estate.

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Multiemployer Benefit Plans

12 Months Ended

Dec. 31, 2013

Multiemployer Plans [Abstract]

Multiemployer Benefit Plans [Text Block]

11.MULTIEMPLOYER BENEFIT PLANS

Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.

Multiemployer Pension Plans

Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our subsidiaries may be required to bear their prorata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, itmay be subject to a withdrawal liability. As of December 31, 2013, our subsidiaries' participation in these plans were not significant to our consolidated financial statements.

In the years ended December 31, 2013, 2012 and 2011 our subsidiaries contributed $138,000, $196,000 and $215,000, respectively, towards Multiemployer Pension Plans. Of these amounts, $61,000 and $75,000 in the years ended December 31, 2012 and 2011, respectively, represent contributions related todiscontinued operations,which are included as a component of “income from discontinued operations” on our consolidated statements of income. Our subsidiaries' contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2013, 2012 and 2011.

Multiemployer Health Plans

Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2013, 2012 and 2011 our subsidiaries contributed $499,000, $734,000 and $731,000, respectively, towards these plans. Of these amounts, $250,000 and $251,000in the years ended December 31, 2012 and 2011, respectively, represent contributions related todiscontinued operations, which are included as a component of “income from discontinued operations” on our consolidated statements of income.

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Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Basis of Accounting [Policy Text Block]

Basis of Presentation – The accompanying consolidated financial statements include our accounts and those of our consolidated subsidiaries. All intercompany amounts have been eliminated. Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year balances have been reclassified in order to conform to current year presentation.

Recently Issued Accounting Literature [Policy Text Block]

Recently Issued Accounting Literature–In February 2013, the Financial Accounting Standards Board issued Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”). ASU No. 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety. The adoption of this update as of January 1, 2013, did not have any impact on our consolidated financial statements.

Real Estate [Policy Text Block]

Real Estate – Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred. Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. As real estate is undergoing development activities, all property operating expenses directly associated with and attributable to, the development and construction of a project, including interest expense, are capitalized to the cost of the real property to the extent that we believe such costs are recoverable through the value of the property. The capitalization period begins when development activities are underway and ends when the project is substantially complete. General and administrative costs are expensed as incurred. Depreciation is recognized on a straight-line basis over estimated useful lives, which range from 3 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.

Our properties and related intangible assets, including properties to be developed in the future and currently under development, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flows are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. For our development properties, estimates of future cash flows also include all future expenditures necessary to develop the asset, including interest payments that will be capitalized as part of the cost of the asset. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value. If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

Cash and Cash Equivalents [Policy Text Block]

Cash and Cash Equivalents – Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value, due to their short-term maturities. The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, (iii) money market funds, which invest in United States Treasury Bills and(iv) certificates of deposit placed through an account registry service (“CDARS”). To date we have not experienced any losses on our invested cash.

Restricted Cash [Policy Text Block]

Restricted Cash –Restricted cash primarily consists of cash held in a non-interest bearing escrow account in connection with our Rego Park I 100% cash collateralized mortgage, as well as security deposits and other cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

Marketable Security [Policy Text Block]

Marketable Securities – Our marketable securities consist of common shares of The Macerich Company (NYSE: MAC) (“Macerich”), which are classified as available-for-sale. Available-for-sale securities are presented at fair value on our consolidated balance sheets. Unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income” and are recognized in earnings only upon the sale of the securities. We evaluate our marketable securities for impairment at the end of each reporting period. If investments have unrealized losses, we evaluate the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold our investment for a reasonable period of time sufficient for us to recover our cost basis, as well as the near-term prospects for the investment in relation to the severity and duration of the decline.

Allowance for Doubtful Accounts [Policy Text Block]

Allowance for Doubtful Accounts – We periodically evaluate the collectibility of amounts due from tenants, including the receivable arising from the straight-lining of rents, and maintain an allowance for doubtful accounts ($1,993,000 and $2,219,000 as of December 31, 2013 and 2012, respectively) for the estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.

Deferred Charges [Policy Text Block]

Deferred Charges – Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest and debt expense. Direct costs related to leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

Revenue Recognition [Policy Text Block]

Revenue Recognition – We have the following revenue sources and revenue recognition policies:

Base Rent– revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent steps and free rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. 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.

Percentage Rent– revenue arising from retail tenant leases that is contingent upon the sales of tenants exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

Expense Reimbursements– revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective properties. This revenue is accrued in the same periods as the expenses are incurred.

Parking Income– revenue arising from the rental of parking space at our properties. This income is recognized as cash is received.

Income Taxes [Policy Text Block]

Income Taxes – We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust (“REIT”) under Sections 856 – 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain our qualification as a REIT under the Code, we must distribute at least 90% of our taxable income to stockholders each year. We distribute to our stockholders 100% of our taxable income and therefore, no provision for Federal income taxes is required.

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Schedule III: Real estate and Accumulated depreciation (Details) (USD $) In Thousands, unless otherwise specified					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 Lexington Avenue Property [Member]	Dec. 31, 2013 Lexington Avenue Property [Member] Maximum [Member]	Dec. 31, 2013 Lexington Avenue Property [Member] Minimum [Member]	Dec. 31, 2013 Rego Park 1 Shopping [Member]	Dec. 31, 2013 Rego Park 1 Shopping [Member] Maximum [Member]	Dec. 31, 2013 Rego Park 1 Shopping [Member] Minimum [Member]	Dec. 31, 2013 Rego Park 2 Residential Property [Member]	Dec. 31, 2013 Rego Park 2 Retail Property [Member]	Dec. 31, 2013 Rego Park 2 Retail Property [Member] Maximum [Member]	Dec. 31, 2013 Rego Park 2 Retail Property [Member] Minimum [Member]	Dec. 31, 2013 Paramus Property [Member]	Dec. 31, 2013 Flushing Property [Member]	Dec. 31, 2013 Rego Park 3 Property [Member]	Dec. 31, 2013 Rego Park 3 Property [Member] Maximum [Member]	Dec. 31, 2013 Rego Park 3 Property [Member] Minimum [Member]	Dec. 31, 2013 Other Properties [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 1,049,959				$ 634,217			$ 78,246			$ 0	$ 269,496			$ 68,000	$ 0	$ 0			$ 0
Initial cost of Land	21,593				14,432			1,647			0	3,127			1,441	0	779			167
Initial cost of Building, Leaseholds and Leasehold improvements	26,239				12,355			8,953			0	1,467			0	1,660	0			1,804
Costs capitalized subsequent to acquisition	871,744				426,552			48,177			2,265	384,105			10,313	(107)	2,243			(1,804)
Carrying amount of Land	44,971				27,497			1,647			0	3,127			11,754	0	779			167
Carring amount of Building, Leaseholds and Leasehold improvements	869,681				425,842			56,380			0	385,403			0	1,553	503			0
Construction in progress	4,924				0			750			2,265	169			0	0	1,740			0
Total carrying value of property	919,576				453,339			58,777			2,265	388,699			11,754	1,553	3,022			167
Accumulated depreciation and amortization	185,375	160,826	136,460	112,765	116,361			26,056			0	42,145			0	732	81			0
Date of construction					2003			1959				2009				1975
Date acquired					1992			1992			1992	1992			1992	1992	1992			1992
Property, Plant and Equipment, Useful Life						39 years	9 years		39 years	3 years			40 years	3 years				15 years	5 years
Differences Between Book and Tax Basis	$ 189,757

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Financial Assets And Liabilities Measured At Fair Value
Marketable securities	$ 31,522	$ 31,206
Liabilities measured at fair value	0	0
Carrying Reported Amount Fair Value Disclosure [Member]
Assets
Cash Equivalents	184,796	289,054
Liabilities
Mortgages Payable Fair Value Disclosure	1,049,959	1,065,916
Leasing commissions (included in amounts due to Vornado)	42,924	45,803
Total liabilities not measured at fair value	1,092,883	1,111,719
Estimate Of Fair Value Fair Value Disclosure [Member]
Assets
Cash Equivalents	184,796	289,054
Liabilities
Mortgages Payable Fair Value Disclosure	1,072,000	1,097,000
Leasing commissions (included in amounts due to Vornado)	43,000	46,000
Total liabilities not measured at fair value	1,115,000	1,143,000
Fair Value, Inputs, Level 1 [Member]
Financial Assets And Liabilities Measured At Fair Value
Marketable securities	31,522	31,206
Fair Value, Inputs, Level 2 [Member]
Financial Assets And Liabilities Measured At Fair Value
Marketable securities	0	0
Fair Value, Inputs, Level 3 [Member]
Financial Assets And Liabilities Measured At Fair Value
Marketable securities	$ 0	$ 0

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Consolidated Statements of Income (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Statements of Income
Fees to Vornado	$ 4,196	$ 4,318	$ 3,687
Management fees to Vornado	2,380	2,160	2,160
Net gain on sale of real estate		$ 599,628

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Consolidated Statements of Cash Flows (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Consolidated Statements of Cash Flows
Special long-term capital gain dividend	$ 623,178

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Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Reconciliation Of Net Income Attributable To Common Stockholders To Estimated Taxable Income [Table Text Block]

(Unaudited and in thousands)		Years Ended December 31,
		2013		2012		2011
Net income attributable to Alexander’s		$	56,915	$	674,387	$	79,423
Straight-line rent adjustments			(3,707)		(4,475)		(12,609)
Depreciation and amortization timing differences			2,134		910		1,263
Interest expense			27		29		(2,425)
Reversal of liability for income taxes			(206)		-		-
Additional tax gain on sale of the Kings Plaza
	Regional Shopping Center		-		23,928		-
Other			(2,213)		4,396		(3,429)
Estimated taxable income		$	52,950	$	699,175	$	62,223

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Discontinued Operations (Details) (USD $)	3 Months Ended	12 Months Ended			1 Months Ended	0 Months Ended		3 Months Ended	12 Months Ended			0 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2012 Kings Plaza Energy Joint Venture [Member]	Nov. 30, 2012 Kings Plaza Regional Shopping Center [Member]	Nov. 28, 2012 Kings Plaza Regional Shopping Center [Member]	Dec. 31, 2012 Kings Plaza Regional Shopping Center [Member]	Dec. 31, 2013 Kings Plaza Regional Shopping Center [Member]	Dec. 31, 2012 Kings Plaza Regional Shopping Center [Member]	Dec. 31, 2011 Kings Plaza Regional Shopping Center [Member]	Nov. 28, 2012 Kings Plaza Regional Shopping Center [Member] Macerich [Member]
Description of Transaction
Real Estate Property Sold Gross												$ 751,000,000
Proceeds from sale of real estate												479,000,000
Common Stock From Sale of Real Estate		0	30,000,000	0								30,000,000
Financial Statement Gain							601,976,000
Disposal Group, Deferred Gain on Disposal							2,348,000
Remaining Equity Interest Percentage Acquired					75.00%
Acquisition of the noncontrolling interest		0	7,800,000	0	7,800,000
Special long-term capital gain dividend (in dollars per share) per share						$ 122.00
Special long-term capital gain dividend			623,178,000			623,178,000
Disposal Group Income And Expenses
Total revenues									0	61,836,000	69,006,000
Total expenses									0	31,214,000	35,764,000
Operating income from discontinued operations									0	30,622,000	33,242,000
Interest and other income, net		1,527,000	177,000	1,001,000					2,252,000	45,000	1,671,000
Interest and debt expense		(44,540,000)	(45,652,000)	(43,898,000)					0	(5,343,000)	(8,698,000)
Net gain on sale of real estate	599,628,000		599,628,000					599,628,000	0	599,628,000	0
Income from discontinued operations		2,252,000	624,952,000	26,215,000					2,252,000	624,952,000	26,215,000
Fees to Vornado		$ 4,196,000	$ 4,318,000	$ 3,687,000						$ 1,368,000	$ 1,598,000

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies [Text Block]

10.       COMMITMENTS AND CONTINGENCIES

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence 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 Program Reauthorization Act, which expires in December 2014.  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 with no exposure to FNSIC.  For NBCR acts, FNSIC is responsible for a $275,000 deductible and 15% of the balance of a covered loss, and the Federal government is responsible for the remaining 85% 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. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our mortgage loans are non-recourse to us, except for $75,000,000 of the $320,000,000 mortgage on our 731 Lexington Avenue property, in the event of a substantial casualty, as defined. Our mortgage 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. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties.

Flushing Property

In 2002, Flushing Expo, Inc. (“Expo”) agreed to purchase the stock of the entity which owns the Flushing property from us (“Purchase of the Property”) and gave us a non-refundable deposit of $1,875,000. Pursuant to a stipulation of settlement, we settled the action Expo brought against us regarding the Purchase of the Property and in June 2011, deposited the settlement amount with the Court, in exchange for which we received a stipulation of discontinuance, with prejudice, as well as general releases. In November 2011, Expo filed another action, this time against our tenant at the Flushing property asserting, among other things, that such tenant interfered with Expo's Purchase of the Property from us and sought $50,000,000 in damages from our tenant, who sought indemnification from us for such amount. In August 2012, the Court entered judgment denying Expo's claim for damages. Expo filed a motion to re-argue the decision, which the Court denied on December 7, 2012. Expo has appealed the Court's August 2012 decision. We believe, after consultation with counsel, that the amount or range of reasonably possible losses, if any, cannot be estimated.

10.       COMMITMENTS AND CONTINGENCIES – continued

Paramus

In 2001, we leased 30.3 acres of land located in Paramus, New Jersey to IKEA Property, Inc. The lease has a purchase option in 2021 for $75,000,000. The property is encumbered by a $68,000,000 interest-only mortgage loan with a fixed rate of 2.90%, which matures in October 2018. The annual triple-net rent is the sum of $700,000 plus the amount of debt service 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.

Letters of Credit

Approximately $3,308,000 of standby letters of credit were issued and outstanding as of December 31, 2013.

Other

There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.