What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-16 compared with 2020-02-18 · 81 added, 103 removed, 255 unchanged (42% of the section changed)

14 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Alexander’s, Inc.

Paramus, New Jersey

To the Stockholders and the Board of Directors of Alexander’s, Inc.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 18, 2020, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 16, 2021, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

10 unchanged sentences

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

New York, New York

February 16, 2021

8 unchanged sentences

PRINCIPAL OCCUPATION, POSITION AND OFFICE

(Current and during past five years with the Company unless otherwise stated)

Chairman of the Board since May 2004 and Chief Executive Officer since March 1995;

Name Age (Current and during past five years with the Company unless otherwise stated)

Steven Roth 79 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;

2 unchanged sentences

and Managing General Partner of Interstate Properties.

Matthew Iocco

Chief Financial Officer since April 2017;

Matthew Iocco 50 Chief Financial Officer since April 2017;

Executive Vice President - Chief Accounting Officer of Vornado Realty Trust since May 2015;

13 unchanged sentences

The following table provides information as of December 31, 2020, regarding our equity compensation.

Plan Category

Plan Category (a)

Number of securities

1 unchanged sentence

outstanding options,

warrants and rights

Weighted-average

warrants and rights Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

warrants and rights Number of securities

remaining available for

4 unchanged sentences

Equity compensation plans approved by security holders 14,916 $ — 490,871

Equity compensation plans not approved by security holders

Equity compensation plans not approved by security holders N/A N/A N/A

Total 14,916 $ — 490,871

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

20 unchanged sentences

(Amounts in thousands)

Gross Amount at Which

Life on which Depreciation in Latest Income Statement is Computed

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I

Gross Amount at Which Life on which Depreciation in Latest Income Statement is Computed

Initial Cost to Company (1)

to Acquisition

Carried at Close of Period

to Acquisition Carried at Close of Period Accumulated

and Leasehold

Improvements Buildings

and Leasehold

Encumbrances (2)

The Alexander apartment tower

Rego Park III

Lexington Avenue

Other Properties

Improvements Development

Construction Date

Description Encumbrances (2)

Land Land Total (3)

Rego Park I $ — $ 1,647 $ 8,953 $ 84,261 $ 1,647 $ 86,721 $ 6,493 $ 94,861 $ 38,451 1959 1992 3 - 39 years

Rego Park II 202,544 (4) 3,127 1,467 389,150 3,127 390,114 503 393,744 113,318 2009 1992 3 - 40 years

The Alexander apartment tower 94,000 — — 119,112 — 119,112 — 119,112 21,028 2016 1992 3 - 39 years

Rego Park III — 779 — 5,292 779 527 4,765 6,071 325 N/A 1992 5 - 15 years

Flushing — — 1,660 ( 107 ) — 1,553 — 1,553 1,146 1975 (5)

Lexington Avenue 800,000 14,432 12,355 416,994 27,497 416,284 — 443,781 175,854 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 $ 1,164,544 $ 21,593 $ 26,239 $ 1,023,211 $ 44,971 $ 1,014,311 $ 11,761 $ 1,071,043 $ 350,122

(1) Initial cost is as of May 15, 1992 (the date on which the Company commenced its real estate operations).

7 unchanged sentences

(Amounts in thousands)

2020 2019 2018

Balance at beginning of period $ 1,041,342 $ 1,027,691 $ 1,037,368

2 unchanged sentences

Development and construction in progress ( 557 ) 8,072 695

1,071,919 1,041,342 1,041,281

Fully depreciated assets ( 876 ) — ( 13,590 )

3 unchanged sentences

Additions charged to operating expenses 26,499 27,078 27,967

350,998 324,499 311,011

Fully depreciated assets ( 876 ) — ( 13,590 )

31 unchanged sentences

*** Filed herewith.

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

- First Amendment of Lease, dated as of April 19, 2002, between Seven Thirty One Limited Partnership, landlord and Bloomberg L.P., tenant.

11 unchanged sentences

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 *

Loan Agreement dated as of March 10, 2009 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, 2009, filed on May 4, 2009

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 Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009

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 Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009

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 Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009

- 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 Form 10-Q for the quarter ended March 31, 2009, filed on May 4, 2009 *

__________________

Incorporated by reference.

- 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.

2 unchanged sentences

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 *

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

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

- 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 *

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.

Incorporated herein by reference from Exhibit 10.53 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 26, 2013

- 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.

Incorporated herein by reference from Exhibit 10.54 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 26, 2013 *

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 for the quarter ended March 31, 2013, filed on May 6, 2013

Second Mortgage Modification Agreement, dated March 8, 2013, 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 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 6, 2013

__________________

* Incorporated by reference.

- Loan Agreement, date as of February 28, 2014, by and between 731 Office One LLC, as Borrower, and German American Capital Corporation, as Lender.

4 unchanged sentences

Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 5, 2014 *

__________________

Incorporated by reference.

- Assignment of Leases and Rents dated as of February 28, 2014, by and between 731 Office One LLC, as Assignor, and German American Capital Corporation, as Assignee.

17 unchanged sentences

Incorporated herein by reference from Exhibit 10.57 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 17, 2015 *

__________________

* Incorporated by reference.

- First Amendment to Rego II Real Estate Sub-Retention Agreement, dated December 22, 2014 by and between Alexander’s, Inc.

3 unchanged sentences

Incorporated herein by reference from Exhibit 10.59 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 17, 2015 *

Third Omnibus Loan Modification and Extension Agreement, dated March 10, 2015, 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 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 4, 2015

Third Mortgage Modification Agreement, dated March 10, 2015, by and between Alexander’s Rego Shopping Center, Inc., as Mortgagor and U.

Bank National Association, as Mortgagee.

Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 4, 2015

__________________

Incorporated by reference.

- Loan Agreement, dated as of August 5, 2015, by and between 731 Retail One LLC and 731 Commercial LLC, as Borrower, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Landesbank Baden-Württemberg, New York Branch, as Lenders.

2 unchanged sentences

Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 2, 2016 *

Fourth Omnibus Loan Modification and Extension Agreement, dated and made effective as of March 8, 2016, by and between Alexander’s Rego Shopping Center and U.S.

Bank National Association.

Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 2, 2016

Fourth Mortgage Modification Agreement, dated and made effective as of March 8, 2016, by and between Alexander’s Rego Shopping Center and U.S.

Bank National Association.

Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 2, 2016

** - Form of Alexander’s Inc.

4 unchanged sentences

Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 31, 2017

Fifth Omnibus Loan Modification and Extension Agreement, dated and made effective as of March 12, 2018, 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 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 30, 2018

Sixth Omnibus Loan Modification and Extension Agreement, dated and made effective as of April 12, 2018, 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 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 30, 2018

- Amended and Restated Loan and Security Agreement, dated and made effective as of December 12, 2018, by and between Rego II Borrower LLC, as Borrower, and Bank of China, New York Branch, as Lender.

4 unchanged sentences

Incorporated herein by reference from Exhibit 10.57 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 *

- Amended and Restated Guaranty of Recourse Carveouts, dated December 12, 2018, by Alexander’s, Inc., as Guarantor, to and for the benefit of Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.58 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 *

- Amended and Restated Environmental Indemnity Agreement, dated December 12, 2018, among Rego II Borrower LLC and Alexander’s, Inc., individually or collectively as Indemnitor, in favor of Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.59 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019 *

__________________

4 unchanged sentences

The location of the redacted confidential information is indicated in the exhibit as “redacted.”

Amended and Restated Guaranty of Recourse Carveouts, dated December 12, 2018, by Alexander’s, Inc., as Guarantor, to and for the benefit of Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.58 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019

Amended and Restated Environmental Indemnity Agreement, dated December 12, 2018, among Rego II Borrower LLC and Alexander’s, Inc., individually or collectively as Indemnitor, in favor of Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.59 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 11, 2019

- Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement, dated December 12, 2018, between Bank of China, New York Branch, individually as Lender, Initial A-1 Holder and as the Agent for the Holders, and Alexander’s of Rego Park II Participating Lender LLC, individually as Initial A-2 Holder.

2 unchanged sentences

1 to Loan Agreement, dated October 10, 2019, by and among 731 Retail One LLC and 731 Commercial LLC, as Borrower, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Landesbank Baden-Württemberg, New York Branch, as Lenders.

Incorporated herein by reference from Exhibit 10.61 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 18, 2020 *

- First Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, by and between Rego II Borrower LLC, as Borrower and Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 *

- Amendment and Reaffirmation of Guaranty and Environmental Indemnity Agreement, dated February 14, 2020, by and between Alexander’s, Inc., as Guarantor, and Bank of China, New York Branch, as Lender.

Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 *

- Second Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement, dated February 14, 2020, between Bank of China, New York Branch, individually as Lender, Initial A-1 Holder and as the Agent for the Holders, and Alexander’s of Rego Park II Participating Lender LLC, individually as Initial A-2 Holder.

Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 4, 2020 *

- Omnibus Amendment to Loan Documents and Reaffirmation of Borrower and Guarantor, dated September 14, 2020, by and between 731 Retail One LLC and 731 Commercial LLC as Borrower, Alexander’s, Inc.

as Guarantor, JPMorgan Chase Bank, N.A.

as Administrative Agent on behalf of the Lenders, and the Lenders.

Incorporated herein by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 *

- Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 14, 2020, by and between 731 Retail One LLC and 731 Commercial LLC as mortgagor and JPMorgan Chase Bank, N.A.

as mortgagee and as Administrative Agent for the benefit of the Lenders.

Incorporated herein by reference from Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 *

- Interest Guaranty, dated September 14, 2020, made by Alexander’s, Inc.

as Guarantor to JPMorgan Chase Bank, N.A.

as Administrative Agent for the benefit of the Lenders.

Incorporated herein by reference from Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 *

- Leasing Costs Guaranty, dated September 14, 2020, made by Alexander’s, Inc.

as Guarantor to JPMorgan Chase Bank, N.A.

as Administrative Agent for the benefit of the Lenders.

Incorporated herein by reference from Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 2, 2020 *

- Second Amendment to Amended and Restated Loan and Security Agreement, dated October 23, 2020, by and between Rego II Borrower LLC, as Borrower and Bank of China, New York Branch, as Lender ***

- Subsidiaries of Registrant ***

- Consent of Independent Registered Public Accounting Firm ***

__________________

* Incorporated by reference.

*** Filed herewith.

- Rule 13a-14 (a) Certification of the Chief Executive Officer ***

8 unchanged sentences

__________________

Incorporated by reference.

*** Filed herewith.

2 unchanged sentences

ALEXANDER’S, INC.

February 18, 2020

February 16, 2021 By:

/s/ Matthew Iocco

1 unchanged sentence

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.

/s/Steven Roth

Chairman of the Board of Directors and

February 18, 2020

(Steven Roth)

Chief Executive Officer

Signature Title Date

/s/Steven Roth Chairman of the Board of Directors and February 16, 2021

(Steven Roth) Chief Executive Officer

(Principal Executive Officer)

/s/Matthew Iocco

Chief Financial Officer

February 18, 2020

(Matthew Iocco)

(Principal Financial and Accounting Officer)

February 18, 2020

/s/David Mandelbaum

/s/Matthew Iocco Chief Financial Officer

February 16, 2021

(Matthew Iocco) (Principal Financial and Accounting Officer)

DiBenedetto Director February 16, 2021

/s/David Mandelbaum Director February 16, 2021

(David Mandelbaum)

/s/Wendy Silverstein

February 18, 2020

/s/Mandakini Puri Director February 16, 2021

(Mandakini Puri)

/s/Wendy Silverstein Director February 16, 2021

(Wendy Silverstein)

/s/Arthur Sonnenblick

February 18, 2020

/s/Arthur Sonnenblick Director February 16, 2021

(Arthur Sonnenblick)

/s/Richard R.

February 18, 2020

West Director February 16, 2021

/s/Russell B.

February 18, 2020

Director February 16, 2021

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

What changed 10-K

Item 9A. Controls and Procedures