Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related party transactions [Abstract]

Related Party Transactions [Text Block]

3.       RELATED PARTY TRANSACTIONS

Vornado

At December 31, 2012, 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 of Vornado. At December 31, 2012, 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. Michael D. Fascitelli, our President and a member of our Board of Directors, is the President, Chief Executive Officer and a member of the Board of Trustees of Vornado. Joseph Macnow, our Executive Vice President and Chief Financial Officer, holds the same position with Vornado.

Management and Development Agreements

Effective December 1, 2012, as a result of the sale of the Kings Plaza Regional Shopping Center (“Kings Plaza”) (see Note 4 – Discontinued Operations), the management and development agreement with Vornado was amended. Pursuant to the amended 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) $264,000, 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 LIBOR plus 1% (2.13% at December 31, 2012). As a result of the sale of Kings Plaza (see Note 4 – Discontinued Operations), we accrued a $7,510,000 sales commission payable toVornado, which is responsible for the feeto a third-party broker.

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, which includes property management and leasing fees related to Kings Plaza of $2,261,000, $3,385,000 and $1,758,000 in the years ended December 31, 2012, 2011 and 2010, respectively.

		Year Ended December 31,
(Amounts in thousands)		2012		2011		2010
Company management fees		$	2,983	$	3,000	$	3,000
Development fees			438		750		727
Leasing fees			2,217		4,472		4,267
Commission on sale of real estate			7,510		-		-
Property management fees and payments for cleaning, engineering
	and security services		5,103		4,648		4,342
		$	18,251	$	12,870	$	12,336

At December 31, 2012, we owed Vornado $45,803,000 forleasing fees (including the $7,510,000 Kings Plaza sales commission) and $642,000 for management, property management and cleaning fees.