FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] 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 0-2666
250 WEST 57th ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
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 [ ] .
An Exhibit Index is located on Page 12 of this Report.
Number of pages (including exhibits) in this filing: 12
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th St. Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
Income:
Basic rent, from a related
party (Note B) $ 79,289 $ 79,289 $ 158,579 $ 158,579
Advance of primary overage
rent from a related
party (Note B) 188,000 188,000 376,000 376,000
---------- ---------- ---------- ---------
Total income 267,289 267,289 534,579 534,579
---------- ---------- ---------- ---------
Expenses:
Interest on mortgage 65,904 66,475 131,955 133,084
Supervisory services, to a
related party (Note C) 15,000 15,000 30,000 30,000
Amortization of mortgage
refinancing costs 1,957 1,957 3,915 3,915
---------- ---------- ---------- ---------
Total expenses 82,861 83,432 165,870 166,999
---------- ---------- ---------- ---------
Net Income $ 184,428 $ 183,857 $ 368,709 $ 367,580
========== ========== ========== =========
Earnings per $5,000
participation unit, based on
720 participation units
outstanding during the year $ 256.15 $ 255.36 $ 512.10 $ 510.53
========== ========== ========== =========
Distributions per $5,000
participation consisted
of the following:
Income $ 250.00 $ 250.00 $ 500.00 $ 500.00
========== ========== ========== =========
At June 30, 1999 and 1998, there were $3,600,000 of participations
outstanding.
-2-
250 West 57th St. Associates
Condensed Balance Sheet
(Unaudited)
Assets June 30, 1999 December 31, 1998
Current assets:
Cash $ 84,125 $ 84,124
---------- -----------
Total current assets 84,125 84,124
---------- -----------
Real estate, at cost:
Property situated at 250-264 West
57th Street, New York, New York:
Land 2,117,435 2,117,435
Building 4,940,682 4,940,682
Less: Accumulated depreciation 4,940,682 4,940,682
---------- -----------
-0- -0-
Building improvements: 688,000 688,000
Less: Accumulated depreciation 688,000 688,000
---------- -----------
-0- -0-
Tenants' installations and
improvements 249,791 249,791
Less: Accumulated amortization 249,791 249,791
---------- -----------
-0- -0-
Other assets:
Mortgage refinancing costs 41,106 41,106
Less: Accumulated amortization 33,929 30,014
---------- -----------
7,177 11,092
---------- -----------
Total assets $2,208,737 $ 2,212,651
========== ===========
Liabilities and Capital
Current liabilities:
Accrued interest payable $ 21,951 $ 22,049
First mortgage principal payments
due within one year (Note B) $ 24,542 $ 25,650
---------- -----------
Total current liabilities 46,493 47,699
Long-term debt (Note B) 2,777,754 2,789,171
Capital (deficit) (See analysis, page 3):
June 30, 1999 (615,510) -0-
December 31, 1998 -0- (624,219)
---------- -----------
Total liabilities and capital:
June 30, 1999 2,208,737
December 31, 1998 ========== 2,212,651
==========
-3-
250 West 57th St. Associates
Analysis of Capital (Deficit)
(Unaudited)
June 30, 1999 December 31, 1998
Capital:
January 1, 1999 $ (624,219)
January 1, 1998 (639,930)
Add, Net income:
January 1, 1999 through
June 30, 1999 368,709 -0-
January 1, 1998 through
December 31, 1998 -0- 2,787,347
---------- -----------
(255,510) 2,147,417
Less Distributions:
Distribution, November 30, 1998
of Secondary Overage Rent for
the lease year ended
September 30, 1998 -0- 2,051,636
Distributions January 1, 1999
through June 30, 1999 360,000 -0-
Distributions January 1, 1998
through December 31, 1998 -0- 720,000
---------- -----------
360,000 2,771,636
---------- -----------
Capital:
June 30, 1999 (615,510)
December 31, 1998 ========== $ (624,219)
===========
250 West 57th St. Associates
Condensed Statement of Cash Flows
January 1, 1999 January 1, 1998
through through
June 30, 1999 June 30, 1998
Cash flows from operating activities:
Net income $ 368,709 $ 367,580
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of mortgage refinancing
costs 3,915 3,915
Change in accured interest payable (98) (89)
---------- ----------
Net cash provided by operating
activities 372,526 371,406
---------- ----------
Cash flows from financing activities:
Cash distributions (360,000) (360,000)
Principal payments on long-term debt (12,525) (11,405)
---------- ----------
Net cash used in financing
activities (372,525) (371,405)
---------- ----------
Net increase (decrease) in cash 1 1
Cash, beginning of period 84,124 84,124
---------- ----------
Cash, end of period $ 84,125 $ 84,125
========== ==========
January 1, 1999 January 1, 1998
through through
June 30, 1999 June 30, 1998
Cash paid for:
Interest $ 132,054 $ 133,173
============ ==========
-4-
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
The accompanying unaudited condensed financial statements
have been prepared in accordance with the instructions to Form 10-Q and
therefore do not include all information and footnotes necessary for a
fair presentation of financial position, results of operations and
statement of cash flows in conformity with generally accepted
accounting principles. The accompanying unaudited condensed financial
statements include all adjustments (consisting only of normal recurring
accruals) which are, in the opinion of the joint venturers in
Registrant, necessary for a fair statement of the results for such
interim periods. The joint venturers in Registrant believe that the
accompanying unaudited condensed financial statements and the notes
thereto fairly disclose the financial condition and results of
Registrant's operations for the periods indicated and are adequate to
make the information presented therein not misleading.
Note B - Interim Period Reporting
The results for the interim period are not necessarily
indicative of the results to be expected for a full year.
Registrant is a New York joint venture which was organized on
May 25, 1953. On September 30, 1953, Registrant acquired fee title to
the "Fisk Building" (the "Building") and the land thereunder located at
250-264 West 57th Street, New York, New York (collectively, the
"Property"). Registrant's joint venturers are Peter L. Malkin and
Anthony E. Malkin (the "Joint Venturers"), each of whom also acts as an
agent for holders of participations in their undivided joint venture
interests in Registrant (the "Participants").
Registrant leases the Property to Fisk Building Associates
(the "Net Lessee"), under a long-term net operating lease (the "Net
Lease"), the current term of which expires on September 30, 2003. Net
Lessee is a New York partnership in which Peter L. Malkin is among its
partners. In addition, he is also a member of the law firm of Wien &
Malkin LLP, 60 East 42nd Street, New York, New York, counsel to
Registrant and Net Lessee ("Counsel"). See Note C of this Item 1
("Note C").
Under the Net Lease, Net Lessee must pay (i) annual basic
rent equal to the sum of $28,000 plus an amount equal to the rate of
constant payments for interest and amortization required annually under
the first mortgage described below (the "Basic Rent"), and (ii)(A)
primary overage rent equal to the lesser of (1) Net Lessee's net
operating income for the preceding lease year or (2) $752,000 (the
"Primary Overage Rent"), and (B) secondary overage rent equal to 50% of
any remaining balance of Net Lessee's net operating income for such
lease year ("Secondary Overage Rent").
-5-
Net Lessee is required to make a monthly payment to
Registrant, as an advance against Primary Overage Rent, of an amount
equal to its operating profit for its previous lease year in the
maximum amount of $752,000 per annum. Net Lessee currently advances
$752,000 each year, which permits Registrant to make regular monthly
distributions at 20% per annum on the Participants' remaining original
cash investment.
For the lease year ended September 30, 1998, Net Lessee
reported net operating profit of $5,316,128 after deduction of Basic
Rent. Net Lessee paid Primary Overage Rent of $752,000, together with
Secondary Overage Rent of $2,282,064 for the fiscal year ended
September 30, 1998. The Secondary Overage Rent of $2,282,064
represents 50% of the excess of the net operating profit of $5,316,128
over $752,000. After deducting $2,469 for expenses incurred with the
August 6, 1997 consent solicitation program and payment of $227,959 to
Counsel as an additional payment for supervisory services, the balance
of $2,051,636 was distributed to the Participants on November 30, 1998.
Secondary Overage Rent income is recognized when earned from
Net Lessee, at the close of the lease year ending September 30. Such
income is not determinable until Net Lessee, pursuant to the Net Lease,
renders to Registrant a certified report on the operation of the
Property. The Net Lease does not provide for the Net Lessee to render
interim reports to Registrant, so no income is reflected for the period
between the end of the lease year and the end of Registrant's fiscal
year.
The Net Lease provides for one renewal option of 25 years.
The Participants in Registrant and the partners in Net Lessee have
agreed to execute three additional 25-year renewal terms on or before
the expiration of the then applicable renewal term.
Effective March 1, 1995, the first mortgage loan on the
Property, in the principal amount of $2,890,758, held by Apple Bank for
Savings ("Apple Bank") was refinanced (the "Refinancing"). The
material terms of the refinanced mortgage loan (the "Mortgage Loan")
are as follows:
(i) a maturity date of June 1, 2000;
(ii) monthly payments of $24,096 aggregating $289,157
per annum applied first to interest at the rate of 9.4% per
annum and the balance in reduction of principal;
(iii) no prepayment until after the third loan year.
Thereafter, a 3% penalty will be imposed in the fourth loan
year and a 2% penalty during the fifth loan year. No
prepayment penalty will be imposed if the Mortgage Loan is
paid in full during the last 90 days of the fifth loan year;
and
(iv) no Partner or Participant will have any personal
liability for principal of, or interest on, the Mortgage
Loan.
-6-
Note C - Supervisory Services
Registrant pays Counsel for legal fees and supervisory
services and disbursements: (i) $40,000 per annum (the "Basic
Payment"); and (ii) an additional payment of 10% of all distributions
to Participants in any year in excess of the amount representing a
return to them at the rate of 15% per annum on their remaining cash
investment (the "Additional Payment"). At June 30, 1999, the
Participants' remaining cash investment was $3,600,000. Of the Basic
Payment, $28,000 is payable from Basic Rent and $12,000 is payable from
Primary Overage Rent received by Registrant.
No remuneration was paid during the six month period ended
June 30, 1999 by Registrant to either of the Joint Venturers as such.
Pursuant to the fee arrangements described herein, Registrant also paid
Counsel $20,000 of the Basic Payment and $10,000 on account of the
Additional Payment for the three month period ended June 30, 1999.
The supervisory services provided to Registrant by Counsel
include legal, administrative and financial services. The legal and
administrative services include acting as general counsel to
Registrant, maintaining all of its partnership and Participant records,
performing physical inspections of the Building, reviewing insurance
coverage and conducting annual partnership meetings. Financial
services include monthly receipt of rent from Net Lessee, payment of
monthly and additional distributions to the Participants, payment of
all other disbursements, confirmation of the payment of real estate
taxes, and active review of financial statements submitted to
Registrant by Net Lessee and financial statements audited by and tax
information prepared by Registrant's independent certified public
accountant, and distribution of such materials to the Participants.
Counsel also prepares quarterly, annual and other periodic filings with
the Securities and Exchange Commission and applicable state
authorities.
Reference is made to Note B of Item 1 ("Note B") for a
description of the terms of the Net Lease between Registrant and Net
Lessee. The respective interests, if any, of each Joint Venturer in
Registrant and in Net Lessee arise solely from such person's ownership
of participations in Registrant and partnership interests or
participations in Net Lessee. The Joint Venturers receive no extra or
special benefit not shared on a pro rata basis with all other
Participants in Registrant or partners in Net Lessee. However, one of
the Joint Venturers, by reason of his respective partnership interest
in Counsel, is entitled to receive his share of any legal fees or other
remuneration paid to Counsel for legal services rendered to Registrant
and Net Lessee.
As of June 30, 1999, certain of the Joint Venturers in
Registrant held additional Participations as follows:
Anthony E. Malkin owned of record as trustee, but not
beneficially, $8,333 of Participations. Anthony E. Malkin
disclaims any beneficial ownership of such Participations.
Trusts for the benefit of members of Peter L. Malkin's family
owned of record and beneficially $88,333 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations, except that such Trusts are required to
complete scheduled payments to Mr. Malkin.
-7-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purpose of owning the
Property subject to a net operating lease of the Property held by Net
Lessee. Registrant is required to pay, from Basic Rent, the charges on
the Mortgage Loan and amounts for supervisory services, and then to
distribute the balance of such Basic Rent to holders of Participations.
See Note C. Pursuant to the Net Lease, Net Lessee has assumed sole re-
sponsibility for the condition, operation, repair, maintenance and
management of the Property. Accordingly, Registrant need not maintain
substantial reserves or otherwise maintain liquid assets to defray any
operating expenses of the Property.
Registrant's results of operations are affected primarily by
the amount of rent payable to it under the Net Lease. The amounts of
Primary Overage Rent and Secondary Overage Rent are affected by the New
York City economy and its real estate market. It is difficult to
forecast the New York City economy and real estate market over the next
few years.
Registrant does not pay dividends. During the six month
period ended June 30, 1999, Registrant made regular monthly
distributions of $83.33 for each $5,000 participation ($1,000 per annum
for each $5,000 participation). On November 30, 1998, Registrant made
an additional distribution of $2,849 for each $5,000 participation.
Such distribution represented the balance of Secondary Overage Rent
paid by Net Lessee in accordance with the terms of the Net Lease after
deducting the Additional Payment to Counsel. See Notes B and C. There
are no restrictions on Registrant's present or future ability to make
distributions; however, the amount of such distributions depends solely
on the ability of Net Lessee to make monthly payments of Basic Rent,
Primary Overage Rent and Secondary Overage Rent to Registrant in
accordance with the terms of the Net Lease. Registrant expects to make
distributions so long as it receives the payments provided for under
the Net Lease. See Note B.
The following summarizes with respect to the current period
and corresponding period of the previous year, the material factors
affecting Registrant's results of operations for such periods:
Total income remained the same for the six month
period ended June 30, 1999, as compared with the six
month period ended June 30, 1998.
Total expenses decreased for the six month period
ended June 30, 1999, as compared to the six month
period ended June 30, 1998. Such decrease resulted
from a decrease in interest expense on the Mortgage
Loan.
-8-
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the six month period ended June 30, 1999, as compared
with the six month period ended June 30, 1998.
The amortization payments due under the Mortgage Loan (see
Note B of Item 1 hereof) will not be sufficient to fully liquidate the
outstanding principal balance thereof at maturity in 2000. Registrant
does not maintain any reserve to cover the payment of any mortgage
indebtedness at or prior to maturity. Therefore, repayment of such
indebtedness will depend on Registrant's ability to arrange a further
refinancing of the Mortgage Loan. The ability of Registrant to obtain
any such refinancing will depend upon several factors, including the
value of the Property at that time and future trends in the real estate
market and the economy in the geographic area in which the Property is
located.
Registrant anticipates that funds for working capital for the
Property will be provided by rental payments received from the Net
Lessee and, to the extent necessary, from additional capital investment
by the partners in the Net Lessee and/or external financing. However,
as noted above, Registrant has no requirement to maintain substantial
reserves to defray any operating expenses of the Property. Registrant
foresees no need to make material commitments for capital expenditures
while the Net Lease is in effect.
Inflation
Registrant believes that there has been no material change in
the impact of inflation on its operations since the filing of its
report on Form 10-K for the year ended December 31, 1998, which report
and all exhibits thereto are incorporated herein by reference and made
a part hereof.
-9-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the following
pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al.
On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action
in the Supreme Court of the State of New York, against Helmsley-Spear,
Inc. and Leona Helmsley concerning various partnerships which own,
lease or operate buildings managed by Helmsley-Spear, Inc., including
Registrant's property. In their complaint, plaintiffs sought the
removal of Helmsley-Spear, Inc. as managing and leasing agent for all
of the buildings. Plaintiffs also sought an order precluding Leona
Helmsley from exercising any partner management powers in the
partnerships. In August, 1997, the Supreme Court directed that the
foregoing claims proceed to arbitration. As a result, Mr. Malkin and
Wien & Malkin LLP filed an arbitration complaint against Helmsley-
Spear, Inc. and Mrs. Helmsley before the American Arbitration
Association. Helmsley-Spear, Inc. and Mrs. Helmsley served answers
denying liability and asserting various affirmative defenses and
counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply
denying the counterclaims. By agreement dated December 16, 1997, Mr.
Malkin and Wien & Malkin LLP (each for their own account and not in any
representative capacity) reached a settlement with Mrs. Helmsley of the
claims and counterclaims in the arbitration and litigation between
them. Mr. Malkin and Wien & Malkin LLP are continuing their
prosecution of claims in the arbitration for relief against
Helmsley-Spear, Inc., including its termination as the leasing and
managing agent for various entities and properties, including the
Registrant's Lessee.
Item 4. Submission of Matters to a Vote of Participants.
On June 28, 1999, the Partners mailed to the
Participants a STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH THE
SOLICITATION OF CONSENTS OF THE PARTICIPANTS (the "Statement")
requesting their consent to a program to complete and finance
improvements. The details of the Partners' Proposal are provided in
the Definitive Proxy Statement which was filed with the Securities
and Exchange Commission as Schedule 14-A on June 29, 1999, and is
incorporated by reference. Supplementary letters consistent with such
Statement were subsequently mailed to the Participants, have been
filed with the Securities and Exchange Commission, and are also
incorporated by reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by reference.
(b) Registrant has not filed any report on Form 8-K during the
quarter for which this report is being filed.
-10-
SIGNATURES
Pursuant to the requirements 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.
The individual signing this report on behalf of Registrant is
Attorney-in-Fact for Registrant and each of the Joint Venturers in
Registrant, pursuant to Powers of Attorney, dated March 29, 1996 and
May 14, 1998 (collectively, the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: August 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the undersigned as Attorney-in-Fact for
each of the Joint Venturers in Registrant, pursuant to the Power, on
behalf of Registrant on the date indicated.
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: August 13, 1999
_______________________________
* Mr. Katzman supervises accounting functions for Registrant.
-11-
EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Joint Venture Agreement,
dated May 25, 1953, which was filed as
Exhibit No. 3(a) to Registrant's
Registration Statement on Form S-1
(the "Registration Statement"), is
incorporated by reference as an
exhibit hereto.
3(b) Amended Business Certificate of
Registrant filed with the Clerk of New
York County on July 24, 1998,
reflecting a change in the Partners of
Registrant effective as of April 15,
1998, which was filed as Exhibit 3(b)
to Registrant's 10-Q-A for the quarter
ended September 30, 1998 and is
incorporated by reference as an
exhibit hereto.
24 Powers of Attorney dated March 29,
1996 and May 14, 1998 between Partners
in Registrant and Stanley Katzman and
Richard A. Shapiro, which was filed as
Exhibit 24 to Registrant's 10-Q for
the quarter ended June 30, 1998 and is
incorporated by reference as an
exhibit hereto.
_______________________________
* Page references are based on sequential numbering system.
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of June 30, 1999 and the Statement Of Income
for the year ended June 30, 1999, and is qualified in its entirety by
reference to such financial staements.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 84,125
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 84,125
<PP&E> 7,995,908
<DEPRECIATION> 5,912,462
<TOTAL-ASSETS> 2,208,737<F1>
<CURRENT-LIABILITIES> 46,493<F2>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (615,510)
<TOTAL-LIABILITY-AND-EQUITY> 2,208,737<F3>
<SALES> 534,579<F4>
<TOTAL-REVENUES> 534,579
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,957<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65,904
<INCOME-PRETAX> 184,428
<INCOME-TAX> 0
<INCOME-CONTINUING> 184,428
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 184,428
<EPS-BASIC> 256.15<F6>
<EPS-DILUTED> 256.15<F6>
<FN>
<F1>Includes unamortized mortgage refinancing costs
<F2>Accrued interest on mortgage and first mortgage principal payment due
within one year
<F3>Includes long-term debt
<F4>Rental income includes basic rent and advance of primary overage rent
<F5>Supervisory services and amortization of mortgage refinance costs
<F6>Earnings per $5,000 participation unit, based on 720 participation units
outstanding during the period
</TABLE>
