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 September 30, 2000
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 15 of this Report. Number of pages
(including exhibits) in this filing: 15
PART I. FINANCIAL INFORMATION
250 West 57th St. Associates
Condensed Income Statements
(Unaudited)
Item 1. Financial Statements.
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
Income:
Basic rent, from a
related party (Note B) $ 104,707 $ 80,021 $ 309,613 $ 238,600
Advance of primary
overage rent, from a
related party (Note B) 188,000 188,000 564,000 564,000
Secondary overage rent,
from a related party
(Note B) 2,525,723 2,262,956 2,525,723 2,262,956
Dividend income 2,515 1,282 31,607 1,282
---------- ---------- ---------- ----------
Total income 2,820,945 2,532,259 3,430,943 3,066,838
---------- ---------- ---------- ----------
Expenses:
Interest on mortgage 90,520 67,767 267,564 199,722
Supervisory services,
to a related party
(Note C) 272,572 241,296 302,572 271,296
Amortization of mortgage
refinancing costs 8,610 4,656 51,334 8,570
Professional fees, including
$68,560 to a related
party (Note D) -0- -0- 74,660 -0-
---------- ---------- ---------- ----------
Total expenses 371,702 313,719 696,130 479,588
--------- ---------- ---------- ----------
Net Income $2,449,243 $2,218,540 $2,734,813 $2,587,250
========== ========== ========== ==========
Earnings per $5,000
participation unit,
based on 720 participation
units outstanding
during the year $ 3,401.73 $ 3,081.31 $ 3,798.35 $ 3,593.40
========== ========== ========== ==========
Distributions per $5,000
participation unit
consisted of the following:
Income $ 250.00 $ 250.00 $ 750.00 $ 750.00
---------- ---------- ---------- ----------
Total distributions $ 250.00 $ 250.00 $ 750.00 $ 750.00
========== ========== ========== ==========
At September 30, 2000 and 1999, there were $3,600,000 of participation
units outstanding.
250 West 57th St. Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2000 December 31, 1999
Current assets:
Cash $ 96,719 $ 92,274
Fidelity U.S. Treasury
Income Portfolio 100,420 1,381,731
Additional rent due from
Fisk Building Associates 2,525,723 11,835
---------- -----------
Total current assets 2,722,862 1,485,840
---------- -----------
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-
---------- -----------
Building improvements, construction
in progress 1,918,556 244,960
---------- -----------
Other assets:
Mortgage refinancing costs 130,608 130,508
Less: Accumulated
amortization 124,868 73,533
---------- -----------
5,740 56,975
---------- -----------
Total assets $6,764,593 $ 3,905,210
========== ===========
250 West 57th St. Associates
Condensed Balance Sheets
(continued)
(Unaudited)
Liabilities and Capital September 30, 2000 December 31, 1999
(Deficit) :
Current liabilities:
Accrued interest payable $ 29,959 $ 30,214
Due to Fisk Building Associates,
a related party 673,089 244,960
Accrued expenses 2,109 2,109
Accrued supervisory services,
to a related party (Note C) 257,572 -0-
First mortgage (Note B) 2,768,294 2,789,171
Second mortgage (Note B) 1,500,000 1,500,000
---------- -----------
Total current liabilitie 5,231,023 4,566,454
Capital(deficit) (See analysis, page 5):
September 30, 2000 1,533,570 -0-
December 31, 1999 -0- (661,244)
---------- -----------
Total liabilities and
capital (deficit) :
September 30, 2000 $ 6,764,593
December 31, 1999 ========== $ 3,905,210
==========
250 West 57th St. Associates
Analysis of Capital (Deficit)
(Unaudited)
September 30, 2000 December 31, 1999
Capital (deficit):
January 1, 2000 $ (661,244)
January 1, 1999 $ (624,219)
Add, Net income:
January 1, 2000 through
September 30, 2000 2,734,814 -0-
January 1, 1999 through
December 31, 1999 -0- 2,719,635
---------- -----------
2,073,570 2,095,416
---------- -----------
Less Distributions:
Distributions January 1, 2000
through September 30, 2000 540,000 -0-
Distributions January 1, 1999
through December 31, 1999 -0- 720,000
Distribution, November 30, 1999
of Secondary Overage Rent for
the lease year ended
September 30, 1999 -0- 2,036,660
---------- -----------
540,000 2,756,660
---------- -----------
Capital (deficit):
September 30, 2000 $ 1,533,570
December 31, 1999 ========== $ (661,244)
===========
250 West 57th St. Associates
Condensed Statements of Cash Flows
(Unaudited)
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Cash flows from operating activities:
Net income $ 2,734,814 $2,587,250
Adjustments to reconcile net
income to net cash provided
by operating activities:
Amortization of mortgage
refinancing costs 51,334 8,570
Change in accrued interest payable (255) (149)
Change in accrued expenses 257,572 226,296
Change in additional rent due (2,513,888) (2,263,688)
Increase in mortgage refinancing
costs (100) (71,967)
Due to Fisk Building Associates 428,129 -0-
----------- ----------
Net cash provided by operating
activities 957,606 486,312
----------- ----------
Cash flows from investing activities:
Improvements in progress (1,673,596) (37,748)
----------- ----------
Net cash used in investing
activities (1,673,596) (37,748)
----------- ----------
Cash flows from financing activities:
Cash distributions (540,000) (540,000)
Principal payments on long-term debt (20,876) (19,011)
Proceeds from second mortgage -0- 1,500,000
----------- ----------
Net cash provided by (used in)
financing activities (560,876) 940,989
----------- ----------
Net increase (decrease) in cash
and cash equivalents (1,276,866) 1,389,553
Cash and cash equivalents,
beginning of period 1,474,005 84,124
----------- ----------
Cash and cash equivalents,
end of period $ 197,139 $ 1,473,677
=========== ==========
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Cash paid for:
Interest $ 267,817 $ 199,871
=========== ==========
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments, consisting of normal recurring accruals,
necessary to present fairly the financial position of Registrant as of
September 30, 2000, its results of operations for the nine and three months
ended September 30, 2000 and 1999, its cash flows for the nine months ended
September 30, 2000 and 1999 and its changes in partners' capital for the nine
months ended September 30, 2000. Information included in the condensed
balance sheet as of December 31, 1999 has been derived from the audited balance
sheet included in Registrant's Form 10-K for the year ended December 31, 1999
(the "10-K") previously filed with the Securities and Exchange
Commission (the "SEC"). Pursuant to rules and regulations of the SEC,
certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from these financial
statements unless significant changes have taken place since the end of
the most recent fiscal year. Accordingly, these unaudited condensed
financial statements should be read in conjunction with the financial
statements, notes to financial statements and the other information in
the 10-K. The results of operations for the nine months ended September
30, 2000 are not necessarily indicative of the results to be expected
for the full year.
Note B - Interim Period Reporting
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
("Net Lessee"), under a long-term net operating lease ("Net Lease"),
the current term of which expires on September 30, 2003. Net Lessee is
a New York partnership in which Trusts created by Peter L. Malkin for
family members are beneficial owners of an interest in the Net Lessee.
In addition, one of the Joint Venturers is also a member of Wien &
Malkin LLP, 60 East 42nd Street, New York, New York, which provides
supervisory and other services to Registrant and Net Lessee
("Supervisor"). 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").
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, 2000, Net Lessee
reported net operating profit of $5,903,444 after deduction of Basic
Rent. Net Lessee paid Primary Overage Rent of $752,000, together with
Secondary Overage Rent of $2,525,723 for the fiscal year ended
September 30, 2000. The Secondary Overage Rent of $2,525,723
represents 50% of the excess of the net operating profit of $5,903,444
over $752,000, less $49,999 representing interest earned and retained
by Registrant on funds borrowed for the improvement program. After
deducting $252,572 to Supervisor as an additional payment for
supervisory services, the balance of $2,273,151 will be distributed to
the Participants on November 30, 2000.
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 that on April
19, 2000 was extended to December 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.
Effective September 22, 1999, a second nonrecourse mortgage
loan, also held by Apple Bank for Savings, in the amount of $1,500,000
was placed on the Property. The terms are interest only at the thirty
day LIBOR rate with a maturity date of June 1, 2000. On April 19, 2000,
this mortgage was also extended to December 1, 2000.
Note C - Supervisory Services
Registrant pays Supervisor for special services at hourly
rates and supervisory services and disbursements. The supervisory fees
are $40,000 per annum (the "Basic Payment"): plus 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
September 30, 2000, 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 nine month period ended
September 30, 2000 by Registrant to either of the Joint Venturers as
such. Pursuant to the fee arrangements described herein, Registrant
also paid Supervisor $30,000 of the Basic Payment and $15,000 on
account of the Additional Payment for the nine month period ended
September 30, 2000.
The supervisory services provided to Registrant by Supervisor
include real estate supervisory, legal, administrative and financial
services. The services include, but are not limited to providing or
coordinating with 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. Supervisor 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 Supervisor, is entitled to receive his share of any fees or other
remuneration paid to Supervisor for services rendered to Registrant and
Net Lessee.
As of September 30, 2000, 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.
Entities 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 trusts related to such
entities are required to complete scheduled payments to Mr.
Malkin.
Note D Professional Fees
During the nine months ended September 30, 2000, professional
fees totaling $68,560 were paid to the firm of Wien & Malkin LLP, a
related party.
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 nine month
period ended September 30, 2000, 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, 2000, Registrant will
make an additional distribution of $3,157.15 for each $5,000
participation. Such distribution represents 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 Supervisor. 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 increased for the three and nine month
periods ended September 30, 2000, as compared with
the three and nine month periods ended September 30,
1999. Such increase was the result of an increase in
basic rent and an increase in Secondary Overage Rent
payable by the Net Lessee for the lease year ended
September 30, 2000, as compared with the lease year
ended September 30, 1999 and dividend income earned.
Total expenses increased for the three and nine month
periods ended September 30, 2000, as compared to the
three and nine month periods ended September 30,
1999. Such increase was the result of an increase in
the additional payment for supervisory services due
to increased Secondary Overage Rent, an increase in
interest expense on the mortgages,an increase in
amortization of mortgage refinancing costs and
professional fees.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the nine month period ended September 30, 2000, as
compared with the nine month period ended September 30, 1999.
The amortization payments due under the Mortgage Loans (see
Note B of Item 1 hereof) will not be sufficient to fully liquidate the
outstanding principal balances 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 Net Lessee
and, to the extent necessary, from additional capital investment by the
partners in 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.
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, 1999, which report
and all exhibits thereto are incorporated herein by reference and made
a part hereof.
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 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.
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: November 20, 2000
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: November 20, 2000
_______________________________
* Mr. Katzman supervises accounting functions for Registrant.
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.
