NAVARRE 500 BUILDING ASSOCIATES
10-Q, 1999-11-16
OPERATORS OF NONRESIDENTIAL BUILDINGS
Previous: GP STRATEGIES CORP, NT 10-Q, 1999-11-16
Next: BANK OF AMERICA CORP /DE/, 424B2, 1999-11-16

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, 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 0-2673

NAVARRE-500 BUILDING ASSOCIATES

(Exact name of registrant as specified in its charter)

A New York Partnership 13-6082674

(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 11 of this Report.

Number of pages (including exhibits) in this filing: 11

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Navarre-500 Building Associates

Condensed Statement of Income

(Unaudited)

For the Three Months For the Nine Months

Ended September 30, Ended September 30,

1999 1998 1999 1998

Income:

Rent income, from a

related party (Note B) $ 291,875 $ 291,875 $ 875,625 $ 875,625

Additional rent, from

a related party (Note B) -0- -0- -0- -0-

--------- --------- --------- ---------

Total income 291,875 291,875 875,625 875,625

--------- --------- --------- ---------

Expenses:

Leasehold rent (Note B) 121,875 121,875 365,625 365,625

Supervisory services, to a

related party (Note C) 10,000 10,000 30,000 30,000

Amortization of leasehold 1,631 1,631 4,893 4,893

--------- --------- --------- ---------

Total expenses 133,506 133,506 400,518 400,518

--------- --------- --------- ---------

Net income $ 158,369 $ 158,369 $ 475,107 $ 475,107

========= ========= ========= =========

Earnings per $5,000

participation unit,

based on 640 participation

units outstanding

during the year $ 247.45 $ 247.45 $ 742.35 $ 742.35

========= ========= ========= =========

Distributions per $5,000

participation consisted

of the following:

Income $ 247.45 $ 247.45 $ 742.35 $ 742.35

Return of capital 2.55 2.55 7.65 7.65

--------- --------- --------- ---------

Total distributions $ 250.00 $ 250.00 $ 750.00 $ 750.00

========= ========= ========= =========

At September 30, 1999 and 1998, there were $3,200,000 of participations outstanding.

Navarre-500 Building Associates

Condensed Statement of Income

(Unaudited)

Assets September 30, 1999 December 31, 1998

Current assets

Cash $ 135,625 $ 53,333

---------- ----------

Total current assets 135,625 53,333

Real Estate

Leasehold on property situated at

500 and 512 Seventh Avenue

New York, New York 3,200,000 3,200,000

Less, allowance for amortization 3,039,608 3,034,715

---------- ----------

160,392 165,285

---------- ----------

Total assets $ 296,017 $ 218,618

========== ==========

Liabilities and Capital

Current liabilities

Deferred credit:

Portion of rent income collected

in advance for the month

of December, 1999 $ 82,292 $ -0-

---------- ----------

Total current liabilities 82,292 $ -0-

---------- ----------

Capital

Capital January 1, 218,618 225,143

Add, Net income:

January 1, 1999 through September 30, 1999 475,107 -0-

January 1, 1998 through December 31, 1998 -0- 633,475

---------- ----------

693,725 858,618

Less, Distributions:

Monthly distributions,

January 1, 1999 through September 30, 1999 480,000 -0-

January 1, 1998 through December 31, 1998 -0- 640,000

---------- ----------

Total distributions 480,000 640,000

---------- ----------

Capital:

September 30, 1999 213,725 -0-

December 31, 1998 -0- 218,618

---------- ----------

Total liabilities and capital:

September 30, 1999 $ 296,017

December 31, 1998 ========== $ 218,618

==========

Navarre-500 Building Associates

Condensed Statement of Cash Flows

(Unaudited)

 

 

January 1, 1999 January 1, 1998

through through

September 30, 1999 September 30, 1998

Cash flows from operating activities:

Net income $ 475,107 $ 475,107

Adjustments to reconcile net income

to cash provided by operating

activities:

Amortization of leasehold 4,893 4,893

Change in deferred credit 82,292 82,292

----------- ---------

Net cash provided by operating

activities 562,292 562,292

----------- ---------

Cash flows from financing activities:

Cash distributions (480,000) (480,000)

----------- ---------

Net cash used in financing

activities (480,000) (480,000)

----------- ---------

Change in cash 82,292 82,292

Cash, beginning of period 53,333 53,333

----------- ---------

Cash, end of period $ 135,625 $ 135,625

=========== =========

 

 

 

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 partners in Registrant, necessary for a fair statement of the results for such interim periods. The partners 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 was organized on March 21, 1958. Registrant owns the tenant's interest in the master operating leasehold (the "Master Lease") of the buildings located at 500 and 512 Seventh Avenue and 228 West 38th Street, New York, New York (the "Property"). Registrant's partners are Peter L. Malkin and Thomas N. Keltner, Jr. (the "Partners"). The land underlying the buildings is owned by an unaffiliated third party and is leased to Registrant under a long-term ground lease (the "Lease"). The current term of the Lease expires on May 1, 2024. The Lease provides for one 21-year renewal option. If this option is exercised, the Lease will expire on May 1, 2045. The annual rent payable by Registrant under the Lease is $487,500 during the current and the renewal term.

Registrant does not operate the Property, but subleases the Property to 500-512 Seventh Avenue Associates ("Sublessee") pursuant to a net operating sublease (the "Sublease"), the current renewal term of which will expire on April 30, 2024. The Sublease provides for one renewal option co-extensive with the Lease. Peter L. Malkin, a partner in Registrant, is also a partner in Sublessee and Trusts created by Peter L. Malkin for family members are beneficial owners of an interest in the Sublessee. The Partners in Registrant are also members of the law firm of Wien & Malkin LLP, counsel to Registrant and to Sublessee ("Counsel"). See Note C of this Item 1 ("Note C").

Under the Sublease, Sublessee must pay (i) annual basic rent of $1,167,500 during the current renewal term and the additional renewal term (the "Basic Rent") and (ii) additional rent to Registrant during the current term and the renewal term equal to 50% of Sublessee's net operating profit in excess of $620,000 for each lease year ending June 30 (the "Additional Rent").

There was no Additional Rent paid by Sublessee for the lease year ended June 30, 1999. Additional Rent income is recognized when earned from the Sublessee, at the close of the lease year ending June 30. No Additional Rent is accrued by Registrant for the period between Sublessee's lease year and Registrant's fiscal year.

Note C Supervisory Services

Registrant pays Counsel for special legal services at hourly rates and for supervisory services and disbursements. The supervisory fees are $40,000 per annum (the "Basic Payment") plus 10% of all distributions to Participants in any year in excess of the amount representing a return at the rate of 23% per annum on their remaining cash investment in Registrant (the "Additional Payment"). At September 30, 1999, such remaining original cash investment was $3,200,000, representing the original cash investment of the Participants in Registrant.

No remuneration was paid during the nine month period ended September 30, 1999 by Registrant to either of the Partners as such. Pursuant to the fee arrangements described herein, Registrant paid Counsel $30,000 of the Basic Payment for supervisory services for the nine month period ended September 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 Property, reviewing insurance coverage and conducting annual partnership meetings. Financial services include monthly receipt of rent from Sublessee, payment of monthly rent to the fee owner, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, review of financial statements submitted to Registrant by Sublessee, review of 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 Sublease between Registrant and Sublessee. The respective interests, if any, of the Partners in Registrant and Sublessee arise solely from their respective ownership of participations, if any, in Registrant and, in the case of Mr. Malkin, his ownership of a partnership interest in Sublessee. The Partners receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or partners in Sublessee. However, each of the Partners, by reason of his respective partnership interest in Counsel, is entitled to receive his pro rata share of any fees or other remuneration paid to Counsel for services rendered to Registrant and Sublessee.

As of September 30, 1999, the Partners owned of record and beneficially $8,125 participations in Registrant, representing 0.25% of the currently outstanding participations therein.

In addition, as of September 30, 1999, certain of the Partners in Registrant (or their respective spouses) held additional Participations as follows:

Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $35,000 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations, except that related Trusts are required to complete scheduled payments to Mr. Malkin.

Peter L. Malkin, Trustee of Mattee Saunders 1983 Trust, owned $7,500 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations.

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.

As stated in Note B, Registrant was organized for the purpose of acquiring the Master Lease subject to the Sublease. Basic Rent received under the Sublease is used to pay annual rent due under the Master Lease and the Basic Payment to Counsel for supervisory services. The balance of the Basic Rent is distributed to the Participants. Additional Rent is distributed to the Participants after the Additional Payment to Counsel. See Note C above. Pursuant to the Sublease, Sublessee has assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property. Registrant has no requirement to maintain substantial reserves or otherwise maintain liquid assets to defray any operating expenses of the Property.

Registrant does not pay dividends. During the nine month period ended September 30, 1999, Registrant made regular monthly distributions of $83.33 for each $5,000 participation ($1,000 per annum for each $5,000 participation). There are no legal or contractual restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions depends solely on the ability of Sublessee to make payments of Basic Rent and Additional Rent to Registrant in accordance with the terms of the Sublease. Registrant expects to make distributions so long as it receives the payments provided for under the Sublease. See Note B of Item 1 above.

Registrant's results of operations are affected primarily by the amount of rent payable to it under the Sublease. The amount of Additional Rent payable to Registrant is affected by the cycles in the New York City economy and real estate rental market. It is difficult for management to forecast the New York City real estate market over the next few years. The following summarizes, with respect to the current period and the 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 nine month period ended September 30, 1999 as compared with the nine month period ended September 30, 1998.

Total expenses remained the same for the nine month period ended September 30, 1999 as compared with the nine month period ended September 30, 1998.

Liquidity and Capital Resources

There has been no significant change in Registrant's liquidity for the nine month period ended September 30, 1999 as compared with the nine month period ended September 30, 1998.

Registrant anticipates that funds for working capital will continue to be provided by Sublessee through rental payments made in accordance with the terms of the Sublease. Registrant is not required 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 Sublease 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 annual 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.

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 Sublessee.

Item 4. Submission of Matters to a Vote of Participants.

On July 15, 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 authorization for the sale of Registrant's Leasehold in the form of the Definitive Proxy Statement which was filed with the Securities and Exchange Commission as Schedule 14-A on July 15, 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 Report on Form 8-K

(a) The exhibits hereto are 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 Partners in Registrant, pursuant to Powers of Attorney, dated August 6, 1996 and May 14, 1998 (collectively, the "Power").

 

NAVARRE-500 BUILDING ASSOCIATES

(Registrant)

 

 

By /s/ Stanley Katzman

Stanley Katzman, Attorney-in-Fact*

 

Date: November 16, 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 Partners 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 16, 1999

 

 

 

 

 

 

 

 

__________________________

* Mr. Katzman supervises accounting functions for Registrant.

 

EXHIBIT INDEX

 

 

Number Document Page*

 

3(a) Partnership Agreement, dated March 21, 1958, which was filed as Exhibit 1 to Registrant's S-1, as amended, by letter dated April 3, 1958 and assigned File No. 2-14019, is incorporated herein by reference.

3(b) Amended Business Certificate of Registrant which was filed as Exhibit 3(b) to Registrant's Annual Report on 10-K for the fiscal year ended December 31, 1996 and is incorporated herein by reference.

4 Form of Participation Agreement, which was filed as Exhibit 4 to Registrant's S-1 by letter dated April 3, 1958 and assigned File No. 2-14019, is incorporated herein by reference.

 

24 Powers of Attorney dated August 6, 1996 and May 14, 1998 between Peter L. Malkin and Thomas N. Keltner, Jr., as Partners in Registrant, and Stanley Katzman and Richard Shapiro, which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended March 31, 1998 and is incorporated herein by reference.

 

 

 

 

 

 

 

 

 

 

__________________________

* Page references are based on sequential numbering system.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission