SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1997 Commission file #0-13545
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3265541
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1960
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
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . 8
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 10
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 249,754 109,644
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 16,461 47,194
------------ ------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $ 266,215 156,838
============ ============
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,270 35,918
Deferred interest payable to affiliate. . . . . . . . . . . . . . . . 9,077,903 6,640,810
Demand note payable to affiliate. . . . . . . . . . . . . . . . . . . 12,375,591 12,375,591
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 21,487,764 19,052,319
Notes payable to affiliate - long-term. . . . . . . . . . . . . . . . . 43,236,631 43,236,631
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 64,724,395 62,288,950
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 61,982,497 66,276,110
Venture partner's equity in venture . . . . . . . . . . . . . . . . . . 47,972 5,036
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (480,000) (480,000)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (12,598,361) (12,713,838)
------------ ------------
(13,077,361) (13,192,838)
------------ ------------
Limited partners (1,000 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (7,520,000) (7,520,000)
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . (218,948,682) (220,757,814)
------------ ------------
(113,411,288) (115,220,420)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (126,488,649) (128,413,258)
------------ ------------
$ 266,215 156,838
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Other income. . . . . . . . . . . . . . . . . . $ 96,197 -- 354,943 --
----------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 825,827 763,520 2,437,093 2,273,347
Professional services . . . . . . . . . . . . . -- 111,532 175,496 242,028
General and administrative. . . . . . . . . . . 31,111 42,070 68,422 74,260
----------- ---------- ---------- ----------
856,938 917,122 2,681,011 2,589,635
----------- ---------- ---------- ----------
Operating earnings (loss) . . . . . . . (760,741) (917,122) (2,326,068) (2,589,635)
Partnership's share of earnings (loss)
from operations of unconsolidated
venture . . . . . . . . . . . . . . . . . . . . 1,444,042 (541,976) 4,293,613 (4,090,703)
Venture partner's share of
venture operations. . . . . . . . . . . . . . . (14,440) -- (42,936) --
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 668,861 (1,459,098) 1,924,609 (6,680,338)
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . $ 629 (1,372) 1,809 (6,280)
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,924,609 (6,680,338)
Items not requiring (providing) cash:
Partnership's share of loss from operations of
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . (4,293,613) 4,090,703
Venture partner's share of venture operations . . . . . . . . . . . . . 42,936 --
Changes in:
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,733 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,648) (27,810)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,437,093 2,273,347
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 140,110 (344,098)
------------ -----------
Cash flows from financing activities:
Fundings of note payable to affiliate . . . . . . . . . . . . . . . . . . -- 346,001
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . -- 346,001
------------ -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 140,110 1,903
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 109,644 4,275
------------ -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 249,754 6,178
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- --
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-13545) dated on March 21, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report, have the same meaning as the
Partnership's 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
245 PARK
As a result of the 1996 restructuring, the Partnership owns (through a
limited liability company of which the Partnership is a 99% member) an
approximate 5.56% general partner interest in a newly formed partnership,
World Financial Properties,L.P. ("WFP, LP"). The managing general partner
of WFP, LP is an entity affiliated with certain O&Y creditors and the
proponents of the Plan governing the restructuring and, subject to the
partnership agreement of WFP, LP, has full authority to manage its affairs.
WFP, LP's principal assets are majority and controlling interests in six
office buildings.
In conjunction with the restructuring, the Partnership entered into
the JMB Transaction Agreement dated November 21, 1996, whereby the
Partnership is entitled to receive one third of the monthly management fees
earned at the 245 Park Avenue property through December 2001. Amounts
received may not be less than $400,000 or exceed $600,000 for any twelve
month period and may not be less than $2,300,000 over the term of the
agreement. For the nine months ending September 30, 1997, the Partnership
has earned $354,943 of management fees pursuant to the agreement. As of
the date of this report, all such amounts have been received.
WFP, LP and the Partnership each have a substantial amount of
indebtedness remaining. If any of the buildings are sold, any proceeds
would be first applied to repayment of the mortgage and other indebtedness
of WFP, LP. In any event, any net proceeds obtained by the Partnership
would then be required to be used to satisfy notes payable to JMB Realty
Corporation ("JMB") (aggregating $64,690,125 at September 30, 1997
including accrued and unpaid interest). Only after such applications would
any remaining proceeds be available to be distributed to the Holders of
Interests. As a result, it is unlikely that the Holders of Interest ever
<PAGE>
will receive any significant portion of their original investment.
However, in the event of a sale or other disposition of any of the
properties (including a transfer to the lenders), or of the Partnership's
interest in WFP, LP, the Holders of Interests may be allocated substantial
gain for Federal income tax purposes without any corresponding proceeds
from such sale.
TRANSACTIONS WITH AFFILIATES
The Partnership has notes payable and related deferred interest
payable to JMB, an affiliate of the General Partners. The aggregate amount
outstanding under these notes including accrued and unpaid interest was
$64,690,125 at September 30, 1997.
In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive reimbursement for direct
expenses and out-of-pocket expenses related to the administration of the
Partnership and operation of the Partnership's real property investment.
Additionally, the Corporate General Partner and its affiliates are entitled
to reimbursements for portfolio management, legal and accounting services.
The Partnership incurred approximately $19,876 and $5,300 for the nine
months ended September 30, 1997 and 1996, respectively, payable to an
affiliate of the Corporate General Partner for portfolio management, legal
and accounting services, of which approximately $1,000 of such costs were
unpaid as of September 30, 1997.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for WFP, LP for the nine months
ended September 30, 1997 and 245 Park for the nine months ended September
30, 1996 is as follows:
1997 1996
--------- --------
(000's) (000's)
Total income . . . . . . . . . . $ 303,072 74,874
========= ========
Operating income (loss). . . . . $ 44,366 (8,478)
========= ========
Partnership's share
of income (loss) . . . . . . . $ 4,293 (4,091)
========= ========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of September 30, 1997 and for the
three and nine months ended September 30, 1997 and 1996.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
The Partnership's liquidity and ability to continue as a going concern
is dependent upon additional advances from JMB pursuant to a demand note,
as well as receipt of one-third of the property management fees earned at
the 245 Park Avenue property. The demand note, which allows a maximum
principal sum of a specified amount, accrues interest at the rate of prime
plus 1% per annum.
<PAGE>
RESULTS OF OPERATIONS
The increase in deferred interest payable to an affiliate as of
September 30, 1997 as compared to December 31, 1996 is due to the interest
accruals on the term loans and the demand note payable to JMB.
Other income for the three and nine months ended September 30, 1997
represents the Partnership's share of property management fees from the 245
Park Avenue property pursuant to the terms of the JMB Transaction
Agreement, including fees earned in September classified as Other
receivables at September 30, 1997.
The increase in interest expense for the three and nine month period
ending September 30, 1997 compared to the same periods in 1996 is due to an
increase in the aggregate amounts outstanding on the Partnership's term
loans and demand note during 1996. In addition, the increase is also the
result of an increase in the interest rates on the variable rate notes
during 1997.
The decrease in professional fees for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily attributable to the timing of recognition of audit
fees and increased services related to the restructuring of the
Partnership's interests in 245 Park.
The Partnership's share of earnings (loss) from operations of
unconsolidated venture for the three and nine months ended September 30,
1997 compared to the same periods in 1996 is due to the restructuring of
the Partnership's interest in 245 Park and refinancing of the debt for
certain of the properties owned by the WFP, LP. Pursuant to the
restructuring, effective November 21, 1996, the Partnership's 46.5%
interest in 245 Park was exchanged for an approximate 5.56% interest in
WFP, LP which has a majority and controlling interests in 245 Park Office
Building and five other office buildings.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated herein by reference to Exhibit 3 to
the Partnership's Report for December 31, 1992 on Form 10-K (File No. 0-
13545) dated March 19, 1993.
3-B. Amendment to the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park Avenue Associates, Ltd. by and between
JMB Park Avenue, Inc. and Park Associates, L.P. dated January 1, 1994 is
hereby incorporated herein by reference to Exhibit 3-B to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-13545) dated May 11,
1995.
4-A. Loan agreement dated June 27, 1984 between JMB/245 Park
Avenue Associates and Continental Illinois National Bank and Trust Company
of Chicago is hereby incorporated herein by reference to Exhibit 4-B to the
Partnership's Registration Statement on Form 10 (as amended) of the
Securities Exchange Act of 1934 (File No. 0-13545) dated April 29, 1985.
4-B. $16,042,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation are hereby incorporated herein by
reference to Exhibit 4-U to the Partnership's Form 10-Q Report for
September 30, 1995, (File No. 0-13545) dated November 9, 1995.
4-C. $25,000,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation, are hereby incorporated herein by
reference to Exhibit 4-V to the Partnership's Form 10-Q Report for
September 30, 1995, (File No. 0-13545) dated November 9, 1995.
4-D. $2,194,631.25 Amended and Restated Promissory Note and
related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation, are hereby incorporated herein by
reference to Exhibit 4-W to the Partnership's Form 10-Q Report for
September 30, 1995, (File No. 0-13545) dated November 9, 1995.
4-E. Amended and Restated Demand Note dated August 1, 1995
between JMB/245 Park Avenue Associates and JMB Realty Corporation, are
hereby incorporated herein by reference to Exhibit 4-X to the Partnership's
Form 10-Q Report for September 30, 1995, (File No. 0-13545) dated November
13, 1995.
4-F. Fourth Amendment to Loan Documents dated August 1, 1995
between JMB/245 Park Avenue Associates, Ltd. and JMB Realty Corporation
detailing amendments to the term loans, are hereby incorporated herein by
reference to Exhibit 4-Y to the Partnership's Form 10-Q Report for
September 30, 1995, (File No. 0-13545) dated November 13, 1995.
<PAGE>
4-G. Consent Agreement dated December 29, 1983 from JMB/245
Park Avenue Associates to Continental Illinois Bank of Chicago
(Continental) detailing the transactions for which the Partnership would
obtain Continental's consent, are hereby incorporated herein by reference
to Exhibit 4-Z to the Partnership's Form 10-Q Report for September 30,
1995, (File No. 0-13545) dated November 13, 1995.
4-H. Third Amended and Restated Security Agreement dated
August 1, 1995 between JMB/245 Park Avenue Associates, Ltd. and JMB Realty
Corporation, are hereby incorporated herein by reference to Exhibit 4-AA to
the Partnership's Form 10-Q Report for September 30, 1995, (File No. 0-
13545) dated November 13, 1995.
10-A. Third Amended Joint Plan of Reorganization dated
September 12, 1996 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-13545)
dated November 8, 1996.
10-B. Limited Liability Company Agreement of JMB 245 Park
Avenue Holding Company, LLC dated as of November 12, 1996 is hereby
incorporated herein by reference to the Partnership's Report for November
21, 1996 on Form 8-K (File No. 0-13545) dated December 6, 1996.
10-C. Amended and Restated Agreement of Limited Partnership of
World Financial Properties, L.P. dated as of November 21, 1996 is hereby
incorporated herein by reference to the Partnership's Report for November
21, 1996 on Form 8-K (File No. 0-13545) dated December 6, 1996.
10-D. JMB Transaction Agreement dated as of November 21, 1996
is hereby incorporated herein by reference to the Partnership's Report for
November 21, 1996 on Form 8-K (File No. 0-13545) dated December 6, 1996.
10-E. Consent and Substitution of Collateral dated November
21, 1996 is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1997 on Form 10-Q (File No. 0-13545) dated May 9,
1997.
27. Financial Data Schedule
99.1. Pages 19-21; and 31-38 from the Partnership's Private
Place Memorandum dated May 7, 1984 and Article 14 (pages 15-17) of the
Partnership's Amended and Restated Agreement of Limited Partnership are
hereby incorporated herein by reference to Exhibit 99.1 to the
Partnership's Form 10-K Report for December 31, 1994, (File No. 0-13545)
filed on March 27, 1995.
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
BY: JMB Park Avenue, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 12, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 249,754
<SECURITIES> 0
<RECEIVABLES> 16,461
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 266,215
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 266,215
<CURRENT-LIABILITIES> 21,487,764
<BONDS> 43,236,631
<COMMON> 0
0
0
<OTHER-SE> (126,488,649)
<TOTAL-LIABILITY-AND-EQUITY> 266,215
<SALES> 0
<TOTAL-REVENUES> 354,943
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 243,918
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,437,093
<INCOME-PRETAX> (2,326,068)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,924,609
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,924,609
<EPS-PRIMARY> 1,809
<EPS-DILUTED> 1,809
</TABLE>
