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 March 31, 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
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 205,382 109,644
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 58,882 47,194
------------ ------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $ 264,264 156,838
============ ============
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- ------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 168,894 35,918
Deferred interest payable to affiliate. . . . . . . . . . . . . . . . 7,438,361 6,640,810
Demand note payable to affiliate. . . . . . . . . . . . . . . . . . . 12,375,591 12,375,591
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 19,982,846 19,052,319
Notes payable to affiliate - long-term. . . . . . . . . . . . . . . . . 43,236,631 43,236,631
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 63,219,477 62,288,950
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 64,882,324 66,276,110
Venture partner's equity in venture . . . . . . . . . . . . . . . . . . 18,974 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). . . . . . . . . . . . . . . . . . (12,680,433) (12,713,838)
------------ ------------
(13,159,433) (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 . . . . . . . . . . . . . . . . . . . . . . . (220,234,472) (220,757,814)
------------ ------------
(114,697,078) (115,220,420)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (127,856,511) (128,413,258)
------------ ------------
$ 264,264 156,838
============ ============
<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 MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 131,471 --
----------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797,552 756,713
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 143,489 16,732
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 13,530 8,297
----------- ----------
954,571 781,742
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . . (823,100) (781,742)
Partnership's share of earnings (loss)
from operations of unconsolidated venture . . . . . . . . . . . . . . . . 1,393,685 (1,774,362)
Venture partner's share of venture operations . . . . . . . . . . . . . . . (13,838) --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 556,747 (2,556,104)
=========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 523 (2,402)
=========== ==========
<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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 556,747 (2,556,104)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of loss from operations of
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . (1,393,685) 1,774,362
Venture partner's share of venture operations . . . . . . . . . . . . . 13,838 --
Changes in:
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,688) --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,975 (17,366)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 797,551 756,713
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 95,738 (42,395)
------------ -----------
Cash flows from financing activities:
Fundings of note payable to affiliate . . . . . . . . . . . . . . . . . . -- 45,000
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . -- 45,000
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . $ 95,738 2,605
============ ===========
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
MARCH 31, 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.
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.
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 approximately $63,051,000 at March 31,
1997). Only after such applications would any remaining proceeds be
available to be distributed to the Holders. As a result, it is unlikely
that the Holders ever 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 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.
<PAGE>
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 $4,210 and $2,368 for the three
months ended March 31, 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 March 31, 1997.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for WFP, LP for the three months
ended March 31, 1997 and 245 Park for the three months ended March 31, 1996
is as follows:
1997 1996
--------- --------
(000's) (000's)
Total income . . . . . . . . . . $ 100,874 24,770
========= ========
Operating income (loss). . . . . $ 13,880 (3,677)
========= ========
Partnership's share
of income (loss) . . . . . . . $ 1,394 (1,774)
========= ========
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 March 31, 1997 and for the
three months ended March 31, 1997 and 1996.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Partnership's liquidity and ability to continue as a going concern
is dependent upon additional advances from JMB under the demand note
discussed above as well as receipt of one-third of the property management
fees earned at the 245 Park Avenue property. 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.
RESULTS OF OPERATIONS
The increase in deferred interest payable to an affiliate as of March
31, 1997 as compared to December 31, 1995 is due to the interest accruals
on the term loans and the demand note payable to JMB.
The increase in interest expense for the three month period ending
March 31, 1997 compared to the same period in 1996 is due to an increase in
the aggregate amounts outstanding of the Partnership's variable rate notes
payable.
<PAGE>
The increase in professional services for the three months ended March
31, 1997 as compared to the three months ended March 31, 1996 and related
increase in accounts payable at March 31, 1997 compared to December 31,
1996 is primarily attributable to the timing of payment of audit fees and
increased services related to the restructuring of the Partnership's
interest in 245 Park.
The Partnership's share of income from operations of unconsolidated
venture for the three months ended March 31, 1997 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, the Partnership's 46.5% interest in 245 Park was
exchanged for an approximate 5.56% interest in WFP, LP with majority and
controlling interests in 245 Park Office Building and five other office
buildings.
Other income for the three months ended March 31, 1997 represents the
Partnership's share of property management fees from the 245 Park Avenue
property including fees earned in February and March classified as Other
receivables at March 31, 1997.
<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 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 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 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 31, 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 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 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 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 filed herewith.
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 Partnerships
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: May 9, 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: May 9, 1997
EXHIBIT 10-E
- ------------
(245)
CONSENT AND SUBSTITUTION OF COLLATERAL
THIS CONSENT, dated as of November 21, 1996, is made and delivered by
JMB/245 Park Avenue Associates, Ltd., an Illinois limited partnership
("Park") in favor of JMB Realty Corporation, a Delaware corporation
("JMB"), with reference to that certain Third Amended and Security
Agreement, dated as of August 1, 1995 (the "Agreement"), by and between
Park and JMB, whereby Park granted JMB a security interest in certain
Collateral (as defined therein) to secure Park's obligations under the
Restated Promissory Notes and JMB Note (each as defined therein).
A portion of the Collateral consisted of all of Park's right, title
and interest in 245 Park Avenue Company, a New York general partnership
("245"), and all of the properties and rights owned by 245, as further
described in Section 2 of the Agreement. 245 and various other related
entities have instituted reorganization proceedings under Chapter 11 of the
United States Bankruptcy Code, with the result that, among other things,
245 has been liquidated and a new limited partnership, World Financial
Properties, L.P., a Delaware limited partnership ("World") has been formed
to hold the remaining assets of 245 and certain of such other entities.
Park and O&Y (U.S.) Development General Partner Corp. have formed a
Delaware limited liability company known as JMB 245 Park Avenue Holding
Company, LLC ("Holding"), in which Park holds 99% membership interest (the
"LLC Interest"). The Bankruptcy Court, in approving a plan of reorganiza-
tion, has granted Holding a limited partnership interest in World, which
resulted from Park's previous equity interest in 245.
Park acknowledges and agrees that the LLC Interest constitutes
proceeds of the Collateral as described in the Agreement. Therefore Park
hereby acknowledges and agrees that all of Park's right, title and interest
in the LLC Interest, and the properties and rights owned by Holding, shall
be hereby substituted for Park's prior interest in 245, and the properties
and rights formerly owned by 245, as Collateral under the Agreement, and
that the Agreement shall hereafter be read as if "Holding" were substituted
for "245" in each location in the Agreement where it appears, and the
definition of "Holding" set forth above shall be substituted for the
definition of 245 set forth in the Agreement.
Park hereby acknowledges and agrees that this Consent shall not be
construed as in any manner limiting or releasing any of the other
Collateral secured by the Agreement.
Park agrees to execute and deliver to JMB such documentation,
including, without limitation, appropriate financing statements, as JMB may
reasonably request to document and perfect the substitution of collateral
set forth herein.
IN WITNESS WHEREOF, Park has executed and delivered this Consent and
Substitution of Collateral as of the date first set forth above.
JMB/245 PARK AVENUE ASSOCIATES, LTD.,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
Managing General Partner
By: /s/ executed signature
Its: EXECUTIVE VICE PRESIDENT
Acknowledged and Agreed:
JMB REALTY CORPORATION,
a Delaware corporation
By: /s/ JEFFREY A. GLUSKIN
Its: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000747159
<NAME> JMB/245 PARK AVENUE ASSOCIATES, LTD.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 205,382
<SECURITIES> 0
<RECEIVABLES> 58,882
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 264,264
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 264,264
<CURRENT-LIABILITIES> 19,982,846
<BONDS> 43,236,631
<COMMON> 0
0
0
<OTHER-SE> (127,856,511)
<TOTAL-LIABILITY-AND-EQUITY> 264,264
<SALES> 0
<TOTAL-REVENUES> 131,471
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 157,019
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 797,552
<INCOME-PRETAX> (823,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> 556,747
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 556,747
<EPS-PRIMARY> 523.00
<EPS-DILUTED> 523.00
</TABLE>
