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
June 30, 1998 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. . . . . . . . . . . . . . . 9
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
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 472,167 318,105
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 52,000 54,850
------------ ------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $ 524,167 372,955
============ ============
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------- ------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37,179 34,271
Deferred interest payable to affiliate. . . . . . . . . . . . . . . . 11,652,084 9,946,217
Notes payable to an affiliate . . . . . . . . . . . . . . . . . . . . 55,612,222 55,612,222
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 67,301,485 65,592,710
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 67,301,485 65,592,710
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 57,550,397 60,512,968
Venture partner's equity in venture . . . . . . . . . . . . . . . . . . 92,288 62,663
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (480,000) (480,000)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (12,474,243) (12,556,766)
------------ ------------
(12,953,243) (13,035,766)
------------ ------------
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 . . . . . . . . . . . . . . . . . . . . . . . (217,004,154) (218,297,014)
------------ ------------
(111,466,760) (112,759,620)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (124,420,003) (125,795,386)
------------ ------------
$ 524,167 372,955
============ ============
<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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Other income. . . . . . . . . . . . . . . . . . $ 129,568 127,275 256,465 258,746
----------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 857,646 813,714 1,705,867 1,611,266
Professional services . . . . . . . . . . . . . 56,830 32,007 62,800 175,496
General and administrative. . . . . . . . . . . 28,618 23,781 45,361 37,311
----------- ---------- ---------- ----------
943,094 869,502 1,814,028 1,824,073
----------- ---------- ---------- ----------
(813,526) (742,227) (1,557,563) (1,565,327)
Partnership's share of earnings (loss)
from operations of unconsolidated venture . . . 1,495,785 1,455,886 2,962,571 2,849,571
Venture partner's share of venture operations . . (14,958) (14,658) (29,625) (28,496)
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 667,301 699,001 1,375,383 1,255,748
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership interest. . . . . $ 627 657 1,293 1,180
=========== ========== ========== ==========
<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
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,375,383 1,255,748
Items not requiring (providing) cash:
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . (2,962,571) (2,849,571)
Venture partner's share of venture operations . . . . . . . . . . . . . 29,625 28,496
Changes in:
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,850 (37,841)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,908 (1,625)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,705,867 1,611,265
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 154,062 6,472
------------ -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 154,062 6,472
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 318,105 109,644
------------ -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 472,167 116,116
============ ===========
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
JUNE 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-13545) dated March 21, 1998, 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 1997 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 (including the 245 Park Avenue office building).
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 six months ended June 30, 1998, the Partnership has
earned $256,075 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 and deferred
interest to JMB Realty Corporation ("JMB") (aggregating $67,264,306 at
June 30, 1998). 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 will receive any
significant portion of their original investment. However, it is expected
that over the remaining term of the Partnership, as a result of sale or
other disposition of the properties (including a transfer to the lenders),
or of the Partnership's interest in WFP, LP, the Holders of Interests will
be allocated substantial gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital
accounts for tax purposes) without a significant amount of corresponding
<PAGE>
proceeds from such sale or disposition. Such gain may be offset by
suspended losses from prior years (if any) that have been allocated to the
Holders of Interests. The actual tax liability of each Holder of Interests
will depend on such Holder's own tax situation.
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 deferred interest was $67,264,306
at June 30, 1998.
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 $5,691 and $5,050 for the six months
ended June 30, 1998 and 1997, respectively, payable to an affiliate of the
Corporate General Partner for portfolio management, legal and accounting
services, of which $2,500 of such costs were unpaid as of June 30, 1998.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for WFP, LP for the six months
ended June 30, 1998 and for the six months ended June 30, 1997 is as
follows:
1998 1997
--------- --------
(000's) (000's)
Total income . . . . . . . . . . $ 211,987 193,724
========= ========
Operating income (loss). . . . . $ 31,226 29,103
========= ========
Partnership's share
of income (loss) . . . . . . . $ 1,735 1,622
========= ========
The Partnership's capital in WFP, LP differs from its investment in
unconsolidated venture, primarily due to the adoption of fresh start
accounting by WFP, LP in connection with the restructuring, and the
resultant restatement of all of its assets and liabilities to reflect their
reorganization value. The Partnership is amortizing the difference between
its historical basis in 245 Park and its underlying equity (which was
transferred to the basis in WFP, LP on the Effective Date) over a period
not to exceed forty years. The amortization for the six months ended
June 30, 1998 was $1,227,571. Such amounts may be written off sooner in
the event of the sale or disposition of the properties owned by WFP, LP or
the Partnership's interest in WFP, LP.
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 June 30, 1998 and for the three
and six months ended June 30, 1998 and 1997.
<PAGE>
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
investment.
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. As of June 30, 1998, JMB has advanced
approximately $12,376,000, evidenced by the demand note which reflects the
principal and interest payments made related to a loan modification in
prior years and advances to pay operating costs of the Partnership.
Interest accrues on these advances at the annual rate of prime plus 1%
(9.5% at June 30, 1998). The demand note allows a maximum principal sum of
a specified amount. Other notes due JMB have a scheduled maturity date of
December, 1998.
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 and deferred
interest to JMB Realty Corporation ("JMB") (aggregating $67,264,306 at
June 30, 1998). 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 will receive any
significant portion of their original investment. However, it is expected
that over the remaining term of the Partnership, as a result of sale or
other disposition of the properties (including a transfer to the lenders),
or of the Partnership's interest in WFP, LP, the Holders of Interests will
be allocated substantial gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital
accounts for tax purposes) without a significant amount of corresponding
proceeds from such sale or disposition. Such gain may be offset by
suspended losses from prior years (if any) that have been allocated to the
Holders of Interests. The actual tax liability of each Holder of Interests
will depend on such Holder's own tax situation.
RESULTS OF OPERATIONS
The increase in deferred interest payable to an affiliate as of
June 30, 1998 as compared to December 31, 1997 is due to the interest
accruals on the term loans and the demand note payable to JMB.
Other income for the three and six months ended June 30, 1998 and
June 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 June classified as other
receivables at June 30, 1998 and 1997.
The increase in interest expense for the three and six months ended
June 30, 1998 compared to the same period in 1997 is due to an increase in
the aggregate amounts outstanding on the Partnership's term loans
(including accrued interest, which is deferred and accrues additional
interest) during 1998.
The decrease in professional fees for the six months ended June 30,
1998 as compared to the same period in 1997 is primarily attributable to
the timing of recognition of audit fees and increased services in 1997
related to the restructuring of the Partnership's interest in 245 Park.
<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
(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: August 12, 1998
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: August 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 472,167
<SECURITIES> 0
<RECEIVABLES> 52,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 524,167
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 524,167
<CURRENT-LIABILITIES> 67,301,485
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 124,420,003
<TOTAL-LIABILITY-AND-EQUITY> 524,167
<SALES> 0
<TOTAL-REVENUES> 256,465
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 108,161
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,705,867
<INCOME-PRETAX> (1,557,563)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,375,383
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,375,383
<EPS-PRIMARY> 1,293
<EPS-DILUTED> 1,293
</TABLE>
