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, 1999 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 3. Defaults Upon Senior Securities . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 11
<PAGE>
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, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
Current assets:
Cash. . . . . . . . . . . . . . . . . $ 788,502 695,066
Other receivables . . . . . . . . . . 38,797 39,272
------------ ------------
Total assets. . . . . . . . . $ 827,299 734,338
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . $ 66,521 41,346
Deferred interest payable to
affiliate . . . . . . . . . . . . . 14,225,293 13,397,009
Notes payable to an affiliate . . . . 55,612,222 55,612,222
------------ ------------
Total current liabilities . . 69,904,036 69,050,577
Commitments and contingencies
Total liabilities . . . . . . 69,904,036 69,050,577
Investment in unconsolidated
venture, at equity. . . . . . . . . . 52,869,039 54,449,825
Venture partner's equity in venture . . 139,101 123,293
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . 1,000 1,000
Cumulative cash distributions . . . (480,000) (480,000)
Cumulative net earnings (losses). . (12,334,135) (12,382,404)
------------ ------------
(12,813,135) (12,861,404)
------------ ------------
Limited partners:
Capital contributions, net of
offering costs. . . . . . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . . (7,520,000) (7,520,000)
Cumulative net losses . . . . . . . (214,809,136) (215,565,347)
------------ ------------
(109,271,742) (110,027,953)
------------ ------------
Total partners' capital
accounts (deficits) . . . . (122,084,877) (122,889,357)
------------ ------------
$ 827,299 734,338
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Income:
Interest and other income . . . . . . . . . $ 116,402 126,897
----------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . 828,284 848,221
Professional services . . . . . . . . . . . 14,700 15,700
General and administrative. . . . . . . . . 33,916 22,713
----------- ----------
876,900 886,634
----------- ----------
(760,498) (759,737)
Partnership's share of earnings (loss)
from operations of unconsolidated
venture . . . . . . . . . . . . . . . . . . 1,580,786 1,466,786
Venture partner's share of venture
operations. . . . . . . . . . . . . . . . . (15,808) (14,667)
----------- ----------
Net earnings (loss) . . . . . . . . $ 804,480 692,382
=========== ==========
Net earnings (loss) per
limited partnership interest. . . $ 757 651
=========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . $ 804,480 692,382
Items not requiring (providing) cash:
Partnership's share of operations of
unconsolidated venture. . . . . . . . . (1,580,786) (1,466,786)
Venture partner's share of venture
operations. . . . . . . . . . . . . . . 15,808 14,667
Changes in:
Other receivables . . . . . . . . . . . . 475 10,744
Accounts payable. . . . . . . . . . . . . 25,175 28,119
Accrued interest. . . . . . . . . . . . . 828,284 848,221
----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . 93,436 127,347
----------- -----------
Net increase (decrease) in cash . . 93,436 127,347
Cash, beginning of year . . . . . . 695,066 318,105
----------- -----------
Cash, end of period . . . . . . . . $ 788,502 445,452
=========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other
interest. . . . . . . . . . . . . . . . . $ -- --
=========== ===========
Non-cash investing and financing
activities. . . . . . . . . . . . . . . . $ -- --
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-13545) dated March 22, 1999, 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 1998 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.
Certain amounts in the 1998 consolidated financial statements have
been reclassified to conform with the 1999 presentation.
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 Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P. ("WFP, LP"). The managing general partner of BFP, 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
BFP, LP, has full authority to manage its affairs. BFP, LP's principal
assets are majority and controlling interests in seven 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 three months ended March 31, 1999, the Partnership has
earned $109,397 of management fees pursuant to the agreement. As of the
date of this report, all such amounts have been received.
In July 1995, JMB purchased from the lenders the term loans and their
security interests in the related collateral. JMB continues to hold the
notes for these loans generally under the same terms and conditions that
were in effect prior to the purchase. However, no scheduled principal
payments were required prior to maturity of the LIBOR Note. Interest on
the LIBOR Note accrues and is payable monthly at a floating rate which, at
the option of the Partnership, is related to either LIBOR or the prime rate
of Bank of America. No payments of interest on the LIBOR Note have been
made subsequent to July 31, 1995. The scheduled maturity of the term loans
was December 31, 1998. However, JMB has not pursued its remedies under
these notes as a result of the non-payment of interest under the LIBOR Note
or the maturity of these notes. The Partnership is currently discussing
with JMB a possible resolution related to the scheduled maturity of such
<PAGE>
term loan notes. These loans and the demand loan payable to JMB are
secured by the Partnership's interest in BFP, LP and are subject to
mandatory payment of principal and interest out of any distributions
received by the Partnership from BFP, LP.
BFP, 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 BFP, 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 (aggregating $69,837,515 at March 31, 1999). 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 BFP, 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 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 $69,837,515
at March 31, 1999.
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 $1,100 and $3,191 for the three
months ended March 31, 1999 and 1998, respectively, payable to an affiliate
of the Corporate General Partner for portfolio management, legal and
accounting services, of which $1,100 of such costs were unpaid as of
March 31, 1999.
Any reimbursable amounts currently payable to the General Partners and
their affiliates do not bear interest.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for BFP, LP for the three months
ended March 31, 1999 and 1998 is as follows:
1999 1998
-------- -------
(000's) (000's)
Total income . . . . . . . . . . . $121,710 98,396
======== =======
Operating income (loss). . . . . . $ 17,395 15,378
======== =======
Partnership's share
of income (loss) . . . . . . . . $ 967 853
======== =======
<PAGE>
The Partnership's capital in BFP, LP differs from its investment in
unconsolidated venture, primarily due to the adoption of fresh start
accounting by BFP, 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 BFP, LP on the Effective Date) over a period
not to exceed forty years. The amortization for the three months ended
March 31, 1999 and 1998 was $613,786. Such amount may be written off
sooner in the event of the sale or disposition of the properties owned by
BFP, LP or the Partnership's interest in BFP, 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 March 31, 1999 and for the
three months ended March 31, 1999 and 1998.
<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 a successful resolution related to the scheduled maturity
date (December 31, 1998) of the term loans, the receipt of one-third of the
property management fees earned at the 245 Park Avenue property and, if
necessary, additional advances from JMB Realty Corporation ("JMB") under
the demand loan. As of March 31, 1999, 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% (8.75% at March 31,
1999). The demand note allows a maximum principal sum of a specified
amount. The Partnership is discussing with JMB a possible resolution
related to the term loan notes, which have a scheduled maturity date of
December 31, 1998.
BFP, 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 BFP, 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 (aggregating $69,837,515 at March 31, 1999). 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 BFP, 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 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
March 31, 1999 as compared to December 31, 1998 is due to the interest
accruals on the term loans and the demand note payable to JMB.
Interest and other income for the three months ended March 31, 1999
and March 31, 1998 primarily consists of 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 March
classified as other receivables at March 31, 1999 and 1998.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
<PAGE>
party vendors. Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects. Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.
BFP, LP has segregated its year 2000 issues into two categories:
those that affect its administrative/business operations and those that
affect its property operations. BFP, LP has advised the Partnership that
BFP, LP has completed an inventory of its hardware and software relating to
its administrative/business operations and has identified all non-compliant
systems. Further, BFP, LP has conducted an assessment of the business risk
associated with each non-compliant system and has developed corrective
action plans to address technical matters that require replacement or
modification.
BFP, LP has also identified all building systems for its property
operations that are date-sensitive and has requested confirmation of year
2000 compliance from the manufacturers and/or suppliers for any systems
considered at risk for a particular property. BFP, LP has advised the
Partnership that BFP, LP has reviewed building security, elevator controls,
lighting and mechanical systems and a number of other areas relating to its
properties, has compiled or is compiling responses for each of its
properties and is undertaking remedial action. BFP, LP has estimated that
these remedial actions will be completed by mid-year 1999. BFP, LP has
conducted and will continue to conduct testing of building systems where
required. BFP, LP has not advised the Partnership of BFP, LP's actual or
estimated costs for addressing and remediating its year 2000 issues for
BFP, LP's administrative/business operations or property operations. BFP,
LP also has not indicated whether it has received representations from its
(or its properties') vendors or suppliers regarding their year 2000
compliance.
The Partnership has not developed, and does not intend to develop, any
contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. The Partnership has not incurred and does not expect to
incur, any material direct costs for year 2000 compliance.
The Partnership is relying on the statements of BFP, LP in regard to
its year 2000 issues and on the ability of BFP, LP to have its
administrative/business operations and property operations year 2000
compliant in all material respects. In the event that it does not achieve
such compliance, or in the event any vendor or supplier that has a material
relationship with BFP, LP or its properties does not achieve such
compliance, BFP, LP could experience various operational difficulties, such
as an inability to process transactions or information relating to its
properties and/or systems failures (such as elevators, alarm and security
systems) at its properties. Such operational difficulties could result in
remediation and other costs and expenses. If such were to occur, there is
no assurance that such costs and expenses would not have a material adverse
effect on the Partnership's investment in BFP, LP.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to the Notes to Consolidated Financial Statements
filed with this report for further discussions of defaults under the cross-
defaulted term loans and demand note payable secured by the Partnership's
interest in BFP, LP. The scheduled maturity of the term loans was
December 31, 1998. However, JMB has not pursued its remedies under these
notes. The Partnership is currently discussing with JMB a possible
resolution.
<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.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during 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 12, 1999
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 12, 1999
<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, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 788,502
<SECURITIES> 0
<RECEIVABLES> 38,797
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 827,299
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 827,299
<CURRENT-LIABILITIES> 69,904,036
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (122,084,877)
<TOTAL-LIABILITY-AND-EQUITY> 827,299
<SALES> 0
<TOTAL-REVENUES> 116,402
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 48,616
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 828,284
<INCOME-PRETAX> (760,498)
<INCOME-TAX> 0
<INCOME-CONTINUING> 804,480
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 804,480
<EPS-PRIMARY> 757
<EPS-DILUTED> 757
</TABLE>
