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, 2000 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
JUNE 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
JUNE 30, DECEMBER 31,
2000 1999
------------ -----------
Current assets:
Cash . . . . . . . . . . . . . . . . . $ 294,570 135,664
Other current assets . . . . . . . . . 55,664 71,426
------------ ------------
Total assets . . . . . . . . . $ 350,234 207,090
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . $ 34,680 38,290
Deferred interest payable to
affiliate. . . . . . . . . . . . . . 17,893,165 15,982,169
Current portion of notes payable
to an affiliate and demand
note payable to affiliate. . . . . . 55,612,222 55,612,222
------------ ------------
Total current liabilities. . . 73,540,067 71,632,681
Commitments and contingencies
Total liabilities. . . . . . . 73,540,067 71,632,681
Investment in unconsolidated
venture, at equity . . . . . . . . . . 41,190,111 45,075,682
Venture partner's equity in venture. . . 255,886 217,030
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . 1,000 1,000
Cumulative cash distributions. . . . (480,000) (480,000)
Cumulative net earnings (losses) . . (11,887,193) (12,012,141)
------------ ------------
(12,366,193) (12,491,141)
------------ ------------
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 earnings (losses) . . (207,807,031) (209,764,556)
------------ ------------
(102,269,637) (104,227,162)
------------ ------------
Total partners' capital
accounts (deficits). . . . . (114,635,830) (116,718,303)
------------ ------------
$ 350,234 207,090
============ ============
See accompanying notes to consolidated financial statements.
<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, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Interest and other income. . . . . . . . . . . . . $ 112,628 125,850 256,916 242,252
----------- ----------- ---------- ----------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . . . 964,264 837,488 1,910,996 1,665,772
Professional services. . . . . . . . . . . . . . . 20,660 20,295 69,994 34,995
General and administrative . . . . . . . . . . . . 17,854 14,888 40,168 48,804
---------- ---------- ---------- ----------
1,002,778 872,671 2,021,158 1,749,571
---------- ---------- ---------- ----------
(890,150) (746,821) (1,764,242) (1,507,319)
Partnership's share of earnings
(loss) from operations of
unconsolidated venture . . . . . . . . . . . . . . 2,029,785 1,842,785 3,885,571 3,423,571
Venture partner's share of
venture operations . . . . . . . . . . . . . . . . (20,298) (18,423) (38,856) (34,231)
---------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . $1,119,337 1,077,541 2,082,473 1,882,021
========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . . . . $ 1,055 1,014 1,963 1,771
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . $ 2,082,473 1,882,021
Items not requiring (providing) cash:
Partnership's share of earnings from
operations of unconsolidated
venture. . . . . . . . . . . . . . (3,885,571) (3,423,571)
Venture partner's share of
venture operations . . . . . . . . 38,856 34,231
Changes in:
Other current assets . . . . . . . . 15,762 (34,799)
Accounts payable . . . . . . . . . . (3,610) (1,983)
Accrued interest . . . . . . . . . . 1,910,996 1,665,772
----------- -----------
Net cash provided by
(used in) operating
activities . . . . . . . . . 158,906 121,671
----------- -----------
Net increase (decrease)
in cash. . . . . . . . . . . 158,906 121,671
Cash, beginning of year. . . . 135,664 695,066
----------- -----------
Cash, end of period. . . . . . $ 294,570 816,737
=========== ===========
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
JUNE 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-13545) dated May 9, 2000, 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 1999 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 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
Prior to November 1996, the Partnership was a partner with certain
affiliates of Olympia & York Developments, Ltd. ("O&Y") in 245 Park, which
owned the 245 Park Avenue office building in New York, New York.
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% general partner interest (diluted from the original
ownership percentage by notes converted to equity) 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 and the JMB Transaction Agreement (discussed below), 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 six months ended June 30, 2000, the Partnership has
earned $250,711 of management fees pursuant to the agreement. As of the
date of this report, all such amounts have been received. In addition,
pursuant to the JMB Transaction Agreement, the Partnership has the right,
except under certain circumstances, to prohibit (i) a sale of the 245 Park
Avenue property prior to January 2, 2000 (such right has expired) and (ii)
a reduction of the indebtedness secured by the 245 Park Avenue property
below a certain level prior to January 2, 2003.
In December 1999, BFP, LP executed an option agreement pursuant to
which a third party agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings. If certain conditions are satisfied and
approvals are obtained by BFP, LP, the third party will be obligated to
close the transaction by the end of the option period in December 2000.
<PAGE>
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. JMB is considering a possible resolution
related to the term loan notes. These loans and the demand loan payable to
JMB are cross-defaulted, 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. In the fourth
quarter of 1999, the Partnership made an interest payment to JMB of
$850,000 on the demand note.
JMB and the Partnership have reached an agreement in principle to
waive the portion of interest ("default interest") on the term loans in
excess of the amount of interest that otherwise accrues in the absence of a
failure to pay the term loans at maturity or other default under the term
loans. Such agreement will not waive or relieve the default of failure to
repay the term loans at maturity, the accrual of interest determined
without regard to a default under the term loans or any obligation to repay
principal and accrued interest (determined without regard to a default) on
the term loans. No default interest is reflected in the accompanying
consolidated financial statements.
BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining. If any of the buildings (or interests therein) are
sold, any proceeds would be first applied to repayment of the mortgage or
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 owed to JMB (aggregating $73,505,387 at June 30,
2000). 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 Interests 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 (including a transfer to the lenders) of the properties, 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 other
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 $73,505,387
at June 30, 2000. In the fourth quarter of 1999, the Partnership made an
interest payment to JMB of $850,000 on the demand note.
In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or 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 $5,800 and
<PAGE>
$1,100 for the six months ended June 30, 2000 and 1999, respectively,
payable to an affiliate of the Corporate General Partner for insurance
commissions for professional liability insurance and for portfolio
management, legal and accounting services, of which all of such costs were
paid as of June 30, 2000.
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 six months
ended June 30, 2000 and 1999 is as follows:
2000 1999
-------- -------
(000's) (000's)
Total income. . . . . . . . . . . . $250,883 245,048
======== =======
Operating income. . . . . . . . . . $ 47,831 39,725
======== =======
Partnership's share of income . . . $ 2,658 2,196
======== =======
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 each of the six months
ended June 30, 2000 and 1999 was $1,227,571. Such amount may be written
off sooner in the event of the sale or other 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 June 30, 2000 and for the three
and six months ended June 30, 2000 and 1999.
<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 property.
The Partnership's liquidity and ability to continue as a going concern
are 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. To the extent that the share of the
property management fees received by the Partnership exceeds the costs of
operating the Partnership, and after establishing an appropriate cash
reserve, the Partnership will make payments to JMB on the demand note or
the term loan notes.
As of June 30, 2000, JMB has advanced approximately $12,376,000, under
the demand note, which reflects the principal and interest payments made
related to a term 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% (10.5% at June 30, 2000) and is deferred.
The demand note allows a maximum principal sum of a specified amount.
JMB is considering a possible resolution related to the term loan
notes, which had a scheduled maturity date of December 31, 1998. Such a
resolution, which could include a modification or restructuring of the
indebtedness owed by the Partnership, a possible restructuring of the
Partnership's interest in BFP, LP and/or other transaction, may result in
the Partnership and the Holders of Interests recognizing income for Federal
income tax purposes with no corresponding distributable proceeds from such
transaction. However, there is no assurance that any such transaction, or
any resolution of the term loan notes satisfactory to the Partnership, will
occur.
JMB and the Partnership have reached an agreement in principle to
waive the portion of interest ("default interest") on the term loans in
excess of the amount of interest that otherwise accrues in the absence of a
failure to pay the term loans at maturity or other default under the term
loans. Such agreement will not waive or relieve the default of failure to
repay the term loans at maturity, the accrual of interest determined
without regard to a default under the term loans or any obligation to repay
principal and accrued interest (determined without regard to a default) on
the term loans. No default interest is reflected in the accompanying
consolidated financial statements.
In December 1999, BFP, LP executed an option agreement pursuant to
which a third party agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings. If certain conditions are satisfied and
approvals are obtained by BFP, LP, the third party will be obligated to
close the transaction by the end of the option period in December 2000.
BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining. If any of the buildings (or interests therein)
are sold, any proceeds would be first applied to repayment of the mortgage
or 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 owed to JMB (aggregating $73,505,387 at
June 30, 2000). 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
<PAGE>
that over the remaining term of the Partnership, as a result of sale or
other disposition (including a transfer to the lenders) of the properties,
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 other 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 decrease in other current assets as of June 30, 2000 as compared
to December 31, 1999 is primarily due to the timing of receipt for certain
property management fees from 245 Park Avenue.
The increase in deferred interest payable to an affiliate as of
June 30, 2000 as compared to December 31, 1999 is due to the interest
accruals on the term loans and the demand note payable to JMB.
Interest and other income for the three and six months ended June 30,
2000 and June 30, 1999 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 June
classified as other current assets at June 30, 2000 and 1999.
The increase in professional services for the six months ended June
30, 2000 as compared to the six months ended June 30, 1999 is primarily due
to legal fees in connection with the possible resolution being considered
by JMB related to the term loan notes payable to JMB and an increase in
accounting services in 2000.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to the Note entitled "245 Park" in Notes to
Consolidated Financial Statements filed with this report for a discussion
of defaults under the term loan notes held by JMB, which together with a
demand note payable to JMB, are cross-defaulted and secured by the
Partnership's interest in BFP, LP. The scheduled maturity of the term
loans was December 31, 1998. The aggregate outstanding principal and
accrued and deferred interest under the term loan notes and the demand note
at June 30, 2000, was approximately $73,505,387. However, JMB has not
pursued its remedies under these notes and is considering a possible
resolution related to the term loan notes.
<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: August 14, 2000
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 14, 2000
