SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1998 Commission file #0-14547
JMB/MANHATTAN ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3339372
(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 312-915-1987
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. . . . . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,170 971
---------- ---------
$ 12,170 971
========== =========
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -----------
Current liabilities:
Note payable to an affiliate - current portion. . . . . . . . . . . . $ 951,103 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,384 4,360
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 1,376,250 1,303,866
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,328,737 1,308,226
Note payable to an affiliate - long-term. . . . . . . . . . . . . . . -- 775,499
Partnership's share of the maximum unfunded obligation
under the indemnification agreement . . . . . . . . . . . . . . . . . 4,030,694 4,131,383
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 6,359,431 6,215,108
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (1,390,738) (1,385,413)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (737,500) (737,500)
------------ -----------
(2,126,738) (2,121,413)
------------ -----------
Limited partners (1,000 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (43,263,012) (43,135,213)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (18,000,000) (18,000,000)
------------ -----------
(4,220,523) (4,092,724)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (6,347,261) (6,214,137)
------------ -----------
$ 12,170 971
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income. . . . . . . . . . . . . . . . . . . . . . $ -- -- -- --
----------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 37,559 31,644 109,990 95,006
Professional services . . . . . . . . . . . . . -- -- 60,500 126,139
General and administrative. . . . . . . . . . . 20,530 15,580 63,323 54,046
----------- ---------- ---------- ----------
58,089 47,224 233,813 275,191
----------- ---------- ---------- ----------
(58,089) (47,224) (233,813) (275,191)
Partnership's share of the reduction of
the maximum unfunded obligation . . . . . . . . 33,563 33,563 100,689 100,689
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ (24,526) (13,661) (133,124) (174,502)
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . $ (24) (13) (128) (168)
=========== ========== ========== ==========
Cash distribution per
per limited partnership
interest. . . . . . . . . . . . . . . . $ -- -- -- --
=========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (133,124) (174,502)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of the reduction of the maximum
unfunded obligation . . . . . . . . . . . . . . . . . . . . . . . . . (100,689) (100,689)
Changes in:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,976) 4,711
Amounts due to affiliates - accrued interest. . . . . . . . . . . . . . 72,384 67,430
Note payable to an affiliate - accrued interest . . . . . . . . . . . . 35,604 25,976
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (128,801) (177,074)
Cash flows from investing activities:
Net cash provided by (used in) investing activities . . . . . . . -- --
------------ -----------
Cash flows from financing activities:
Amounts received from affiliates. . . . . . . . . . . . . . . . . . . . . 140,000 190,000
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . 140,000 190,000
------------ -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 11,199 12,926
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 971 1,679
------------ -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 12,170 14,605
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,002 1,600
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1997, which
are included in the Partnership's 1997 Annual Report on Form 10-K (File No.
0-14547) 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 meanings as in 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.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties"). Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties. The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy.
JMB/NYC has, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that significantly reduce indebtedness of the
Properties. In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties. There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001. If such REIT affiliate
exercises such right to purchase, for the reasons discussed below, it is
unlikely that such purchase would result in any significant distributions
to the partners of the Partnership. Additionally, at any time, JMB/NYC has
the right to require such REIT affiliate to purchase the interest of
JMB/NYC in the Properties for the same price at which such REIT affiliate
can require JMB/NYC to sell such interest as described above.
Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated to indemnify, through a date no later than
January 2, 2001, the REIT to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties. The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $1.9 million) to JMB/NYC which was deposited into an escrow
account as collateral for such indemnification. These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001. The Partnership's share of the reduction of the maximum
<PAGE>
unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.
The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT. Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely. Therefore, the Partnership expects its share of the collateral
to be returned (including interest earned) at the termination of the
indemnification agreement. Upon return of such funds, advances made by JMB
(including accrued and deferred interest) and other amounts due to JMB will
be repaid. Only after establishing an appropriate working capital reserve
would any amounts be available for distribution to the partners of the
Partnership. Until the Partnership receives its share of the collateral,
the Partnership's sole source of capital to fund operating expenses is a $2
million long-term promissory note ($951,103 outstanding at September 30,
1998) from JMB as described below.
While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by the Partnership at any time due to the level of indebtedness
remaining on the Properties, the original purchase money notes payable by
JMB/NYC, the significant preference levels within the reorganized joint
ventures and the liabilities of the Partnership.
TRANSACTIONS WITH AFFILIATES
In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Holders
of Interests, their share of Distributable Cash (as defined) if a
distribution made to all partners in a particular quarter does not result
in a distribution to the Holders of Interests which equates to a 7% per
annum return on their adjusted capital investment. Consequently, for the
distributions made to the partners in 1989 and 1990, the General Partners
have loaned $300,000 of Distributable Cash, as defined, (including such
amounts reflected as a management fee to the General Partners) to the
Partnership for distribution to the Holders of Interests. Any amounts
loaned bear interest at a rate not to exceed 10% per annum (currently 10%
per annum). As of September 30, 1998, $372,134 represented interest earned
on such loans, all of which was unpaid. These loans and accrued interest
can be repaid upon sale or refinancing only after the Holders of Interests
have received an amount equal to their contributed capital plus any
deficiency in a stipulated return thereon.
The Corporate General Partner and its affiliates are entitled to
reimbursement for direct expenses and out-of-pocket expenses relating to
the administration of the Partnership and operation of the Partnership's
real property investments. Additionally, the Corporate General Partner and
its affiliates are entitled to reimbursements for portfolio management,
legal and accounting services. Such costs were $17,109 and $5,985 for the
nine months ended September 30, 1998 and 1997, respectively, all of which
were paid at September 30, 1998.
The Partnership had obligations to fund, on demand, $600,000 and
$600,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital (reflected in the amounts due
to affiliates in the accompanying financial statements). During 1996,
these obligations were reduced to $200,000 and $200,000, respectively. As
of September 30, 1998, the obligations bore interest of 5.35% per annum and
cumulative interest accrued on these obligations was $298,132.
<PAGE>
JMB advanced the Partnership $140,000 during the first nine months of
1998. Advances made by JMB are evidenced by a promissory note with a
maximum principal sum of $2 million and are due June 30, 1999. The note
bears interest at the applicable Federal rate, which ranged between 5.32%
and 5.62% per annum in the first nine months of 1998. Annually, any
interest accrued but unpaid is added to the principal balance of the note.
The balance of the note, including accrued interest, was $951,103 and
$775,499 as of September 30, 1998 and December 31, 1997, respectively. The
Partnership's sole source of capital to pay for continuing operations is
advances from JMB.
SUMMARIZED FINANCIAL INFORMATION - JMB/NYC
Summary income statement information for JMB/NYC for the nine months
ended September 30, 1998 and 1997 is as follows:
1998 1997
----------- ----------
Total income . . . . . . . . . . $ 402,756 402,756
=========== ==========
Operating loss . . . . . . . . . $ 9,943,720 8,711,302
=========== ==========
Partnership's share of the
reduction of the maximum
unfunded obligation. . . . . . $ 100,689 100,689
=========== ==========
During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000. The Partnership's capital (deficit) in JMB/NYC differs from
its investment in unconsolidated venture due to the Partnership's 1996
reversal of previously recognized losses in JMB/NYC as a result of the
restructuring and reorganization.
The JMB/NYC operating loss for the period ending September 30, 1998
includes accrued interest expense on the JMB/NYC purchase notes of
$10,344,531. As of the restructuring date, October 10, 1996, the
Partnership does not recognize its share of the operating loss attributable
to the JMB/NYC purchase notes, since repayment of the outstanding balance
of the notes (including accrued interest) is dependent on JMB/NYC's share
of cash flow and sale proceeds from the Properties.
The Partnership's share of the reduction of the maximum unfunded
obligation recognized as income for the period ending September 30, 1998,
is a result of interest income earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income reduces the
Partnership's proportionate share of its maximum unfunded obligation under
the indemnification agreement.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of September 30, 1998 and for the
three and nine months ended September 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
investments.
The Partnership's sole source of capital to fund continuing operations
is loans from JMB, pursuant to a promissory note with a maximum principal
sum of $2 million and a scheduled maturity of June 30, 1999. During the
nine months ended September 30, 1998, JMB advanced the Partnership
$140,000. Annually, any interest accrued but unpaid is added to the
principal balance of the note. The note, including accrued interest, has
an outstanding balance of $951,103 at September 30, 1998. The
Partnership's ability to fund operations and continue as a going concern is
dependent upon additional advances pursuant to the promissory note.
As a result of the restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning the Properties. The new ownership
structure gives control of the Properties to a real estate investment trust
(the "REIT"). JMB/NYC has, through January 1, 2001 under certain limited
circumstances, rights of consent regarding the sale of the Properties or
the consummation of certain other transactions that significantly reduce
the indebtedness of the Properties. In general, at any time on or after
January 2, 2001, an affiliate of the REIT has the right to purchase
JMB/NYC's interest in the Properties for certain amounts relating to the
operations of the Properties. There can be no assurance that such REIT
affiliate will not exercise such right on or after January 2, 2001. If
such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.
Due to the level of indebtedness remaining on the Properties, the
original purchase money notes payable by JMB/NYC, the significant
preference levels within the reorganized joint ventures and the liabilities
of the Partnership, it is unlikely that the Partnership will be able to
make any significant additional distributions to the Holders of Interests.
However, in the event of a sale or other disposition of any of the
Properties or of JMB/NYC's interest in the Properties, the Holders of
Interests will be allocated substantial net gain for Federal income tax
purposes (corresponding to all or most of their deficit capital accounts
for tax purposes) even though the Partnership would not be able to make any
significant additional amounts of distributions. 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 professional services for the nine months ended
September 30, 1998 as compared to the nine months ended September 30, 1997
is primarily due to increased fees for professional services related to the
restructuring of the Partnership's interest in the reorganized joint
ventures.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3. Amended and Restated Agreement of Limited
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. 0-14547)
dated March 30, 1993.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter
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/MANHATTAN ASSOCIATES, LTD.
BY: JMB/Manhattan Investors, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 11, 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: November 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 12,170
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,170
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,170
<CURRENT-LIABILITIES> 2,328,737
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (6,347,261)
<TOTAL-LIABILITY-AND-EQUITY> 12,170
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 123,823
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 109,990
<INCOME-PRETAX> (233,813)
<INCOME-TAX> 0
<INCOME-CONTINUING> (133,124)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (133,124)
<EPS-PRIMARY> (128)
<EPS-DILUTED> (128)
</TABLE>
