UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-15463
MENDIK REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
New York 11-2774249
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, New York, NY
Attention: Andre Anderson 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(Registrant's telephone number, including area code)
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
Consolidated Balance Sheets
September 30, December 31,
Assets 1995 1994
Real estate investments:
Land $ 27,137,084 $ 27,137,084
Buildings and improvements 212,089,012 209,035,698
239,226,096 236,172,782
Less-accumulated depreciation (56,088,085) (49,536,517)
183,138,011 186,636,265
Cash and cash equivalents 5,095,099 8,347,080
Restricted cash 1,034,690 2,111,117
Rents and other receivables (net
of allowance for doubtful
accounts of $251,589 in 1995
and $618,832 in 1994) 1,084,953 774,028
Deferred rent receivable 14,757,234 14,508,937
Other assets, net of accumulated
amortization of $6,020,739 in
1995 and $5,038,398 in 1994 9,411,396 8,090,275
Total Assets $ 214,521,383 $ 220,467,702
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and
accrued expenses $ 827,630 $ 2,781,817
Due to affiliates 1,877,397 2,263,552
Security deposits payable 1,034,690 1,168,590
Accrued interest payable 659,008 2,985,200
Mortgage and notes payable 80,044,524 94,680,836
Note payable due to affiliate 1,750,000 --
Total Liabilities 86,193,249 103,879,995
Minority interest 40,627,346 41,535,027
Partners' Capital (Deficit):
General Partners (9,600) (1,487,096)
Special Limited Partner -- (471,998)
Limited Partners 87,710,388 77,011,774
Total Partners' Capital 87,700,788 75,052,680
Total Liabilities and
Partners' Capital $ 214,521,383 $ 220,467,702
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1995
Special
Limited General Limited
Partners Partners Partner Total
Balance at
December 31, 1994 $ 77,011,774 $ (1,487,096) $ (471,998) $ 75,052,680
Net income 10,698,614 1,477,496 471,998 12,648,108
Balance at
September 30, 1995 $ 87,710,388 $ (9,600) $ -- $ 87,700,788
Consolidated Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Rent $ 8,774,130 $ 8,341,198 $ 24,881,507 $ 24,631,764
Interest 55,402 99,490 138,639 208,691
Total Income 8,829,532 8,440,688 25,020,146 24,840,455
Expenses
Property operating 5,429,211 5,435,509 14,884,003 15,782,337
Depreciation and
amortization 2,558,628 2,585,381 7,591,644 7,937,781
Interest 2,048,498 2,805,416 6,770,643 8,054,725
General and
administrative 87,047 101,828 281,163 274,988
Total Expenses 10,123,384 10,928,134 29,527,453 32,049,831
Loss before
minority interest
and extraordinary
item (1,293,852) (2,487,446) (4,507,307) (7,209,376)
Minority interest in
loss of consolidated
venture 333,902 378,032 907,681 1,263,564
Loss before
extraordinary item (959,950) (2,109,414) (3,599,626) (5,945,812)
Extraordinary Item
Gain on retirement
of debt -- -- 16,247,734 --
Net Income (Loss) $ (959,950) $ (2,109,414) $ 12,648,108 $ (5,945,812)
Net Income (Loss) Allocated:
To the General
Partners $ (9,600) $ (21,094) $ 1,477,496 $ (59,458)
To the Limited
Partners (950,350) (2,088,320) 10,698,614 (5,886,354)
To the Special
Limited Partner -- -- 471,998 --
$ (959,950) $ (2,109,414) $ 12,648,108 $ (5,945,812)
Per limited partnership unit
(395,169) outstanding:
Net loss before
extraordinary item $ (2.41) $ (5.29) $ (9.02) $ (14.90)
Net Income (Loss) $ (2.41) $ (5.29) $ 27.07 $ (14.90)
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income (loss) $ 12,648,108 $ (5,945,812)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization 7,591,644 7,937,781
Provision for losses on rents
and other receivables -- 358,096
Minority interest in loss of
consolidated venture (907,681) (1,263,564)
Gain on retirement of debt (16,247,734) --
Increase (decrease) in cash
arising from changes in
operating assets and liabilities:
Restricted cash 1,076,427 790,116
Rent and other receivables (310,925) (52,853)
Deferred rent receivable (248,297) (60,015)
Other assets (2,361,197) (2,941,206)
Accounts payable and
accrued expenses (273,499) 537,138
Due to affiliates (386,155) 76,622
Security deposits payable (133,900) 29,564
Accrued interest payable 671,542 1,980,533
Net cash provided by operating activities 1,118,333 1,446,400
Cash Flows from Investing Activities:
Additions to real estate assets (3,053,314) (2,490,901)
Accounts payable - real estate assets (1,680,688) 64,769
Net cash used for investing activities (4,734,002) (2,426,132)
Cash Flows from Financing Activities:
Proceeds from notes payable 2,113,688 138,159
Payments of principal on notes payable (1,750,000) --
Net cash provided by financing activities 363,688 138,159
Net decrease in cash and cash equivalents (3,251,981) (841,573)
Cash and cash equivalents at
beginning of period 8,347,080 10,346,684
Cash and cash equivalents at end of period $ 5,095,099 $ 9,505,111
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 6,099,101 $ 6,074,192
Supplemental Disclosure of Non Cash Financing Activities:
On June 26, 1995 the Partnership completed the buy out of the nonrecourse first
mortgage secured by the Partnership's leasehold interest in the 34th Street
property for $1.75 million. As of that date, there was $15 million of
principal outstanding and accrued interest of $2,997,734. To complete the
buyout the Partnership received a loan from an affiliate of the NY Real Estate
Services 1 Inc. general partner in the amount of $1.75 million.
Supplemental Disclosure of Non Cash Operating Activities:
During the nine months ended September 30, 1995, the Partnership wrote-off
$57,735 of fully amortized other assets.
Notes to the Consolidated Financial Statements
The unaudited financial statements presented should be read in conjunction with
the Partnership's annual 1994 audited financial statements within Form 10-K.
The unaudited interim financial statements include all adjustments consisting
of only normal recurring accruals which are, in the opinion of management,
necessary to fairly present the statement of financial position as of September
30, 1995, the results of operations for the three and nine months ended
September 30, 1995 and 1994, cash flows for the nine months ended September 30,
1995 and 1994 and the statement of changes in partners' capital (deficit) for
the nine months ended September 30, 1995. Results of operations for the period
are not necessarily indicative of the results to be expected for the full year.
The following significant events have occurred, subsequent to fiscal year 1994,
or the following material contingencies exist, and require disclosure in this
interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
34th Street Property - In May 1995, the Partnership successfully negotiated an
agreement with The First National Bank of Chicago ("FNBC"), the property's
lender, to reduce the amount needed to pay off the nonrecourse first mortgage
secured by the Partnership's leasehold interest in the 34th Street Property
(the "34th Street Line of Credit") to $1.75 million compared to the property's
outstanding debt balance of approximately $18 million, including accrued
interest. Concurrently, since the Partnership was not able to obtain financing
from a third party, an agreement was entered into with an affiliate of NY Real
Estate Services 1 Inc. to lend the Partnership the $1.75 million needed to
complete the buy out of the 34th Street Line of Credit prior to June 30, 1995
(the "NYRES1 Loan"). FNBC's agreement to accept only $1.75 million in full
satisfaction of the 34th Street Line of Credit effectively meant that
substantially all of the outstanding principal balance of the loan was forgi
FNBC. On June 26, 1995, the Partnership completed the buy out of the 34th
Street Line of Credit. As a result of the successful buy out, the Partnership
will be able to retain its interest in the property and will have the
opportunity to benefit from any improvement in the market.
The NYRES1 Loan bears interest at the prime rate less one and one-quarter
percent. Payments of accrued interest and principal will be payable on a
current basis to the extent there is net cash flow available from the 34th
Street Property. To the extent that interest has not been paid on a current
basis from the property's cash flow, any net proceeds realized from the
conveyance or refinancing of the 34th Street Property or any of the
Partnership's other properties will be used to pay accrued interest and
principal on the loan. The NYRES1 Loan matures upon the earlier of December
31, 2025 or the termination of the Partnership and is not secured by a mortgage
on the property, but remains an unsecured obligation of the Partnership. In
connection with the NYRES1 Loan, Mendik Realty Company, Inc., an affiliate of
Mendik Corporation, agreed to continue to defer its management fees and leasing
commissions associated with any additional leasing activity that would
otherwise have be ble with respect to the property.
During the latter part of 1992, the General Partners concluded that the
Partnership may be unable to hold the 34th Street Property on a long-term
basis. As a result, the Partnership accounted for the property as held for
disposition. Accordingly, the carrying value of the property was reduced to
the lower of its depreciated cost or estimated market value. Now that the
Partnership has replaced the first mortgage debt on the property with the NYRES
1 Loan, the property will again be accounted for as a real estate investment.
Reclassifications - Certain 1994 amounts have been reclassified to conform with
the financial statement presentation used in 1995.
Part I., Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The commercial real estate market in the Greater New York Metropolitan Area has
shown some limited signs of improvement. However, the significant cost of
tenant improvements required to be funded under both new and renewal leases and
the resulting demand for capital by landlords, including the Partnership, has
remained high. Expenditures for tenant improvements have contributed to the
Partnership's reduced liquidity. In order to conserve its limited resources,
the Partnership has pursued a strategy intended to position each of the
Partnership's Properties, to the extent possible, to meet its operating and
other expenses as they come due using only the operating income generated by
that Property, and, if necessary, proceeds from borrowings secured by such
Property.
During the nine months ended September 30, 1995, the Partnership funded
operating costs, the cost of tenant improvements, leasing commissions, and
building capital improvements from four sources: (i) cash flow generated by
the property located at Two Park Avenue, New York, New York (the "Park Avenue
Property"), the Partnership's leasehold interest in 550/600 Mamaroneck Avenue,
Harrison, New York (the "Saxon Woods Corporate Center") and the Partnership's
leasehold interest in the property located at 330 West 34th Street, New York,
New York (the "34th Street Property"), (ii) Partnership reserves, (iii) the
deferral of property management fees and leasing commissions by certain
affiliates of the General Partners with respect to certain of the Properties,
and (iv) proceeds from the non-recourse line of credit secured by a first
leasehold mortgage on the Partnership's leasehold interest in the Saxon Woods
Corporate Center (the "Saxon Woods Line of Credit"). It is expected that funds
from each of these sources may be reduced or unavailable in the future.
Park Avenue Property - Since January 1, 1995, the Partnership has signed new
and renewal leases for approximately 57,000 square feet or approximately 6% of
the leasable area in the property. The property's cash flow is expected to
remain stable over the near term because rental rate increases negotiated in
leases signed in earlier years have offset the lower market rental rates
reflected in the leases recently signed by the Partnership. The costs of
leasing space at the property are being funded with existing property cash flow
and reserves maintained by the joint venture that owns the Park Avenue
Property. In order to fund tenant improvements and leasing commissions for the
new leases as well as certain other leases currently under negotiation, the
Partnership utilized or committed to utilize substantially all of the
property's cash reserves which at September 30, 1995 were approximately $3.9
million. However, it is expected that these leases will increase the
property's cash flow , which cash flow will be available to re-establish
reserves.
Subsequent to the end of the third quarter, the Partnership signed new leases
aggregating approximately 17,000 square feet, bringing the property's current
leased rate to approximately 97%. In addition, the Partnership is discussing
with Times Mirror Magazines Inc. and its affiliate Newsday Inc., an extension
of the leases for 259,000 square feet which are scheduled to expire on June 30,
2004. As contemplated, The Times Mirror Company Inc., the parent of Times
Mirror Magazines Inc. and Newsday Inc., would take over the leases and extend
the term for six and one half years through December 31, 2010 on substantially
an "as is" basis. The Times Mirror Company, whose financial condition is more
secure than those of its subsidiaries, would also lease an additional 9,000
square feet, bringing its total leased space to approximately 268,000 square
feet or approximately 28% of the property. As part of the lease amendment,
Times Mirror would pre-pay a portion of the rents due through the cu rrent
lease expiration of June 30, 2004. Such pre-payment will be placed into escrow
as further security under the mortgage. The lease amendment would require
approval from the mortgagee of the property.
The Park Avenue Property currently generates, and is expected to generate over
the near term, sufficient cash flow to cover operating expenses and current
debt service charges. The indebtedness secured by the Park Avenue Property
currently matures in December 1998 (or December 1996 at the option of the
lender and with 180 days written notice). The Partnership expects, as the
maturity of the loan approaches, to commence negotiations to extend the
existing loan, to seek refinancing or sell the property. However, as a result
of the current lack of liquidity in the financial marketplace, no assurances
can be made that the Partnership will be able to obtain an extension with the
existing lender or refinance with a new lender, on terms acceptable to the
Partnership or at all. Additionally, the lack of liquidity may hamper the
Partnership's ability to secure a buyer for the property at a price acceptable
to the Partnership.
Saxon Woods Corporate Center - Occupancy at the property has remained
relatively stable over the past nine months. The Partnership expects that cash
flow from the Saxon Woods Corporate Center will cover operating expenses and
debt service obligations for the foreseeable future. Although the Saxon Woods
Line of Credit is in the amount of up to $6.5 million, as a result of Section
13(d) (xviii) of the Partnership Agreement, which prohibits the Partnership
from incurring indebtedness secured by a property in excess of 40% of the
then-appraised value of such property (or 40% of the value of such property as
determined by the lender as of the date of financing or refinancing, if such
value is lower) (the "Borrowing Limitation"), the Partnership is permitted to
borrow only $6 million based on the most recent appraisal of the Saxon Woods
Corporate Center which was $15 million as of December 31, 1994. The loan
agreement provides that all available cash flow from the property will be used
for expenses incurred at the property prior to borrowing any additional funds
under the Saxon Woods Line of Credit. The General Partners expect that
additional leasing activity, the costs of which will be funded in part by
borrowing amounts remaining available under the Saxon Woods Line of Credit, may
result in an increase in the appraised value of the property thereby enabling
the Partnership to borrow the additional amounts available under the Saxon
Woods Line of Credit up to the full amount of $6.5 million. However, there can
be no assurance that the property's appraised value will increase in the
future. As of September 30, 1995, the Partnership had borrowed $5,044,524
under the Saxon Woods Line of Credit.
The indebtedness secured by the Saxon Woods Corporate Center currently matures
in September 1996. The Partnership has recently commenced discussions with the
lender in light of the upcoming debt maturity in an effort to either extend the
maturity date or complete a refinancing. In the event that an agreement with
the lender cannot be reached, the Partnership will explore other options,
including a potential sale of the property. However, as a result of the
current lack of liquidity in the financial marketplace, no assurances can be
made that the Partnership will be able to sell the property, obtain an
extension with the existing lender, or refinance with a new lender, on terms
acceptable to the Partnership or at all.
34th Street Property - On February 17, 1993, the Partnership signed a long-term
lease with the City of New York (the "City") effective August 1, 1992 for
approximately 300,000 square feet (48% of the property's total leasable space)
in the 34th Street Property. The City has the right to terminate the lease on
a floor by floor basis, provided the City gives the Partnership one year's
prior notice. However, should it terminate the lease with respect to one or
more floors, the City would be required to pay the Partnership for certain
improvement costs as defined in the lease. The terms of the lease call for the
City to make annual base rental payments of approximately $5.4 million and pay
its proportionate share of increases in real estate taxes and operating
expenses. During the third quarter, the tenant occupying the entire 16th floor
or approximately 3% of the building abandoned its space in the 34th Street
Property in default of its lease. Subsequent to the end of the third quarter,
the Partnership signed four leases totalling approximately 194,000 square feet
on a substantially "as is" basis. As a result, the property's leased rate
increased to 88%.
In May 1995, the Partnership successfully negotiated an agreement with The
First National Bank of Chicago ("FNBC"), the Property's lender, to reduce the
amount needed to pay off the 34th Street Line of Credit to $1.75 million,
compared to the property's outstanding debt balance of approximately $18
million, including accrued interest. Concurrently, since the Partnership was
not able to obtain financing from a third party, an agreement was entered into
with an affiliate of NY Real Estate Services 1 Inc. to lend the Partnership the
$1.75 million needed to complete the buy out of the 34th Street Line of Credit
prior to June 30, 1995. FNBC's agreement to accept only $1.75 million in full
satisfaction of the 34th Street Line of Credit effectively meant that
substantially all of the outstanding principal balance was forgiven by FNBC.
On June 26, 1995, the Partnership completed the buy out of the 34th Street Line
of Credit. As a result of the successful buy out, the Partnership will be able
to retain its interest in the property and have the opportunity to benefit from
any improvement in the market.
The NYRES 1 Loan bears interest at the prime rate less one and one-quarter
percent. Payments of accrued interest and principal will be payable on a
current basis to the extent there is net cash flow available from the 34th
Street Property. To the extent that interest has not been paid on a current
basis from the property's cash flow, any net proceeds realized from the
conveyance or refinancing of the 34th Street Property or any of the
Partnership's other properties will be used to pay accrued interest and
principal on the loan. The NYRES 1 Loan matures upon the earlier of December
31, 2025 or the termination of the Partnership and is not secured by a mortgage
on the property, but remains an unsecured obligation of the Partnership. In
connection with the NYRES 1 Loan, Mendik Realty Company, Inc., an affiliate of
Mendik Corporation, agreed to continue to defer its management fees and leasing
commissions associated with any additional leasing activity that would
otherwise have been pa yable with respect to the property.
Prior to the buy out of the 34th Street Line of Credit, the Partnership was
required to deposit all receipts from the Property into a lockbox at FNBC. As
a result of the successful buy out of the 34th Street Line of Credit, funds
maintained in the lockbox totalling approximately $943,000, and reflected under
restricted cash, were released to the Partnership and were used to pay real
estate taxes.
During the latter part of 1992, the General Partners concluded that the
Partnership may be unable to hold the 34th Street Property on a long-term
basis. As a result, the Partnership accounted for the property as held for
disposition. Accordingly, the carrying value of the property was reduced to
the lower of its depreciated cost or estimated market value. Now that the
Partnership has replaced the first mortgage debt on the property with the NYRES
1 Loan, the property will again be accounted for as a real estate investment.
Cash Reserves - The Partnership's consolidated cash reserves decreased by
$3,251,981 to $5,095,099 at September 30, 1995 from $8,347,080 at December 31,
1994 primarily as a result of the payment of real estate taxes in January and
July and payments made for tenant improvements at the Park Avenue Property.
During the nine months ended September 30, 1995, approximately $4.7 million was
expended for property improvements at the Park Avenue Property and Saxon Woods
Corporate Center in connection with leasing activity and other building
improvements. These expenditures were funded by cash flow from operations
generated during the nine months ended September 30, 1995, proceeds from the
Saxon Woods Line of Credit and Partnership cash reserves.
Other assets increased from December 31, 1994 to September 30, 1995 as a result
of the July payment of real estate taxes for the Park Avenue Property and 34th
Street Property. Accounts payable and accrued expenses decreased by $1,954,187
to $827,630 at September 30, 1995 from $2,781,817 at December 31, 1994
primarily due to payments made related to building and tenant improvement work
at the Park Avenue Property. Accrued interest payable and mortgage and notes
payable decreased primarily due to the buy out of the 34th Street Line of
Credit.
Results of Operations
For the nine months ended September 30, 1995, the Partnership generated net
cash from operating activities of $1,118,333 compared to $1,446,400 during the
corresponding period in 1994. The decrease is primarily due to increases in
rent receivable and decreases in accounts payable partially offset by
reductions in property operating expenses and the release of funds previously
restricted by a forbearance agreement with the 34th Street lender. The
Partnership generated a net loss of $959,950 and net income of $12,648,108,
respectively, for the three and nine months ended September 30, 1995 as
compared to net losses of $2,109,414 and $5,945,812, respectively, for the
three and nine months ended September 30, 1994. The decline in net loss during
the three-month period primarily is the result of an increase in rental income
and a decrease in interest expense. The change from net loss to net income in
the nine-month period primarily is attributable to a $16,247,734 extraordinary
gain recognized on the retirement of the 34th Street Line of Credit. Without
the gain, the Partnership generated a loss before extraordinary item of
$3,599,626 for the nine months ended September 30, 1995. The lower operating
loss in the nine-month period is primarily attributable to an increase in
rental income and decreases in property operating expenses, depreciation and
amortization, and interest expense.
Rental income for the three and nine months ended September 30, 1995 was
$8,774,130 and $24,881,507, respectively, compared to $8,341,198 and
$24,631,764 for the three and nine months ended September 30, 1994. Rental
income increased in both periods as income increased at the Park Avenue
Property and Saxon Woods Corporate Center resulting from new leases executed
over the past year more than offset the absence of rental income from the
property located at 1351 Washington Boulevard, Stamford, Connecticut (the
"Stamford Property"), resulting from the Partnership's transferring title to
the Stamford Property to the lender on December 29, 1994 in lieu of
foreclosure.
Property operating expenses for the nine months ended September 30, 1995
declined from the corresponding period in 1994 primarily due to the transfer of
the Stamford Property. Also contributing to the decline was a reduction in
utilities expense and real estate taxes at the Park Avenue Property.
Depreciation and amortization for the nine months ended September 30, 1995
declined from the corresponding period in 1994 primarily due to the transfer of
the Stamford Property. The decline was partially offset by building and tenant
improvements made to the Park Avenue Property and Saxon Woods Corporate Center.
Interest expense for the three and nine months ended September 30, 1995
declined from the corresponding period in 1994 primarily due to the transfer of
the Stamford Property.
Leased space at each of the properties as of September 30, 1995 and 1994 was as
follows: Park Avenue Property - 96% vs. 92%; Saxon Woods Corporate Center, 550
Mamaroneck Avenue - 98% vs. 95%, 600 Mamaroneck Avenue - 72% vs. 61%; 34th
Street Property - 65% vs. 65%.
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MENDIK REAL ESTATE LIMITED PARTNERSHIP
BY: NY REAL ESTATE SERVICES 1 INC.
General Partner
Date: November 14, 1995 BY: s/Kenneth L. Zakin/
Name: Kenneth L. Zakin
Title: President and Director
Date: November 14, 1995 BY: s/Mark Sawicki/
Name: Mark Sawicki
Title: Vice President and Chief Financial
Officer
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
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<RECEIVABLES> 15,842,187
<ALLOWANCES> 251,589
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<OTHER-SE> 87,700,788
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