FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[] 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 0-2673
NAVARRE-500 BUILDING ASSOCIATES
(Exact name of Registrant as specified in its charter)
A New York Co-Tenancy [Formerly 13-6082674 [formerly a partnership] as partnership]
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 687-8700
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act: $3,190,000 of Participations in Co-Tenant Interests
(Title of Class)
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 [ ]
The aggregate market value of the voting stock held by non-affiliates of the Registrant: Not applicable, but see Items 5 and 10 of this report.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___
An Exhibit Index is located on pages 27 through 29 of this Report.
Number of pages (including exhibits) in this filing: 42
PART I
Item 1. Business.
(a) General
On December 31, 2002, Registrant disposed of all its assets and dissolved pursuant to the terms of its partnership agreement.
Registrant was organized as a partnership on March 21, 1958. Registrant owned the tenant's interest in the long-term ground lease (the "Lease") of the buildings located at 500 and 512 Seventh Avenue and 228 West 38th Street, New York, New York (the "Property") until Registrant sold the Lease on December 23, 1999 on the economic terms described in the accompanying financial statements. Registrant ceased to be a partnership on December 23, 1999 when the interests of its partner Agents were redeemed by conveyance to them of direct pro rata interests in the Property. The partnership's final tax return was filed for the period ending December 23, 1999. Registrant was dissolved under New York law effective as of December 31, 2002. After December 23, 1999, such former partners (the "Agents") continued the ownership of the Lease as co-tenants for the benefit of the Participants, and the co-tenancy had conducted its business under the name "Navarre-500 Building Associates, a co-tenancy", all for the ben efit of the Participants on all the same pre-existing economic and investment terms through the date of such sale and thereafter. Accordingly, reference herein to Registrant is a reference to Navarre-500 Building Associates, a co-tenancy. Registrant's Agents were Peter L. Malkin and Thomas N. Keltner, Jr., who became the co-tenant Agents. The land underlying the buildings was owned by an unaffiliated third party and was leased to Registrant under the Lease. The current term of the Lease as extended was to expire on May 1, 2024. The Lease provided for one additional 21-year renewal option. The annual rent payable by Registrant under the Lease was $487,500 during the current and each renewal term.
Registrant did not operate the Property, but subleased the Property to 500-512 Seventh Avenue Associates (the "Sublessee") pursuant to a net operating sublease (the "Sublease"). The current renewal term, as extended, of the Sublease was to expire on April 30, 2024. The Sublease provided for one renewal option for a term co-extensive with the Lease. Peter L. Malkin, an Agent in Registrant, was also a partner and then a co-tenant in Sublessee. The Agents in Registrant were also members of Wien & Malkin LLP, which provided supervisory and other services to Registrant and to Sublessee (the "Supervisor"). See Items 10, 11, 12 and 13 hereof for a description of the services rendered by, and compensation paid to, Supervisor and for a discussion of certain relationships which may pose actual or potential conflicts of interest among Registrant, Sublessee and certain of their respective affiliates. Registrant did not maintain a full-time staff. See Item 2 hereof for additional information concern ing the Property, which has been sold by Registrant.
(b) The Sublease
Under the Sublease, Sublessee was required to pay (i) annual basic rent of $1,167,500 during the current renewal term and the additional renewal term (the "Basic Rent") and (ii) additional rent to Registrant during the current term and the renewal term equal to 50% of Sublessee's net operating profit in excess of $620,000 for each lease year ending June 30 (the "Additional Rent").
There was no Additional Rent paid for the lease year ended June 30, 1999 by Sublessee and for the short-period of the final lease year ended 12/23/99.
Additional Rent income was recognized when earned from the Sublessee, at the close of the lease year ending June 30. Such income was not determinable until the Sublessee, pursuant to the Sublease, rendered to Registrant a certified report on the Sublessee's operation of the Property. The Sublease required that this report be delivered to Registrant annually within 60 days after the end of each such lease year. Accordingly, all Additional Rent income and certain supervisory service expense could only be determined after the receipt of such report. The Lease does not provide for the Lessee to render interim reports to Registrant, so no Additional Rent income was reflected for the period between the end of the lease year and the end of Registrant's fiscal year.
(c) Competition
Pursuant to tenant space leases at the Property, the annual base rentals payable to Sublessee averaged $14.85 per square foot (exclusive of electricity charges and escalation) when the Property was sold. Registrant no longer has any direct or indirect interest in the operation of the Property, so local real estate competition is no longer relevant to Registrant's operation or financial results.
(d) Tenant Leases
Prior to the sale of the Property, Sublessee operated the Property free from any federal, state or local government restrictions involving rent control or other similar rent regulations which may be imposed upon residential real estate in Manhattan. Any increase or decrease in the amount of rent payable by a tenant was governed by the provisions of the tenant's lease.
Item 2. Property.
Prior to the sale of the Property as stated in Item 1 hereof, Registrant owned the leasehold of the buildings located at 500 and 512 Seventh Avenue, New York, New York. The building at
500 Seventh Avenue contains 17 stories; the building at 512 Seventh Avenue contains 44 stories. The buildings together occupy the entire block front on the west side of Seventh Avenue between 37th and 38th Streets in New York City's Garment District. Pursuant to the Lease, Registrant also held a leasehold interest in an adjacent 5-story building located at 228 West 38th Street. The two principal buildings, erected in 1921 and 1931, respectively, contain showroom, office and loft space.
Item 3. Legal Proceedings.
The Registrant and/or its assets are the subject of the following pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al. On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action in the Supreme Court of the State of New York, against Helmsley-Spear, Inc. and Leona Helmsley concerning various partnerships which own, lease or operate buildings managed by Helmsley-Spear, Inc., including Registrant's property. In their complaint, plaintiffs sought the removal of Helmsley-Spear, Inc. as managing and leasing agent for all of the buildings. Plaintiffs also sought an order precluding Leona Helmsley from exercising any partner management powers in the partnerships. In August, 1997, the Supreme Court directed that the foregoing claims proceed to arbitration. As a result, Mr. Malkin and Wien & Malkin LLP filed an arbitration complaint against Helmsley-Spear, Inc. and Mrs. Helmsley before the American Arbitration Association. Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying liability and as serting various affirmative defenses and counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply denying the counterclaims. By agreement dated December 16, 1997, Mr. Malkin and Wien & Malkin LLP (each for their own account and not in any representative capacity) reached a settlement with Mrs. Helmsley of the claims and counterclaims in the arbitration and litigation between them. Mr. Malkin and Wien & Malkin LLP then continued their prosecution of claims in the arbitration for relief against Helmsley-Spear, Inc., including its termination as the leasing and managing agent for various entities and properties, including the Registrant's Lessee. The arbitration hearings were concluded in June 2000, and the arbitrators issued their decision on March 30, 2001, ordering that the termination of Helmsley-Spear, Inc. would require a new vote by the partners in the Lessee, setting forth procedures for such a vote, and denying the other claims of all parties. Following the decision, Helmsley-Spe ar, Inc. applied to the court for confirmation of the decision, and Mr. Malkin and Wien & Malkin LLP applied to the court for an order setting aside that part of the decision regarding the procedure for partnership voting to terminate Helmsley-Spear, Inc. and various other parts of the decision on legal grounds. The court granted the motion to confirm the arbitrators' decision and denied the application to set aside part of the arbitrators' decision. The parts of the decision under appeal were affirmed by the Appellate Division on December 5, 2002, and were further appealed by Wien & Malkin LLP and Mr. Malkin on January 13, 2003.
PART II
Item 5. Market for the Registrant's Common Equity and Related Security Holder Matters.
Registrant was a partnership and then a co-tenancy.
Registrant did not issue any common stock. The securities registered by it under the Securities Exchange Act of 1934, as amended, consisted of participations in the interests of the Agents in Registrant (the "Participations") and are not shares of common stock nor their equivalent. The Participations represent each Participant's fractional share in an Agent's undivided interest in Registrant, and are divided approximately equally among the Agents. A full unit of the Participations was offered originally at a purchase price of $5,000; fractional units were also offered at proportionate purchase prices. Registrant had never repurchased Participations.
(a) The Participations were neither traded on an established securities market nor were readily tradable on a secondary market or the substantial equivalent thereof. Based on Registrant's transfer records, Participations were sold from time to time in privately negotiated transactions and, in many instances, Registrant is not aware of the prices at which such transactions occur.
(b) At December 31, 2002 the date of the final distribution, there were 609 Participants.
(c) Registrant did not pay dividends.
On January 1, 2000, a regular distribution of $36,882 was made to Participants, and a distribution of sales proceeds of $47,080,000 was made on January 14, 2000. On October 3, 2001, a distribution of $2,000,000 and on December 31, 2002 a final distribution of $1,010,632 was made to the Participants.
Item 6.
NAVARRE-500 BUILDING ASSOCIATES
SELECTED FINANCIAL DATA
|
Year ended December 31, |
|||||
|
2002 |
2001 |
2000 |
1999 |
1998 |
|
|
Basic rent income |
$ - |
$ - |
$ - |
$ 1,139,254 |
$1,167,500 |
|
Additional rent income |
- |
- |
- |
- |
- |
|
Total revenues |
- |
- |
$ - |
$ 1,139,254 |
$1,167,500 |
Gain on sale of leasehold and related investment income |
$ 15,748 |
$ 106,650 |
$ 211,402 |
$49,685,371 |
$ - |
|
Net income (loss) |
$ (8,220) |
$ 83,876 |
$ 170,687 |
$50,302,553 |
$ 633,475 |
Earnings per $5,000 participation unit, based on 640 participation units outstanding during the year: |
|||||
Income (loss) from operations. |
$ (37) |
$ (36) |
$ (64) |
$ 964 |
$ 990 |
Gain on sale of leasehold and related investment income |
24 |
167 |
330 |
77,634 |
- |
|
Net income (loss) |
(13) |
131 |
$ 266 |
$ 78,598 |
$ 990 |
|
Total assets |
None |
$ 1,018,852 |
$ 2,934,976 |
$52,619,753 |
$ 218,618 |
|
Long-term obligations |
None |
None |
None |
None |
None |
Distributions per $5,000 participation unit, based on 640 participation units outstanding during the year: |
|||||
|
Income |
$ - |
$ 131 |
$ 266 |
$ 1,306 |
$ 990 |
|
Return of capital |
1,579 |
2,994 |
73,354 |
- |
10 |
|
Total distributions. |
$ 1,579 |
$ 3,125 |
$ 73,620 |
$ 1,306 |
$ 1,000 |
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation.
Registrant was a partnership and then a co-tenancy. Registrant was organized for the purpose of acquiring the Master Lease subject to the Sublease. Basic Rent received under the Sublease was used to pay annual rent due under the Master Lease and the Basic Payment to Supervisor for supervisory services. The balance of the Basic Rent was distributed to the Participants. Additional Rent was distributed to the Participants after the Additional Payment to Supervisor. Pursuant to the Sublease, Sublessee had assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property. Registrant did not need to maintain substantial liquid assets to defray any operating expenses of the Property.
Item 8. Special Fees
During the twelve months ended December 31, 2002, fees totaling $11,842 were paid to Wien & Malkin LLP, a related party.
Inflation
Inflationary trends in the economy did not directly impact Registrant's operations, since as noted above, Registrant did not actively engage in the operation of the Property. Inflation could impact the operations of Sublessee prior to the 1999 sale of the Property. Sublessee was required to pay Basic Rent, regardless of the results of its operations. Inflation and other operating factors affected only the amount of Additional Rent payable by Sublessee, which was based on Sublessee's net operating profit.
Item 10. Disagreements on Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Registrant had no directors or officers or any other centralization of management. There was no specific term of office for any Agent. The table below sets forth, as to each Agent as of December 31, 2002, the following: name, age, nature of any family relationship with any other Agent, business experience during the past five years and principal occupation and employment during such period, including the name and principal business of any corporation or any organization in which such occupation and employment was carried on and the date such individual became an Agent:
Principal Date
Nature of Occupation Individual
Family Business and became
Name Age Relationship Experience Employment Agent
Peter L. Malkin 69 None Real Estate Senior Partner 1988
Supervision and Chairman
Wien & Malkin
LLP
Thomas N. Keltner,
Jr. 56 None Real Estate Partner 1996
Supervision Wien & Malkin
LLP
Mr. Malkin and Mr. Keltner are also members of Supervisor. See Items 11, 12 and 13 hereof for a description of the services rendered by, and the compensation paid to, Supervisor and for a discussion of certain relationships which may pose actual or potential conflicts of interest among Registrant, Sublessee and certain of their respective affiliates.
The names of entities which have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of that Act, and in which the Agents are either a joint venturer or general partner are as follows:
Peter L. Malkin is a member in 250 West 57th St. Associates L.L.C., 60 East 42nd St. Associates L.L.C.
and Empire State Building Associates L.L.C. and a general partner in Garment Capitol Associates.
Thomas N. Keltner, Jr. is a member in 60 East 42nd St. Associates L.L.C. and Empire State Building Associates L.L.C. and a general partner in Garment Capitol Associates.
Item 11. Executive Compensation.
As stated in Item 10 hereof, Registrant had no directors or officers.
No remuneration was paid during the current fiscal year ended December 31, 2002 by Registrant to any of the Agents as such. As accrued through the 1999 sale of the Property, Registrant paid Supervisor, for supervisory services and disbursements, fees of $40,000 per annum, plus 10% of all distributions to Participants in any year in excess of the amount representing 23% per annum on the Participants' remaining cash investment in Registrant. The supervisory services provided to Registrant by Supervisor have included providing or coordinating counsel to Registrant, maintaining all of its partnership and Participant records, performing physical inspections of the Building, reviewing insurance coverage and conducting annual supervisory review meetings. Financial services included monthly receipt of rent from Sublessee, payment of monthly rent to the fee owner, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of rea l estate taxes, review of financial statements submitted to Registrant by Sublessee, review of financial statements and tax information prepared by Registrant's independent certified public accountant, and distribution of such materials to the Participants. Supervisor also prepared quarterly, annual and other periodic filings with the Securities and Exchange Commission and applicable state authorities. See Item 7 hereof. As noted in Items 1 and 10 of this report, the Agents are also members of Supervisor.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
(a) As stated in Items 1 and 10 hereof, Messrs. Peter L. Malkin and Thomas N. Keltner, Jr. were the Agents in Registrant acting for the Participants. Mr. Malkin's family have also owned equity interests in Sublessee. As a consequence of Mr. Malkin's family having an interest in Sublessee and both Mr. Malkin and Mr. Keltner being members of Supervisor, certain actual or potential conflicts of interest may arise with respect to the management and administration of the business of Registrant. However, under the respective participating agreements pursuant to which Mr. Malkin and Mr. Keltner acted as agents for the Participants, certain transactions required the prior consent from Participants owning a specified interest under the Agreements in order for them to act on their behalf. Such transactions included modifications and extensions of the Lease and the Sublease or the sale of the Property or substantially all of Registrant's other assets.
See Item 1 for a description of the terms of the Sublease. The interest of Mr. Malkin in the Sublease arose solely from the ownership of his family's interest in Sublessee, and he received no extra or special benefit not shared on a pro rata basis with all other equity owners in Sublessee, except that Mr. Malkin and Mr. Keltner, by reason of their respective member interests in Supervisor, may have received income attributable to any fees or remuneration paid to Supervisor for services rendered to Registrant and Sublessee. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Supervisor relating to supervisory services provided by Supervisor.
See Items 1 and 10 hereof for a description of the relationship between Registrant and Supervisor, of which the Agents in Registrant are among its members.
(b) Reference is made to paragraph (a) above.
(c) Not applicable.
(d) Not applicable.
Item 14. Evaluation of Disclosure Controls and Internal Control Procedures.
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 10-K.
(a)(1) Financial Statements:
Balance Sheets at December 31, 2002 and at December 31, 2001 (Exhibit A).
Statements of Income for the fiscal years ended December 31, 2002, 2001 and 2000 (Exhibit B).
Statement of Partners' Capital for the fiscal year ended December 31, 2002 (Exhibit C-1).
Statement of Partners' Capital for the fiscal year ended December 31, 2001 (Exhibit C-2).
Statement of Partners' Capital for the fiscal year ended December 31, 2000 (Exhibit C-3).
Statements of Cash Flows for the fiscal years ended December 31, 2002, 2001 and 2000 (Exhibit D).
Notes to Financial Statements for the fiscal years ended December 31, 2002, 2001 and 2000.
(2) Financial Statement Schedules:
List of Omitted Schedules.
(3) Exhibits: See Exhibit Index.
(b) No report on Form 8-K was filed by Registrant during the last quarter of the period covered by this report.
EXHIBIT A
NAVARRE-500 BUILDING ASSOCIATES
BALANCE SHEETS
(unaudited)
ASSETS
|
December 31, |
||
|
2002 |
2001 |
|
|
Current Assets: |
||
Escrow account held by Wien & Malkin LLP |
0 |
$1,018,852 |
|
TOTAL ASSETS |
0 |
$1,018,852 |
|
LIABILITIES AND PARTNERS' CAPITAL |
||
|
Current Liabilities |
$ - |
$ - |
|
Partners' Capital (Exhibit C) |
0 |
1,018,852 |
|
TOTAL LIABILITIES AND PARTNERS' CAPITAL |
$0 |
$1,018,852 |
EXHIBIT B
NAVARRE-500 BUILDING ASSOCIATES
STATEMENTS OF INCOME
(unaudited)
|
Year ended December 31, |
|||
|
2002 |
2001 |
2000 |
|
|
Revenues: |
|||
|
Rent income, from a related party (Note 3) |
$ - |
$ - |
$ - |
|
Expenses: |
|||
|
Leasehold rent (Note 4) |
- |
- |
- |
|
Supervisory services, to a related party (Note 5a) |
- |
- |
- |
|
Amortization of leasehold |
- |
- |
- |
|
Professional fees, including amounts to a related party (Note 5b) |
23,968 |
22,774 |
40,715 |
|
23,968 |
22,774 |
40,715 |
|
|
INCOME (LOSS) FROM OPERATIONS |
(23,968) |
(22,774) |
(40,715 ) |
|
Gain on (cost of)sale of leasehold (Note 1) |
- |
- |
(24,475) |
Interest and dividend income on purchase money note receivable and on proceeds thereof (Note 5c) |
15,748 |
106,650 |
235,877 |
|
|
15,748 |
106,650 |
211,402 |
NET INCOME, CARRIED TO PARTNERS' CAPITAL (NOTE 8) |
$ (8,220) |
$ 83,876 |
$ 170,687 |
Earnings per $5,000 participation unit, based on 640 participation units outstanding during each year: |
|||
|
Income (loss) from operations |
$ (37) |
$ (36) |
$ (64) |
Gain on or cost of sale of leasehold and interest and dividend income |
24 |
167 |
330 |
|
NET INCOME |
$ (13) |
$ 131 |
$ 266 |
EXHIBIT C-1
NAVARRE-500 BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2002
(unaudited)
|
Total |
Peter L. Malkin Group |
Thomas N. Keltner Jr. Group |
|
|
Partners' capital, January 1, 2002 |
1,018,852 |
509,426 |
$509,426 |
|
Share of net income (loss) |
(8,220) |
(4,110) |
(4,110) |
|
|
1,010,632 |
505,316 |
505,316 |
|
Distributions |
(1,010,632) |
(505,316) |
(505,316) |
|
PARTNERS' CAPITAL, DECEMBER 31, 2002 |
$0 |
$ 0 |
$ 0 |
EXHIBIT C-2
NAVARRE-500 BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2001
(unaudited)
|
Total |
Peter L. Malkin Group |
Thomas N. Keltner Jr. Group |
|
|
Partners' capital, January 1, 2001 |
$2,934,976 |
$1,467,488 |
$1,467,488 |
|
Share of net income |
83,876 |
41,938 |
41,938 |
|
|
3,018,852 |
1,509,426 |
1,509,426 |
|
Distributions |
2,000,000 |
1,000,000 |
1,000,000 |
|
PARTNERS' CAPITAL, DECEMBER 31, 2001 |
$1,018,852 |
$ 509,426 |
$ 509,426 |
EXHIBIT C-3
NAVARRE-500 BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2000
(unaudited)
|
Total |
Peter L. Malkin Group |
Thomas N. Keltner Jr. Group |
|
|
Partners' capital, January 1, 2000 |
$49,881,171 |
$24,940,586 |
$24,940,585 |
|
Share of net income |
170,687 |
85,343 |
85,344 |
|
50,051,858 |
25,025,929 |
25,025,929 |
|
|
Distributions |
47,116,882 |
23,558,441 |
23,558,441 |
|
PARTNERS' CAPITAL, DECEMBER 31, 2000 |
$ 2,934,976 |
$ 1,467,488 |
$ 1,467,488 |
EXHIBIT D
NAVARRE-500 BUILDING ASSOCIATES
STATEMENTS OF CASH FLOWS
(unaudited)
|
Year ended December 31, |
|||
|
2002 |
2001 |
2000 |
|
|
Cash flows from operating activities: |
|||
|
Net income (loss) |
$ (8,220) |
$ 83,876 |
$ 170,687 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|||
|
Amortization of leasehold |
- |
- |
- |
|
(Gain on) cost of sale of leasehold |
- |
- |
24,475 |
|
Accrued interest on purchase money note receivable. |
- |
- |
- |
Interest and dividend income on purchase money note receivable and on proceeds thereof. |
(15,748) |
(106,650) |
(235,877) |
|
Net cash provided by (used in)operating activities |
(23,968) |
(22,774) |
(40,715) |
|
Cash flows from investing activities: |
|||
|
Payments of expenses of sale of leasehold |
- |
- |
(246,664) |
Proceeds from purchase money note receivable and interest and dividend income thereon |
15,748 |
106,650 |
52,802,356 |
|
Net cash provided by (used in) investing activities |
15,748 |
106,650 |
52,555,692 |
|
Cash flows from financing activities: |
|||
|
Cash distributions |
(1,010,632) |
(2,000,000) |
(47,116,882) |
|
Short-term advances from (repayment to) partner |
- |
- |
(2,525,935) |
|
Net cash provided by (used in) Financing activities. |
(1,010,632) |
(2,000,000 ) |
(49,642,817) |
|
Net change in cash |
(1,018,852) |
(1,916,124) |
2,872,160 |
|
Cash, beginning of year |
1,018,852 |
2,934,976 |
62,816 |
|
Cash, end of year |
$ 0 |
$ 1,018,852 |
$ 2,934,976 |
|
Cash paid during year for interest |
$ - |
$ - |
$ 9,542 |
NAVARRE-500 BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Business Activity, Sale of Leasehold and Basis of Presentation
Until its dissolution on December 23, 1999 Navarre-500 Building Associates ("Associates") conducted its business as a general partnership which held the tenant's position in the master leasehold of property situated at 500 and 512 Seventh Avenue, New York, New York.
On December 23, 1999, the general partnership was dissolved coincidental with an in-kind liquidating distribution to its partners of all of Associates' assets, and was converted to a co-tenancy. Also, on that date, the co-tenants, operating as Navarre-500 Building Associates, the co-tenancy, sold their individual interests in the leasehold property for $52,500,000 and received in exchange a 5% purchase money note due on January 4, 2000. After December 23, 1999, the co-tenancy conducted its business as Navarre-500 Building Associates for the benefit of each of the co-tenants, on the same respective economic and investment terms as had existed before the partnership's legal dissolution. As a result of the foregoing and in order to reflect the substance of the conveyance of the property, the co-tenancy's transactions for the period subsequent to the dissolution of the general partnership have been combined in the accompanying financial statements with those of the general partnership.< /P>
The sale of the leasehold on December 23, 1999 resulted in a gain, computed as follows:
Sales proceeds allocated to co-tenants $52,500,000
Less costs of sale:
Unamortized cost of leasehold $ 158,919
Expenses of sale 2,712,647 2,871,566
Gain on sale of leasehold,
reported in 1999 $49,628,434
In 1999 the co-tenancy borrowed $2,525,935 from a partner, Peter L. Malkin. All of these funds were used to pay the above expenses of sale.
In 2000, the purchase money note receivable and accrued interest was collected in full, and additional expenses of sale were incurred by the co-tenancy, totaling $24,475.
NAVARRE-500 BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(continued)
2. Summary of Significant Accounting Policies
Use of Estimates:
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. Related Party Transactions - Rent Income
Rent income for the period January 1, 1999 to December 23, 1999 represents the annual basic rent of $1,167,500, under an operating sublease, as modified, with 500-512 Seventh Avenue Associates (the "Sublessee"). The term of the sublease was to expire in 2024. For 1999 the rent income of $1,139,254 is the annual basic rent, prorated through December 23, 1999, the date the leasehold was sold (Note 1).
A partner in Associates was also a partner in the Sublessee.
The sublease also provided for additional rent to be paid to Associates based on the Sublessee's net operating profit as defined.
4. Leasehold Rent
Leasehold rent paid during the year ended December 31, 1999 consisted of the annual net rent of $487,500 under an operating leasehold, as modified, with GSL Enterprises, Inc. For 1999 the annual net rent expense of $475,706 was prorated through December 23, 1999. Leasehold rent was paid pursuant to an operating lease whose term was to expire 2024.
5a. Related Party Transactions - Supervisory Services
Supervisory services (including disbursements and cost of regular accounting services) during the year ended December 31, 1999, totaling $40,000, was paid to the firm of Wien & Malkin LLP. Some members in that firm were also partners in Associates. Fees for
NAVARRE-500 BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(continued)
5a. Related Party Transactions - Supervisory Services (cont.)
supervisory services were paid pursuant to an agreement, which amount was based on a rate of return of investment achieved by the participants of Associates each year.
5b. Related Party Transactions - Professional Fees
Professional fees paid in 2002 and 2001 include $11,842 and $15,253, respectively, paid to the firm of Wien & Malkin LLP.
5c. Related Party Transactions - Interest Expense
Interest income in 2000 as shown net of interest expense of $9,542, paid to a partner on his advance in 1999 (Note 1) to cover expenses of sale of the leasehold.
6. Number of Participants
There were approximately 600 participants in the two participating groups at December 31st of each period presented.
7. Determination of Distributions to Participants
Cash distributions to participants during 2002 and 2001 represent mainly the net proceeds, including investment income thereon, from the purchase money note after sale of the leasehold (Note 1), less the co-tenancy's outstanding liabilities at December 31, 1999, and an amount held in escrow.
8. Distributions and Amount of Income per $5,000 Participation Unit
Distributions per $5,000 participation unit during the years 2002, 2001 and 2000, based on 640 participation units outstanding during each year, consisted of the following:
Year ended December 31,
2002 2001 2000
Income.......................... $ - $ 131 $ 266
Return of capital............... 1,579 2,994 73,354
TOTAL DISTRIBUTIONS......... $1,579 $3,125 $73,620
NAVARRE-500 BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(continued)
8. Distributions and Amount of Income per $5,000 Participation Unit (cont.)
Distributions in 1999 include non-cash distributions of $306 and cash distributions of $1,000. Income in 1999 per $5,000 participation unit includes $342 from gain on sale of leasehold and related income (Note 1).
Net income is computed without regard to income tax expense since Associates does not pay a tax on its income; instead, any such taxes are paid by the participants in their individual capacities.
NAVARRE-500 BUILDING ASSOCIATES
OMITTED SCHEDULES
The following schedules have been omitted as not applicable in the present instance:
SCHEDULE I - Condensed financial information of registrant.
SCHEDULE II - Valuation and qualifying accounts.
SCHEDULE III - Real estate and accumulated depreciation.
SCHEDULE IV - Mortgage loans on real estate.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Agents in Registrant, pursuant to Powers of Attorney, dated August 6, 1996 and May 14, 1998 (collectively, the "Power").
NAVARRE-500 BUILDING ASSOCIATES (Registrant)
By:/s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: April 15, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned as Attorney-in-Fact for each of the Agents in Registrant, pursuant to the Power, on behalf of the Registrant and as an Agent in Registrant on the date indicated.
By:/s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: April 15, 2003
________________________
* Mr. Katzman supervises accounting functions for Registrant.
CERTIFICATIONS
I, Stanley Katzman, certify that:
that material information relating to the registrant, is
made known to us by others within the Registrant
particularly during the period in which this annual
report is being prepared;
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
Date: April 15, 2003
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Member of Wien & Malkin LLP, Supervisor of Navarre-500 Building Associates
CERTIFICATIONS
I, Stanley Katzman, certify that:
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: