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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, 2003 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 (the "Exchange Act") 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
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. . . . . . . . . . . . . . . 11
Item 4. Controls and Procedures. . . . . . . . . . . . . . 14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
Current assets:
Cash and cash equivalents . . . . . $ 89,451 348,741
Interest and other receivables. . . 10,000 7,898
------------ ------------
Total assets. . . . . . . . $ 99,451 356,639
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 38,299 120,936
------------ ------------
Total current liabilities . 38,299 120,936
Notes payable to an affiliate -
long-term, including accrued
interest of $5,010,542 in 2003
and $4,631,375 in 2002. . . . . . . 30,010,542 29,631,375
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 30,048,841 29,752,311
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative cash distributions . . (480,000) (480,000)
Cumulative net earnings (losses). (10,765,691) (10,732,468)
------------ ------------
(11,244,691) (11,211,468)
------------ ------------
Limited partners (986 interests
at September 30, 2003):
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). (124,242,093) (123,721,598)
------------ ------------
(18,704,699) (18,184,204)
------------ ------------
Total partners' capital
accounts (deficits) . . . (29,949,390) (29,395,672)
------------ ------------
$ 99,451 356,639
============ ============
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Income:
Interest and
other income. . . . .$ 182 1,532 1,256 5,517
---------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . 127,778 721,454 379,167 2,128,692
Professional services . 8,476 30,727 105,261 58,046
General and
administrative. . . . 19,235 35,185 70,546 82,835
---------- ---------- ---------- ----------
155,489 787,366 554,974 2,269,573
---------- ---------- ---------- ----------
(155,307) (785,834) (553,718)(2,264,056)
Partnership's share of
earnings (loss) from
operations of uncon-
solidated venture . . . -- 1,999,786 -- 5,874,357
Venture partner's share
of venture operations . -- (19,998) -- (58,739)
---------- ---------- ---------- ----------
Net earnings
(loss). . . . .$ (155,307) 1,193,954 (553,718) 3,551,562
========== ========== ========== ==========
Net earnings
(loss) per
limited part-
nership
interest. . . .$ (148) 1,128 (528) 3,355
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ (553,718) 3,551,562
Items not requiring (providing) cash:
Partnership's share of earnings from
operations of unconsolidated
venture . . . . . . . . . . . . . . -- (5,874,357)
Venture partner's share of
venture operations. . . . . . . . . -- 58,739
Changes in:
Interest and other receivables. . . . (2,102) 73,937
Accounts payable. . . . . . . . . . . (82,637) (8,099)
Interest payable to affiliate . . . . 379,167 1,584,517
---------- ----------
Net cash provided by
(used in) operating
activities. . . . . . . . . . (259,290) (613,701)
---------- ----------
Cash flows from financing activities:
Fundings of demand note payable . . . . -- 544,175
---------- ----------
Net cash provided by
(used in) financing
activities. . . . . . . . . . -- 544,175
---------- ----------
Net increase (decrease)
in cash . . . . . . . . . . . (259,290) (69,526)
Cash and cash equivalents,
beginning of period . . . . . 348,741 475,931
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $ 89,451 406,405
========== ==========
Supplemental disclosure of cash flow
information:
Cash paid for interest to an affiliate. $ -- 544,175
========== ==========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2002,
which are included in the Partnership's 2002 Annual Report on Form 10-K
(File No. 0-13545) filed on June 20, 2003, 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 2002 Annual Report on Form 10-K.
The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interest in BFP, LP subsequent to the Effective Date through December 31,
2002 (the "Redemption Date"), when the Partnership's indirect interest in
BFP, LP was reduced to less than 1%. Because the Partnership has no future
funding obligations, is currently not expecting to receive distributions,
has no influence or control over the day-to-day affairs of BFP, LP and its
investment in BFP, LP has been reduced to less than 1%, subsequent to the
Redemption Date, the Partnership has discontinued the application of the
equity method of accounting, recorded its investment at zero and will no
longer recognize its share of earnings or losses from BFP, LP.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amounts 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 the restructuring in 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 and until December 31, 2002, the
Partnership owned through JMB 245 Park Avenue Holding Company, LLC ("245
Park Holding") an approximate 5.4% general partner interest represented by
5,673.751 Class A Units in Brookfield Financial Properties, L.P. ("BFP,
LP"), formerly known as World Financial Properties, L.P. On December 31,
2002, 90% of 245 Park Holding's interest in BFP, LP was redeemed, as
described below. BFP, LP is a joint venture that holds equity investments
in commercial office buildings located in New York, New York and Boston,
Massachusetts. Business activities consist of rentals to a variety of
commercial companies and the ultimate sale or disposition of such real
estate. 245 Park Holding is a limited liability company in which the
Partnership is a 99% member and WFP Property G.P. Corp. ("WFP, GP"), which
is an affiliate of the managing general partner of BFP, LP, is a 1% member.
The accompanying consolidated financial statements include the accounts of
the Partnership and its majority-owned limited liability company, 245 Park
Holding, which was formed November 21, 1996 ("Effective Date"). The effect
of all transactions between the Partnership and its consolidated venture
has been eliminated.
Prior to repayment to JMB (described below) the Partnership had three
term loan notes payable to JMB. One (the "LIBOR Note") of the term loan
notes had an outstanding principal balance of $16,042,000 and bore interest
at a variable rate related to LIBOR plus 2.625% per annum. The other two
term loan notes had an aggregate outstanding principal balance of
approximately $27,195,000 and bore interest at 2% per annum, which accrued
and compounded annually. JMB Realty Corporation ("JMB") had made various
advances to the Partnership, evidenced by a demand note, to make principal
and interest payments on the term loan notes and to pay operating costs of
the Partnership. As of December 31, 2002, JMB had advanced approximately
$12,376,000 on this demand note. Interest accrued on these advances at the
annual rate of prime (as such prime rate changed from time to time) plus
1%. At December 31, 2002, principal and accrued interest on this demand
note aggregated approximately $16,765,000.
Effective January 3, 2001, the Partnership and JMB agreed to extend
the maturity date of the term loan notes from December 31, 1998 to
January 2, 2006 and otherwise to follow literally the various terms of the
notes. As a result, the parties agreed that the Partnership would be
required to pay default interest on each of the three term loan notes (at
the prime rate plus 3% per annum) for the period from the maturity date of
December 31, 1998 to January 3, 2001, the effective date on which JMB and
the Partnership agreed to extend each of the notes. Accordingly,
incremental interest cost relating to the default interest rate aggregating
approximately $7.7 million was recorded as expense in the year ended
December 31, 2000. Under the extended notes, interest accrued under the
same terms as applicable to the term loan notes prior to December 31, 1998.
Interest was due and payable monthly on the LIBOR Note with the outstanding
principal due and payable on January 2, 2006. All principal and accrued
and compounded interest on the other term loan notes (including the note
representing the interest rate swap payment) were due and payable on
January 2, 2006. Further, all outstanding interest as of December 31, 2000
on the LIBOR Note (approximately $10.8 million) was due and payable
immediately. In 2001, the Partnership issued a new demand note payable to
JMB, secured by the Partnership's interest in BFP, LP and bearing interest
at the prime rate (as such prime rate changed from time to time) plus 1%
per annum with interest accruing and compounding quarterly. Through
December 31, 2002, JMB had advanced approximately $12,903,000 to the
Partnership pursuant to the new demand note. The Partnership used the
advances to pay the outstanding interest on the LIBOR Note through
December 31, 2002 of approximately $12,903,000. As discussed below, on
December 31, 2002, the Partnership repaid to JMB the new demand note
balance, including accrued interest, of approximately $14,267,000. In
addition, the Partnership repaid to JMB (i) the LIBOR Note balance,
including accrued interest, of approximately $16,098,000, (ii) approxi-
mately $8,418,000, including principal and accrued interest on the other
two term loan notes and (iii) the original demand note principal balance
and accrued interest of approximately $16,765,000. The Partnership also
reversed previously accrued interest of $4,158,000 (of which approximately
$483,000 was related to one of the term loan notes).
The Partnership's interest in BFP, LP was pledged as collateral for
the term loan notes and demand notes (collectively, the "JMB Notes") which
aggregated approximately $89,337,000 in principal and interest at
December 31, 2002 (prior to repayment to JMB). The security agreements for
the JMB Notes required mandatory payment of principal and interest out of
any net proceeds received upon the sale, refinancing or other disposition
of, or any distribution made with respect to, the Partnership's interest in
BFP, LP.
On December 31, 2002 (the "Redemption Date") 245 Park Holding entered
into a redemption agreement (the "Partial Redemption") by and among 245
Park Holding, WFP, GP and BFP, LP pursuant to which 245 Park Holding
transferred and BFP, LP thereby redeemed 5,106.376 Class A Units from 245
Park Holding, or 90% of its approximate 5.4% interest, (the "Redeemed
Interest") in BFP, LP, and 245 Park Holding received a distribution of
approximately $56,109,000 (the "Redemption Distribution"). 245 Park
Holding's remaining interest in BFP, LP consists of 567.375 Class A Units
(the "Retained Interest"). In accordance with the 245 Park Holding limited
liability company agreement, 245 Park Holding distributed approximately
$55,548,000 (99% of the Redemption Distribution) to the Partnership and
approximately $561,000 (1% of the Redemption Distribution) to WFP, GP. The
Partnership received its share of the Redemption Distribution on the
Redemption Date and in accordance with the security agreements relating to
the JMB Notes, the Partnership then paid to JMB approximately $55,548,000
as repayment toward the JMB Notes. The Partnership reversed previously
accrued interest of approximately $4,158,000 and accordingly, four of the
five notes outstanding were retired. The unpaid principal and accrued
interest balance on the remaining JMB Note at September 30, 2003, was
approximately $30,011,000. Interest on the remaining JMB Note accrues at a
rate of 2% per annum and is compounded annually. The remaining JMB Note is
secured by the Partnership's interest in BFP, LP.
The Partnership recognized a net gain of approximately $79,194,000 in
2002 on the Partial Redemption for financial reporting purposes. No gain
was recognized by the Partnership for Federal income tax purposes.
BFP, LP has a substantial amount of indebtedness outstanding. If any
of the buildings in which BFP, LP has an interest are sold, any proceeds
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP. In any event, any net proceeds obtained by the Partnership
could then be available to satisfy the remaining JMB Note. Only after such
applications would any remaining proceeds be available to be distributed to
the Holders of Interests. Similarly, in the event of a sale or other
disposition of the Retained Interest (including a redemption), the
Partnership's share of the proceeds of such sale or disposition would be
available to satisfy the remaining JMB Note. Only after such application
would remaining proceeds, if any, be available to be distributed to the
Holders of Interests.
It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of gain
for Federal income tax purposes as a result of one or more transactions
which may occur over the remaining term of the Partnership. These
transactions include (i) a full or partial sale or other disposition of the
245 Park Avenue property or other properties in which BFP, LP owns an
interest; (ii) a sale or other disposition of the Partnership's interest in
BFP, LP (including a redemption of the Retained Interest); or (iii) a
significant reduction in the indebtedness of the 245 Park Avenue property
or other indebtedness of the Partnership for Federal income tax purposes.
Moreover, none of these potential transactions is expected to result in
Holders of Interests receiving any significant cash distributions. The
amount of gain for Federal income tax purposes to be allocated to a Holder
of Interests over the remaining term of the Partnership is expected to be,
at a minimum, equal to all or most of the amount of such Holder's deficit
capital account for tax purposes. Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holder of
Interests. The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.
Under the terms of the JMB Transaction Agreement executed in 1996, the
Partnership had the right, except under certain circumstances, to prohibit
(i) a sale of the 245 Park Avenue property prior to January 2, 2000 and
(ii) a reduction of the indebtedness secured by the property below a
certain level prior to January 2, 2003. As a result of the expiration of
these provisions, BFP, LP has notified the Partnership that it sold a 49%
interest in the 245 Park Avenue property to an unaffiliated third party on
October 2, 2003. As a result of such transaction, and subject to the terms
of the transaction, a substantial amount of gain for Federal income tax
purposes could be allocated to the Holders of Interests without any
distribution of cash. The final determination of the gain for Federal
income tax purposes may not be available until approximately March 30, 2004
because BFP, LP is pursuing the possibility of a like-kind exchange. (In a
like-kind exchange, all or some of the net proceeds from the sale of the
49% interest in the 245 Park Avenue property would be used to acquire an
interest in a similar property or properties.) Such exchange, if completed
within the 180 days allowed by tax law, would defer all or a portion of the
gain otherwise allocated to the Partnership. The decision to enter into a
like-kind exchange is up to the managing general partner of BFP, LP, which
is controlled by its parent company, Brookfield Properties Corporation. As
a result, the Partnership does not control the decision to engage in a
like-kind exchange. There is no assurance that a like-kind exchange will
be completed. The Partnership is not expecting to receive any significant
sale proceeds from the sale of the 49% interest in 245 Park Avenue. As
discussed above, it is unlikely that the Holders of Interests ever will
receive any significant portion of their original investment.
TRANSACTIONS WITH AFFILIATES
The Partnership had three term loan notes and two demand notes payable
to JMB during 2002. During 2002, interest of $712,198 was accrued on the
original demand note at the annual rate of prime (as such prime rate
changed from time to time) plus 1%, interest of $719,088 was accrued on the
LIBOR Note at the annual rate of LIBOR (as such LIBOR rate changed from
time to time) plus 2.625%, interest of $773,693 was accrued on the new
demand note at the annual rate of prime (as such prime rate changed from
time to time) plus 1%, compounded quarterly, interest of $573,976 was
accrued on the $25,000,000 term loan at the annual rate of 2%, compounded
annually, and interest of $50,387 was accrued on the $2,194,631 term loan
at the annual rate of 2%, compounded annually. In addition, during 2002,
JMB advanced $662,951 to the Partnership pursuant to the new demand note
and the Partnership used the advances to pay the outstanding interest on
the LIBOR Note in 2002. On December 31, 2002, the Partnership paid to JMB
approximately $55,548,000 as repayment of principal and accrued interest on
two of the term loan notes and the two demand notes. The Partnership
reversed previously accrued interest of approximately $4,158,000 and
accordingly, four of the five notes outstanding were retired. The unpaid
principal and accrued interest balance on the remaining JMB Note at
September 30, 2003 and December 31, 2002, was approximately $30,011,000 and
$29,631,000, respectively. The remaining JMB Note, which is secured by the
Partnership's interest in BFP, LP, accrues interest at 2% per annum, with
interest compounded annually. For the nine months ended September 30, 2003
and 2002, the Partnership incurred approximately $379,000 and $2,129,000,
respectively, for interest on the remaining term loan note in 2003 and on
the demand notes and term loan notes in 2002. JMB advanced approximately
$544,000 to the Partnership through the new demand note to pay outstanding
accrued interest on the LIBOR Note of approximately $544,000 for the nine
months ended September 30, 2002.
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 $18,564 and $37,798 for
the nine months ended September 30, 2003 and 2002, respectively, payable to
an affiliate of the Corporate General Partner for portfolio management,
legal and accounting services, of which $969 was unpaid as of September 30,
2003.
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 nine months
ended September 30, 2002 is as follows:
2002
--------
(000's)
Total income . . . . . . . . . . . . . . . $339,614
========
Operating income . . . . . . . . . . . . . $ 74,399
========
Partnership's share of income. . . . . . . $ 4,033
========
The Partnership's share of income amount differs from the amount
recorded by the Partnership due to the amortization of the basis difference
discussed below.
BFP, LP adopted fresh start accounting in connection with the
restructuring, which resulted in the restatement of all of its assets and
liabilities to reflect their reorganization value. Through the Redemption
Date, the Partnership amortized the difference between its historical basis
in 245 Park and its underlying equity (which was transferred to the basis
in BFP, LP on the Effective Date) over a period not to exceed forty years.
The amortization for the nine month period ended September 30, 2002 was
$1,841,357. On the Redemption Date the Partnership's interest in BFP, LP
was reduced to less than 1%. As a consequence, the Partnership has
discontinued the application of the equity method of accounting, recorded
its investment at zero and will no longer recognize its share of earnings
or losses from BFP, LP. The Partnership has no obligation to make future
contributions to BFP, LP.
The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional advances from JMB Realty Corporation
("JMB") and there is no assurance that such advances will continue to be
made.
ADJUSTMENTS
Subject to the accuracy and completeness of the financial information
provided to the Partnership by BFP, LP for 2002, 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 financial statements as of September 30, 2003 and for the
three and nine months ended September 30, 2003 and 2002.
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 consolidated
financial statements for additional information concerning the
Partnership's investment property. Capitalized terms used herein but not
defined have the same meanings as in the Partnership's 2002 Annual Report
on Form 10-K.
The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional advances from JMB Realty Corporation
("JMB") and there is no assurance that such advances will continue to be
made.
On December 31, 2002 (the "Redemption Date") 245 Park Holding entered
into a redemption agreement (the "Partial Redemption") by and among 245
Park Holding, WFP, GP and BFP, LP pursuant to which 245 Park Holding
transferred and BFP, LP thereby redeemed 5,106.376 Class A Units from 245
Park Holding, or 90% of its approximate 5.4% interest, (the "Redeemed
Interest") in BFP, LP, and 245 Park Holding received a distribution of
approximately $56,109,000 (the "Redemption Distribution"). 245 Park
Holding's remaining interest in BFP, LP consists of 567.375 Class A Units
(the "Retained Interest"). In accordance with the 245 Park Holding limited
liability company agreement, 245 Park Holding distributed approximately
$55,548,000 (99% of the Redemption Distribution) to the Partnership and
approximately $561,000 (1% of the Redemption Distribution) to WFP, GP. The
Partnership received its share of the Redemption Distribution on the
Redemption Date and in accordance with the security agreements relating to
the JMB Notes, the Partnership then paid to JMB approximately $55,548,000
as repayment toward the JMB Notes. The Partnership reversed previously
accrued interest of approximately $4,158,000 and accordingly, four of the
five notes outstanding were retired. The unpaid principal and accrued
interest balance on the remaining JMB Note at September 30, 2003 was
approximately $ 30,011,000. The remaining JMB Note, which is secured by
the Partnership's interest in BFP, LP, accrues interest at 2% per annum,
with the interest compounded annually.
In connection with the Partial Redemption, the limited partnership
agreement of BFP, LP was amended (the "Amendment") to, among other things,
incorporate certain provisions from the JMB Transaction Agreement,
including the right of the Partnership to consent to the nomination of an
independent director to the board of directors of Brookfield Properties
Corporation ("BPC"), the parent company of the managing general partner of
BFP, LP. The JMB Transaction Agreement, as well as the Registration Right
Agreement between 245 Park Holding and BFP, LP, were otherwise terminated
in connection with the Amendment. The Amendment also generally provides
that in the event either (i) a sale or other disposition of the 245 Park
Avenue Building by BFP, LP results in the recognition by the Partnership of
gain for Federal income tax purposes, or (ii) as a result of a merger or
consolidation of BFP, LP, the Partnership thereafter holds less than one-
half of its original Retained Interest in a form which does not give rise
to a material amount of gain for Federal income tax purposes, the
Partnership may elect to sell to BFP, LP, or BFP, LP may elect to redeem
from the Partnership, the Retained Interest at its fair market value (as
defined in the BFP, LP partnership agreement) per Class A Unit, but in no
event less than 80% ($8,790), and no greater than 120% ($13,186), of the
Redemption Distribution per Class A Unit in the Partial Redemption.
BFP, LP has had the right to sell the 245 Park Avenue property without
the consent of the Partnership since January 2000. In the Amendment, BFP,
LP is obligated to use its commercially reasonable efforts, in any
agreement of merger or consolidation entered into by BFP, LP on or before
December 2007, to the extent that the consideration is comprised in whole
or in part of equity interests, to provide for the Partnership to obtain
its share of such equity interests in a form such that the Partnership will
not recognize a material amount of gain for Federal income tax purposes.
If BFP, LP, having used its commercially reasonable efforts, is unable to
provide for the Partnership to receive such an equity interest, BFP, LP
must pay to the Partnership, in addition to the Partnership's share of the
merger consideration, a cash amount equal to the percentage of the merger
consideration in the form of equity multiplied by a number which is $14
million in 2003 and which decreases by $1.5 million per year through the
year 2007.
As noted below, BFP, LP has notified the Partnership that it sold a
49% interest in the 245 Park Avenue property to an unaffiliated third party
on October 2, 2003.
In April 2003, BFP, LP refinanced One World Financial Center in Lower
Manhattan with a $300 million recourse, three-year first mortgage credit
facility. An additional $102 million in financing was obtained upon
closing. The previous $402 million mortgage loan carried an interest rate
of 7.51% and a maturity of November 2003. The new financing bears interest
at a floating rate of LIBOR plus 2% per annum.
Persons who are interested in obtaining more information concerning
BFP, LP should be aware that BPC files periodic reports and other informa-
tion, which includes information about BFP, LP and its assets and
operations, with the U.S. Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
BPC's filings with the SEC are available to the public through the SEC's
Electronic Data Gathering, Analysis and Retrieval system accessible through
the SEC's web site at http://www.sec.gov. Interested persons also may read
and copy any report, statement or other information that BPC has filed with
the SEC at its Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549, or may call the SEC for more information on obtaining
information from the SEC's public reference rooms. This description is
provided for informational purposes only. The Partnership does not
prepare, and is not responsible for the preparation of, any of BPC's
reports or other information it files with the SEC. Those reports and
other information are not intended to be incorporated by reference into
this report on Form 10-Q, and the Partnership has no responsibility for the
accuracy of any information included in BPC's reports or other information.
BFP, LP has a substantial amount of indebtedness outstanding. If any
of the buildings in which BFP, LP has an interest are sold, any proceeds
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP. In any event, any net proceeds obtained by the Partnership
could then be available to satisfy the remaining note payable and interest
to JMB. Only after such applications would any remaining proceeds be
available to be distributed to the Holders of Interests. Similarly, in the
event of a sale or other disposition of the Retained Interest (including a
redemption pursuant to an election discussed above), the Partnership's
share of the proceeds of such sale or disposition would be available to
satisfy the remaining JMB Note. Only after such application would
remaining proceeds, if any, be available to be distributed to the Holders
of Interests.
It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of gain
for Federal income tax purposes as a result of one or more transactions
which may occur over the remaining term of the Partnership. These
transactions include (i) a full or partial sale or other disposition of the
245 Park Avenue property or other properties in which BFP, LP owns an
interest; (ii) a sale or other disposition of the Partnership's interest in
BFP, LP (including a redemption of the Retained Interest); or (iii) a
significant reduction in the indebtedness of the 245 Park Avenue property
or other indebtedness of the Partnership for Federal income tax purposes.
Moreover, none of these potential transactions is expected to result in
Holders of Interests receiving any significant cash distributions. The
amount of gain for Federal income tax purposes to be allocated to a Holder
of Interests over the remaining term of the Partnership is expected to be,
at a minimum, equal to all or most of the amount of such Holder's deficit
capital account for tax purposes. Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holder of
Interests. The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.
Under the terms of the JMB Transaction Agreement executed in 1996, the
Partnership had the right, except under certain circumstances, to prohibit
(i) a sale of the 245 Park Avenue property prior to January 2, 2000 and
(ii) a reduction of the indebtedness secured by the property below a
certain level prior to January 2, 2003. As a result of the expiration of
these provisions, BFP, LP has notified the Partnership that it sold a 49%
interest in the 245 Park Avenue property to an unaffiliated third party on
October 2, 2003. As a result of such transaction, and subject to the terms
of the transaction, a substantial amount of gain for Federal income tax
purposes could be allocated to the Holders of Interests without any
distribution of cash. The final determination of the gain for Federal
income tax purposes may not be available until approximately March 30, 2004
because BFP, LP is pursuing the possibility of a like-kind exchange. (In a
like-kind exchange, all or some of the net proceeds from the sale of the
49% interest in the 245 Park Avenue property would be used to acquire an
interest in a similar property or properties.) Such exchange, if completed
within the 180 days allowed by tax law, would defer all or a portion of the
gain otherwise allocated to the Partnership. The decision to enter into a
like-kind exchange is up to the managing general partner of BFP, LP, which
is controlled by its parent company, BPC. As a result, the Partnership
does not control the decision to engage in a like-kind exchange. There is
no assurance that a like-kind exchange will be completed. The Partnership
is not expecting to receive any significant sale proceeds from the sale of
the 49% interest in 245 Park Avenue. As discussed above, it is unlikely
that the Holders of Interests ever will receive any significant portion of
their original investment.
RESULTS OF OPERATIONS
The decrease in cash at September 30, 2003 as compared to December 31,
2002 is primarily due to payments for professional services and general and
administrative expenses in 2003, including amounts that were payable at
December 31, 2002.
The decrease in accounts payable at September 30, 2003 as compared to
December 31, 2002 is primarily due to the timing of payment of certain
legal fees of the Partnership related to the partial redemption of the
Partnership's interest in BFP, LP in December 2002.
The decrease in interest expense for the three and nine months ended
September 30, 2003 as compared to the same periods in 2002 is primarily due
to the repayments toward the JMB Notes made on December 31, 2002.
The increase in professional services for the nine months ended
September 30, 2003 as compared to the same period in 2002 is primarily due
to an increase in costs for accounting services rendered in 2003 in
connection with the partial redemption of the Partnership's interest in
BFP, LP in December 2002.
The elimination of the recognition by the Partnership of a share of
earnings (loss) from operations of unconsolidated venture and venture
partner's share of venture operations for the three and nine months ended
September 30, 2003 is due to the partial redemption of the Partnership's
interest in BFP, LP in December 2002. Because the Partnership has no
future funding obligations, is currently not expecting to receive
distributions, has no influence or control over the day-to-day affairs of
BFP, LP and its investment in BFP, LP has been reduced to less than 1%,
subsequent to the Redemption Date, the Partnership has discontinued the
application of the equity method of accounting, recorded its investment at
zero and no longer recognizes its share of earnings or losses from BFP, LP.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of the end of the
period covered by this report. Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Partnership's disclosure controls and procedures were effective as of
the end of the period covered by this report to ensure that information
required to be disclosed in this report was recorded, processed, summarized
and reported within the time period specified in the applicable rules and
form of the Securities and Exchange Commission for this report.
Due to its owning only a minority (approximately .5% as of
December 31, 2002) interest in BFP, LP, the Partnership's information
concerning BFP, LP, its properties, other assets and operations is limited
to and dependent upon the information provided to the Partnership by BFP,
LP and on publicly available information. As a result, the information
that the Partnership has included in this report concerning such matters
may not be the most current or complete. The Partnership's disclosure
controls and procedures do not include the disclosure controls and
procedures of BFP, LP, for which the Partnership has no responsibility.
PART II. OTHER INFORMATION
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 the Partnership's Report for June 30, 2002
on Form 10-Q (File No. 0-13545) dated August 21, 2002.
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.
31. Certifications pursuant to Rule 13a-14(a)/15d-14(a) of
the Securities and Exchange Commission are filed
herewith.
32. Certifications pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 are filed herewith.
(b) No reports on Form 8-K were filed during the quarter for
which this report is filed.
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: November 14, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacities
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 14, 2003