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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 2004 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 312-440-4800
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 bp-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. . . . . . . . . . . . . . . 8
Item 4. Controls and Procedures. . . . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004 AND DECEMBER 31, 2003
(UNAUDITED)
ASSETS
------
JUNE 30, DECEMBER 31,
2004 2003
------------ ------------
Current assets:
Cash and cash equivalents . . . . . $ 13,290 63,619
Other receivables (net of allowance
for doubtful receivables of
$51,026 in 2004). . . . . . . . . 11 9,986
------------ ------------
Total assets. . . . . . . . $ 13,301 73,605
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 88,119 55,946
Advances from an affiliate. . . . . 85,000 --
------------ ------------
Total current liabilities . 173,119 55,946
Note payable to an affiliate -
long-term, including accrued
interest of $4,631,375 at June 30,
2004 and December 31, 2003. . . . . 30,389,209 30,131,375
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 30,562,328 30,187,321
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative cash distributions . . (480,000) (480,000)
Cumulative net earnings (losses). (10,801,670) (10,775,551)
------------ ------------
(11,280,670) (11,254,551)
------------ ------------
Limited partners (982 interests
at June 30, 2004):
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). (124,805,751) (124,396,559)
------------ ------------
(19,268,357) (18,859,165)
------------ ------------
Total partners' capital
accounts (deficits) . . . (30,549,027) (30,113,716)
------------ ------------
$ 13,301 73,605
============ ============
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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Income:
Interest income . . . . $ 32 373 100 1,074
--------- --------- --------- ---------
Expenses:
Interest. . . . . . . . 128,917 126,389 257,834 251,389
Professional services . 48,896 41,859 68,838 96,785
General and
administrative. . . . 78,582 24,987 108,739 51,311
--------- --------- --------- ---------
256,395 193,235 435,411 399,485
--------- --------- --------- ---------
Net earnings
(loss). . . . . . $(256,363) (192,862) (435,311) (398,411)
========= ========= ========= =========
Net earnings
(loss) per
limited
partnership
interest. . . . . $ (246) (184) (417) (380)
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ (435,311) (398,411)
Items not requiring (providing) cash:
Changes in:
Other receivables . . . . . . . . . . 9,975 (2,143)
Accounts payable. . . . . . . . . . . 32,173 (67,180)
Advances from an affiliate. . . . . . 85,000 --
Interest payable to affiliate . . . . 257,834 251,389
---------- ----------
Net cash provided by
(used in) operating
activities. . . . . . . . . . (50,329) (216,345)
---------- ----------
Net increase (decrease)
in cash . . . . . . . . . . . (50,329) (216,345)
Cash and cash equivalents,
beginning of period . . . . . 63,619 348,741
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $ 13,290 132,396
========== ==========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2003,
which are included in the Partnership's 2003 Annual Report on Form 10-K
(File No. 0-13545) filed on March 30, 2004, 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 2003 Annual Report on Form 10-K.
The equity method of accounting was applied 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 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.
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
BFP, LP has had the right to sell the 245 Park Avenue property without
the consent of the Partnership since January 2000. BFP, LP notified the
Partnership that it sold a 49% interest in the 245 Park Avenue property to
an unaffiliated third party on October 2, 2003. The Partnership is not
expecting to receive any proceeds from the sale of the 49% interest in 245
Park Avenue. However, as a result of such transaction, a substantial
amount of gain for Federal and state income tax purposes was allocated to
the Holders of Interests without any distribution of cash. Under certain
circumstances, the Partnership may have obligations for Federal or state
withholding or payment of estimated tax payments on behalf of certain
Holders of Interests. Notwithstanding any such obligations, the
Partnership believes that the Holders of Interests have the ultimate
responsibility for the timely filing of state and Federal tax returns and
the payment of all related taxes, including the reimbursement to the
Partnership of all estimated tax payments made on their behalf.
The Partnership's future liquidity and ability to continue as a going
concern is dependent upon additional advances from JMB and there is no
assurance that such advances will be made.
TRANSACTIONS WITH AFFILIATES
The unpaid principal and accrued interest balance on the Partnership's
remaining JMB Note payable at June 30, 2004 and December 31, 2003, was
approximately $30,389,000 and $30,131,000, respectively. The remaining JMB
Note, which is secured by the Partnership's interest in BFP, LP, and which
matures in January 2006, accrues interest at 2% per annum, with interest
compounded annually and included in principal. For the six months ended
June 30, 2004 and 2003, the Partnership incurred approximately $258,000 and
$251,000, respectively, for interest on the remaining JMB Note.
During the second quarter of 2004, and through the date of this
report, $85,000 has been advanced to the Partnership from JMB. These
advances are expected to be evidenced by a demand note bearing interest at
prime plus 1 percent and secured by the Partnership's interest in BFP, LP.
JMB is under no obligation to make further advances and has the right to
require repayment of advances previously made together with accrued and
unpaid interest at any time.
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 costs of $9,057 and
$17,247 for the six months ended June 30, 2004 and 2003, respectively, for
portfolio management, legal and accounting services, of which $6,876 was
unpaid as of June 30, 2004.
Any reimbursable amounts currently payable to the General Partners and
their affiliates do not bear interest.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying financial statements as of June 30, 2004 and
for the three and six months ended June 30, 2004 and 2003.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2003 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. During the second quarter of 2004, and through the date of this
report, $85,000 has been advanced to the Partnership from JMB. These
advances are expected to be evidenced by a demand note bearing interest at
prime plus 1 percent and secured by the Partnership's interest in BFP, LP.
JMB is under no obligation to make further advances and has the right to
require repayment of advances previously made together with accrued and
unpaid interest at any time.
In connection with the Partial Redemption, the limited partnership
agreement of BFP, LP was amended (the "Amendment") to, among other things,
provide for 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 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 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 Redemption.
Under the terms of 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 is reduced by $1.5 million per year through the
year 2007.
BFP, LP has had the right to sell the 245 Park Avenue property without
the consent of the Partnership since January 2000. BFP, LP notified the
Partnership that it sold a 49% interest in the 245 Park Avenue property to
an unaffiliated third party on October 2, 2003. The Partnership is not
expecting to receive any proceeds from the sale of the 49% interest in 245
Park Avenue. However, as a result of such transaction, a substantial
amount of gain for Federal and state income tax purposes was allocated to
the Holders of Interests without any distribution of cash. Under certain
circumstances, the Partnership may have obligations for Federal or state
withholding or estimated tax payments on behalf of certain Holders of
Interests. Notwithstanding any such obligations, the Partnership believes
that the Holders of Interests have the ultimate responsibility for the
timely filing of state and Federal tax returns and the payment of all
related taxes, including the reimbursement to the Partnership of all
estimated tax payments made on their behalf.
Persons who are interested in obtaining information concerning BPC
should be aware that it files periodic reports and other information, 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. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
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 and any advances
made by 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 and any advances made by JMB. 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
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) a sale or other disposition of BFP, LP's
remaining interest in 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
and state income tax purposes. Moreover, none of these transactions is
expected to result in Holders of Interests receiving any significant cash
distributions. The amount of gain for Federal and state 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.
RESULTS OF OPERATIONS
The operations of the Partnership in 2004 have been funded in part by
advances ($85,000 during the second quarter) from JMB.
The decrease in cash at June 30, 2004 as compared to December 31, 2003
is due in part to payments for professional services and general and
administrative expenses in 2004, including amounts that were payable at
December 31, 2003. The decrease in cash was partially offset by the
advances from JMB.
An additional decrease in cash at June 30, 2004 as compared to
December 31, 2003 is primarily due to the Federal income tax withholding
amount of approximately $41,000 paid by the Partnership in 2004 to the
Internal Revenue Service on behalf of a certain Holder of Interests. This
tax withholding obligation arises as a result of the gain realized for
Federal income tax purposes from the sale of the 49% interest in the 245
Park Avenue property. The Partnership is required to withhold and pay to
the Internal Revenue Service an amount equal to a specified percentage of
such gain that is allocable to a Holder of Interests who is a non-resident
alien. The Partnership has recorded a corresponding receivable due from
such Holder of Interests in the amount of the withholding since such Holder
of Interests has the ultimate responsibility for the payment of the Federal
income taxes due. However, since there is no assurance that the
Partnership will be able to collect all or any portion of the receivable
from such Holder of Interests, the Partnership has recorded a provision for
doubtful receivables of approximately $51,000 in the second quarter of
2004, which includes approximately $10,000 from prior years' receivables
from such Holder of Interests.
The increase in accounts payable at June 30, 2004 as compared to
December 31, 2003 is primarily due to unpaid amounts for accounting
services at June 30, 2004.
The decrease in professional services for the six months ended
June 30, 2004 as compared to the same period in 2003 is primarily due to
higher costs for accounting services rendered in connection with the
partial redemption of the Partnership's interest in BFP, LP in December
2002.
The increase in general and administrative expenses for the three and
six months ended June 30, 2004 as compared to the same periods in 2003 is
primarily due to the above-mentioned provision for doubtful receivables
recognized in the second quarter of 2004.
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.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.1. 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.
3.2. 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.
31.1. Certification of Principal Executive Officer Pursuant
to Rule 13a-14(a)/15d-14(a) of the Securities and
Exchange Act of 1934, as amended, is filed herewith.
31.2. Certification of Principal Financial Officer Pursuant
to Rule 13a-14(a)/15d-14(a) of the Securities and
Exchange Act of 1934, as amended, is 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 registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
BY: JMB Park Avenue, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: August 13, 2004
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: August 13, 2004