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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 March 31, 2005 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 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. . . . . . . . . . . . . . . 9
Item 4. Controls and Procedures. . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND DECEMBER 31, 2004
ASSETS
------
MARCH 31,
2005 DECEMBER 31,
(UNAUDITED) 2004
------------ ------------
Current assets:
Cash and cash equivalents . . . . . $ 8,609 40,342
Other receivables . . . . . . . . . 12 57
------------ ------------
Total assets. . . . . . . . $ 8,621 40,399
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 107,004 64,422
Demand note payable to an affiliate,
including accrued interest of
$4,669 at March 31, 2005 and
$1,116 at December 31, 2004 . . . 236,669 223,116
------------ ------------
Total current liabilities . 343,673 287,538
Note payable to an affiliate -
long-term, including accrued
interest of $421,209 at March 31,
2005 and $401,789 at December 31,
2004. . . . . . . . . . . . . . . . 3,903,493 3,884,073
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 4,247,166 4,171,611
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
MARCH 31, 2005 AND DECEMBER 31, 2004
(UNAUDITED)
MARCH 31,
2005 DECEMBER 31,
(UNAUDITED) 2004
------------ ------------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 26,664,247 26,664,247
Cumulative cash distributions . . (480,000) (480,000)
Cumulative net losses . . . . . . (10,822,836) (10,816,396)
------------ ------------
15,361,411 15,367,851
------------ ------------
Limited partners (965 interests):
Capital contributions,
net of offering costs . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . (7,520,000) (7,520,000)
Cumulative net losses . . . . . . (125,137,350) (125,036,457)
------------ ------------
(19,599,956) (19,499,063)
------------ ------------
Total partners' capital
accounts (deficits) . . . (4,238,545) (4,131,212)
------------ ------------
$ 8,621 40,399
============ ============
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
--------- --------
Income:
Interest income . . . . . . . . . . . . . $ 64 68
--------- --------
Expenses:
Interest. . . . . . . . . . . . . . . . . 22,973 128,917
Professional services . . . . . . . . . . 59,670 19,942
General and administrative. . . . . . . . 24,754 30,157
--------- --------
107,397 179,016
--------- --------
Net loss. . . . . . . . . . . . . . . $(107,333) (178,948)
========= ========
Net loss per limited
partnership interest. . . . . . . . $ (105) (171)
========= ========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
-------- --------
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . $(107,333) (178,948)
Items not requiring (providing) cash:
Changes in:
Other receivables . . . . . . . . . . . 45 (41,059)
Accounts payable. . . . . . . . . . . . 42,582 53,758
Interest payable to affiliate . . . . . 22,973 128,917
-------- --------
Net cash provided by (used in)
operating activities. . . . . . (41,733) (37,332)
-------- --------
Cash flows from financing activities:
Fundings of demand note payable . . . . . 10,000 --
-------- --------
Net cash provided by (used in)
financing activities. . . . . . 10,000 --
-------- --------
Net increase (decrease)
in cash . . . . . . . . . . . . (31,733) (37,332)
Cash and cash equivalents,
beginning of period . . . . . . 40,342 63,619
-------- --------
Cash and cash equivalents,
end of period . . . . . . . . . $ 8,609 26,287
======== ========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2004,
which are included in the Partnership's 2004 Annual Report on Form 10-K
(File No. 0-13545) filed on March 31, 2005, 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 2004 Annual Report on Form 10-K.
JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB
245 Park Avenue Holding Company, LLC ("245 Park Holding"), owns an
approximate .5% general partner interest in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P. The Partnership's general partnership interest is represented by
567.375 Class A Units of BFP, LP. BFP, LP is a joint venture that holds
equity investments in commercial office buildings, certain of which are
owned subject to ground leases of the underlying land. Business activities
consist primarily of rentals to a variety of commercial tenants 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. The effect of
all transactions between the Partnership and its consolidated venture has
been eliminated.
Because the Partnership has no future funding obligations to BFP, LP,
is currently not expecting to receive distributions from BFP, LP, 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%, 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 amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
The Partnership's future liquidity and ability to continue as a going
concern is dependent upon additional advances, evidenced by a demand note
("Demand Note"), from JMB Realty Corporation ("JMB") and there is no
assurance that such advances will be made. JMB is under no obligation to
make further advances and has the right to require repayment of the Demand
Note together with accrued and unpaid interest at any time.
TRANSACTIONS WITH AFFILIATES
In addition to the Demand Note, Replacement Note 1, which is secured
by the Partnership's interest in BFP, LP and is scheduled to mature in
January 2006, remains as outstanding indebtedness to JMB. The note accrues
interest at 2% per annum, with interest compounded annually and included in
principal, and has a balance of $3,903,493 as of March 31, 2005.
Under the Demand Note, advances totaling $232,000 have been made to
the Partnership from JMB as of March 31, 2005. An additional advance of
$20,000 was made by JMB in April 2005. The note bears interest at prime
plus 1 percent and is 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 the Demand Note 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 $3,283 and
$2,464 for the three months ended March 31, 2005 and 2004, respectively,
for these services, of which $2,314 was unpaid as of March 31, 2005.
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 March 31, 2005 and
for the three months ended March 31, 2005 and 2004.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2004 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 and there is no
assurance that such advances will continue to be made. As of March 31,
2005, $232,000 has been advanced to the Partnership from JMB. An
additional advance of $20,000 was made by JMB in April 2005. These
advances are 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.
Replacement Note 1 remains as outstanding indebtedness of the
Partnership owed to JMB and is secured by the Partnership's interest in
BFP, LP. The unpaid principal and accrued interest balance of Replacement
Note 1 at March 31, 2005 and December 31, 2004 was $3,903,493 and
$3,884,073, respectively.
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 did not
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 withholding tax
payments or estimated tax payments made on their behalf.
The Partnership has an approximate .5% interest in BFP, LP. Persons
who are interested in obtaining information concerning BFP, LP should be
aware that Brookfield Properties Corporation ("BPC") 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 including, but not
limited to, those concerning the business and financial results of BFP, LP.
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 Replacement Note 1 and the Demand Note
(previously discussed). 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 Replacement Note
1 and the Demand 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
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 2005 and 2004 have been funded
entirely by advances from JMB, which are evidenced by a demand note and
totaled $232,000 as of March 31, 2005.
The decrease in cash at March 31, 2005 as compared to December 31,
2004 is due primarily to payments for professional services and general and
administrative expenses in 2005, including amounts that were payable at
December 31, 2004. The decrease in cash was partially offset by advances
of $10,000 from JMB during the quarter.
The increase in accounts payable at March 31, 2005 as compared to
December 31, 2004 is primarily due to unpaid amounts for professional
services at March 31, 2005 in connection with the 2004 Partnership audit.
The increase in professional services for the three months ended
March 31, 2005 as compared to the same period in 2004 is primarily due to
fees for accounting services recognized during the three months ended
March 31, 2005.
The decrease in interest expense for the three months ended March 31,
2005 as compared to the same period in 2004 is due to the Partnership's
reduction of its outstanding indebtedness as a result of the JMB Note split
in October 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. The
Partnership's disclosure controls and procedures do not include the
disclosure controls and procedures of BFP, LP, which the Partnership has no
ability to control.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
(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.
4.1 Security Agreement, dated May 7, 2001, by JMB/245 Park
Avenue Associates, Ltd. in favor of JMB Realty
Corporation is hereby incorporated herein by reference
to the Partnership's Report for September 30, 2004 on
Form 10-Q (File No. 0-13545) dated November 10, 2004.
4.2 Note Split Agreement, dated October 8, 2004, by and
between JMB Realty Corporation and JMB/245 Park Avenue
Associates, Ltd. is hereby incorporated herein by
reference to the Partnership's Report for September 30,
2004 on Form 10-Q (File No. 0-13545) dated November 10,
2004.
4.3 Replacement Note #1 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the original
principal amount of $3,482,283.71 is hereby incorporated
herein by reference to the Partnership's Report for
September 30, 2004 on Form 10-Q (File No. 0-13545) dated
November 10, 2004.
4.4 Replacement Note #2 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the original
principal amount of $22,017,716.29 is hereby
incorporated herein by reference to the Partnership's
Report for September 30, 2004 on Form 10-Q (File
No. 0-13545) dated November 10, 2004.
4.5 Assignment and Contribution Agreement, dated October 8,
2004, by and between JMB Park Avenue, Inc. and JMB/245
Park Avenue Associates, Ltd. is hereby incorporated
herein by reference to the Partnership's Report for
September 30, 2004 on Form 10-Q (File No. 0-13545) dated
November 10, 2004.
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 furnished herewith.
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: May 12, 2005
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: May 12, 2005