United States

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, 2015

Commission file #0-13545

 

 

JMB/245 PARK AVENUE ASSOCIATES, LTD.

(Exact name of registrant as specified in its charter)

 

 

Illinois (State of organization)	36-3265541 (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois (Address of principal executive office)	60611 (Zip Code)

 

Registrant's telephone number, including area code: 312-915-1987

 

 

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 a shorter period that 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer	[    ]		Accelerated filer	[     ]
	Non-accelerated filer	[    ]		Smaller reporting company	[ X ]

 

Indicate by check mark whether the registrant is a shell company (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	10
Item 4.		Controls and Procedures	12
Part II  OTHER INFORMATION
Item 1.		Legal Proceedings	12
Item 1A.		Risk Factors	12
Item 6.		Exhibits	13
SIGNATURES			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, 2015 and December 31, 2014

 

 

	September 30, 2015 (Unaudited)			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	35,974		$	8,532
Accounts receivable		30,860			0
Total assets	$	66,834		$	8,532
Liabilities and Partners’ Capital Accounts (Deficits)
Current liabilities:
Accounts payable	$	2,733		$	90,669
Demand note payable to an affiliate, including accrued       interest of $1,260,820 at September 30, 2015 and       $1,165,587 at December 31, 2014		6,850,104			6,664,871
Commitments and contingencies
Total liabilities		6,852,837			6,755,540
Partners’ capital accounts (deficits):
General partners:
Capital contributions		26,664,247			26,664,247
Cumulative cash distributions		(480,000)			(480,000)
Cumulative net losses		(10,975,684)			(10,973,344)
Total general partners’ capital account		15,208,563			15,210,903
Limited partners (906 interests at September 30,       2015 and December 31, 2014):
Capital contributions, net of offering costs		113,057,394			113,057,394
Cumulative cash distributions		(7,520,000)			(7,520,000)
Cumulative net losses		(127,531,960)			(127,495,305)
Total limited partners’ capital account		(21,994,566)			(21,957,911)
Total partners’ capital accounts (deficits)		(6,786,003)			(6,747,008)
Total liabilities and partners’ capital accounts (deficits)	$	66,834		$	8,532

 

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, 2015 and 2014

(Unaudited)

 

 

 

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income:
Annual preferred return	$	94,325		$	0		$	283,204		$	0
Expenses:
Interest to an affiliate		73,168			95,618			215,796			279,651
Professional services		5,538			12,500			55,530			64,693
General and administrative		11,991			15,303			50,873			56,150
Total expenses		90,697			123,421			322,199			400,494
Net income (loss)	$	3,628		$	(123,421)		$	(38,995)		$	(400,494)
Net income (loss) per         limited partnership         interests	$	4		$	(126)		$	(40)		$	(411)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Months Ended September 30, 2015 and 2014

(Unaudited)

 

 

 

	2015			2014
Cash flows from operating activities:
Net loss	$	(38,995)		$	(400,494)
Changes in:
Accounts receivable		(30,860)			0
Accounts payable		(87,936)			(5,816)
Interest payable to an affiliate		95,233			279,651
Net cash used in operating activities		(62,558)			(126,659)
Cash flows from financing activities:
Fundings of demand note payable		90,000			130,000
Net cash provided by financing activities		90,000			130,000
Net increase in cash		27,442			3,341
Cash and cash equivalents, beginning of period		8,532			0
Cash and cash equivalents, end of period	$	35,974		$	3,341
Supplemental cash flow disclosure:
Cash paid for interest	$	120,563		$	0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2015 and 2014

(Unaudited)

 

 

General

 

Readers of this quarterly report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2014, which are included in the Partnership's 2014 Annual Report on Form 10-K (File No. 0-13545) filed on March 11, 2015, 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 2014 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"), owned an approximate .5% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P. until December 29, 2014. The ownership was represented by 567.375 Class A Units. Business activities consisted primarily 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 BFP Property GP Corp. ("BFP GP"), which is an affiliate of the managing general partner of BFP, LP, is a 1% member.

 

On December 29, 2014, BFP, LP transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245 Park, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.

 

Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $0.3 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference on any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.

 

BFP, LP can cause BFP/JMB to redeem all or any portion of the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.

 

The transaction described above is not expected to result in any material tax consequences to the Partnership. The net proceeds of the $2.5 million distribution to the Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.

 

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.

 

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 or BFP/JMB, because the Partnership has no future funding obligations to BFP, LP or BFP/JMB, and has no influence or control over the day-to-day affairs of BFP, LP or BFP/JMB.

 

The preparation of financial statements in accordance with GAAP requires the Partnership to make estimates and assumptions that affect the reported or disclosed amount 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.

 

The Partnership's future liquidity and ability to continue as a going concern are dependent upon JMB Realty Corporation ("JMB") for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. No adjustments to these consolidated financial statements for this uncertainty have been made.

 

The Financial Accounting Standards Board recently issued new accounting guidance on when and how an entity should apply the liquidation basis of accounting. Under the new guidance, liquidation basis of accounting should only be used when liquidation is imminent, as defined in the guidance. Liquidation basis of accounting requires an entity to measure its assets at the estimated amount of cash or other consideration that it expects to collect and its liabilities at the amount otherwise prescribed under U.S. GAAP. The Partnership has assessed the new guidance and concluded that the liquidation of the Partnership is not imminent, as defined in the guidance. The Partnership will continue to monitor whether liquidation is imminent and, thereby, evaluate whether liquidation basis of accounting is required.

 

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis. The ASU changes the way reporting entities evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (“VIE”), and (c) variable interest in a VIE held by related parties of the reporting entity require the reporting entity to consolidate the VIE. It also eliminates the VIE consolidation model based on a majority exposure to variability that applied to certain investment companies and similar entities. This ASU is effective for public entities for annual and interim periods in fiscal years beginning after December 5, 2015. Early adoption is permitted, including early adoption in an interim period. The Partnership is evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures.

 

In August 2014, the FASB issued ASU No. 2014-15. The amendments in this ASU provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in order to reduce diversity in the timing and content of footnote disclosure. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Partnership will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

 

Transactions with Affiliates

 

The operations of the Partnership since 2005 have been funded by cash advances from JMB which totaled $2,107,000 as of September 30, 2015 ($90,000 of which was funded during the nine months ended September 30, 2015) and which, together with the amount owed and rolled over from prior notes, are evidenced by the Demand Note. The Partnership made payments in the amount of $120,563 to the accrued interest on the Demand Note during the nine months ended September 30, 2015. No additional payments were made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through November 9, 2015, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at September 30, 2015 of $6,850,104 accrues interest at prime plus 1 percent, 4.25% at September 30, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. 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, JMB Park Avenue, Inc., the Corporate General Partner, and its affiliates are entitled to receive payment or reimbursement for salaries and salary-related expenses of its employees, certain of its officers, and other direct expenses relating to the administration of the Partnership and the operation of the Partnership's real property investments. Additionally, the Corporate General Partner and its affiliates are entitled to reimbursements for portfolio management, legal and accounting services. The Partnership incurred costs of $23,410 and $23,238 for the nine months ended September 30, 2015 and 2014, respectively, for these services. The Partnership owed the Corporate General Partner and its affiliates $2,601 for these services at both September 30, 2015 and December 31, 2014.

 

Any reimbursable amounts currently payable to the Corporate General Partner and its 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 September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014.

 

 

Part I.  Financial Information

 

Item 2. Management’s Discussion and Analysis of Financial Condition and of Operations

 

Liquidity and Capital Resources

 

Capitalized terms used herein but not defined have the same meanings as in the Partnership's 2014 Annual Report on Form 10-K.

 

The Partnership's future liquidity and ability to continue as a going concern are dependent upon JMB for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. The operations of the Partnership since 2005 have been funded by cash advances from JMB which totaled $2,107,000 as of September 30, 2015 ($90,000 of which was funded during the nine months ended September 30, 2015) and which, together with the amount owed and rolled over from prior notes, are evidenced by the Demand Note. The Partnership made payments in the amount of $120,563 to the accrued interest on the Demand Note during the nine months ended September 30, 2015. No additional payments were made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through November 9, 2015, the date that this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at September 30, 2015 of $6,850,104, accrues interest at prime plus 1 percent, 4.25% at September 30, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. 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. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern.

 

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 outstanding balance of the Demand Note at September 30, 2015 is approximately $6,850,000, and continues to accrue interest and be increased in principal amount by additional advances from JMB. It is unlikely that the Holders of Interests will ever 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 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 the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; or (iii) a reduction in the indebtedness of the 245 Park Avenue property or other indebtedness of the Partnership for Federal and state income tax purposes. 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 increase in accounts receivable at September 30, 2015 as compared to December 31, 2014 and the increase in annual preferred return income for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 is due to the annual preferred return on the Class J shares of BFP/JMB.

 

The decrease in accounts payable at September 30, 2015 as compared to December 31, 2014 is primarily due to payment of legal fees related to the Partnership’s redemption and restructuring.

 

The operations of the Partnership since 2005 have been funded by cash advances from JMB which totaled $2,107,000 as of September 30, 2015 ($90,000 of which was funded during the nine months ended September 30, 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note at September 30, 2015.

 

The increase in demand note payable to an affiliate at September 30, 2015 as compared to December 31, 2014 is due to fundings totaling $90,000 and interest of approximately $216,000 offset by payments of approximately $121,000 made in 2015.

 

The decrease in interest expense to an affiliate for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 is due to an accrued interest payment of $2,500,000 on the Demand Note in 2014 which reduced the amount of debt accruing interest.

 

Item 4.  Controls and Procedures

 

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15(e) of the Securities Exchange Act of 1934 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.

 

Changes in Internal Control over Financial Reporting

 

There were no significant changes to our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Securities Exchange Act of 1934) during the nine months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Part II.  Other Information

 

Item 1.  Legal Proceedings

 

The Partnership is not subject to any material pending legal proceedings.

 

 

Item 1A. Risk Factors

 

There has been no known material changes from risk factors as previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2014.

 

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.	Promissory Note, payable on demand, dated December 1, 2004, is hereby incorporated herein by reference to the Partnership's Report for December 1, 2004 on Form 8-K (File No. 0-13545), dated December 7, 2004.
		10.4	Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014 is hereby incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 0-13545) filed on December 31, 2014.
		10.5	Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC dated December 29, 2014 is hereby incorporated herein by reference to Exhibit 10.2 on Form 8-K (File No. 0-13545) filed on December 31, 2014.
		31.1.	Certification of Chief 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 Chief 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
		GAILEN J. HULL
	By:	Gailen J. Hull, Vice President
	Date:	November 9, 2015

 

 

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.

 

 

		GAILEN J. HULL
	By:	Gailen J. Hull, Chief Financial Officer and Principal Accounting Officer
	Date:	November 9, 2015

 

 

 

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