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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 March 31, 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. . . . . . . . . . . . . . 13
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
MARCH 31, 2003 AND DECEMBER 31, 2002
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
2003 2002
------------ ------------
Current assets:
Cash and cash equivalents . . . . . $ 219,644 348,741
Other receivables . . . . . . . . . 7,781 7,898
------------ ------------
Total assets. . . . . . . . $ 227,425 356,639
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 72,271 120,936
------------ ------------
Total current liabilities . 72,271 120,936
Notes payable to an affiliate -
long-term including accrued interest 29,756,375 29,631,375
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 29,828,646 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). (10,744,801) (10,732,468)
------------ ------------
(11,223,801) (11,211,468)
------------ ------------
Limited partners:
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). (123,914,814) (123,721,598)
------------ ------------
(18,377,420) (18,184,204)
------------ ------------
Total partners' capital
accounts (deficits) . . . (29,601,221) (29,395,672)
------------ ------------
$ 227,425 356,639
============ ============
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
Income:
Interest and other income . . . . . . . $ 701 2,164
---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . 125,000 697,370
Professional services . . . . . . . . . 54,926 23,098
General and administrative. . . . . . . 26,324 27,374
---------- ----------
206,250 747,842
---------- ----------
(205,549) (745,678)
Partnership's share of earnings (loss)
from operations of unconsolidated
venture . . . . . . . . . . . . . . . . -- 1,777,786
Venture partner's share of venture
operations. . . . . . . . . . . . . . . -- (17,777)
---------- ----------
Net earnings (loss) . . . . . . $ (205,549) 1,014,331
========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . $ (196) 958
========== ==========
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, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ (205,549) 1,014,331
Items not requiring (providing) cash:
Partnership's share of earnings from
operations of unconsolidated
venture . . . . . . . . . . . . . . -- (1,777,786)
Venture partner's share of
venture operations. . . . . . . . . -- 17,777
Changes in:
Other receivables . . . . . . . . . . 117 75,900
Accounts payable. . . . . . . . . . . (48,665) 700
Interest payable to affiliate . . . . 125,000 579,265
---------- ----------
Net cash provided by
(used in) operating
activities. . . . . . . . . . (129,097) (89,813)
---------- ----------
Cash flows from financing activities:
Fundings of demand note payable . . . . -- 118,105
---------- ----------
Net cash provided by
(used in) financing
activities. . . . . . . . . . -- 118,105
---------- ----------
Net increase (decrease)
in cash . . . . . . . . . . . (129,097) 28,292
Cash and cash equivalents,
beginning of period . . . . . 348,741 475,931
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $ 219,644 504,223
========== ==========
Supplemental disclosure of cash flow
information:
Cash paid for interest to an affiliate. $ -- 118,105
========== ==========
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, 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 had 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 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,
JMB/245 Park Avenue Associates, Ltd. (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"). Prior to the Effective Date,
the Partnership held an approximate 48.25% interest in 245 Park Avenue
Company ("245 Park" or the "Joint Venture"), which owned the 245 Park
Avenue office building in New York, New York. 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. 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 the 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 (i.e., approximately
$483,000 on 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 March 31, 2003, was
approximately $29,756,000. 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 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 (including a redemption) of the
Partnership's interest in BFP, LP; 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.
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 previous 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
March 31, 2003 and December 31, 2002, was approximately $29,756,000 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 three months ended March 31, 2003
and 2002, the Partnership incurred approximately $125,000 and $697,000,
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
$118,000 to the Partnership through the new demand note to pay outstanding
accrued interest on the LIBOR Note of approximately $118,000 for the three
months ended March 31, 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 $14,397 and $6,215 for
the three months ended March 31, 2003 and 2002, respectively, payable to an
affiliate of the Corporate General Partner for portfolio management, legal
and accounting services, of which $5,283 was unpaid as of March 31, 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 three months
ended March 31, 2002 is as follows:
2002
--------
(000's)
Total income . . . . . . . . . . . . . . . $108,683
========
Operating income . . . . . . . . . . . . . $ 21,460
========
Partnership's share of income. . . . . . . $ 1,164
========
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 three month period ended March 31, 2002 was
$613,786. 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 is 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 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
March 31, 2003 and for the three months ended March 31, 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 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 is 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 March 31, 2003 was
approximately $29,756,000. 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 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 reduces by $1.5 million per year through the year 2007.
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 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
BPC should be aware that 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. 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 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; 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.
RESULTS OF OPERATIONS
The decrease in accounts payable at March 31, 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 months ended March 31,
2003 as compared to the three months ended March 31, 2002 is primarily due
to the repayments toward the JMB Notes made on December 31, 2002.
The increase in professional services for the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002 is
primarily due to higher costs for accounting services in 2003.
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 months ended March 31,
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 as of December 31,
2002.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 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 a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC"). 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 Evaluation Date 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 SEC rules and form for this report. Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
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 (including
the risks related thereto) 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, which the
Partnership has no ability to control.
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.
99. Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 is filed herewith.
(b) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.
The Partnership's report on Form 8-K for December 31,
2002 (File No. 0-13545) describing under Item 2 (Disposition
of Assets) the redemption of 90% of the Partnership's interest
in BFP, LP was filed on January 15, 2003.
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: July 16, 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: July 16, 2003
CERTIFICATIONS
I, Patrick J. Meara, certify that:
1. I have reviewed this quarterly report on Form 10-Q of JMB/245 Park
Avenue Associates, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:July 16, 2003
/s/ Patrick J. Meara
----------------------------
Principal Executive Officer
I, Gailen J. Hull, certify that:
1. I have reviewed this quarterly report on Form 10-Q of JMB/245 Park
Avenue Associates, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:July 16, 2003
/s/ Gailen J. Hull
----------------------------
Principal Accounting Officer