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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, 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 312-915-1960
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. . . . . . . . . . . . . . . 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
MARCH 31, 2004 AND DECEMBER 31, 2003
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
2004 2003
------------ ------------
Current assets:
Cash and cash equivalents . . . . . $ 26,287 63,619
Other receivables . . . . . . . . . 51,045 9,986
------------ ------------
Total assets. . . . . . . . $ 77,332 73,605
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 109,704 55,946
------------ ------------
Total current liabilities . 109,704 55,946
Note payable to an affiliate -
long-term, including accrued
interest. . . . . . . . . . . . . . 30,260,292 30,131,375
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 30,369,996 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). (10,786,288) (10,775,551)
------------ ------------
(11,265,288) (11,254,551)
------------ ------------
Limited partners (982 interests
at March 31, 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). (124,564,770) (124,396,559)
------------ ------------
(19,027,376) (18,859,165)
------------ ------------
Total partners' capital
accounts (deficits) . . . (30,292,664) (30,113,716)
------------ ------------
$ 77,332 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 MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Income:
Interest income . . . . . . . . . . . . $ 68 701
---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . 128,917 125,000
Professional services . . . . . . . . . 19,942 54,926
General and administrative. . . . . . . 30,157 26,324
---------- ----------
179,016 206,250
---------- ----------
Net earnings (loss) . . . . . . . $ (178,948) (205,549)
========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . $ (171) (196)
========== ==========
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 ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ (178,948) (205,549)
Items not requiring (providing) cash:
Changes in:
Other receivables . . . . . . . . . . (41,059) 117
Accounts payable. . . . . . . . . . . 53,758 (48,665)
Interest payable to affiliate . . . . 128,917 125,000
---------- ----------
Net cash provided by
(used in) operating
activities. . . . . . . . . . (37,332) (129,097)
---------- ----------
Net increase (decrease)
in cash . . . . . . . . . . . (37,332) (129,097)
Cash and cash equivalents,
beginning of period . . . . . 63,619 348,741
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $ 26,287 219,644
========== ==========
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, 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. 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. If it were to
be determined that any such obligations did apply, 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. The Partnership is not expecting to receive any proceeds
from the sale of the 49% interest in 245 Park Avenue.
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 March 31, 2004 and December 31, 2003, was
approximately $30,260,000 and $30,131,000, 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, 2004 and 2003, the Partnership incurred
approximately $129,000 and $125,000, respectively, for interest on the
remaining JMB Note.
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 $2,464 and $14,397 for
the three months ended March 31, 2004 and 2003, respectively, payable to an
affiliate of the Corporate General Partner for portfolio management, legal
and accounting services, of which $1,979 was unpaid as of March 31, 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 March 31, 2004 and
for the three months ended March 31, 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. Since March 31, 2004 and through the date of this report, $60,000
has been advanced 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.
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 reduces 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. 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. If it were to
be determined that any such obligations did apply, 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. The Partnership is not expecting to receive any proceeds
from the sale of the 49% interest in 245 Park Avenue. As discussed below,
it is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment.
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-K,
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. Only after such
applications would any remaining proceeds be available to be distributed to
the Holders of Interests. Similarly, in the event of a sale or other
disposition of the Retained Interest (including a redemption pursuant to an
election discussed above), the Partnership's share of the proceeds of such
sale or disposition would be available to satisfy the remaining JMB Note.
Only after such application would remaining proceeds, if any, be available
to be distributed to the Holders of Interests.
It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of gain
for Federal and state income tax purposes as a result of transactions which
have occurred or may occur over the remaining term of the Partnership.
These transactions include (i) a full or partial sale or other disposition
of the 245 Park Avenue property or other properties in which BFP, LP owns
an interest; (ii) a sale or other disposition of the Partnership's interest
in BFP, LP (including a redemption of the Retained Interest); or (iii) a
significant reduction in the indebtedness of the 245 Park Avenue property
or other indebtedness of the Partnership for Federal 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 decrease in cash at March 31, 2004 as compared to December 31,
2003 is primarily due to payments for professional services and general and
administrative expenses in 2004, including amounts that were payable at
December 31, 2003.
The increase in other receivables and the increase in accounts payable
at March 31, 2004 as compared to December 31, 2003 is primarily due to the
Federal income tax withholding amount of approximately $41,000 payable by
the Partnership 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
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 Interest
who is a non-resident alien. The Partnership has recorded a corresponding
receivable due from such Holder of Interest in the amount of the
withholding since such Holder of Interest has the ultimate responsibility
for the payment of the Federal income taxes due. However, there is no
assurance that the Partnership will be able to collect all or any portion
of the receivable from such Holder of Interest.
The decrease in professional services for the three months ended
March 31, 2004 as compared to the same period in 2003 is primarily due to
costs for accounting services rendered in 2003 in connection with the
partial redemption of the Partnership's interest in BFP, LP in December
2002.
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, for which the Partnership
has no responsibility.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated herein by
reference to the Partnership's Report for June 30, 2002
on Form 10-Q (File No. 0-13545) dated August 21, 2002.
3-B. Amendment to the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park Avenue Associates,
Ltd. by and between JMB Park Avenue, Inc. and Park
Associates, L.P. dated January 1, 1994 is hereby
incorporated herein by reference to Exhibit 3-B to the
Partnership's Report for March 31, 1995 on Form 10-Q
(File No. 0-13545) dated May 11, 1995.
31.1. Certification of Principal Executive Officer Pursuant
to Rule 13a-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) 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 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: May 17, 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: May 17, 2004