FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2666
250 WEST 57th ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 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 [ ] .
An Exhibit Index is located on Page 14 of this Report. Number of pages (including exhibits) in this filing: 14
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th St. Associates
Condensed Statement of Income
(Unaudited)
For the Three Months
Ended March 31,
2000 1999
Income:
Basic rent, from a related
party (Note B) $ 101,518 $ 79,289
Advance of primary overage rent
from a related party (Note B) 188,000 188,000
Dividend Income 17,959 -0-
---------- ----------
Total income 307,477 267,289
---------- ----------
Expenses:
Interest on mortgage 87,673 66,052
Supervisory services, to a
related party (Note C) 15,000 15,000
Amortization of mortgage
refinancing costs 34,114 1,957
---------- ----------
Total expenses 136,787 83,009
---------- ----------
Net Income $ 170,690 $ 184,280
========== ==========
Earnings per $5,000 participation
unit, based on 720 participation
units outstanding during the year $ 237.07 $ 255.94
========== ==========
Distributions per $5,000 participation:
Distributions per $5,000
participation consisted of
the following:
Income $ 237.07 $ 250.00
Return of Capital 12.93 -0-
---------- ----------
Total distributions $ 250.00 $ 250.00
========== ==========
At March 31, 2000 and 1999, there were $3,600,000 of participations outstanding.
250 West 57th St. Associates
Condensed Balance Sheet
(Unaudited)
Assets March 31, 2000 December 31, 1999
Current assets:
Cash $ 93,865 $ 92,274
Fidelity U.S. Treasury
Income Portfolio 1,261,626 1,381,731
Additional Rent due from
Fisk Building Associates -0- 11,835
---------- -----------
Total current assets 1,355,491 1,485,840
---------- -----------
Real estate, at cost:
Property situated at 250-264 West
57th Street, New York, New York:
Land: 2,117,435 2,117,435
Building: 4,940,682 4,940,682
Less: Accumulated depreciation 4,940,682 4,940,682
---------- -----------
-0- -0-
Building improvements: 688,000 688,000
Less: Accumulated depreciation 688,000 688,000
---------- -----------
-0- -0-
Tenants' installations and
improvements 249,791 249,791
Less: Accumulated amortization 249,791 249,791
---------- -----------
-0- -0-
Building Improvements, construction
in progress 334,068 244,960
Other assets:
Mortgage refinancing costs 130,608 130,508
Less: Accumulated amortization 107,647 73,533
---------- -----------
22,961 56,975
---------- -----------
Total assets $3,829,955 $ 3,905,210
========== ===========
250 West 57th St. Associates
Condensed Balance Sheet
(Unaudited)
(CONTINUED)
Liabilities and Capital (deficit)
Current liabilities:
Accrued interest payable $ 29,432 $ 30,214
Due to Fisk Building Associates,
a related party 186,594 244,960
Accrued Expenses 2,109 2,109
First mortgage principal payments
due within one year (Note B) $2,782,374 $ 4,289,171
Second Mortgage 1,500,000 -0-
---------- -----------
Total current liabilities 4,500,509 4,566,454
Capital (deficit) (See analysis, page 4):
March 31, 2000 (670,554) -0-
December 31, 1999 -0- (661,244)
---------- -----------
Total liabilities and
capital (deficit):
March 31, 2000 3,829,955
December 31, 1999 ========== 3,905,210
===========
250 West 57th St. Associates
Analysis of Capital (Deficit)
(Unaudited)
March 31, 2000 December 31, 1999
Capital (deficit):
January 1, 2000 $ (661,244)
January 1, 1999 (624,219)
Add, Net income:
January 1, 2000 through
March 31, 2000 170,690 -0-
January 1, 1999 through
December 31, 1999 -0- 2,719,635
---------- -----------
(490,554) 2,095,416
Less Distributions:
Distribution, November 30, 1999
of Secondary Overage Rent for
the lease year ended
September 30, 1999 -0- 2,036,660
Distributions January 1, 2000
through March 31, 2000 180,000 -0-
Distributions January 1, 1999
through December 31, 1999 -0- 720,000
---------- -----------
180,000 2,756,660
---------- -----------
Capital (deficit):
March 31, 2000 (670,554)
December 31, 1999 ========== $ (661,244)
===========
250 West 57th St. Associates
Condensed Statement of Cash Flows
January 1, 2000 January 1, 1999
through through
March 31, 2000 March 31, 1999
Cash flows from operating activities:
Net income $ 170,690 $ 184,280
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of mortgage refinancing
costs 34,114 1,957
Change in accrued interest payable (782) (48)
Decrease in rent receivable 11,835 -0-
Increase in mortgage refinancing
Costs (100) -0-
Due to Fisk Building Associates (58,366) -0-
---------- ----------
Net cash provided by operating
activities 157,391 186,189
---------- ----------
Cash flows from investing activities:
Improvements in progress (89,108) -0-
---------- ----------
Net cash used in investing
activities (89,108) -0-
---------- ----------
Cash flows from financing activities:
Cash distributions (180,000) (180,000)
Principal payments on long-term debt (6,797) (6,189)
---------- ----------
Net cash used in financing
activities (186,797) (186,189)
---------- ----------
Net decrease in cash (118,514) -0-
Cash and Cash Equivalents,
beginning of period 1,474,005 84,124
---------- ----------
Cash and Cash Equivalents,
end of period $1,355,491 $ 84,124
========== ==========
January 1, 2000 January 1, 1999
through through
March 31, 2000 March 31, 1999
Cash paid for:
Interest $ 88,455 $ 66,100
============ ==========
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A Organization and basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2000, its results of operations and cash flows for the three months ended March 31, 2000 and 1999 and its changes in Partners' capital for the three months ended March 31, 2000. Information included in the condensed balance sheet as of December 31, 1999 has been derived from the audited balance sheet included in Registrant's, Form 10-K for the year ended December 31, 1999 (the "10-K") previously filed with the Securities and Exchange Commission (the "SEC"). Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements, notes to financial statements and the other information in the 10-K. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the full year.
Note B Interim Period Reporting
Registrant is a New York joint venture which was organized on May 25, 1953. On September 30, 1953, Registrant acquired fee title to the "Fisk Building" (the "Building") and the land thereunder located at 250-264 West 57th Street, New York, New York (collectively, the "Property"). Registrant's joint venturers are Peter L. Malkin and Anthony E. Malkin (the "Joint Venturers"), each of whom also acts as an agent for holders of participations in their undivided joint venture interests in Registrant (the "Participants").
Registrant leases the Property to Fisk Building Associates (the "Net Lessee"), under a long-term net operating lease (the "Net Lease"), the current term of which expires on September 30, 2003. Net Lessee is a New York partnership in which Trusts created by Peter L. Malkin for family members are beneficial owners of an interest in the Net Lessee. In addition, one of the Joint Venturers is also a member of Wien & Malkin LLP, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and Net Lessee ("Supervisor"). See Note C of this Item 1 ("Note C").
Under the Net Lease, Net Lessee must pay (i) annual basic rent equal to the sum of $28,000 plus an amount equal to the rate of constant payments for interest and amortization required annually under the first mortgage described below (the "Basic Rent"), and (ii)(A) primary overage rent equal to the lesser of (1) Net Lessee's net operating income for the preceding lease year or (2) $752,000 (the "Primary Overage Rent"), and (B) secondary overage rent equal to 50% of any remaining balance of Net Lessee's net operating income for such lease year ("Secondary Overage Rent").
Net Lessee is required to make a monthly payment to Registrant, as an advance against Primary Overage Rent, of an amount equal to its operating profit for its previous lease year in the maximum amount of $752,000 per annum. Net Lessee currently advances $752,000 each year, which permits Registrant to make regular monthly distributions at 20% per annum on the Participants' remaining original cash investment.
For the lease year ended September 30, 1999, Net Lessee reported net operating profit of $5,277,912 after deduction of Basic Rent. Net Lessee paid Primary Overage Rent of $752,000, together with Secondary Overage Rent of $2,262,956 for the fiscal year ended September 30, 1999. The Secondary Overage Rent of $2,262,956 represents 50% of the excess of the net operating profit of $5,277,912 over $752,000. After deducting $226,296 to Supervisor as an additional payment for supervisory services, the balance of $2,036,660 was distributed to the Participants on November 30, 1999.
Secondary Overage Rent income is recognized when earned from Net Lessee, at the close of the lease year ending September 30. Such income is not determinable until Net Lessee, pursuant to the Net Lease, renders to Registrant a certified report on the operation of the Property. The Net Lease does not provide for the Net Lessee to render interim reports to Registrant, so no income is reflected for the period between the end of the lease year and the end of Registrant's fiscal year.
The Net Lease provides for one renewal option of 25 years. The Participants in Registrant and the partners in Net Lessee have agreed to execute three additional 25-year renewal terms on or before the expiration of the then applicable renewal term.
Effective March 1, 1995, the first mortgage loan on the Property, in the principal amount of $2,890,758, held by Apple Bank for Savings ("Apple Bank") was refinanced (the "Refinancing"). The material terms of the refinanced mortgage loan (the "Mortgage Loan") are as follows:
(i) a maturity date of June 1, 2000 that on April 19,2000 was extended to December 1, 2000;
(ii) monthly payments of $24,096 aggregating $289,157 per annum applied first to interest at the rate of 9.4% per annum and the balance in reduction of principal;
(iii) no prepayment until after the third loan year. Thereafter, a 3% penalty will be imposed in the fourth loan year and a 2% penalty during the fifth loan year. No prepayment penalty will be imposed if the Mortgage Loan is paid in full during the last 90 days of the fifth loan year; and
(iv) no Partner or Participant will have any personal liability for principal of, or interest on, the Mortgage Loan.
Effective September 22,1999, a second nonrecourse mortgage loan, also held by Apple Bank for Savings in the amount of $1,500,000 was placed on the Property. The terms are interest only at the thirty day LIBOR rate with a maturity date of June 1, 2000. On April 19, 2000, this mortgage was also extended to December 1, 2000.
Note C - Supervisory Services
Registrant pays Supervisor for special legal services at hourly rates and supervisory services and disbursements. The supervisory fees are $40,000 per annum (the "Basic Payment"); plus an additional payment of 10% of all distributions to Participants in any year in excess of the amount representing a return to them at the rate of 15% per annum on their remaining cash investment (the "Additional Payment"). At March 31, 2000, the Participants' remaining cash investment was $3,600,000. Of the Basic Payment, $28,000 is payable from Basic Rent and $12,000 is payable from Primary Overage Rent received by Registrant.
No remuneration was paid during the three month period ended March 31, 2000 by Registrant to either of the Joint Venturers as such. Pursuant to the fee arrangements described herein, Registrant also paid Supervisor $10,000 of the Basic Payment and $5,000 on account of the Additional Payment for the three month period ended March 31, 2000.
The supervisory services provided to Registrant by Supervisor include real estate supervisory, legal, administrative and financial services. The services include, but are not limited to providing or coordinating with counsel to Registrant, maintaining all of its partnership and Participant records, performing physical inspections of the Building, reviewing insurance coverage and conducting annual partnership meetings. Financial services include monthly receipt of rent from Net Lessee, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, and active review of financial statements submitted to Registrant by Net Lessee and financial statements audited by and tax information prepared by Registrant's independent certified public accountant, and distribution of such materials to the Participants. Supervisor also prepares quarterly, annual and other periodic filings with the Securities and Exchange Commission and applicable state authorities.
Reference is made to Note B of Item 1 ("Note B") for a description of the terms of the Net Lease between Registrant and Net Lessee. The respective interests, if any, of each Joint Venturer in Registrant and in Net Lessee arise solely from such person's ownership of participations in Registrant and partnership interests or participations in Net Lessee. The Joint Venturers receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or partners in Net Lessee. However, one of the Joint Venturers, by reason of his respective partnership interest in Supervisor, is entitled to receive his share of any legal fees or other remuneration paid to Supervisor for legal services rendered to Registrant and Net Lessee.
As of March 31, 2000, certain of the Joint Venturers in Registrant held additional Participations as follows:
Anthony E. Malkin owned of record as trustee, but not beneficially, $8,333 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.
Trusts for the benefit of members of Peter L. Malkin's family owned of record and beneficially $88,333 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations, except that such Trusts are required to complete scheduled payments to Mr. Malkin.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purpose of owning the Property subject to a net operating lease of the Property held by Net Lessee. Registrant is required to pay, from Basic Rent, the charges on the Mortgage Loan and amounts for supervisory services, and then to distribute the balance of such Basic Rent to holders of Participations. See Note C. Pursuant to the Net Lease, Net Lessee has assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property. Accordingly, Registrant need not maintain substantial reserves or otherwise maintain liquid assets to defray any operating expenses of the Property.
Registrant's results of operations are affected primarily by the amount of rent payable to it under the Net Lease. The amounts of Primary Overage Rent and Secondary Overage Rent are affected by the New York City economy and its real estate market. It is difficult to forecast the New York City economy and real estate market over the next few years.
Registrant does not pay dividends. During the three month period ended March 31, 2000, Registrant made regular monthly distributions of $83.33 for each $5,000 participation ($1,000 per annum for each $5,000 participation). On November 30, 1999, Registrant made an additional distribution of $2,829 for each $5,000 participation. Such distribution represented the balance of Secondary Overage Rent paid by Net Lessee in accordance with the terms of the Net Lease after deducting the Additional Payment to Supervisor. See Notes B and C. There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions depends solely on the ability of Net Lessee to make monthly payments of Basic Rent, Primary Overage Rent and Secondary Overage Rent to Registrant in accordance with the terms of the Net Lease. Registrant expects to make distributions so long as it receives the payments provided for under the Net Lease. See Note B.
The following summarizes with respect to the current period and corresponding period of the previous year, the material factors affecting Registrant's results of operations for such periods:
Total income increased for the three month period ended March 31, 2000, as compared with the three month period ended March 31, 1999. Such increase was the result of an increase in basic rent received from the Net Lessee for the three month period ended March 31, 2000 as compared with the three month period ended March 31, 1999 and dividend income earned on funds temporarily invested.
Total expenses increased for the three month period ended March 31, 2000, as compared to the three month period ended March 31, 1999. Such increase was the result of an increase in interest on the mortgages and increased amortization of the mortgage refinancing costs for the three month period ended March 31, 2000.
Liquidity and Capital Resources
There has been no significant change in Registrant's liquidity for the three month period ended March 31, 2000, as compared with the three month period ended March 31, 1999.
The amortization payments due under the Mortgage Loan (see Note B of Item 1 hereof) will not be sufficient to fully liquidate the outstanding principal balances thereof at maturity in 2000. Registrant does not maintain any reserve to cover the payment of any mortgage indebtedness at or prior to maturity. Therefore, repayment of such indebtedness will depend on Registrant's ability to arrange a further refinancing of the Mortgage Loan. The ability of Registrant to obtain any such refinancing will depend upon several factors, including the value of the Property at that time and future trends in the real estate market and the economy in the geographic area in which the Property is located.
Registrant anticipates that funds for working capital for the Property will be provided by rental payments received from the Net Lessee and, to the extent necessary, from additional capital investment by the partners in the Net Lessee and/or external financing. However, as noted above, Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Property.
Inflation
Registrant believes that there has been no material change in the impact of inflation on its operations since the filing of its report on Form 10-K for the year ended December 31, 1999, which report and all exhibits thereto are incorporated herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the following pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al. On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action in the Supreme Court of the State of New York, against Helmsley-Spear, Inc. and Leona Helmsley concerning various partnerships which own, lease or operate buildings managed by Helmsley-Spear, Inc., including Registrant's property. In their complaint, plaintiffs sought the removal of Helmsley-Spear, Inc. as managing and leasing agent for all of the buildings. Plaintiffs also sought an order precluding Leona Helmsley from exercising any partner management powers in the partnerships. In August, 1997, the Supreme Court directed that the foregoing claims proceed to arbitration. As a result, Mr. Malkin and Wien & Malkin LLP filed an arbitration complaint against Helmsley-Spear, Inc. and Mrs. Helmsley before the American Arbitration Association. Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying liability and asserting various affirmative defenses and counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply denying the counterclaims. By agreement dated December 16, 1997, Mr. Malkin and Wien & Malkin LLP (each for their own account and not in any representative capacity) reached a settlement with Mrs. Helmsley of the claims and counterclaims in the arbitration and litigation between them. Mr. Malkin and Wien & Malkin LLP are continuing their prosecution of claims in the arbitration for relief against Helmsley-Spear, Inc., including its termination as the leasing and managing agent for various entities and properties, including the Registrant's Lessee.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by reference.
(b) Registrant has not filed any report on Form 8-K during the quarter for which this report is being filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Joint Venturers in Registrant, pursuant to Powers of Attorney, dated March 29, 1996 and May 14, 1998 (collectively, the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: May 23, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned as Attorney-in-Fact for each of the Joint Venturers in Registrant, pursuant to the Power, on behalf of Registrant on the date indicated.
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: May 23, 2000
_______________________________
* Mr. Katzman supervises accounting functions for Registrant.
EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Joint Venture Agreement, dated May 25, 1953, which was filed as Exhibit No. 3(a) to Registrant's Registration Statement on Form S-1 (the "Registration Statement"), is incorporated by reference as an exhibit hereto.
3(b) Amended Business Certificate of Registrant filed with the Clerk of New York County on July 24, 1998, reflecting a change in the Partners of Registrant effective as of April 15, 1998, which was filed as Exhibit 3(b) to Registrant's 10-Q-A for the quarter ended September 30, 1998 and is incorporated by reference as an exhibit hereto.
24 Powers of Attorney dated March 29, 1996 and May 14, 1998 between Partners in Registrant and Stanley Katzman and Richard A. Shapiro, which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended March 31, 1998 and is incorporated by reference as an exhibit hereto.
_______________________________
* Page references are based on sequential numbering system.