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 September 30, 1996
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.
2.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th St. Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
Income:
Basic rent, from a related
party (Note B) $ 79,289 $ 79,289 $ 237,868 $ 252,402
Advance of primary overage
rent, from a related
party (Note B) 188,000 188,000 564,000 564,000
Secondary Overage Rent,
from a related party
(Note B) 1,658,477 1,154,342 1,658,477 1,154,342
---------- --------- ---------- ----------
Total income 1,925,766 1,421,631 2,460,345 1,970,744
---------- --------- ---------- ----------
Expenses:
Interest on mortgage 67,353 67,795 202,400 206,147
Supervisory services, to a
related party (Note C) 180,848 128,204 210,848 158,204
Amortization of mortgage
refinancing costs 1,957 1,948 5,872 7,441
---------- ---------- ---------- ----------
Total expenses 250,158 197,947 419,120 371,792
---------- ---------- ---------- ----------
Net income $1,675,608 $1,223,684 $2,041,225 $1,598,952
========== ========== ========== ==========
Earnings per $5,000 partici-
pation unit, based on 720
participation units out-
standing during the year $2,327.23 $1,699.56 $2,835.03 $2,220.77
========= ========= ========= =========
Distributions per $5,000
participation consisted of
the following:
Income $ 250.00 $ 250.00 $ 750.00 $ 750.00
========= ========= ========= =========
At September 30, 1996 and 1995, there were $3,600,000 of participations
outstanding.
3.
250 West 57th St. Associates
Condensed Balance Sheet
(Unaudited)
September 30, 1996 December 31, 1995
Assets
Current assets:
Cash $ 84,124 $ 84,124
Rent receivable from Fisk Building
Associates, a related party (Note B) 1,533,478 -0-
---------- ----------
Total current assets 1,617,602 84,124
---------- ----------
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-
Other assets:
Mortgage refinancing costs 41,106 41,106
Less: Accumulated amortization 12,396 6,524
---------- ----------
28,710 34,582
---------- ----------
Total assets $3,763,347 $2,236,141
========== ==========
Liabilities and Capital
Current liabilities:
Accrued interest payable $ 22,439 $ 22,551
Accrued supervisory services,
to a related party (Note C) 40,848 -0-
First mortgage principal payments
due within one year (Note B) 20,778 19,369
---------- ----------
Total current liabilities 84,065 41,920
Long-term debt (Note B) 2,843,685 2,859,449
Capital (See analysis, page 4):
September 30, 1996 835,997
December 31, 1995 (665,228)
---------- ----------
Total liabilities and capital:
September 30, 1996 $3,763,747
December 31, 1995 ========== $2,236,141
==========
4.
250 West 57th St. Associates
Analysis of Capital
(Unaudited)
September 30, 1996 December 31, 1995
Capital:
January 1, 1996 $ (665,228)
January 1, 1995 $ (707,968)
Add, Net income:
January 1, 1996 through
September 30, 1996 2,041,225
January 1, 1995 through
December 31, 1995 1,781,573
---------- ----------
1,375,997 1,073,605
Less, Distributions:
Distribution, November 30, 1995
of Secondary Overage Rent
for the lease year ended
September 30, 1995 1,018,833
Distributions January 1, 1996
through September 30, 1996 540,000
Distributions, January 1, 1995
through December 31, 1995 720,000
---------- ----------
540,000 1,738,833
---------- ----------
Capital:
September 30, 1996 $ 835,997
December 31, 1995 ========== $ (665,228)
==========
5.
250 West 57th St. Associates
Condensed Statements of Cash Flows
(Unaudited)
January 1, 1996 January 1, 1995
through through
September 30, 1996 September 30, 1995
Cash flows from operating activities:
Net income $ 2,041,225 $ 1,598,952
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of mortgage refinancing
costs 5,872 7,441
Change in accrued interest payable (112) (924)
Change in accrued expenses 40,848 13,204
Change in additional rent due (1,533,478) (1,032,038)
Change in mortgage refinancing costs -0- (36,758)
----------- -----------
Net cash provided by operating
activities 554,355 549,877
----------- -----------
Cash flows from financing activities:
Cash distributions (540,000) (540,000)
Principal payments on long-term debt (14,355) (10,239)
----------- -----------
Net cash used in financing activities (554,355) (550,239)
----------- -----------
Net increase (decrease) in cash -0- (362)
Cash, beginning of period 84,124 84,485
----------- -----------
Cash, end of period $ 84,124 $ 84,123
=========== ===========
January 1, 1996 January 1, 1995
through through
September 30, 1996 September 30, 1995
Cash paid for:
Interest $ 202,513 $ 207,071
=========== ===========
250 West 57th St. Associates 6.
September 30, 1996
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and statement of cash flows in conformity
with generally accepted accounting principles. The accompanying
unaudited condensed financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of the joint venturers in Registrant, necessary for a fair
statement of the results for such interim periods. The joint
venturers in Registrant believe that the accompanying unaudited
condensed financial statements and the notes thereto fairly
disclose the financial condition and results of Registrant's
operations for the periods indicated and are adequate to make the
information presented therein not misleading.
Note B - Interim Period Reporting
The results for interim periods are not necessarily
indicative of the results to be expected for a full year.
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 (hereinafter, collectively, the "Property").
Registrant's joint venturers are Peter L. Malkin, Stanley Katzman
and Ralph W. Felsten (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
Mr. Malkin is among its partners. In addition, each of the Joint
Venturers is also among the members of the law firm of Wien,
Malkin & Bettex, 60 East 42nd Street, New York, New York, counsel
to Registrant and Net Lessee ("Counsel"). 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
250 West 57th St. Associates 7.
September 30, 1996
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 cash investment.
For the lease year ended September 30, 1996, Net Lessee
reported net operating profit of $4,068,953 after deduction of
Basic Rent. Net Lessee paid Primary Overage Rent of $752,000,
together with Secondary Overage Rent of $1,658,447 for the fiscal
year ended September 30, 1996. The Secondary Overage Rent of
$1,658,477 represents 50% of the excess of the net operating
profit of $4,068,953 over $752,000. After the payment of $165,848
to Counsel as an additional payment for supervisory services, the
balance of $1,492,629 will be distributed to the Participants on
November 30, 1996.
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 was refinanced (the "Refinancing"). The material
terms of the refinanced mortgage loan (the "Mortgage Loan") are as
follows:
(i) a maturity date of September 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;
250 West 57th St. Associates 8.
September 30, 1996
(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.
Registrant incurred approximately $36,758 of expenses in
connection with the Refinancing, including $17,754 which was paid
to Counsel for various services and disbursements. Net Lessee
paid $14,453 of these expenses, as additional Basic Rent, and
advanced the balance of $22,305 which was repaid from the receipt
of Secondary Overage Rent, thus obviating the need to increase the
principal amount of the Mortgage Loan.
Net Lessee is obligated to pay Basic Rent equal to the
sum of annual mortgage charges plus $28,000. Accordingly,
effective March 3, 1995, Basic Rent was reduced by $4,329 a year,
such amount representing the annual savings in mortgage charges
under the refinanced Mortgage Loan. Assuming that Net Lessee
continues to earn a profit at least $4,329 in excess of Basic Rent
and Primary Overage Rent, Registrant should receive increased
Secondary Overage Rent at the annual rate of $2,164 (one half of
the annual savings on the Mortgage Loan). The Refinancing will
not affect the amount of regular monthly distributions to the
Participants.
It is anticipated that the Refinancing of the Mortgage
Loan will have no material effect on the amounts of Basic Rent,
monthly advances against Primary Overage Rent, the annual basic
payment for supervisory services made to Counsel or the regular
monthly distributions to the Participants. See Note C.
Note C - Supervisory Services
Registrant pays Counsel for legal fees and supervisory
services and disbursements: (i) $40,000 per annum (the "Basic
Payment"); and (ii) 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
September 30, 1996, 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.
250 West 57th St. Associates 9.
September 30, 1996
No remuneration was paid during the three and nine month
periods ended September 30, 1996 by Registrant to any of the Joint
Venturers as such. Pursuant to the fee arrangements described
herein, Registrant also paid Counsel $10,000 and $30,000,
respectively, of the Basic Payment and $5,000 and $15,000,
respectively, on account of the Additional Payment, for the three
and nine month periods ended September 30, 1996. In addition,
Registrant paid Counsel in the three month period ended September
30, 1996 on account of the Additional Payment $125,000 of the
$165,848 due to Counsel with respect to Secondary Overage Rent.
See Note B.
The supervisory services provided to Registrant by
Counsel include legal and administrative services and financial
services. The legal and administrative services include acting as
general 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 the 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 the Net Lessee and financial statements audited by and tax
information prepared by Registrants' independent certified public
accountant, and distribution of such materials to the
Participants. Counsel 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, each of the Joint Venturers, by reason of his
interest in Counsel, is entitled to receive his pro rata share of
any legal fees or other remuneration paid to Counsel for legal and
supervisory services rendered to Registrant and Net Lessee.
As of September 30, 1996, the Joint Venturers owned of
record and beneficially $29,166.68 of Participations, representing
less than 1% of the currently outstanding Participations in
Registrant.
250 West 57th St. Associates 10.
September 30, 1996
In addition, as of September 30, 1996, certain of the
Joint Venturers in Registrant (or their respective spouses) held
additional Participations as follows:
Isabel Malkin, the wife of Peter L. Malkin, owned of
record and beneficially $70,000 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purposes of
owning the Property subject to the Lease. Registrant is required
to pay, from Basic Rent, the charges on the Mortgage Loan and
amounts for supervisory services. After the payment of amounts
for supervisory services, Primary Overage Rent and Secondary
Overage Rent are distributed to holders of Participations. See
Note C. Pursuant to the Net Lease, Net Lessee has assumed re-
sponsibility 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 amount of Primary Overage Rent and Secondary Overage Rent is
affected by the New York City economy and its real estate market.
It is difficult to forecast whether the New York City economy and
real estate market will improve over the next few years.
Registrant does not pay dividends. During the three and
nine month periods ended September 30, 1996, 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, 1996, Registrant will make an additional
distribution of $2,073 for each $5,000 participation. Such
distribution represents the balance of Secondary Overage Rent
payable by Net Lessee in accordance with the terms of the Net
Lease after the Additional Payment to Counsel. 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.
250 West 57th St. Associates 11.
September 30, 1996
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 and nine
month periods ended September 30, 1996, as
compared with the three and nine month periods
ended September 30, 1995. Such increase was the
net result of (i) an increase in Secondary Overage
Rent payable by the Net Lessee for the lease year
ended September 30, 1996, as compared with the
lease year ended September 30, 1995 and (ii) a
decrease in the Basic Rent now payable under the
Net Lease. See Note B. otal expenses increased
for the three and nine month periods ended
September 30, 1996 as compared to the three and
nine month periods ended September 30, 1995. Such
increase was the net result of (i) an increase in
the Additional Payment being made to Counsel based
on the Secondary Overage Rent payable for the
lease year ended September 30, 1996 and (ii) a
decrease in both interest expense on the Mortgage
Loan and amortization of the costs incurred in
connection with the Refinancing. See Note B.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the three and nine month periods ended September 30,
1996, as compared with the three and nine month periods ended
September 30, 1995.
The amortization payments due under the Mortgage Loan
(see Note B) will not be sufficient to fully liquidate the
outstanding principal balance thereof at maturity in 2000. The
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 foresees no need to make material commitments for
capital expenditures while the Net Lease is in effect.
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,
1995, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
250 West 57th St. Associates 12.
September 30, 1996
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which
Registrant is a party.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are incorporated by reference.
(b) Registrant has not filed any report on Form 8-K
during the quarter for which this report is being filed.
250 West 57th St. Associates 13.
September 30, 1996
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 a Power of Attorney,
dated March 29, 1996 (the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 13, 1996
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 and as a Joint
Venturer in Registrant on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 13, 1996
______________________
* Mr. Katzman supervises accounting functions for
Registrant.
250 West 57th St. Associates 14.
September 30, 1996
EXHIBIT INDEX
Number Document Page *
25 Power of Attorney dated March 29, 1996,
which was filed as Exhibit 24 to year
ended December 31, 1995 and is incor-
porated by reference as an exhibit
hereto.
______________________
*Page references are based on sequential numbering system.