U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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 0-13500
1626 New York Associates Limited Partnership
(Exact name of Registrant as
specified in its charter)
Massachusetts 04-2808184
- --------------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Cambridge Center, Cambridge, MA 02142-1493
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
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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
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FORM 10-Q MARCH 31, 1999
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PART 1 - FINANCIAL INFORMATION
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Item 1. Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Unit Data)
March 31, December 31,
1999 1998
--------------------- ---------------------
ASSETS
- ------
Real estate:
Land $ 10,270 $ 10,270
Buildings and improvements, net of accumulated
depreciation of $52,962 and $51,925 as of
March 31, 1999 and December 31, 1998, respectively 37,893 38,490
--------------------- ---------------------
48,163 48,760
Other Assets:
Cash and cash equivalents 219 291
Restricted cash 3,795 2,410
Accounts receivable, net of reserves of $85
as of March 31, 1999 and December 31, 1998 172 104
Prepaid expenses and other assets 997 1,825
Deferred rent receivable 7,430 7,669
Deferred costs, net 3,904 3,974
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Total Assets $ 64,680 $ 65,033
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See notes to consolidated financial statements.
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FORM 10-Q MARCH 31, 1999
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Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Unit Data)
(Continued)
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
March 31, December 31,
1999 1998
--------------------- -------------------
Liabilities:
Mortgage notes payable to affiliates $ 75,450 $ 75,450
Notes and loans payable and accrued interest
to general partners and affiliates 36,962 35,114
Accounts payable, accrued expenses, security
deposits and other liabilities 3,504 3,717
Accrued interest on mortgage notes to affiliates 59,411 58,667
--------------------- -------------------
Total Liabilities 175,327 172,948
--------------------- -------------------
Commitments and Contingencies
Partners' Deficit:
Limited Partners Deficit - Units of Investor
Limited Partnership Interest
$250,000 stated value per unit; authorized, issued
and outstanding -1,340 as of March 31, 1999 and
December 31, 1998 (114,395) (111,791)
Less: investor notes (68) (68)
--------------------- -------------------
(114,463) (111,859)
General Partners' Equity 3,816 3,944
--------------------- -------------------
Total Partners' Deficit (110,647) (107,915)
--------------------- -------------------
Total Liabilities and Partners' Deficit $ 64,680 $ 65,033
===================== ===================
See notes to consolidated financial statements.
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FORM 10-Q MARCH 31, 1999
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Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Unit Data)
For the Three Months Ended
March 31, March 31,
1999 1998
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Revenues:
Rent and escalation income $ 3,139 $ 10,025
Interest and other income 61 109
Gain on sale of property - 17,046
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Total revenues 3,200 27,180
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Expenses:
Interest on obligations to affiliates 2,785 5,811
Interest - 552
Depreciation and amortization 1,198 2,681
Real estate and other taxes 812 1,750
Utilities 309 703
Cleaning and security 344 859
Asset and property management fees 118 107
Repairs and maintenance 80 255
Payroll 167 257
General and administrative 37 227
Professional fees 82 116
Provision for doubtful accounts - 60
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Total expenses 5,932 13,378
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Net (loss) income $ (2,732) $ 13,802
============= ============
Net loss allocated to general partners $ (128) $ (90)
============= ============
Net (loss) income allocated to investor limited partners $ (2,604) $ 13,892
============= ============
Net (loss) income per unit of investor limited
partnership interest $ (1,943.28) $ 10,367.16
============= ============
See notes to consolidated financial statements.
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FORM 10-Q MARCH 31, 1999
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Consolidated Statement of Partners' Deficit (Unaudited)
(In Thousands, Except Unit Data)
Units of
Investor Investor
Limited Limited General Total
Partnership Partners' Partners Partners'
Interest (Deficit) Equity Deficit
--------------------- -------------------- -------------------- --------------------
Balance - December 31, 1998 1,340 $ (111,859) $ 3,944 $ (107,915)
Net loss - (2,604) (128) (2,732)
--------------------- -------------------- -------------------- --------------------
.
Balance - March 31, 1999 1,340 $ (114,463) $ 3,816 $ (110,647)
===================== ==================== ==================== ====================
See notes to consolidated financial statements.
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FORM 10-Q MARCH 31, 1999
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Consolidated Statement of Cash Flows (Unaudited)
(In Thousands) For the Three Months Ended
March 31, March 31,
1999 1998
--------- ---------
Cash Flows from Operating Activities:
Net (loss) income $ (2,732) $ 13,802
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation 1,037 2,283
Amortization 185 398
Change in deferred rent receivable 239 (1,064)
Gain on sale of property - (17,046)
Provision for doubtful accounts - 56
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, prepaid
expenses and other assets (96) 2,546
Decrease in accounts payable, accrued expenses,
security deposits and other liabilities (213) (2,944)
--------- ---------
Net cash used in operating activities (1,580) (1,969)
--------- ---------
Cash Flows from Investing Activities:
Net proceeds from sale of property - 50,389
Additions to buildings and improvements (440)` (1,674)
Increase in deferred leasing costs (115) (452)
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Net cash (used in) provided by investing activities (555) 48,263
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Cash Flows from Financing Activities:
Payment of accrued interest on mortgage notes to affiliates - (5,252)
Increase in accrued mortgage interest 744 3,746
Principal payments on mortgage notes to Affiliates - (7,270)
Increase in notes payable and accrued interest to
general partners and affiliates 1,848 5,150
Principal payments on other mortgage notes - (37,867)
Increase in restricted cash (529) (4,511)
Payment of deferred financing costs - (177)
Deferred purchase price obligation payment - (209)
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Net cash provided by (used in) financing activities 2,063 (46,390)
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Net decrease in cash and cash equivalents (72) (96)
Cash and cash equivalents, beginning of period 291 221
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Cash and cash equivalents, end of period $ 219 $ 125
========= =========
Supplemental Disclosure of Cash Flow Information:
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Cash paid for interest $ 929 $ 14,267
========= =========
Supplemental Disclosure of Non-Cash Investing Activities:
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Sale of Property in 1998. See Note 4.
See notes to consolidated financial statements.
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FORM 10-Q MARCH 31, 1999
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. General
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated financial
statements, related footnotes and discussions contained in the
Partnership's Annual Report on Form 10-K for the year ended December 31,
1998.
The financial information contained herein is unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such
financial information have been included. All adjustments are of a normal
recurring nature except as discussed in Note 4. Certain amounts have been
reclassified to conform to the March 31, 1999 presentation. The balance
sheet at December 31, 1998 was derived from audited financial statements at
such date.
1626 New York Associates Limited Partnership (the "Investor Partnership")
was organized to acquire and own a 99% general partnership interest in and
serve as a general partner of Nineteen New York Properties Limited
Partnership (the "Operating Partnership"). The Investor Partnership and the
Operating Partnership are collectively referred to as the "Partnerships."
As of March 31, 1999, the Operating Partnership owned one commercial rental
property located in New York City (the "Property").
The results of operations for the three months ended March 31, 1999 and
1998, are not necessarily indicative of the results to be expected for the
full year.
2. Plan of Operation
The Partnerships have maturing mortgage debt, totaling approximately
$65,000,000 which was due in February 1999, but was extended to May 31,
1999. Based on the current value of the remaining Property, it is highly
unlikely the Partnerships will be able to meet their 1999 obligations.
Accordingly, it appears there is a substantial likelihood that the
remaining Property, if not sold, will be lost through foreclosure in 1999.
In the event that the Property is sold, all proceeds would be used to
satisfy any related outstanding indebtedness. This raises substantial doubt
about the Partnerships' ability to continue as a going concern.
3. Debt Modification with Related Parties
On October 22, 1998, the debt securing the Partnership's remaining
property, 757 Third Avenue, was restructured into two non-recourse loans.
The first component in the amount of $27,193,000, bears interest at 295
basis points over 30-day LIBOR (7.89 % at March 31, 1999), and was
scheduled to mature on February 1, 1999, but has been extended to May 31,
1999. The second component in the amount of $48,257,000, bears interest at
9% and matures on February 28, 2016. A mandatory prepayment of $7,500,000
against the second component was due on February 1, 1999, but has been
extended to May 31, 1999.
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FORM 10-Q MARCH 31, 1999
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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3. Debt Modification with Related Parties (Continued)
A third component of the Modified Loan is an unsecured note (the "Unsecured
Note") representing the additional financing expected to be drawn upon by
the Operating Partnership to fund capital improvements and tenant lease-up
costs with respect to the remaining property. However, any borrowings under
this credit line are subject to the lender's discretion. Accordingly, it is
possible that the Operating Partnership may not be able to borrow against
this credit line each time it deems it necessary. The outstanding balance
against the Unsecured Note was $20,611,000 as of March 31, 1999 and is
included in notes payable and accrued interest to general partners and
affiliates. The Unsecured Note bears interest at a fixed annual rate 14%
through February 28, 1999 and then 16.75% thereafter and was scheduled to
mature on February 28, 1998, but was extended to May 31, 1999.
4. Sale of Property
On January 13, 1998, the Partnership sold its 1372 Broadway property to an
unaffiliated third party for $52,000,000. All of the proceeds were used to
partially satisfy the approximately $94,000,000 allocated portion of the
Modified Loan (including accrued and unpaid interest), with the unsatisfied
portion of the Modified Loan being reallocated among the remaining
properties. For financial reporting purposes, the sale resulted in a gain
of approximately $17,046,000.
5. Transaction With Related Parties
For the three months ended March 31, 1999, the Operating Partnership paid
$118,000 in asset and property management fees to an affiliate of the
General Partner.
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FORM 10-Q MARCH 31, 1999
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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The matters discussed in this Form 10-Q contain certain forward-looking
statements and involve risks and uncertainties (including changing
market conditions, competitive and regulatory matters, etc.) detailed in
the disclosure contained in this Form 10-Q and the other filings with
the Securities and Exchange Commission made by the Registrant from time
to time. The discussion of the Registrant's liquidity, capital resources
and results of operations, including forward-looking statements
pertaining to such matters, does not take into account the effects of
any changes to the Registrant's operations. Accordingly, actual results
could differ materially from those projected in the forward-looking
statements as a result of a number of factors, including those
identified herein.
This Item should be read in conjunction with the Consolidated Financial
Statements and other items contained elsewhere in this Report.
Liquidity and Capital Resources
-------------------------------
The Registrant serves as the general partner of Nineteen New York
Properties Limited Partnership (the "Partnership"). As of May 1, 1999,
the Partnership's remaining property (the "Property") is an office
building located in New York City. The Registrant's sole source of
revenue is from distributions from the Partnership and interest income
on cash reserves. The Registrant is responsible for its operating
expenses. The Partnership receives rental revenue from tenants and is
responsible for operating expenses, administrative expenses, capital
improvements and debt service payments.
As of March 31, 1999, the Partnership has maturing debt, totaling
approximately $65,000,000, due on May 31, 1999. It is highly unlikely
that the Partnership will be able to meet its remaining obligation.
Accordingly, it appears there is a substantial likelihood that the
remaining Property, if not sold, will be lost through foreclosure in
1999. In the event that the Property is sold, all proceeds would be used
to satisfy any related outstanding indebtedness. This raises substantial
doubt about the Registrant's ability to continue as a going concern.
The debt securing the Partnership's remaining property, 757 Third
Avenue, was restructured into two non-recourse loans. The first
component in the amount of $27,193,000, bears interest at 295 basis
points over 30-day LIBOR (7.89 % at March 31, 1999), and was scheduled
to mature on February 1, 1999, but was extended to May 31, 1999. The
second component in the amount of $48,257,000, bears interest at 9% and
matures on February 28, 2016. A mandatory prepayment of $7,500,000
against the second component was due on February 1, 1999, but was
extended to May 31, 1999.
As a result of the anticipated disposition of the Registrant's remaining
property in 1999, for tax purposes, the Registrant's partners will be
allocated substantial gains in 1999 due to recapture of tax benefits
received in prior years.
The Registrant's original objective of capital appreciation will not be
achieved and it is anticipated that the Registrant's partners will not
receive any future distributions. Accordingly, the Registrant's partners
will not receive a return of their original investment.
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FORM 10-Q-MARCH 31, 1999
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations (Continued)
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Liquidity and Capital Resources (Continued)
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The Registrant and the Partnership had $219,000 of cash and cash
equivalents and $3,795,000 of restricted cash at March 31, 1999, as
compared to $291,000 and $2,410,000 respectively, at December 31, 1998.
Restricted cash primarily includes amounts held in mortgage collateral
accounts. The $72,000 decrease in cash and cash equivalents at March 31,
1999, as compared to December 31, 1998, was due to $1,580,000 of cash
used in operating activities and $555,000 of cash used in investing
activities, which were offset by $2,063,000 of cash provided by
financing activities. Cash used in investing activities included
$440,000 of improvements to real estate, the majority of which were
tenant improvements, and $115,000 of cash expended on leasing
activities. Cash used in financing activities included a $744,000
increase in accrued interest and an $1,848,000 increase in notes payable
and accrued interest to general partners and affiliates. In addition,
Registrant's restricted cash increased by $529,000, due to an increase
in restricted cash operating accounts and borrowings against the
Unsecured Note. All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of
various activities.
The Partnership's only other source of liquidity is an unsecured credit
line provided by Zeus, that had an outstanding balance of $20,611,000 at
March 31, 1999. This credit line has been used by the Partnership to
fund capital improvements and tenant lease-up costs at the remaining
properties. However, any borrowings under this credit line are subject
to Zeus' discretion. It is anticipated that Zeus will continue to fund
capital improvements and tenant lease-up costs at the remaining
property.
Real Estate Market
------------------
The income and expenses of operating the Property owned by the
Partnership are subject to factor's outside its control, such as the
over-supply of similar properties, increases in unemployment, population
shifts, or changes in patterns or needs of users. Expenses, such as
local real estate taxes and miscellaneous expenses, are subject to
change and cannot always be reflected in rental rate increases due to
market conditions. In addition, there are risks inherent in owning and
operating office buildings because such properties are labor intensive
and are susceptible to the impact of economic and other conditions
outside the control of the Registrant.
Results of Operations
---------------------
Three Months ended March 31, 1999 vs. March 31, 1998
The Registrant generated a net loss of approximately $2.7 million for
the three months ended March 31, 1999, as compared to net income of
approximately $13.8 million for the three months ended March 31, 1998.
The operations of the Registrant for the three months ended March 31,
1999, as compared to March 31, 1998, declined due to the gain on sale of
the Registrant's 1372 Broadway property in January 1998. In October
1998, the Registrant transferred its 535 Fifth Avenue, 545 Fifth Avenue,
509 Fifth Avenue and 300 Park Avenue South properties to their lender.
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FORM 10-Q-MARCH 31, 1999
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations (Continued)
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Results of Operations (Continued)
---------------------------------
Rent and escalation income decreased to approximately $3.1 million for
the three months ended March 31, 1999, as compared to approximately
$10.0 million for the three months ended March 31, 1998. With respect to
the remaining property, 757 Third Avenue, rent and escalation income
decreased to approximately $3.1 million for the three months ended March
31, 1999, as compared to approximately $3.9 million for the three months
ended March 31, 1998. Rent and escalation income decreased due to a
decrease in occupancy, for the three months ended March 31, 1999, as
compared to 1998. Rental rates remained relatively constant.
Expenses decreased by approximately $7.4 million for the three months
ended March 31, 1999, as compared to 1998. With respect to the remaining
property, expenses increased by approximately $100,000 for the three
months ended March 31, 1999, as compared to 1998, as a result of an
increase in depreciation and management fees, which were offset by a
decrease in interest expense. All other expenses remained relatively
constant at the Registrant's 757 Third Avenue property.
Depreciation expense increased due to the effect of the current and
prior years additions to fixed assets, primarily tenant improvements.
Management fees increased due to the change of the managing agent that
occurred in connection with the debt extension in 1998. Interest expense
decreased due to a decline in the interest rate on the debt outstanding
on Registrant's remaining property, which was slightly offset by an
increase in principal indebtedness on the Unsecured Note.
As of April 1, 1999 and 1998, the current property's occupancy was 90%
and 93%, respectively. During the first three months of 1999, the
Partnership signed renewal, extension, and expansion leases totaling
approximately 7,500 square feet at rental terms comparable to buildings
of similar quality in the market. The decrease in occupancy is a direct
result of certain lease terminations that occurred in the fourth quarter
of 1998.
Year 2000
---------
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The
Registrant is dependent upon the Managing General Partner and its
affiliates for management and administrative services. Any computer
programs or hardware that have date-sensitive software or embedded chips
may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar
normal business activities.
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FORM 10-Q-MARCH 31, 1999
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations (Continued)
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Year 2000 (Continued)
---------------------
During the first half of 1998, the Managing General Partner and its
affiliates completed their assessment of the various computer software
and hardware used in connection with the management of the Registrant.
This review indicated that significantly all of the computer programs
used by the Managing General Partner and its affiliates are
off-the-shelf "packaged" computer programs which are easily upgraded to
be Year 2000 compliant. In addition, to the extent that custom programs
are utilized by the Managing General Partner and its affiliates, such
custom programs are Year 2000 compliant.
Following the completion of its assessment of the computer software and
hardware, the Managing General Partner and its affiliates began
upgrading those systems which required upgrading. To date, significantly
all of these systems have been upgraded. The Registrant has to date not
borne, nor is it expected that the Registrant will bear, any significant
costs in connection with the upgrade of those systems requiring
remediation. It is expected that all systems will be remediated, tested
and implemented during the first half of 1999.
To date, the Managing General Partner is not aware of any external agent
with a Year 2000 issue that would materially impact the Registrant's
results of operations, liquidity or capital resources. However, the
Managing General Partner has no means of ensuring that external agents
will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year
2000 resolution process in a timely manner will have a material impact
on the financial position or results of operations of the Registrant.
However, the effect of non-compliance by external agents is not readily
determinable.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
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None
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FORM 10-Q-MARCH 31, 1999
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Part II - Other Information
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8K:
No report on Form 8-K was filed during the period.
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FORM 10-Q-MARCH 31, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP
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BY: TWO WINTHROP PROPERTIES, INC.
MANAGING GENERAL PARTNER
BY: /s/ Michael L. Ashner
------------------------
Michael L. Ashner
Chief Executive Officer
BY: /s/ Thomas Staples
------------------------
Thomas Staples
Chief Financial Officer
DATED: May 14, 1999
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