Item 1. Business
Unless otherwise indicated, all references to "Notes" are to Notes to Consolidated Financial Statements of JMB/245 Park Avenue Associates, Ltd. contained in this report. Capitalized terms used herein, but not defined, have the same meanings as used in the Notes.
The registrant, JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), is a limited partnership formed in 1983 and currently governed by the Revised Uniform Limited Partnership Act of the State of Illinois for the original purpose of acquiring and owning an approximate 48.25% interest in 245 Park Avenue Company, a New York general partnership, ("245 Park" or the "Joint Venture") which owned and operated an office building located at 245 Park Avenue, New York, New York (the "245 Park Avenue Building"). The Partnership was admitted to the Joint Venture through the purchase of one of the existing unaffiliated joint venture partner's interests. The unaffiliated venture partners (the "O&Y partners") were affiliates of Olympia & York Developments, Ltd. ("O&Y"). On May 7, 1984, the Partnership commenced a private offering of $124,300,000 in Limited Partnership Interests (the "Interests") pursuant to a Private Placement Memorandum (the "Private Placement Memorandum") in accordance with Rules 501-503 and 506 of Regulation D of the Securities Act of 1933. The offering closed on June 28, 1984. The holders of Interests (herein after "Holders" or "Holders of Interests" or “Limited Partners”) in the Partnership share in their portion of the benefits of ownership of the Partnership's real property investment according to the number of Interests held.
As a result of the financial difficulties of the O&Y partners, in October 1995 each of the O&Y partners and certain other O&Y affiliates (but not the Joint Venture) filed for bankruptcy protection from creditors under Chapter 11 of the United States Bankruptcy Code. As a result of the plan of restructuring (the "Plan"), which became effective on November 21, 1996 ("Effective Date"), the Partnership received through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding") an approximate 5.4% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P. On December 31, 2002 (the "Redemption Date"), 245 Park Holding entered into a redemption agreement (the "Partial Redemption") by and among 245 Park Holding, BFP Property GP Corp. ("BFP, GP") and BFP, LP pursuant to which 245 Park Holding transferred and BFP, LP thereby redeemed approximately 90% of its approximate 5.4% interest (the "Redeemed Interest") in BFP, LP. As a result, 245 Park Holding's remaining interest in BFP, LP was approximately 0.5% thereof, represented by 567.375 Class A Units (the "Retained Interest"). The managing general partner of BFP, LP was not affiliated with the Partnership and, subject to the partnership agreement of BFP, LP had full authority to manage its affairs. 245 Park Holding is a limited liability company in which the Partnership is a 99% member and BFP, GP, which is an affiliate of the managing general partner of BFP, LP, is a 1% member.
On December 29, 2014, BFP, LP transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.
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Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $.03 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference over any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.
BFP, LP can cause BFP/JMB to redeem all or any portion of the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.
The net proceeds of the $2.5 million distribution to the Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.
Persons who are interested in obtaining information concerning BFP, LP should be aware that Brookfield Office Properties, Inc. (“BOP”), formerly Brookfield Properties Corporation, filed periodic reports and other information, which included 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. BOP’s filings with the SEC are available to the public through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system accessible through the SEC's web site at http://www.sec.gov. On June 20, 2014, BOP became a private company and is no longer required to file with the SEC. This description is provided for informational purposes only. The Partnership does not prepare, and is not responsible for the preparation of, any of BOP’s reports or other information it filed with the SEC including, but not limited to, those concerning the business and financial results of BFP, LP. 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 BOP’s reports or other information.
The Partnership's indirect interest in BFP, LP was pledged as collateral for certain notes payable to JMB Realty Corporation ("JMB"), of which one long-term note ("Replacement Note 1") and one demand note (the "Demand Note") remained unpaid as of January 1, 2006. The security agreements for such notes required mandatory payment of principal and interest out of any net proceeds received upon the redemption, refinancing or other disposition of, or any distribution made with respect to, the Partnership's indirect interest in BFP, LP.
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Replacement Note 1, which was scheduled to mature in January 2006, was consolidated into the Demand Note, effective January 2, 2006. Replacement Note 1 accrued interest at 2% per annum, with interest compounded annually and included in principal, and had a balance of $3,962,194, including $479,910 of accrued interest, as of January 2, 2006.
The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065 accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.
The outstanding balance of the Demand Note at December 31, 2015 is $6,827,065 and continues to accrue interest and be increased in principal amount by additional advances from JMB. Unless BFP, LP exercises its redemption rights discussed above, under current circumstances, it is unlikely that the Holders of Interests ever will receive any significant distributions from the Partnership. 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 may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; 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. 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.
The Partnership has no employees.
The terms of transactions between the Partnership and the General Partners and their affiliates are set forth in Items 11 and 13 below and in the Notes to the consolidated financial statements, to which reference is hereby made for a description of such transactions.
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Item 1A.
Item 1A. Risk Factors
The Partnership is subject to significant risks, including factors related to its position in BFP/JMB, its dependency on JMB for continued advances, the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB, and its past history of operating losses. The Partnership is obligated under a Demand Note which significantly exceeds its assets and there is substantial doubt about its ability to continue as a going concern. Reference is made to Item 1. Business and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 1B.
Item 1B. Unresolved Staff Comments
None
Item 2.
Item 2. Properties
The Partnership owns an indirect, non controlling interest in 245 Park Avenue referred to under Item 1 above to which reference is hereby made. The Partnership's interest in BFP/JMB is pledged as collateral for the Demand Note payable to JMB.
Item 3.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5.
Item 5. Market for the Registrant’s Common Equity, Related Security Holder Matters
and Issuer Purchases of Equity Securities
As of January 1, 2016, there were 827 record holders of the remaining 901.34 Interests outstanding in the Partnership. To date, holders of 98.66 interests have abandoned such interests. There is no public market for Interests and it is not anticipated that a public market for Interests will develop. Consequently, a Holder may not be able to sell or otherwise liquidate his or her Interests. In addition, the Interests have not been registered under the Securities Act of 1933, as amended, or (with certain exceptions) under state securities laws. Transfers of the Interests must be made in compliance with applicable federal and state securities laws and are subject to the restrictions on transfers set forth in Article 14 (pages 15-17) of the Amended and Restated Agreement of Limited Partnership of the Partnership, which are incorporated herein by reference to Exhibit 99 to this annual report. A sale or other transfer of an Interest may result in material adverse Federal income tax consequences.
The Partnership has not made any distributions since 1989. The Partnership's interest in BFP/JMB is pledged as collateral for the Demand Note payable to JMB, which note requires mandatory payment of principal and interest out of (i) any distributions received from BFP/JMB, and (ii) any net proceeds received upon the sale, refinancing or other disposition of the Partnership's interest in BFP/JMB. Reference is made to the section entitled "Investment in Unconsolidated Venture" in the Notes to the consolidated financial statements and Item 7 for a discussion of the restrictions on the distributions (if any) to the Partnership from BFP/JMB.
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Item 6.
Item 6. Selected Financial Data
JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
December 31, 2015, 2014, 2013, 2012 and 2011
(Not Covered by Report of Independent Registered Public Accounting Firm)
(a)
The above financial information should be read in conjunction with the consolidated financial statements of the Partnership and the related Notes to the consolidated financial statements appearing elsewhere in this report.
(b)
The net loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the end of the period before giving affect for any interests abandoned during the year.
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Item 7.
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Capitalized terms used but not defined in this Item 7 have the same meanings as used in Item 1. Business or in the Notes.
The Partnership's future liquidity and ability to continue as a going concern are dependent upon JMB for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065, accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.
Under certain circumstances, the Partnership may have obligations for Federal or state withholding or estimated tax payments on behalf of certain Holders of Interests. Notwithstanding any such obligations, 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, including the reimbursement to the Partnership of all withholding tax payments or estimated tax payments made on their behalf.
Unless BFP, LP exercises its redemption rights discussed above, under current circumstances, it is unlikely that the Holders of Interests will ever 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 may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; or (iii) a reduction in the indebtedness of the 245 Park Avenue property or other indebtedness of the Partnership for Federal and state income tax purposes. 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.
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Results of Operations
The Partnership received a partnership redemption distribution of $2,500,000 in December 2014. All distributions received are recorded as income as the Partnership records its investment in BFP/JMB under the cost method of accounting.
The increase in accounts receivable at December 31, 2015 as compared to December 31, 2014 and the increase in annual preferred return income for the year ended December 31, 2015 as compared to the years ended December 31, 2014 and 2013 is due to the annual preferred return on the Class J shares of BFP/JMB. Accrual of the annual preferred return commenced on January 1, 2015.
The decrease in accounts payable at December 31, 2015 as compared to December 31, 2014 is primarily due to payment of legal fees related to the Partnership redemption and restructuring.
The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB which totaled $2,107,000 as of December 31, 2015 ($90,000 which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note at December 31, 2015.
Advances totaling $90,000 were made by JMB in 2015. A significant portion of such advances was disbursed for fees for professional services and for general and administrative expenses, a portion of which were payable at December 31, 2015.
The increase in demand note payable to an affiliate at December 31, 2015 as compared to December 31, 2014 is due to fundings totaling $90,000 and accrual interest of approximately $290,000 offset by payments of approximately $217,000 made in 2015.
The decrease in interest expense to an affiliate for the year ended December 31, 2015 as compared to the years ended December 31, 2014 and 2013 is due to an accrued interest payment of $2,500,000 on the Demand Note in 2014 which reduced the amount of debt accruing interest.
The decrease in professional services for the year ended December 31, 2015 as compared to the year ended December 31, 2014 and related increase in fees for professional services for the year ended December 31, 2014 as compared to the year ended December 31, 2013 is due primarily to an increase in legal fees related to the Partnership redemption and restructurings completed in 2014.
Inflation
Due to the low levels of inflation in recent years and the limited business activity of the Partnership, inflation generally has not had a material effect on the Partnership.
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Use of Estimates and Critical Accounting Policies
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that are both significant to the overall presentation of the Partnership's financial condition and results of operations and require management to make difficult, complex or subjective judgments. The Partnership made no significant estimates or assumptions for the year ended December 31, 2015 and thus has concluded that there are no critical accounting policies.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
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Item 8.
Item 8. Financial Statements and Supplementary Data
JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Index
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, December 31, 2015 and 2014
Consolidated Statements of Operations, years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Partners' Capital Accounts (Deficits), years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows, years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
Schedules not filed:
All schedules have been omitted as the required information is inapplicable, or the information is presented in the consolidated financial statements or related notes.
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Report of Independent Registered Public Accounting Firm
The Partners
JMB/245 Park Avenue Associates, Ltd.:
We have audited the accompanying consolidated balance sheets of JMB/245 Park Avenue Associates, Ltd., a limited partnership (the Partnership), and consolidated venture as of December 31, 2015 and 2014 and the related consolidated statements of operations, partners’ capital accounts (deficits) and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the General Partner of the Partnership. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of JMB/245 Park Avenue Associates, Ltd. and consolidated venture as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that JMB/245 Park Avenue Associates, Ltd. will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Partnership is dependent upon additional advances from JMB Realty Corporation under the demand note. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about its ability to continue as a going concern. The General Partners' plans in regard to these matters are also described in the notes to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
Chicago, Illinois
March 16, 2016
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JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Consolidated Balance Sheets
December 31, 2015 and 2014
Assets
See accompanying notes to consolidated financial statements.
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JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Consolidated Statements of Operations
Years Ended December 31, 2015, 2014 and 2013
See accompanying notes to consolidated financial statements.
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JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Consolidated Statements of Partners’ Capital Accounts (Deficits)
Years Ended December 31, 2015, 2014 and 2013
See accompanying notes to consolidated financial statements.
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JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Consolidated Statements of Cash Flows
Years Ended December 31, 2015, 2014 and 2013
See accompanying notes to consolidated financial statements.
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JMB/245 Park Avenue Associates, Ltd.
(A Limited Partnership)
and Consolidated Venture
Notes to Consolidated Financial Statements
December 31, 2015, 2014 and 2013
Operations and Basis of Accounting
General
JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding"), owned an approximate .5% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P until December 29, 2014. The ownership was represented by 567.375 Class A Units. Business activities consisted primarily of rentals to a variety of commercial companies and the ultimate sale or disposition of such real estate. 245 Park Holding is a limited liability company in which the Partnership is a 99% member and BFP Property GP Corp. ("BFP, GP"), which is an affiliate of the managing general partner of BFP, LP, is a 1% member.
On December 29, 2014, BFP, LP transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.
Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $0.3 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference on any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.
BFP, LP can cause BFP/JMB to redeem all or any portion of the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.
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The net proceeds of the $2.5 million distribution to the Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.
The accompanying consolidated financial statements include the accounts of the Partnership and its majority-owned limited liability company, 245 Park Holding. The effect of all transactions between the Partnership and its consolidated venture have been eliminated.
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 or BFP/JMB, because the Partnership has no future funding obligations to BFP, LP or BFP/JMB and has no influence or control over the day-to-day affairs of BFP, LP or BFP/JMB.
The Partnership's records are maintained on the accrual basis of accounting as adjusted for Federal income tax reporting purposes. The accompanying consolidated financial statements have been prepared from such records after making appropriate adjustments to reflect the Partnership's accounts in accordance with U.S. generally accepted accounting principles ("GAAP") and to consolidate the accounts of 245 Park Holding as described above. Such GAAP and consolidation adjustments are not recorded on the records of the Partnership.
The net gain or loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the end of the period before giving affect for any interests abandoned during the year. Deficit capital accounts will remain through the duration of the Partnership. Upon termination of the Partnership, a net gain will be attributed to the General Partners and Limited Partners, with deficit capital positions, for financial reporting and Federal and state income tax purposes.
The preparation of financial statements in accordance with GAAP requires the Partnership to make estimates and assumptions that affect the reported or disclosed amount 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 those estimates.
No provision for Federal or state income taxes has been made as the liability for such taxes is that of the partners rather than the Partnership.
The Partnership's future liquidity and ability to continue as a going concern is dependent upon JMB for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. JMB's advances, as well as consolidated balances from prior notes, are evidenced by a demand note (the "Demand Note"), dated December 1, 2004, which Demand Note is secured by the Partnership's indirect interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. No adjustments to these consolidated financial statements for this uncertainty have been made.
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The Financial Accounting Standards Board recently issued new accounting guidance on when and how an entity should apply the liquidation basis of accounting. Under the new guidance, liquidation basis of accounting should only be used when liquidation is imminent, as defined in the guidance. Liquidation basis of accounting requires an entity to measure its assets at the estimated amount of cash or other consideration that it expects to collect and its liabilities at the amount otherwise prescribed under U.S. GAAP. The Partnership has assessed the new guidance and concluded that the liquidation of the Partnership is not imminent, as defined in the guidance. The Partnership will continue to monitor whether liquidation is imminent and, thereby, evaluate whether liquidation basis of accounting is required.
In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis. The ASU changes the way reporting entities evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (“VIE”), and (c) variable interest in a VIE held by related parties of the reporting entity require the reporting entity to consolidate the VIE. It also eliminates the VIE consolidation model based on a majority exposure to variability that applied to certain investment companies and similar entities. This ASU is effective for public entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is permitted, including early adoption in an interim period. The Partnership has determined that this ASU will have no effect on its consolidated financial statements and related disclosures.
In August 2014, the FASB issued ASU No. 2014-15. The amendments in this ASU provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in order to reduce diversity in the timing and content of footnote disclosure. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Partnership will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.
Investment in Unconsolidated Venture
In December 1983, the Partnership acquired an approximate 48.25% interest in 245 Park Avenue Company, a New York general partnership ("245 Park" or the "Joint Venture), which owned and operated a 46-story office building located at 245 Park Avenue, New York, New York. The Partnership was admitted to the Joint Venture through the purchase of one of the existing unaffiliated joint venture partner's interests for approximately $63,927,000. The unaffiliated venture partners (the "O&Y partners") were affiliates of Olympia & York Developments, Ltd. ("O&Y").
As a result of the financial difficulties of the O&Y partners, in October 1995 each of the O&Y partners and certain other O&Y affiliates (but not the Joint Venture) filed for bankruptcy protection from creditors under Chapter 11 of the United States Bankruptcy Code. As a result of the plan of restructuring (the "Plan"), which became effective on November 21, 1996 ("Effective Date"), the Partnership received through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding") an approximate 5.4% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P. On December 31, 2002 (the "Redemption Date"), 245 Park Holding entered into a redemption agreement (the "Partial Redemption") by and among 245 Park Holding, BFP Property GP Corp. ("BFP, GP") and BFP, LP pursuant to which 245 Park Holding transferred and BFP, LP thereby redeemed approximately 90% of its approximate 5.4% interest (the "Redeemed Interest") in BFP, LP. As a result, 245 Park Holding's remaining interest in BFP, LP was approximately 0.5% thereof, represented by 567.375 Class A Units (the "Retained Interest"). The managing general partner of BFP, LP was not affiliated with the Partnership and, subject to the partnership agreement of BFP, LP had full authority to manage its affairs.
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On December 29, 2014, BFP, LP transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.
Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $0.3 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference on any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.
BFP, LP can cause BFP/JMB to redeem all or any portion of the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.
The net proceeds of the $2.5 million distribution to the Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.
Persons who are interested in obtaining information concerning BFP, LP should be aware that Brookfield Office Properties, Inc. (“BOP”), formerly Brookfield Properties Corporation, filed periodic reports and other information, which included 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. BOP’s filings with the SEC are available to the public through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system accessible through the SEC's web site at http://www.sec.gov. On June 20, 2014, BOP became a private company and is no longer required to file with the SEC. This description is provided for informational purposes only. The Partnership does not prepare, and is not responsible for the preparation of, any of BOP’s reports or other information it filed with the SEC including, but not limited to, those concerning the business and financial results of BFP, LP. 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 BOP’s reports or other information.
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The Partnership's indirect interest in BFP/JMB was pledged as collateral for certain notes payable to JMB, of which one long-term note ("Replacement Note 1") and one demand note (the "Demand Note") remained unpaid as of January 1, 2006. Reference is made to Notes Payable to an Affiliate below. The security agreements for such notes required mandatory payment of principal and interest out of any net proceeds received upon the redemption, refinancing or other disposition of, or any distribution made with respect to, the Partnership's indirect interest in BFP, LP.
The outstanding balance of the Demand Note at December 31, 2015 is $6,827,065 and continues to accrue interest and be increased in principal amount by additional advances from JMB. Unless BFP, LP exercises its redemption rights discussed above, under current circumstances, it is unlikely that the Holders of Interests ever will receive any significant distributions from the Partnership. However, it is expected that Holders of Interests will be allocated a substantial amount of additional gain for Federal and state income tax purposes as a result of transactions which may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; or (iii) a reduction in the indebtedness of the 245 Park Avenue property or other indebtedness of the Partnership for Federal and state income tax purposes. 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.
Notes Payable to an Affiliate
Replacement Note 1, which was secured by the Partnership's indirect interest in BFP, LP and was scheduled to mature in January 2006, was consolidated into the Demand Note, effective January 2, 2006. Replacement Note 1 accrued interest at 2% per annum, with interest compounded annually and included in principal, and had a balance of $3,962,194, including $479,910 of accrued interest, as of January 2, 2006.
The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065 accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.
Accrued and unpaid interest due to an affiliate was $1,237,781 (of which $72,194 was accrued for 2015) and $1,165,587 (of which $376,339 was accrued for 2014) as of December 31, 2015 and 2014, respectively.
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Partnership Agreement
Pursuant to the terms of the Partnership Agreement, net profits and losses of the Partnership from operations are generally allocated 94% to the Holders and 6% to the General Partners. Profits from the sale or other disposition of all or substantially all of the Partnership's indirect interest in BFP/JMB or of all or substantially all of the 245 Park Avenue office building will be allocated to the General Partners in an amount equal to the greater of 1% of such profits or any cash from the proceeds of such sale or other disposition distributed to the General Partners, plus an additional amount of such profits to eliminate deficits, if any, in the General Partners' capital accounts. The remainder of such profits will be allocated to the Holders of Interest. All losses from the sale of all or substantially all of the Partnership's indirect interest in BFP/JMB will be allocated 99% to the Holders and 1% to the General Partners. All such profits or losses will be allocated among the Holders in proportion to the number of Interests held. For Federal income tax purposes, all interest expense recognized on the Demand Note is allocated to a General Partner.
The General Partners are not required to make any additional capital contributions except under certain limited circumstances upon dissolution and termination of the Partnership. Distributions of "Distributable Cash" (as defined) of the Partnership generally will be made 94% to the Holders of Interest and 6% to the General Partners. Distributions of "Sale Proceeds" or "Financing Proceeds" (as defined) will be made first to the Holders in an amount equal to their contributed capital, next to the General Partners in an amount equal to their capital contributions, and the balance 70% to the Holders and 30% to the General Partners. Distributions would be made to the General Partners and Holders of Interests generally only after the satisfaction of all Partnership liabilities, including, but not limited to, the Demand Note.
Transactions with Affiliates
The Partnership, pursuant to the Partnership Agreement, is permitted to engage in various transactions involving JMB Park Avenue, Inc., the Corporate General Partner, and its affiliates including the reimbursement for salaries and salary-related expenses of its employees, certain of its officers, and other direct expenses relating to the administration of the Partnership and the operation of the Partnership's real property investments. Fees, commissions and other expenses required to be paid by the Partnership to the General Partners and their affiliates as of and for the years ended December 31, 2015, 2014 and 2013 are as follows:
Any reimbursable amounts currently payable to the General Partners and its affiliates do not bear interest.
Reference is made to the Notes, "Investment in Unconsolidated Venture" and "Notes Payable to an Affiliate" above for a discussion of certain loans and notes payable by the Partnership to JMB and related collateral held by JMB.
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Supplementary Quarterly Data (Unaudited)
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Item 9.
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
There were no changes in, or disagreements with, accountants during 2015, 2014 and 2013.
Item 9A.
Item 9A.	Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") 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.
Management’s Report on Internal Control Over Financial Reporting
The Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management including the principal executive officer and the principal financial officer management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurances with respect to financial statement preparation and presentation.
Based on the Partnership's evaluation under the framework in Internal Control - Integrated Framework (2013), management concluded that its internal control over financial reporting was effective as of December 31, 2015.
Changes in Internal Control over Financial Reporting
There were no significant changes to our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Securities Exchange Act of 1934) during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Corporate General Partner of the Partnership, JMB Park Avenue, Inc., an Illinois corporation, is a wholly-owned subsidiary of JMB Investment Holdings - I, Inc., a Delaware corporation. All of the outstanding shares of stock of JMB Investment Holdings - I, Inc. are owned, indirectly, by JMB Realty Corporation, a Delaware corporation ("JMB") in the business of real estate investment. Substantially all of the shares of JMB are owned, directly or indirectly, by certain of its current and former officers and directors, members of their families and their affiliates. The Corporate General Partner has responsibility for all aspects of the Partnership's operations, subject to the requirement that the sale of all or substantially all of the Partnership's indirect interest in BFP/JMB, unless required by the terms of the BFP/JMB venture agreement, must be approved by the Associate General Partner of the Partnership, Park Associates, L.P., an Illinois limited partnership with JMB Park Avenue, Inc. as the sole general partner. The limited partners of the Associate General Partner are generally JMB, current or former officers and directors of JMB, their affiliates and current or former officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Partnership is subject to certain conflicts of interest arising out of its relationships with the General Partners and their affiliates as well as the fact that affiliates of the General Partners are engaged in a range of real estate activities. Certain services have been and may in the future be provided to the Partnership by affiliates of the General Partners, including administrative services. In general, such services are to be provided on terms no less favorable to the Partnership than could be obtained from independent third parties and are otherwise subject to conditions and restrictions contained in the Partnership Agreement. The Partnership Agreement permits the General Partners and their affiliates to provide services to, and otherwise deal and do business with, persons who may be engaged in transactions with the Partnership, and permits the Partnership to borrow from, purchase goods and services from, and otherwise to do business with, persons doing business with the General Partners or their affiliates. The General Partners and their affiliates may be in competition with the Partnership or its investment properties under certain circumstances, including for tenants for properties and/or for the sale of properties. Because the timing and amount of cash distributions and profits and losses of the Partnership may be affected by various determinations by the General Partners under the Partnership Agreement, including the establishment and maintenance of reasonable reserves, the timing of expenditures and the allocation of certain tax items under the Partnership Agreement, the General Partners may have a conflict of interest with respect to such determinations. The General Partners and their affiliates may also have a conflict of interest with respect to matters relating to the remaining JMB Demand Note, including, among other things, the enforcement of repayment of that note and the remedies available to JMB in the event of a default under that note, as well as with respect to matters concerning whether to continue to advance funds to the Partnership to permit it to pay its expenses. Reference is made to the discussions under "Investment in Unconsolidated Venture" and "Notes Payable to an Affiliate" in the Notes for further information concerning the term loan and demand note.
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The names, current positions and length of service therein of the director and executive officers of the Corporate General Partner of the Partnership are as follows:
Name Office
Served in
Office Since
Gary Nickele Vice President 12/18/90
Patrick J. Meara President and Director 12/22/00
H. Rigel Barber Vice President 03/26/84
Gailen J. Hull Vice President 03/26/84
There is no family relationship among any of the foregoing director or officers. The foregoing director has been elected to serve a term until the annual meeting of the Corporate General Partner to be held on August 9, 2016. All of the foregoing officers have been elected to serve terms until the first meeting of the Board of Directors held after the annual meeting of the Corporate General Partner held on August 11, 2015. There are no arrangements or understandings between or among any of said director or officers and any other person pursuant to which any director or officer was elected as such.
The foregoing director and officers are also officers and/or directors of JMB and various companies affiliated with JMB.
The business experience during the past five years of each such director and officer of the Corporate General Partner of the Partnership includes the following:
Gary Nickele (age 63) is Executive Vice President and General Counsel of JMB and an officer and/or director of various JMB affiliates. Mr. Nickele has been associated with JMB since February 1984. He holds a J.D. degree from the University of Michigan Law School and is a member of the Bar of the State of Illinois.
Patrick J. Meara (age 53) has been a Senior Vice President of JMB since January 1997. Prior to becoming President and Director of the Corporate General Partner, Mr. Meara was a Vice President of the Corporate General Partner from August 8, 2000 to December 22, 2000. He is also an officer and/or director of various other JMB affiliates. He has been associated with JMB, JMB Institutional Realty Corporation or their affiliates since 1987. Mr. Meara is a Certified Public Accountant.
H. Rigel Barber (age 67) is Executive Vice President and Chief Executive Officer of JMB and an officer of various JMB affiliates. Mr. Barber has been associated with JMB since March, 1982. He holds a J.D. degree from the Northwestern Law School and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 67), in addition to being a Vice President of JMB Park Avenue, Inc., has acted as the Chief Financial Officer of the Partnership since August 2002. He also is Senior Vice President and, since August 2002, Chief Financial Officer of JMB and an officer of various JMB affiliates. Mr. Hull has been associated with JMB since March, 1982. He holds a Masters degree in Business Administration from Northern Illinois University and is a Certified Public Accountant.
The Partnership is a limited partnership organized under the laws of the State of Illinois, and the rights of its partners and Holders of Interests are governed by its Partnership Agreement. Moreover, the Interests are not publicly traded. In view of these facts, as well as the limited business activity of the Partnership, the Corporate General Partner has determined that it is not necessary for the Partnership to have either an "audit committee financial expert" or a "code of ethics" as those terms are defined in the rules and regulations of the Securities and Exchange Commission.
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Item 11.
Item 11. Executive Compensation
The officers and the director of the Corporate General Partner receive no direct remuneration in such capacities from the Partnership. The General Partners are entitled to receive a share of cash distributions, when and as cash distributions are made to the Holders of Interests, and a share of profits or losses as described under the section entitled "Partnership Agreement" in the Notes. No such cash distributions were paid to the General Partners in 2015. The General Partners are expected to be allocated losses for tax purposes in 2015.
Item 12.
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters
(a)	No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Interests of the Partnership.
(b)	The Corporate General Partner, its executive officers and director and the Associate General Partner beneficially own the following Interests of the Partnership.
Title of Class
Name of
Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent
of Class
Limited Partnership Interests
Corporate General Partner, its
executive officers and director
and the Associate General
Partner as a group
0.5 Interests (1) less than 1%
(1)	Includes 0.5 Interest owned by an executive officer for which he has sole investment and voting power.
No executive officer or director of the Corporate General Partner of the Partnership possesses a right to acquire beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c)	There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date result in a change in control of the Partnership.
(d)	The Partnership has no compensation plans or individual compensation arrangements under which equity securities of the Partnership are authorized for issuance to any person.
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Item 13.
Item 13. Certain Relationships and Related Transactions
Pursuant to the Partnership Agreement, the Partnership is permitted to engage in various transactions involving affiliates of the Corporate General Partner of the Partnership. Such transactions may involve conflicts of interest for the General Partners or their affiliates, including, among others, those discussed in Item 10 above. Various relationships of the Partnership to the Corporate General Partner (and its director and executive officers) and its affiliates are also set forth above in Item 10.
The General Partners of the Partnership or their affiliates may be reimbursed for their direct expenses and out-of-pocket expenses relating to the administration of the Partnership and operation of the Partnership's real property investments. There were no such reimbursable expenses in 2015.
The General Partners and their affiliates are entitled to reimbursements of salary and salary related expenses for legal, accounting and certain other services. Such reimbursements will not exceed the lesser of the actual cost of such services or the amount which the Partnership would be required to pay independent parties for comparable services. Affiliates of the General Partners were entitled to reimbursements for such expenses in the amount of $31,214 and $31,041 in 2015 and 2014 respectively, of which $5,202 was payable at December 31, 2015.
Replacement Note 1, which was secured by the Partnership's indirect interest in BFP, LP and was scheduled to mature in January 2006, was consolidated into the Demand Note, effective January 2, 2006. Replacement Note 1 accrued interest at 2% per annum, with interest compounded annually and included in principal, and had a balance of $3,962,194, including $479,910 of accrued interest, as of January 2, 2006.
The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065 accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.
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Item 14.
Item 14. Principal Accountant Fees and Services
The Partnership has not adopted any pre-approval policies and procedures. All audit and permitted non-audit services are approved by the sole director of the Corporate General Partner of the Partnership before the service is undertaken.
The aggregate fees billed for professional services by KPMG LLP for 2015 and 2014 for these various services were:
In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees KPMG LLP invoiced the Partnership for professional services for the audit of the Partnership’s consolidated financial statements included in Form 10-K and review of consolidated financial statements included in Form 10-Qs, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “tax fees” are fees for tax compliance, tax advice and tax planning.
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PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)	The following documents are filed as part of this report.
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No annual report or proxy material for the fiscal year 2015 has been sent to the Partners of the Partnership. An annual report will be sent to the Partners subsequent to this filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: JMB Park Avenue, Inc.
Corporate General Partner
PATRICK J. MEARA
By:
Patrick J. Meara, President and Director
Chief Executive Officer
Date: March 16, 2016
GAILEN J. HULL
By:
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: March 16, 2016
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JMB/245 Park Avenue Associates, Ltd.
Exhibit Index
Document
Incorporated by
Reference
3-A. Amended and Restated Agreement of Limited Partnership of the Partnership. Yes
3-B. Amendment to the Amended and Restated Limited Partnership Agreement of Partnership of JMB/245 Park Avenue Associates, Ltd. Yes
4-A. Security Agreement, dated May 7, 2001, by JMB/245 Park Avenue Associates, Ltd. in favor of JMB Realty Corporation Yes
4-B. Note Split Agreement, dated October 8, 2004, by and between JMB Realty Corporation and JMB/245 Park Avenue Associates, Ltd. Yes
4-C. Replacement Note #1 to Second Amended and Restated Promissory Note, dated October 8, 2004, in the original principal amount of $3,482,283.71 Yes
4-D. Promissory Note, dated December 1, 2004, by and between JMB/245 Park Avenue Associates and JMB Realty Corporation Yes
10-A. Limited Liability Company Agreement of JMB 245 Park Avenue Holding Company, LLC dated as of November 12, 1996. Yes
10-B. Redemption Agreement between JMB 245 Park Avenue Holding Company, LLC, WFP Property G.P. Corp. and Brookfield Financial Properties, L.P. Yes
10-C. Fourth Amended and Restated Agreement of Limited Partnership of Brookfield Financial Properties, L.P. Yes
10-D. Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014. Yes
10-E. Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC. Yes
21. List of Subsidiaries of the Partnership. No
31.1. Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. No
31.2.
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities 15d-14(a) of the Securities Exchange Act of 1934, as amended.
No
32. Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. No
99. Article 14 (pages 15-17) of the Partnership's Amended and Restated Agreement of Limited Partnership No