250 WEST 57TH ST ASSOCIATES L.L.C. - 10-Q - 20081008 - FORM
-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2666
250 WEST 57th ST. ASSOCIATES L.L.C.
(Exact name of Registrant as specified in its charter)
A New York Limited Liability Company 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ]. No [ ] .
Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Act) Yes [ ] No [ X ] .
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Property situated at 250-264 West 57
th
Street, New York, New
York:
Building
$4,940,682
$4,940,682
Less: accumulated depreciation
4,940,682
4,940,682
0
0
Building improvements
33,174,119
33,173,876
Less: accumulated depreciation
3,554,843
3,346,608
29,619,276
29,827,268
Land
2,117,435
2,117,435
Total real estate, net
31,736,711
31,944,703
Cash and cash equivalents
5,212,747
5,191,151
Receivable from participants re: NYS estimated tax
500
0
Leasing commissions
Less: accumulated amortization
1,542,746
509,966
1,032,780
1,542,746
466,177
1,076,569
Mortgage refinancing costs
1,282,593
1,282,593
Less: accumulated amortization
354,022
320,132
928,571
962,461
Total assets
$38,911,309
$39,174,884
Liabilities and Members' Deficiency:
Liabilities:
Mortgages payable
$37,147,555
$37,301,770
Accrued interest
167,954
168,639
Building improvement costs payable
2,773,901
3,282,693
Payable to lessee, a related party
2,958,374
2,449,340
Total liabilities
43,047,784
43,202,442
Commitments and contingencies
-
-
Members' deficiency
(4,136,475)
(4,027,558)
Total liabilities and members' deficiency
$38,911,309
$39,174,884
See notes to the condensed financial statements.
250 West 57th St. Associates
L.L.C.
(A Limited Liability Company)
Condensed Statements of Income
(Unaudited)
For the Three Months
Ended March 31,
2008
2007
Revenues:
Basic minimum annual rent, from a related party
$672,278
$616,086
Advance of primary overage rent, from a related party
188,000
188,000
Total rent income
860,278
804,086
Miscellaneous income
962
1,200
Dividend income
33,925
13,680
Total revenues
$895,165
$818,966
Expenses:
Interest on mortgages
510,379
462,209
Supervisory services, to a related party
15,000
15,000
Amortization of leasing commissions
43,789
43,000
Depreciation of building improvements
208,235
196,330
Amortization of mortgage refinancing costs
33,890
33,890
Professional fees and miscellaneous
12,789
500
Total expenses
824,082
750,929
Net Income
71,083
68,037
Earnings per $5,000 participation unit, based on
720 participation units outstanding during the period
98.73
94.50
Distributions per $5,000 participation unit
consisted of the following:
Income
98.73
94.50
Return of capital
151.27
155.50
Total distributions
$250.00
$250.00
At March 31, 2008 and 2007, there were $3,600,000 of
participation units outstanding.
See notes to the condensed financial statements.
250 West 57
th
St. Associates
L.L.C.
(A Limited Liability Company)
Statements of Members' Deficiency
(Unaudited)
For the Three Months Ended
March 31, 2008
For the Year
Ended
December 31, 2007
Members' deficiency:
January 1, 2008
January 1, 2007
$(4,027,558)
$(3,746,060)
Add, net income:
January 1, 2008 through March 31, 2008
71,083
0
January 1, 2007 through December 31, 2007
0
3,224,257
(3,956,475)
(521,803)
Less distributions:
Distributions January 1, 2008 through
March 31, 2008
180,000
0
Distributions January 1, 2007 through December 31,
2007
0
720,000
Distribution, November 30, 2007
0
2,785,755
180,000
3,505,755
Members' deficiency:
March 31, 2008
December 31, 2007
$(4,136,475)
$(4,027,558)
See notes to the condensed financial statements.
250 West 57th St. Associates L.L.C.
(A Limited Liability Company)
Condensed Statements of Cash Flows
(Unaudited)
For the Three
For the Three
Months Ended
Months Ended
March 31, 2008
March 31, 2007
Cash flows from operating activities:
Net income
$71,083
$68,037
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of building improvements
208,235
196,330
Amortization of leasing commissions
43,789
43,000
Amortization of mortgage refinancing costs
33,890
33,890
Change in leasing commissions
-
(50,053)
Change in accrued interest
(685)
842
Net cash provided by operating activities
356,312
292,046
Cash flows from investing activities:
Purchase of building improvements
(243)
(82,015)
Change in building improvement costs payable
(508,791)
-
Change in receivable from participants
(502)
(5,202)
Net cash used in investing activities
(509,536)
(87,217)
Cash flows from financing activities:
Proceeds from mortgages payable
-
250,000
Repayment of mortgages payable
(154,214)
(97,701)
Increase in due to lessee
509,034
50,053
Distributions to participants
(180,000)
(180,000)
Net cash provided by financing activities
174,820
22,352
Net change in cash and cash equivalents
21,596
227,181
Cash and cash equivalents,
beginning of period
5,191,151
1,276,460
Cash and cash equivalents, end of period
$5,212,747
$1,503,641
Cash paid for: Interest
$511,063
$461,366
Supplemental disclosure of
noncash investing and financing activities:
Short-term debt payable to lessee and others incurred
for the purchase of building improvements
$ 0
$534,282
See notes to the condensed financial statements.
Notes To Condensed Financial Statements (unaudited)
Note A Interim Period Reporting
In the opinion of management, the accompanying unaudited
condensed financial statements of 250 West 57th St. Associates L.L.C. (the
"Registrant") reflect all adjustments, consisting of normal recurring accruals,
necessary to present fairly the financial position of Registrant as of March 31,
2008 and its results of operations and cash flows for the three months ended
March 31, 2008 and 2007. Information included in the condensed balance sheet as
of December 31, 2007 has been derived from the audited balance sheet included in
Registrant's Form 10-K for the year ended December 31, 2007 (the "10-K")
previously filed with the Securities and Exchange Commission (the "SEC").
Pursuant to rules and regulations of the SEC, certain information and
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted from these financial statements unless
significant changes have taken place since the end of the most recent fiscal
year. Accordingly, these unaudited condensed financial statements should be read
in conjunction with the financial statements, notes to financial statements and
the other information in the 10-K. The results of operations for the three
months ended March 31, 2008 are not necessarily indicative of the results to be
expected for the full year.
Note B Organization
Registrant is a New York limited liability company which was
organized as a joint venture on May 25, 1953. On September 30, 1953, Registrant
acquired fee title to the "Fisk Building" (the "Building") and the land
thereunder located at 250-264 West 57th Street, New York, New York
(collectively, the "Property"). On November 30, 2001, Registrant converted to a
limited liability company under New York law and is now known as 250 West
57
th
St. Associates L.L.C. The conversion did not change any aspect
of the assets and operations of Registrant other than to protect its
participants from any future liability to a third party. Registrant's members
("Members") are Peter L. Malkin and Anthony E. Malkin each of whom also acts as
an agent (collectively, the "Agents"), for holders of participations in his
respective member interests in Registrant (the "Participants"). The Members in
Registrant hold senior positions at Wien & Malkin LLC ("Wien & Malkin"
or the "Supervisor"), 60 East 42nd Street, New York, New York, which provides
supervisory and other services to Registrant and Lessee. See Note E below.
Note C Lease
Registrant does not operate the Property. Registrant leases the
Property to Fisk Building Associates L.L.C. (the "Lessee") pursuant to an
operating lease, as modified (the "Lease"), the current term of which expires on
September 30, 2028. The Participants in Registrant have consented to the
granting of options to the Lessee to extend the Lease for three additional
twenty-five year renewal terms expiring in 2103. Lessee is a New York limited
liability company whose members consist of, among others, entities for the
benefit of members of Peter L. Malkin's family.
Under the Lease between Registrant and Lessee, effective May 1,
1975, basic annual rent ("Basic Rent") was equal to mortgage principal and
interest payments plus $28,000 payable to Wien & Malkin for supervisory
services. The Lease modification dated November 17, 2000 between Registrant and
Lessee provides that Basic Rent is equal to the sum of $28,000 plus the
installment payments for interest and amortization (not including any balloon
payment due at maturity) currently payable on all mortgages. Basic Rent is
payable in monthly installments on the first day of each calendar month in an
amount equal to $2,333.33 plus the projected debt service due on the mortgages
on the first day of the ensuing calendar month (with a reconciliation to be made
as soon as practicable thereafter). Basic Rent is adjusted on a
dollar-for-dollar basis by changes in the annual debt service on the mortgages.
See Note D.
Lessee is required to make a monthly payment to Registrant, as
an advance against primary overage rent ("Primary Overage Rent"), of an amount
equal to its operating profit for its previous lease year in the maximum amount
of $752,000 per annum. Lessee currently advances $752,000 each year, which is
recorded in revenues in monthly installments of $62,667 and permits Registrant
to make regular monthly distributions at 20% per annum on the Participants'
remaining original cash investment, and to pay $1,667 monthly to Supervisor as
an advance of the additional payment (the "Additional Payment").
Lessee is also required to make an annual payment to Registrant
of secondary overage rent ("Secondary Overage Rent") subsequent to September
30
th
of the amount representing 50% of the excess of the net
operating profit (as defined) of the Lessee for the lease year ending September
30
th
over the Primary Overage Rent of $752,000, less the amount
representing interest earned and retained by Registrant on funds borrowed for
the building improvement program described below. Since it is not practicable to
estimate Secondary Overage Rent for the lease year ending on the ensuing
September 30
th
which would be allocable to the first nine months of
the lease year until the Lessee, pursuant to the Lease, renders to Registrant a
report on the operation of the Property, Registrant recognizes Secondary Overage
Rent when earned from the Lessee, at the close of the lease year ending
September 30
th
.
For the lease year ended September 30, 2007, Lessee reported
net operating profit of $7,472,948 after deduction of Basic Rent. Lessee paid
Primary Overage Rent of $752,000 for that lease year prior to September 30, 2007
and Secondary Overage Rent of $3,281,822 subsequent to September 30, 2007. The
Secondary Overage Rent of $3,281,822 represents 50% of the excess of the
Lessee's net operating profit of $7,472,948 over $752,000, less $78,653
representing interest earned and retained by Registrant on funds borrowed for
the improvement program. As a result, the Secondary Overage Rent paid by the
Lessee subsequent to September 30, 2007 of $3,281,822 plus $78,653 of interest
income was available for distribution by the Registrant to the Participants.
After deducting the Additional Payment to Supervisor of $309,528 (Note E),
$200,000 added as a cash reserve for contingencies (there were no related
charges to expenses), $64,692 of costs that were incurred in response to an
unaffiliated third party tender offer, and annual New York State limited
liability company filing fees of $500, the balance of $2,785,755 was distributed
to the Participants on November 30, 2007.
As a result of its revenue recognition policy, rental income
for the year ending December 31
st
includes the advances of Primary
Overage Rent received from October 1
st
to December 31
st
,
but does not include any portion of Secondary Overage Rent based on the Lessee's
operations during that period.
Note D Mortgages
On December 29, 2004, a first mortgage ("First Mortgage") was
placed on the Property in the amount of $30,500,000 with Prudential Insurance
Company of America. At closing, $3,000,000 was drawn and the remaining
$27,500,000 was drawn during 2005. These draws paid off the pre-existing first
mortgage of $15,500,000 with Emigrant Savings Bank on September 1, 2005 and were
used to finance capital improvements as needed. The initial draw of $3,000,000
and all subsequent draws required constant equal monthly payments of interest
only at the rate of
5.33% per annum until January 5, 2007. Commencing
February 5, 2007 Registrant is required to repay the full $30,500,000 in equal
monthly payments of $184,213 applied to interest and principal calculated on a
twenty-five year amortization schedule. The First Mortgage
matures on
December 5, 2014. The First Mortgage may be prepaid at any time, in whole only,
upon payment of a prepayment penalty based on a yield maintenance formula. There
is no prepayment penalty if the First Mortgage is paid in full during the last
90 days of the term.
On May 25, 2006, a second mortgage (the "Second Mortgage") was
placed on the Property in the amount of $12,410,000 with the Prudential
Insurance Company. $2,100,000 was drawn at closing and an additional $5,250,000
had been drawn as of March 31, 2008. The remaining $5,060,000 will be drawn
through March 5, 2009 to finance capital improvements as needed. The initial
draw of $2,100,000 and all subsequent draws require constant equal monthly
payments of interest only, at the rate of 6.13% per annum until March 5, 2009.
Commencing April 5, 2009, constant monthly payments of interest and principal of
$80,947 will be required. The Second Mortgage
matures on January 5, 2015.
The Second Mortgage may be prepaid at any time, in whole only, upon payment of a
prepayment penalty based on a yield maintenance formula. There is no prepayment
penalty if the Second Mortgage is paid in full during the last 60 days of the
term.
In 1999, the Participants in Registrant and the members in
Lessee consented to a building improvement program (the "Program") estimated to
cost approximately $12,200,000. In 2004, the Participants and Lessee approved an
increase in the Program from $12,200,000 to approximately $31,400,000 under
substantially the same conditions as had previously been approved. To induce the
Lessee to approve the Program, Registrant agreed to grant to the Lessee, upon
completion of the Program, the right to further extensions of the Lease beyond
2103, based on the net present benefit to Registrant of the improvements made.
The Program was further increased in 2006 from $31,400,000 to up to $82,300,000.
The Participants in Registrant and the members in Lessee have approved increased
refinancing of $20,990,000 from the total of $42,910,000 provided by the First
and Second Mortgages to up to $63,900,000. Such increase would extend the lease
beyond 2103, based on the net present benefit to Registrant of the improvements
made. As of March 31, 2008, the Registrant had incurred or accrued costs related
to the improvement program of $32,486,119 and estimated that costs upon
completion will be approximately $82,334,000. The balance of the costs of the
Program will be financed primarily by the remaining $5,060,000 that may be drawn
under the Second Mortgage and the additional $20,990,000 of loans previously
approved.
Note E Supervisory Services
Registrant pays Supervisor for supervisory services and
disbursements. The supervisory fees are $40,000 per annum (the "Basic Payment"),
payable in equal monthly installments. Of the annual $40,000 Basic Payment,
$28,000 is paid from Basic Rent and $12,000 is paid from Primary Overage Rent
received by Registrant. Any Additional Payment is payable from Secondary Overage
Rent.
The supervisory services provided to Registrant by Supervisor
include, but are not limited to, maintaining all of its entity and Participant
records, performing physical inspections of the Building, providing or
coordinating certain counsel services to Registrant, reviewing insurance
coverage, conducting annual supervisory review meetings, receipt of monthly rent
from Lessee, payment of monthly and additional distributions to the
Participants, payment of all other disbursements, confirmation of the payment of
real estate taxes, active review of financial statements submitted to Registrant
by Lessee and financial statements audited by and tax information prepared by
Registrant's independent registered public accounting firm, and distribution of
related materials to the Participants. Supervisor also prepares quarterly,
annual and other periodic filings with the SEC and applicable state authorities.
Registrant also pays Supervisor for other services at hourly
rates.
No remuneration was paid during the three-month period ended
March 31, 2008 by Registrant to either of the Members as such.
Registrant pays Supervisor an Additional Payment equal to 10%
of all distributions to Participants in any year in excess of the amount
representing a return to them at the rate 15% per annum on their remaining cash
investment in Registrant (which remaining cash investment at March 31, 2008 was
equal to the Participants' original cash investment of $3,600,000). For tax
purposes, such Additional Payment is recognized as a profits interest, and the
Supervisor is treated as a partner, all without modifying each Participant's
distributive share of reportable income and cash distributions.
Reference is made to Note C above for a description of the
terms of the Lease between Registrant and Lessee. The respective interests of
the Members in Registrant and in Lessee arise solely from ownership of their
respective participations in Registrant and member interests in Lessee. The
Members as such receive no extra or special benefit not shared on a pro rata
basis with all other Participants in Registrant or members in Lessee. However,
all of the Members hold senior positions at Supervisor (which supervises
Registrant and Lessee) and, by reason of their positions at Supervisor, may
receive income attributable to supervisory or other remuneration paid to
Supervisor by Registrant and Lessee
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Forward Looking Statements
Readers of this discussion are advised that the discussion
should be read in conjunction with the financial statements of Registrant
(including related notes thereto) appearing elsewhere in this Form 10-Q. Certain
statements in this discussion may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect Registrant's current expectations regarding
future results of operations, economic performance, financial condition and
achievements of Registrant, and do not relate strictly to historical or current
facts. Registrant has tried, wherever possible, to identify these
forward-looking statements by using words such as "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or words of similar meaning.
Although Registrant believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties, which may cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, the following: general economic and business conditions, which
will, among other things, affect demand for rental space, the availability of
prospective tenants, lease rents and the availability of financing; adverse
changes in Registrant's real estate market, including, among other things,
competition with other real estate owners, risks of real estate development and
acquisitions; governmental actions and initiatives; and environmental/safety
requirements.
Financial Condition and Results of Operations
Registrant was organized solely for the purpose of owning the
Property subject to a net operating lease of the Property held by Lessee.
Registrant is required to pay, from Basic Rent under the Lease, the charges on
the First and Second Mortgages and amounts for supervisory services. Registrant
is required to pay from Primary Overage Rent and Secondary Overage Rent the
Additional Payment to Supervisor and then to distribute the balance of such
Overage Rent to the Participants. See Note E to the condensed financial
statements. Pursuant to the Lease, Lessee has assumed responsibility for the
condition, operation, repair, maintenance and management of the Property.
Accordingly, Registrant need not maintain substantial reserves or otherwise
maintain liquid assets to defray any operating expenses of the Property.
Registrant's results of operations are affected primarily by
the amount of rent payable to it under the Lease. The amounts of Primary Overage
Rent and Secondary Overage Rent are affected by the New York City economy and
real estate rental market, which is difficult for management to forecast.
Registrant does not pay dividends. During the three-month
period ended March 31, 2008, Registrant made regular monthly distributions of
$83.33 for each $5,000 Participation ($1,000 per annum for each $5,000
Participation). There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such distributions depends
on the ability of Lessee to make monthly payments of Basic Rent, Primary Overage
Rent, and Secondary Overage Rent to Registrant in accordance with the terms of
the Lease. Registrant expects to make distributions so long as it receives the
payments provided for under the Lease.
On November 30, 2007, Registrant made an additional
distribution of $3,869 for each $5,000 Participation. Such distribution
represented the balance of Secondary Overage Rent paid by Lessee in accordance
with the terms of the Lease after deducting the Additional Payment to
Supervisor, establishment of a cash reserve for contingencies, annual limited
liability company filing fee and costs incurred in response to an unaffiliated
third party tender offer. See Notes C and E to the condensed financial
statements herein.
The following summarizes, with respect to the current period
and corresponding period of the previous year, the material factors affecting
Registrant's results of operations for such periods:
Total revenues increased for the three-month period ended March
31, 2008 as compared with the three-month period ended March 31, 2007. Such
increase was the result of an increase in Basic Rent income to cover an increase
in debt service and an increase in dividend income attributable to funds
borrowed for the improvement program for the three-month period ended March 31,
2008 as compared with the three-month period ended March 31, 2007.
Total expenses increased for the three-month period ended March
31, 2008 as compared with the three-month period ended March 31, 2007. Such
increase was the result of increases in interest on mortgages payable,
amortization of leasing commissions, depreciation of building improvements,
professional fees and miscellaneous expense for the three-month period ended
March 31, 2008 as compared with the three-month period ended March 31, 2007.
Liquidity and Capital Resources
Registrant's liquidity has increased at March 31, 2008 as
compared with March 31, 2007 as a result of draws on the Second Mortgage.
Registrant has remaining draws available of $5,060,000 from the Second Mortgage
of $12,410,000. Costs relating to the improvement program were funded from
proceeds of the First Mortgage of $30,500,000, all of which has been drawn at
March 31, 2008, and from proceeds of $7,350,000 drawn on the Second Mortgage
through March 31, 2008. The Participants of Registrant and the members in Lessee
have approved increased refinancing of $20,990,000 from the total of $42,910,000
provided by the First and Second Mortgages to up to $63,900,000. Registrant may
from time to time set aside cash for the payment of contingencies.
Amortization payments due under the First Mortgage commenced
February 5, 2007, calculated on a twenty-five year amortization schedule.
Amortization payments under the Second Mortgage commence April 5, 2009. The
First Mortgage matures on December 5, 2014 at which time the principal balance
is scheduled to be $24,754,972. The Second Mortgage matures January 5, 2015 at
which time the principal balance is scheduled to be $10,937,418. Registrant does
not maintain any reserve to cover the payments of such mortgage indebtedness at
maturity. Therefore, repayment of the First and Second Mortgages will depend on
Registrant's ability to arrange a refinancing. Assuming that the Property
continues to generate an annual net profit in future years comparable to that in
past years, and assuming further that current real estate trends continue in the
geographic area in which the Property is located, Registrant anticipates that
the value of the Property would be in excess of the amount of the First and
Second Mortgage balances at maturity.
Registrant anticipates that funds for working capital for the
Property will be provided by rental payments received from the Lessee and, to
the extent necessary, from additional capital investment by the members in the
Lessee and/or external financing.
Registrant has the following contractual obligations:
Payments due by period
Contractual Obligations
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
Long-Term Debt Obligations
$37,147,555
$637,776
$1,828,923
$2,042,156
$32,638,700
Interest Obligations
14,430,197
2,096,895
4,534,912
4,321,679
3,476,711
Capital Lease Obligations
0
0
0
0
0
Purchase Obligations
0
0
0
0
0
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet
0
0
0
0
0
Total
$51,577,752
$2,734,671
$6,363,835
$6,363,835
$36,115,411
Inflation
Registrant believes that there has been no material change in
the impact of inflation on its operations since the filing of its report on Form
10-K for the year ended December 31, 2007.
Security Ownership
The Members in Registrant do not hold any Participations in
their individual capacities.
As of March 31, 2008, certain of the Members in Registrant held
Participations as follows:
Entities for the benefit of members of Peter L. Malkin's family
owned of record and beneficially $131,946 of Participations. Peter L. Malkin
disclaims any beneficial ownership of such Participations, except that related
family trusts or entities are required to complete scheduled payments to Peter
L. Malkin.
Peter L. Malkin owned of record as trustee, but not
beneficially, $17,500 of Participations. Peter L. Malkin disclaims any
beneficial ownership of such Participations.
Anthony E. Malkin owned of record as trustee, but not
beneficially, $10,000 of Participations. Anthony E. Malkin disclaims any
beneficial ownership of such Participations.
Item 4T. Controls and Procedures.
Evaluation of disclosure controls and procedures. A senior member of the
Supervisor functioning in the capacity of Registrant's chief executive
officer and Registrant's chief financial officer, after evaluating the
effectiveness of Registrant's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934, Rules 13a-15(e) and
15d-15(e)) as of March 31, 2008, the end of the period covered by this
report, has concluded that Registrant's disclosure controls and procedures
were effective and designed to ensure that material information relating to
Registrant would be made known to him by others within those entities on a
timely basis.
Changes in internal controls over financial reporting. There were no
changes in Registrant's internal controls over financial reporting that
occurred during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Registrant's
internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant was the subject of the following
material litigation:
Wien & Malkin and Peter L. Malkin, a member in Registrant,
were engaged in a proceeding with Lessee's former managing agent,
Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing, and
supervision of the property that is subject to the Lease to Lessee. In this
connection, certain costs for legal and professional fees and other expenses
were paid by Wien & Malkin and Mr. Malkin. Wien & Malkin and Mr. Malkin
have represented that such costs will be recovered only to the extent that (a) a
competent tribunal authorizes payment or (b) an investor voluntarily agrees that
his or her proportionate share be paid. Accordingly, Registrant's allocable
share of such costs is as yet undetermined, and Registrant has not provided for
the expense and related liability with respect to such costs in its financial
statements. As a result of an August 29, 2006 settlement agreement, which
included termination of this proceeding, Registrant will not recognize any gains
or losses from this proceeding other than the possible charges for the
aforementioned fees and expenses.
Item 6. Exhibits
The exhibits hereto are being incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
The individual signing this report on behalf of Registrant is
Attorney-in-Fact for Registrant and each of the Members in Registrant, pursuant
to Powers of Attorney, dated October 14, 2003 (collectively, the "Power").
250 WEST 57th ST. ASSOCIATES L.L.C.
(Registrant)
By /s/ Mark Labell
Mark Labell, Attorney-in-Fact*
Date: October 8, 2008
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the undersigned as Attorney-in-Fact for
each of the Members in Registrant, pursuant to the Power, on behalf of
Registrant on the date indicated.
* Mr. Labell supervises accounting functions for Registrant.
EXHIBIT INDEX
Number
Document
Page*
3 (a)
Attached hereto as Exhibit 3(c) is Registrant's Consent and Operating
Agreement dated as of November 30, 2001 as a Limited Liability Company
which incorporates by reference the Registrant's prior Joint Venture
Agreement, dated May 25,1953 which was filed as Exhibit No. 1 to
Registrant's Registration Statement on Form S-1 (the "Registration
Statement") and is itself incorporated by reference as an exhibit
hereto.
3 (b)
Amended Buisness Certificate of Registrant filed with the Clerk of New
York County on July 24, 1998, reflecting a change in the Partners of
Registrant effective as of April 15, 1998, which was filed as Exhibit 3(b)
to Registrant's 10-Q-A for the quarter ended September 30, 1998 and is
incorporated by reference as an exhibit hereto.
3 (c)
Registrant's Consent and Operating Agreement dated as of November 30,
2001
3 (d)
Registrant's Consent and Operating Agreement dated as of November 30,
2001
24
Powers of Attorney dated October 14, 2003 between Partners in
Registrant and Mark Labell which is filed as Exhibit 24 to Registrant's
10-Q for the quarter ended September 30, 2003 and is incorporated by
reference as an exhibit hereto.
EXHIBIT INDEX
(cont.)
Number
Document
Page*
31.1
Certification of Mark Labell, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2
Certification of Mark Labell, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1
Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*Page references are based on sequential numbering system.
Exhibit 31.1
CERTIFICATIONS
I, Mark Labell, certify that:
I have reviewed this Quarterly Report on Form 10-Q of 250 West 57th St.
Associates L.L.C.;
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this report;
The Registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we
have:
Designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the Registrant is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
Evaluated the effectiveness of the Registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
Disclosed in this report any change in the Registrant's internal control
over financial reporting that occurred during the Registrant's most recent
fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting;
and
The Registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant's auditors and the audit committee of the Registrant's board of
directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls
over financial reporting.
Date: October 8, 2008
By /s/ Mark Labell
Name: Mark Labell
Title: Senior Vice President, Finance
Wien & Malkin LLC, Supervisor of 250 West 57th St. Associates L.L.C.
Exhibit 31.2
CERTIFICATIONS
I, Mark Labell, certify that:
I have reviewed this Quarterly Report on Form 10-Q of 250 West 57th St.
Associates L.L.C.;
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this report;
The Registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we
have:
Designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the Registrant is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
Evaluated the effectiveness of the Registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
Disclosed in this report any change in the Registrant's internal control
over financial reporting that occurred during the Registrant's most recent
fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting;
and
The Registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant's auditors and the audit committee of the Registrant's board of
directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls
over financial reporting.
Date: October 8, 2008
By /s/ Mark Labell
Name: Mark Labell
Title: Senior Member of Financial/Accounting Staff of Wien & Malkin LLC,
Supervisor of 250 West 57th St. Associates L.L.C.
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C., Section 1350 as adopted
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Mark Labell, is signing this Chief Executive
Officer certification as Senior Vice President, Finance of Wien & Malkin
LLC, the supervisor* of 250 West 57th St. Associates L.L.C. ("Registrant") to
certify that:
the Quarterly Report on Form 10-Q of Registrant for the quarterly period
ended March 31, 2008 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)); and
the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
Registrant.
Dated: October 8, 2008
By /s/ Mark Labell
Mark Labell
Senior Vice President, Finance
Wien & Malkin LLC, Supervisor
*Registrant's organizational documents do not provide for a Chief Executive
Officer or other officer with equivalent rights and duties. As described in the
Report, Registrant is a limited liability company which is supervised by Wien
& Malkin LLC. Accordingly, this Chief Executive Officer certification is
being signed by a senior executive of Registrant's supervisor.
Exhibit 32.2
Certification Pursuant to 18 U.S.C., Section 1350 as adopted
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Mark Labell, is signing this Chief Financial
Officer certification as a senior member of the financial/accounting staff of
Wien & Malkin LLC, the supervisor* of 250 West 57th St. Associates L.L.C.
("Registrant"), to certify that:
the Quarterly Report on Form 10-Q of Registrant for the quarterly period
ended March 31, 2008 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m
or 78o(d)); and
the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
Registrant.
Dated: October 8, 2008
By /s/ Mark Labell
Mark Labell
Senior Vice President, Finance
Wien & Malkin LLC, Supervisor
*Registrant's organizational documents do not provide for a
Chief Financial Officer or other officer with equivalent rights and duties. As
described in the Report, Registrant is a limited liability company which is
supervised by Wien & Malkin LLC. Accordingly, this Chief Financial Officer
certification is being signed by a senior member of the financial/accounting
staff of Registrant's supervisor.