250 West 57th St. Associates

March 31, 2012

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2012

¨	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 incorporation or organization)		(I.R.S. Employer Identification No.)
		(I.R.S. Employer Identification No.)

One Grand Central Place

60 East 42nd Street

New York, New York 10165

(Address of principal executive offices)

(212) 687-8700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

$3,600,000 of Participations in LLC Member Interests

Indicate by check mark whether 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 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 Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x.

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

250 West 57th St. Associates L.L.C.

(A Limited Liability Company)

Condensed Balance Sheets

(Unaudited)



	June 30, 2012			December 31, 2011
	(Unaudited)
Assets
Real Estate 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	)

		—			—

Building improvements		42,997,890			41,215,430
Less: accumulated depreciation		(6,878,385	)		(6,334,722	)

		36,119,505			34,880,708

Tenant improvements		4,447,319			2,702,193
Less: accumulated depreciation		(843,654	)		(548,783	)

		3,603,665			2,153,410

Land		2,117,435			2,117,435

Total real estate, net		41,840,605			39,151,553

Cash and cash equivalents		1,632,866			2,325,024
Due from Supervisor, a related party		60,000			60,000
Deferred costs		1,431,585			1,003,519
Other receivable		60,677			—
Prepaid insurance		14,826			—
Leasing costs, less accumulated amortization of $851,250 in 2012 and $740,183 in 2011		1,415,013			795,274
Mortgage refinancing costs, less accumulated amortization of $1,421,674 in 2012 and $1,263,152 in 2011		806,146			964,668

Total assets	$	47,261,718		$	44,300,038

Liabilities and members’ deficiency
Liabilities:
Mortgages payable	$	44,425,212		$	44,935,520
Accrued mortgage interest		197,806			201,523
Payable to Lessee, a related party		7,851,505			3,576,129
Accrued supervisory fees, a related party		—			20,000
Accrued expenses		38,080			55,901
Due to Supervisor, a related party		139,730			153,445

Total liabilities		52,652,333			48,942,518
Commitments and contingencies		—			—
Members’ deficiency (at June 30, 2012 and December 31, 2011, there were 720 units (at $5,000 per unit) of participation units outstanding)		(5,390,615	)		(4,642,480	)

Total liability and members’ deficiency	$	47,261,718		$	44,300,038

	March 31, 2012			December 31, 2011
Assets
Real Estate at 250-264 West 57th Street, New York, New York:
Building	$	4,940,682		$	4,940,682
Less: accumulated depreciation		(4,940,682	)		(4,940,682	)
		—			—
Building improvements		42,191,592			41,215,430
Less: accumulated depreciation		(6,604,397	)		(6,334,722	)
		35,587,195			34,880,708
Tenant improvements		2,702,193			2,702,193
Less: accumulated depreciation		(679,618	)		(548,783	)
		2,022,575			2,153,410
Land		2,117,435			2,117,435
Total real estate, net		39,727,205			39,151,553
Cash and cash equivalents		1,971,287			2,325,024
Due from Supervisor		60,000			60,000
Deferred costs		1,140,470			1,003,519
Other receivable		16,162			—
Leasing costs, less accumulated amortization of $794,464 in 2012 and $740,183 in 2011		1,471,800			795,274
Mortgage refinancing costs, less accumulated amortization of $1,342,413 in 2012 and $1,263,152 in 2011		885,407			964,668
Total assets	$	45,272,331		$	44,300,038
Liabilities and members’ deficiency
Liabilities:
Mortgages payable	$	44,682,124		$	44,935,520
Accrued mortgage interest		199,691			201,523
Payable to Lessee, a related party		5,300,082			3,576,129
Accrued supervisory fees, a related party		—			20,000
Accrued expenses		7,330			55,901
Due to supervisor		78,087			153,445
Total liabilities		50,267,314			48,942,518
Commitments and contingencies		—			—
Members’ deficiency (at March 31, 2012 and December 31, 2011, there were 720 units (at $5,000 per unit) of participation units outstanding)		(4,994,983	)		(4,642,480	)
Total liability and members’ deficiency	$	45,272,331		$	44,300,038

See notes to the condensed financial statements.

250 West 57th St. Associates L.L.C.

(A Limited Liability Company)

Condensed Statements of Operations

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(Unaudited)						(Unaudited)
Revenue:
Basic minimum annual rent, from a related party	$	866,237		$	817,836		$	1,732,472		$	1,635,503
Advance of primary overage rent, from a related party		188,000			188,000			376,000			376,000

Total rent income		1,054,237			1,005,836			2,108,472			2,011,503
Interest and dividend income		164			235			350			486

Total revenue		1,054,401			1,006,071			2,108,822			2,011,989

Expenses:
Interest on mortgages		680,400			645,848			1,364,334			1,294,972
Supervisory services, to a related party		31,426			30,500			62,851			61,000
Depreciation of building and tenant improvements		438,025			367,610			838,534			733,114
Amortization of leasing commissions		56,786			46,043			111,067			96,737
Professional fees, including amounts to a related party		49,229			30,850			103,003			60,833
Miscellaneous		14,168			—			17,168			3,000

Total expenses		1,270,034			1,120,851			2,496,957			2,249,656

Net Loss	($	215,633	)	($	114,780	)	($	388,135	)	($	237,667	)

Loss per $5,000 participation unit, based on 720 participation units outstanding during the period	($	299.49	)	($	159.42	)	($	539.08	)	($	330.09	)

Distributions per $5,000 participation unit consisted of the following:
Income	$	0		$	0		$	0		$	0
Return of capital		250.00			250.00			500.00			500.00

Total distributions	$	250.00		$	250.00		$	500.00		$	500.00

	For the Three Months Ended March 31,
	2012			2011
Revenue:
Basic minimum annual rent, from a related party	$	866,236		$	817,667
Advance of primary overage rent, from a related party		188,000			188,000
Total rent income		1,054,236			1,005,667
Dividend and interest income		185			251
Total revenue		1,054,421			1,005,918
Expenses:
Interest on mortgages		683,934			649,123
Supervisory services, to a related party		31,425			30,500
Depreciation of building and tenant improvements		400,510			365,504
Amortization of leasing costs		54,281			50,694
Professional fees		53,774			29,833
Miscellaneous		3,000			3,150
Total expenses		1,226,924			1,128,804
Net Loss	($	172,503	)	($	122,886	)
Earnings (loss) per $5,000 participation unit, based on 720 participation units outstanding during the period	($	239.59	)	($	170.68	)
Distributions per $5,000 participation unit consisted of the following:
Income	$	-0-		$	-0-
Return of capital		250.00			250.00
Total distributions	$	250.00		$	250.00

See notes to the condensed financial statements.

250 West 57th St. Associates L.L.C.

(A Limited Liability Company)

Statements of Members’ Deficiency

(Unaudited)



	For the Six Months Ended June 30, 2012			For the Year Ended December 31, 2011
		(Unaudited)
Members’ deficiency:
January 1, 2012	$	(4,642,480	)
January 1, 2011				$	(4,821,116	)
Add, net income (loss):
January 1, 2012 through June 30, 2012		(388,135	)
January 1, 2011 through December 31, 2011					3,461,340

		(5,030,615	)		(1,359,776	)

Less, distributions:
Distributions January 1, 2012 through
June 30, 2012		360,000
Distributions January 1, 2011 through
December 31, 2011					720,000
Distribution, December 14, 2011					2,562,704

		360,000			3,282,704

Members’ deficiency at the end of the period	$	(5,390,615	)	$	(4,642,480	)

	For the ThreeMonths EndedMarch 31, 2012			For the YearEndedDecember 31, 2011
Members’ deficiency:
January 1, 2012	$	(4,642,480	)
January 1, 2011				$	(4,821,116	)
Add, net income (loss):
January 1, 2012 through March 31, 2012		(172,503	)
January 1, 2011 through December 31, 2011					3,461,340
		(4,814,983	)		(1,359,776	)
Less, distributions:
Distributions January 1, 2012 through March 31, 2012		180,000
Distributions January 1, 2011 through December 31, 2011					720,000
Distribution, December 14, 2011					2,562,704
		180,000			3,282,704
Members’ deficiency at the end of the period	$	(4,994,983	)	$	(4,642,480	)

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 Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011
		(Unaudited)
Cash flows from operating activities:
Net loss	($	388,135	)	($	237,667	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of building and tenant improvements		838,534			733,114
Amortization of leasing costs		111,067			96,737
Amortization of mortgage refinancing costs		158,522			158,522
Changes in operating assets and liabilities:
Other receivable		(60,677	)		(57,758	)
Leasing costs paid		—			(101,646	)
Change in prepaid insurance		(14,826	)
Change in due to Supervisor, a related party		(25,774	)		—
Change in accrued mortgage interest		(3,717	)		(2,392	)
Change in accrued supervisory fees, a related party		(20,000	)		(31,000	)
Change in accrued expenses and other liabilities		(17,821	)		172,426

Net cash provided by operating activities		577,173			730,336

Cash flows from investing activities:
Purchase of building and tenant improvements		—			(1,860,055	)
Increase in payable to Lessee, a related party		16,984			1,961,700

Net cash provided by investing activities		16,984			101,645

Cash flows from financing activities:
Repayment of mortgages payable		(510,308	)		(482,828	)
Change in deferred costs		(416,007	)		(185,412	)
Distributions to Participants		(360,000	)		(360,000	)

Net cash used in financing activities		(1,286,315	)		(1,028,240	)

Net decrease in cash and cash equivalents		(692,158	)		(196,259	)
Cash and cash equivalents, beginning of period		2,325,024			1,513,152

Cash and cash equivalents, end of period	$	1,632,866		$	1,316,893

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,209,528		$	1,138,842

Supplemental information of non-cash, investing and financing activities.
Net cash used in investing activities excludes the increase of $4,258,392 in payable to Lessee for the period ended June 30, 2012.
Net cash used in financing activities includes an increase of $12,059 in Due to Supervisor for the period ended June 30, 2012.

	For the ThreeMonths EndedMarch 31, 2012			For the ThreeMonths EndedMarch 31, 2011
Cash flows from operating activities:
Net loss	($	172,503	)	($	122,886	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of building and tenant improvements		400,510			365,504
Amortization of leasing costs		54,281			50,694
Amortization of mortgage refinancing costs		79,261			80,937
Changes in operating assets and liabilities:
Other receivable		(16,162	)		(25,731	)
Leasing costs paid		—			(86,631	)
Change in due to Supervisor		(15,926	)
Change in accrued mortgage interest		(1,832	)		(838	)
Change in accrued supervisory fees, a related party		(20,000	)		(15,500	)
Change in accrued expenses and other liabilities		(48,571	)		(32,071	)
Net cash provided by operating activities		259,058			213,478
Cash flows from investing activities:
Purchase of building and tenant improvements		—			(1,444,584	)
Increase in payable to Lessee		16,984			1,531,214
Net cash provided by investing activities		16,984			86,630
Cash flows from financing activities:
Repayment of mortgages payable		(253,396	)		(241,644	)
Change in deferred costs		(196,383	)		(59,721	)
Distributions to Participants		(180,000	)		(180,000	)
Net cash used in financing activities		(629,779	)		(481,365	)
Net decrease in cash and cash equivalents		(353,737	)		(181,257	)
Cash and cash equivalents, beginning of period		2,325,024			1,513,152
Cash and cash equivalents, end of period	$	1,971,287			1,331,895
Supplemental disclosure of cash flow information:
Cash paid for interest	$	606,505		$	569,025
Net cash used in investing activities excludes the increase of $976,162 in payable to Lessee for the period ended March 31, 2012.
Net cash used in financing activities excludes a decrease of $59,432 in Due to Supervisor for the period ended March 31, 2012.

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. (“Registrant”) reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of ~~March~~June 3130, 2012 and its results of operations for the three and six months ended June 30, 2012 and cash flows for the ~~three~~ six months ended ~~March~~June 3130, 2012 and 2011. Information included in the condensed balance sheet as of December 31, 2011 has been derived from the audited balance sheet included in Registrant’s Form 10-K for the year ended December 31, 2011 (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 U.S. generally accepted accounting principles have been condensed or omitted from these financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements, notes to financial statements and the other information in the 10-K. The results of operations for the ~~three~~six months ended ~~March~~June 3130, 2012 are not necessarily indicative of the results to be expected for any interim period or 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 building known as 250 West 57^th Street (the “Building”), formerly known as the Fisk 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 future liability to a third party. Registrant’s members (“Members”) are Peter L. Malkin and Anthony E. Malkin (collectively, the “Agents”), each of whom also acts as an agent for holders of participations (“Participations”) in their respective member interests in Registrant (the “Participants”). The Members in Registrant hold senior positions at Malkin Holdings LLC (“Malkin Holdings” or the “Supervisor”), One Grand Central Place, 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”) under a long-term net operating lease dated May 1, 1954 (the “Lease”). In 1985, the Participants in Registrant consented to Registrant’s Agents granting Lessee four options to extend the Lease, in each case for an additional twenty-five year renewal period, the last expiring in 2103, all on the same terms as the original lease. The Agents intend to grant such options on behalf of Registrant, subject to Lessee’s compliance with such consents. Such options have been granted by the Agents and exercised by Lessee as to (a) the first renewal period from October 1, 2003 through September 30, 2028, and (b) the second renewal period from October 1, 2028 through September 30, 2053. The Participants in Registrant have consented to the granting of options to the Lessee to extend the lease for two additional 25-year renewal terms expiring in 2103. Lessee is a New York limited liability company whose members consist of, among others, Anthony E. Malkin and entities for the benefit of members of Peter L. Malkin’s and Anthony E. Malkin’s family.

Under the Lease, effective May 1, 1975, between Registrant and Lessee, basic annual rent (“Basic Rent”) was equal to mortgage principal and interest payments plus $28,000 for partial payment to Malkin Holdings for supervisory services. The lease modification dated November 17, 2000, and as further modified, between Registrant and Lessee provides that Basic Rent will be 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 shall be 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 (which remaining cash investment at ~~March~~June 3130, 2012, was equal to the ~~participants~~Participants’ original cash investment of $3,600,000) 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 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. It is not practical to estimate Secondary Overage Rent for the lease year ending on September 30 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 and records such amount in revenue in the three months ended September 30.

Rent income, earned from a related party, was $12,~~054~~108,~~236~~471 and $12,~~005~~011,~~667~~503 for the ~~quarter~~six ~~ended~~months ~~March~~ended June 3130, 2012 and 2011, respectively.

For the lease year ended September 30, 2011, Lessee reported net ~~operating~~ operating profit of $9,452,901 after deduction of Basic Rent. Lessee paid Primary Overage Rent of $752,000 for that lease year prior to September 30, 2011 and Secondary Overage Rent of $4,350,339 subsequent to September 30, 2011. The ~~Secondary~~ Secondary Overage Rent of $4,350,339 represents 50% of the excess of the Lessee’s net operating profit of $9,452,901 over $752,000, less $111 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, 2011 of $4,350,339 plus $111 of interest income was available for distribution by the Registrant to the Participants. After deducting $1,500,000 for (i) fees relating to a proposed consolidation of Registrant, other public and private entities supervised by Malkin Holdings and Malkin Holdings and certain affiliated management companies into Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a ~~REIT~~real estate investment trust, (ii) the increase in the supervisory fee to the Supervisor, (iii) accounting fees, (iv) general contingencies, (v) the Additional Payment to Supervisor of $284,745 (~~Item~~Note 11E), and (vi) the annual New York State filing fees of $3,000, the balance of $2,562,705 was distributed by Registrant to the Participants on December 14, 2011.

As a result of its revenue recognition policy, rental income for the ~~year~~six ~~ending~~months ended ~~December~~June 3130, 2012 and 2011 includes the advances of Primary Overage Rent received from ~~October~~January 1 to ~~December~~June 3130, but does not include any portion of Secondary Overage Rent based on the Lessee’s operations during that period.

The Supervisor of the Registrant has filed a registration statement on Form S-4 for the solicitation of consents of the Participants in the Registrant and other public limited liability companies supervised by the Supervisor to the Consolidation (as defined below). In the Consolidation, (x) the property interests of the Registrant, such other public limited liability companies and certain private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies will be contributed to the operating partnership of Empire State Realty Trust, Inc., a newly organized real estate investment trust.

Consents are required from Participants in the Registrant and such other public limited liability companies for them to contribute their interests in the Consolidation, and the solicitation of such consents will not commence until the SEC declares effective the registration statement on Form S-4. Consents have been obtained from participants in the private entities and the Supervisor and certain affiliated companies and affiliates of the Supervisor for them to make such contribution.

The consideration to be paid to the contributing companies and entities in the Consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third party. Such method of allocation has been approved by the Lessee. Based on the preliminary exchange values, if the Consolidation proposal is approved by the Registrant’s Participants, the consideration with respect to the Property will be allocated approximately 50% to the Registrant and 50% to the Lessee, which the Supervisor believes is in accordance with the historical treatment of the Registrant and the Lessee.

Note D Mortgages

On December 29, 2004, a first mortgage (the “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 make monthly payments of $184,213 applied to interest and principal calculated on a 25-year amortization schedule. The balance of the First Mortgage is $2726,~~029~~836,~~718~~394 at ~~March~~June 3130, 2012. The First Mortgage matures on January 5, 2015 when the principal balance will be $24,754,972. 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 Prudential Insurance Company of America. At closing, $2,100,000 was drawn and the remaining $10,310,000 had been drawn as of March 5, 2009. The initial draw of $2,100,000 and all subsequent draws required constant equal monthly payments of interest only, at the rate of 6.13% per annum until March 5, 2009. Commencing April 5, 2009, Registrant is required to make monthly payments of $80,947 applied to interest and principal calculated on a 25- year amortization schedule. The balance of the Second Mortgage is $11,717,791 at March 31, 2012. The Second Mortgage matures on January 5, 2015 when the principal balance will be $10,961,870. 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.

On October 15, 2009, Registrant closed on a $21,000,000 line of credit from Signature Bank secured by a mortgage on the Property, subordinate to the existing senior mortgage debt held by Prudential Insurance Company of America in the original amount of $42,910,000, and to be used for capital improvements. At closing $934,616 was drawn, and an additional $5,000,000 used for improvements and tenanting costs was drawn on December 22, 2011. The balance of the line of credit was $5,934,616 at March 31, 2012. The Signature Bank loan requires payments of interest only and is co-terminus with the existing senior mortgage debt. The $21,000,000 loan from Signature Bank was modified effective as of January 10, 2012 to provide for a reduction in the fluctuating rate of interest from a floor of 6.50% to 4.25% and to a reduction in the fixed rate to the greater of (i) 4.75% instead of 6.50%, or (ii) 300 basis points above the weekly average yield on U.S. Treasury Securities adjusted to a maturity date closest to the mortgage maturity date. The loan was also modified to allow borrower to elect prepayment without any prepayment fees if the fixed interest rate were the greater of (i) 5.00% instead of 6.75%, or (ii) 300 basis points instead of 325 basis points, above the weekly average yield on U .S. Treasury Securities adjusted to a maturity date closest to the mortgage maturity date.

~~The~~On ~~estimated~~May 25, ~~fair~~2006, ~~value~~a ofsecond ~~Registrant’s~~ mortgage ~~debt~~(the ~~based~~“Second onMortgage”) ~~available~~was ~~market~~placed on the ~~information~~Property isin ~~approximately~~the amount of $4612,~~895~~410,~~814~~000 with Prudential Insurance Company of America. At closing, $2,100,000 was drawn and the remaining $10,310,000 had been drawn as of March 315, ~~2012~~2009. The ~~fair~~initial ~~value~~draw of ~~borrowings~~$2,100,000 isand ~~estimated~~all bysubsequent ~~discounting~~draws required constant equal monthly payments of interest only, at the ~~future~~rate ~~cash~~of ~~flows~~6.13% per ~~using~~annum ~~current~~until March 5, 2009. Commencing April 5, 2009, Registrant is required to make monthly payments of $80,947 applied to interest ~~rates~~and principal calculated on a 25- year amortization schedule. The balance of the Second Mortgage is $11,654,202 at ~~which~~June 30, ~~similar~~2012. ~~borrowings~~The ~~could~~Second Mortgage matures on January 5, 2015 when the principal balance will be ~~made~~$10,961,870. byThe usSecond 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.

On October 15, 2009, Registrant closed on a $21,000,000 line of credit from Signature Bank secured by a mortgage on the Property, subordinate to the existing senior mortgage debt held by Prudential Insurance Company of America in the original amount of $42,910,000, and to be used for capital improvements. At closing $934,616 was drawn, and an additional $5,000,000 used for improvements and tenanting costs was drawn on December 22, 2011. The balance of the line of credit was $5,934,616 at June 30, 2012. The Signature Bank loan requires payments of interest only and is co-terminus with the existing senior mortgage debt. The $21,000,000 loan from Signature Bank was modified effective as of January 10, 2012 to provide for a reduction in the fluctuating rate of interest from a floor of 6.50% to 4.25% and to a reduction in the fixed rate to the greater of (i) 4.75% or (ii) 300 basis points in excess of the weekly average yield on U.S. Treasury Securities adjusted to a maturity date closest to the mortgage maturity date. The loan was also modified to allow borrower to elect prepayment without any prepayment fees if the fixed interest rate were the greater of (i) 5.00% or (ii) 300 basis points in excess of the weekly average yield on U .S. Treasury Securities adjusted to a maturity date closest to the mortgage maturity date.

The estimated fair value of Registrant’s mortgage debt based on available market information is approximately $46,680,927 as of June 30, 2012. The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

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’s Participants authorized a grant to the Lessee, upon completion of the Program, of the right to further extensions of the Lease beyond 2103, based on the net present benefit to Registrant of the improvements made.

~~The~~8 Program for improvements was further increased in 2006 from $31,400,000 to up to $82,300,000, again on the basis that such increase would allow a further extension of the Lease based on the net present benefit to Registrant of the improvements made. The Participants in Registrant and the members in Lessee have approved increasing the financing from the total of $42,910,000 provided by the First and Second Mortgages to up to $63,900,000. As of March 31, 2012, Registrant had incurred or accrued costs related to the improvement program of $45,581,785 and estimated that costs upon completion will be approximately $82,300,000. The balance of the costs of the Program will be financed primarily by the additional borrowings available under the $21,000,000 previously approved loan that closed on October 15, 2009 and Lessee’s operating cash flow. Amounts Payable to Lessee related to the program were $5,300,082 (of which $730,807 relate to unpaid leasing costs) and $3,576,129 as of March 31, 2012 and December 31, 2011, respectively.

The Program for improvements was further increased in 2006 from $31,400,000 to up to $82,300,000, again on the basis that such increase would allow a further extension of the Lease based on the net present benefit to Registrant of the improvements made. The Participants in Registrant and the members in Lessee have approved increasing the financing from the total of $42,910,000 provided by the First and Second Mortgages to up to $63,900,000. As of June 30, 2012, Registrant had incurred or accrued costs related to the improvement program of $48,133,209 and estimates that costs upon completion will be approximately $82,300,000. The balance of the costs of the Program will be financed primarily by the additional borrowings available under the $21,000,000 previously approved loan that closed on October 15, 2009 and Lessee’s operating cash flow. Amounts Payable to Lessee related to the program were $7,851,505 (of which $730,807 relate to unpaid leasing costs) and $3,576,129 as of June 30, 2012 and December 31, 2011, respectively.

Note E Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. The basic fee (the “Basic Payment”) had been payable at the rate of $40,000 per annum, payable $3,333 per month, since the fiscal year ended September 30, 1980. The Basic Payment was increased, with the approval of the Agents, by an amount equal to the increase in the Consumer Price Index since such date, resulting in an increase in the Basic Payment to $102,000 per annum effective July 1, 2010 to be adjusted annually for any subsequent increase in the Consumer Price Index. The fee is payable (i) not less than $2,333 per month, (ii) an additional $1,000 per month out of Primary Overage Rent payment and (iii) the balance out of available reserves from Secondary Overage Rent. Any deficiency in the portion of the fee payable from Primary or Secondary Overage Rent shall be payable out of Secondary Overage Rent in the next year in which Secondary Overage Rent is sufficient. The Agents also approved payment by Registrant, effective July 1, 2010, of the expenses in connection with regular accounting services related to maintenance of Registrant’s books and records. Such expenses were previously paid by Supervisor.

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~~June 3130, 2012 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.

The basic 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.

~~Accrued~~9 ~~supervisory fees, to a related party, were $0 and $20,000 at March 31, 2012 and December 31, 2011, respectively.~~

~~Registrant~~Accrued ~~also~~supervisory ~~pays Supervisor~~fees, ~~for~~to ~~other~~a ~~services~~related atparty, ~~hourly~~were ~~rates.~~$0 ~~Pursuant~~and to$20,000 ~~the~~at ~~fee~~June 30, ~~arrangements~~2012 ~~described~~and December 31, ~~herein~~2011, ~~Registrant~~respectively. ~~incurred~~Due ~~supervisory~~from ~~service~~Supervisor, ~~fees~~a ofrelated ~~$31~~party,~~425~~ ~~and~~was $3060,~~500~~000 ~~for~~at ~~the three-month periods ended March~~June 3130, 2012 and December 31, 2011, respectively. ~~No remuneration~~Due ~~was~~to ~~paid~~Supervisor, ~~during~~a ~~the~~related ~~three-month~~party, ~~periods~~was ~~ended~~$139,730 ~~March~~and $153,445 at June 3130, 2012 and December 31, 2011, ~~by Registrant to either of the Members~~respectively.

Registrant also pays Supervisor for other services at hourly rates. Pursuant to the fee arrangements described herein, Registrant incurred supervisory service fees of $62,851 and $61,000 for the six-month periods ended June 30, 2012 and 2011, respectively. No remuneration was paid during the six-month periods ended June 30, 2012 and 2011 by Registrant to either of the Members. Included in professional fees are amounts due to related parties of $14,578 and $37,602 for the three and six months ended June 30, 2012, respectively, and $13,500 and $25,833 for the three and six months ended June 30, 2011, respectively.

Reference is made to Note C above for a description of the terms of the Lease between Registrant and Lessee. The respective interest, if any, of the Members in Registrant and in Lessee arise solely from ownership of Participations in Registrant and of Member interests or participations 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 interest in Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor.

Note F Subsequent Events

Subsequent events have been evaluated for potential recognition and disclosure.

Note G Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ~~FASB~~Financial Accounting Standards Board guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

We use the following methods and assumptions in estimating fair value disclosures for financial instruments.

9Cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses. The carrying amount of cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses reported in our Condensed Balance Sheets approximates fair value due to the short maturity of these instruments.

~~Cash~~10 and cash equivalents, due from supervisor, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to lessee, a related party, due to supervisor, and accrued expenses: The carrying amount of cash and cash equivalents, due from supervisor, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to lessee, a related party, due to supervisor, and accrued expenses reported in our Condensed Balance Sheets approximates fair value due to the short maturity of these instruments.

Mortgages payable: The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made to us.

The methodologies used for valuing financial instruments have been categorized into three broad levels as follows:

Level 1 —– Quoted prices in active markets for identical instruments.

Level 2 —– Valuations based principally on other observable market parameters, including:

Quoted prices in active markets for similar instruments;

Quoted prices in less active or inactive markets for identical or similar instruments;

Other observable inputs (such as risk free interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates); and

Market corroborated inputs (derived principally from or corroborated by observable market data).

Level 3 —– Valuations based significantly on unobservable inputs.

Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations.

Valuations based on internal models with significant unobservable inputs.

These levels form a hierarchy. We follow this hierarchy for our financial instruments measured at fair value on a recurring and nonrecurring basis and other required fair value disclosures. The classifications are based on the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Fair Value Measurements. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The ~~use~~mortgages ofpayable ~~different~~had ~~market~~an ~~assumptions~~estimated ~~and/or~~fair ~~estimation~~value ~~methodologies~~based ~~may~~on ~~have~~discounted acash ~~material~~flow models, ~~effect~~based on ~~the~~Level ~~estimated~~3 ~~fair~~inputs, of approximately $46,680,927, compared to the book value ~~amounts~~of the related debt of $44,425,212, at June 30, 2012.

~~The~~Disclosure ~~mortgages~~about ~~payable~~fair ~~had~~value anof ~~estimated~~financial ~~fair~~instruments ~~value~~is based on ~~discounted~~pertinent ~~cash~~information ~~flow~~available ~~models~~to us as of June 30, ~~based~~2012. onAlthough ~~Level~~we 3are ~~inputs,~~not aware of ~~approximately $46,895,814,~~any ~~compared~~factors tothat would significantly affect the ~~book~~reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of ~~the~~these ~~related~~financial ~~debt~~statements since that date and current estimates of ~~$44,682,124,~~fair atvalue ~~March 31,~~may ~~2012.~~differ significantly from the amounts presented herein.

1011

Disclosure about fair value of financial instruments is based on pertinent information available to us as of March 31, 2012. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Note H Offering Costs

Through ~~March~~June 3130, 2012 we have incurred external offering costs of $1,~~140~~431,~~470~~585, of which we have incurred $~~136~~428,~~951~~066 and $59185,~~721~~411 for the ~~three~~six month periods ended ~~March 31~~June 30, 2012 and 2011, respectively, and are reflected as deferred costs on Registrant’s Condensed Balance Sheets. Such costs are comprised of accounting fees, legal fees, and other ~~professional~~ professional fees. Such costs have been deferred and shall be recorded as a reduction of proceeds of the Consolidation and IPO (as defined below), or expensed as incurred if the Consolidation and IPO is not consummated. $68139,~~239~~730 ofand $109,560 of these costs are in Due to Supervisor at ~~March~~June 30, 2012 and December 31, ~~2012~~2011, respectively. Additional offering costs for work done by employees of the Supervisor of $2337,~~024~~602 and $1225,~~333~~833 for the ~~quarter~~six months ended ~~March~~June 3130, 2012 and 2011, respectively, were incurred and advanced by the Supervisor and have ~~been~~or will be reimbursed to the Supervisor by the entities to be included in the ~~consolidation~~Consolidation and IPO.

Item 2. Management’s Discussion and Analysis of ~~Financial Condition and Results of Operations.~~

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 anticipated in the forward looking statements. 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 the line of credit and amounts for supervisory services. Registrant is required to pay from Primary Overage Rent and Secondary Overage Rent the Additional Payment to Supervisor, other expenses and then to distribute the balance of such Overage Rent less any additions to reserves 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.

During the ~~three~~six-month period ended ~~March~~June 3130, 2012, 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.

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~~rental income increased by $4896,~~503~~969 for the ~~three~~ six month period ended ~~March~~June 3130, 2012 as compared with the corresponding period of the prior year, ~~primarily~~ attributable to an increase in Basic Rent to cover an increase in debt service - as a result of a $5,000,000 draw on December 22, 2011 on the Signature Bank line of credit that increased the loan balance - for the ~~three~~six month period ended ~~March~~June 3130, 2012 as compared with the corresponding period of the prior year.

Total ~~expenses~~rental income increased by $9848,~~120~~401 for the three month period ended ~~March~~ June 3130, 2012 as compared with the corresponding period of the prior year, primarily attributable to: an increase in ~~interest~~Basic Rent onto ~~the~~cover ~~mortgages~~an ~~payable~~increase ofin ~~$34,811~~debt service - as a result of a $5,000,000 draw on December 22, 2011 on the Signature Bank line of credit that increased the loan balance; an- increase in depreciation of assets and amortization on leasing costs of $38,593 attributable to improvements placed in service in 2011 and an increase in professional fees of $23,941, including $10,691 to Supervisor for services rendered in connection with a proposed consolidation of Registrant, other public and private entities supervised by Malkin Holdings and Malkin Holdings and certain affiliated management companies into Empire State Realty Trust, Inc., a newly formed REIT for the three month period ended ~~March 31~~June 30, 2012 as compared with the corresponding period of the prior year.

Total expenses increased by $247,301 for the six month period ended June 30, 2012 as compared with the corresponding period of the prior year, primarily attributable to: a) a net increase in interest on the mortgages payable of $69,362, consisting of an increase of $96,968 due to the $5,000,000 increase of the Signature line of credit loan in December 2011 and an aggregate decrease of $27,606 on the Prudential First Mortgage and Second Mortgage; b) an increase in depreciation of assets and amortization on leasing costs of $119,750 attributable to improvements placed in service in the second half of 2011 and first half of 2012; and c) and an increase in professional fees of $42,170 including $11,769 to Supervisor for services rendered in connection with a proposed consolidation of Registrant, other public and private entities supervised by the Supervisor and the Supervisor and certain affiliated management companies into Empire State Realty Trust, Inc., a newly formed real estate investment trust (collectively, the “Consolidation”) and initial public offering of Class A common stock of Empire State Realty Trust, Inc. (the “IPO”) for the six month period ended June 30, 2012 as compared with the corresponding period of the prior year.

Total expenses increased by $149,183 for the three month period ended June 30, 2012 as compared with the corresponding period of the prior year, primarily attributable to: a) an increase in interest on the mortgages payable of $34,552 as a result of a $5,000,000 draw on December 22, 2011 on the Signature Bank line of credit that increased the loan balance; b) an increase in depreciation of assets and amortization on leasing costs of $81,158 attributable to improvements placed in service in the second half of 2011 and first quarter of 2012; and c) an increase in professional fees of $18,379 including $14,578 to Supervisor for services rendered in connection with the Consolidation and IPO for the three month period ended June 30, 2012 as compared with the corresponding period of the prior year.

Liquidity and Capital Resources

Registrant’s liquidity has decreased at ~~March~~ June 3130, 2012 as compared with December 31, 2011 as a result of 1) ~~accrued~~ costs incurred in connection with the ~~proposed~~Consolidation ~~formation~~and ~~of the REIT~~IPO, and 2) commitments for reimbursement to Lessee under the improvement program. Registrant may from time to time set aside cash for general contingencies. ~~Recent~~Adverse ~~adverse~~ developments in economic, credit and investment markets over the last several years impaired general liquidity (although some improvement in such markets has arisen recently) and the developments may negatively impact Registrant and/or space tenants at the Building. Any such impact should be ameliorated by the fact that (a) each of Registrant and its Lessee has very low debt in relation to asset value, (b) the maturity of Registrant’s existing and planned debt will not occur within the next 24 months, and (c) the Building’s rental revenue is derived from a substantial number of tenants in diverse businesses with lease termination dates spread over numerous years.

Amortization payments due under the First Mortgage commenced February 5, 2007, calculated on a 25-year amortization schedule. Amortization payments under the Second Mortgage commenced April 5, 2009, calculated on a 25-year amortization schedule. The First and the Second Mortgages mature on January 5, 2015. The line of credit requires payment of interest only and also matures on January 5, 2015. Registrant does not maintain any reserve to cover the payment of such mortgage indebtedness at maturity. Therefore, repayment of mortgage debt 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 real estate capital and operating markets return to more stable patterns, consistent with long-term historical real estate trends in the geographic area in which the Property is located, Registrant anticipates that the value of the Property will be in excess of the amount of the senior mortgage debt and the line of credit balances at maturity.

Registrant anticipates that funds for short-term working capital requirements for the Property will be provided by cash on hand, approximately $15,000,000 available to be drawn on the line of credit from Signature Bank, and rental payments received from the Lessee. Long-term sources of working capital will be provided by rental payments received from the Lessee and/or external financing. However, as noted above, Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Property.

~~The~~14 Supervisor of the Registrant has filed a registration statement on Form S-4 for the solicitation of consents of the Participants in the Registrant and other public limited liability companies supervised by the Supervisor to a consolidation transaction. In such consolidation, (x) the property interests of the Registrant, such other public limited liability companies and certain private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies will be contributed to the operating partnership of Empire State Realty Trust, Inc., a newly organized real estate investment trust.

~~Consents~~The ~~are~~Supervisor ~~required~~of ~~from~~the ~~Participants~~Registrant inhas ~~the~~filed ~~Registrant~~a ~~and~~registration ~~such~~statement ~~other~~on ~~public~~Form ~~limited~~S-4 ~~liability~~for ~~companies~~the ~~for~~solicitation ~~them~~of toconsents ~~contribute~~of ~~their~~the ~~interests~~Participants in the ~~consolidation,~~Registrant and ~~the~~other ~~solicitation~~public oflimited ~~such~~liability ~~consents~~companies ~~will~~supervised ~~not~~by ~~commence~~the ~~until~~Supervisor to the ~~SEC~~Consolidation. ~~declares~~In ~~effective~~the Consolidation, (x) the ~~registration~~property ~~statement~~interests onof ~~Form~~the ~~S-4.~~Registrant, ~~Consents~~such ~~have~~other ~~been~~public limited ~~obtained~~liability ~~from~~companies ~~participants~~and incertain ~~the~~ private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies ~~and~~will ~~affiliates~~be ofcontributed to the ~~Supervisor~~operating ~~for~~partnership ~~them~~of toEmpire ~~make~~State ~~such~~Realty ~~contribution~~Trust, Inc., a newly organized real estate investment trust.

~~The~~Consents ~~consideration~~are torequired befrom ~~paid~~Participants toin the ~~contributing~~Registrant ~~companies~~ and ~~entities~~such inother ~~the consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third~~public ~~party.~~limited ~~Such~~liability ~~method~~companies offor ~~allocation~~them ~~has~~to ~~been~~contribute ~~approved~~their byinterests ~~the~~in ~~Lessee. Based on~~ the ~~preliminary exchange values~~Consolidation, ifand the ~~consolidation~~solicitation ~~proposal~~of issuch ~~approved~~consents bywill ~~the~~not ~~Registrant’s~~commence ~~Participants,~~until the ~~consideration~~SEC ~~with~~declares ~~respect~~effective to the ~~Property~~registration ~~will~~statement ~~be allocated~~on ~~approximately~~Form ~~50%~~S-4. toConsents ~~the~~have ~~Registrant~~been ~~and~~obtained from ~~50%~~participants toin the ~~Lessee,~~private ~~which~~entities and the Supervisor ~~believes~~and iscertain inaffiliated ~~accordance~~companies ~~with~~and ~~the~~affiliates ~~historical treatment~~ of the ~~Registrant~~Supervisor ~~and~~for ~~the~~them ~~Lessee~~to make such contribution.

13The consideration to be paid to the contributing companies and entities in the Consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third party. Such method of allocation has been approved by the Lessee. Based on the preliminary exchange values, if the Consolidation proposal is approved by the Registrant’s Participants, the consideration with respect to the Property will be allocated approximately 50% to the Registrant and 50% to the Lessee, which the Supervisor believes is in accordance with the historical treatment of the Registrant and the Lessee.

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, 2011. Inflationary trends in the economy do not directly affect Registrant’s operations since Registrant does not actively engage in the operation of the Property. Inflation may impact the operations of Lessee. Lessee is required to pay Basic Rent, regardless of the results of its operations. Inflation and other operating factors affect the amount of Primary and Secondary Overage Rent payable by Lessee, which is based on Lessee’s net operating profit.

Security Ownership

The Members in Registrant do not hold any Participations in their individual capacities.

As of ~~March~~June 3130, 2012, 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 $167,500 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, $7,500 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations.

Anthony E. Malkin owned of record as trustee and co-trustee, but not beneficially, $10,000 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Item 4.

Controls and Procedures.

~~(a)~~• Evaluation of disclosure controls and procedures. The Supervisor 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~~June 30, 2012, the end of the period covered by this report, has concluded that as of that date Registrant’s disclosure controls and procedures were effective and designed to ensure that material information relating to Registrant would be made known to it by others within those entities on a timely basis.

~~(b)~~• 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, 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:

Malkin Holdings 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 Malkin Holdings and Mr. Malkin. Malkin Holdings 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. On behalf of himself and Malkin Holdings, Mr. Malkin has requested, or intends to request, such voluntary agreement from all investors, which may include renewing such request in the future for any investor who previously received such request and failed to confirm agreement at that time. Because any related payment has been, or will be, made only by consenting investors, Registrant has not provided for the expense and related liability with respect to such costs in these financial statements.

Five putative class actions have been brought by Participants in Registrant and several other entities supervised by Malkin Holdings that own fee or leasehold interests in various properties located in New York City, the first of which was filed March 1, 2012 (the “Class Actions”). As now pending in New York State Supreme Court, New York County, each Class Action challenges the proposed consolidation of those and other properties supervised by Malkin Holdings into a real estate investment trust (the “REIT”) and the initial public offering of shares in Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a REIT. The plaintiffs assert claims against Malkin Holdings, Malkin Properties, L.L.C., Malkin Properties of New York, L.L.C., Malkin Properties of Connecticut, Inc., Malkin Construction Corp., Anthony E. Malkin, Peter L. Malkin, Estate of Leona M. Helmsley, Empire State Realty OP, L.P., and the REIT (“Defendants”) for breach of fiduciary duty and/or aiding and abetting breach of fiduciary duty, alleging, inter alia, that the terms of the transaction are unfair to the Participants and overly favorable to Malkin Holdings and related parties. The complaints seek money damages and injunctive relief preventing the proposed transaction. On April 3, 2012, plaintiffs moved for consolidation of the actions and for appointment of co-lead counsel. Defendants filed a response consenting to consolidation, and taking no position with respect to appointment of co-lead counsel. The motion is scheduled to be heard by the court on June 21, 2012.

The Class Actions are in a very preliminary stage, with no responses to the complaints having been filed to date. Defendants have stated they believe the Class Actions are without merit and intend to defend them vigorously.

Item 6. Exhibits

		EXHIBIT INDEX
Number		Document
24.1		Power of Attorney dated May 10, 2012 between Members in Registrant and Mark Labell which is being filed as Exhibit 24.1 to Registrant’s 10-Q for the period ended March 31, 2012.
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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

As of the date of this 10-Q report, five putative class actions have been brought by Participants in Empire State Building Associates L.L.C. and several other entities supervised by Malkin Holdings that own fee or leasehold interests in various properties located in New York City, the first of which was filed March 1, 2012 (the “Class Actions”). As currently pending in New York State Supreme Court, New York County, each Class Action challenges the proposed consolidation of those and other properties supervised by Malkin Holdings into a real estate investment trust (the “REIT”) and the initial public offering of shares of Class A common stock in Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a REIT. The plaintiffs assert claims against Malkin Holdings, Malkin Properties, L.L.C., Malkin Properties of New York, L.L.C., Malkin Properties of Connecticut, Inc., Malkin Construction Corp., Anthony E. Malkin, Peter L. Malkin, Estate of Leona M. Helmsley, Empire State Realty OP, L.P., and Empire State Realty Trust, Inc. (“Defendants”) for breach of fiduciary duty, unjust enrichment, and/or aiding and abetting breach of fiduciary duty, alleging, inter alia, that the terms of the transaction and the process in which it was structured (including the valuation which was employed) are unfair to the investors in the existing entities, the consolidation provides excessive benefits to the Malkin Holdings group and the prospectus/consent solicitation fails to make adequate disclosure. The complaints seek money damages and injunctive relief preventing the proposed transaction. On April 3, 2012, plaintiffs moved for consolidation of the actions and for appointment of co-lead counsel. The motion was granted on June 26, 2012, and the plaintiffs have 120 days from that date to file a consolidated amended complaint.

The Class Actions are in a very preliminary stage, with no responses to the complaints having been filed to date.

The outcome of this litigation is uncertain, however, and as a result, the Defendants may incur costs associated with defending or settling such litigation or paying any judgment if they lose. In addition, the Defendants may be required to pay damage awards or settlements. At this time, the Defendants cannot reasonably assess the timing, outcome of this litigation, and an estimate of the amount of loss, or its effect, if any, on the Defendants’ financial statements if applicable. Defendants have stated they believe the Class Actions are baseless and intend to defend them vigorously.

There is a risk that other third parties will assert claims against the Defendants, including, without limitation, that the Defendants breached their fiduciary duties to participants or that the consolidation violates the relevant operating agreements, and third parties may commence litigation against the Defendants.

Item 6.

Exhibits


Number		EXHIBIT INDEX Document

24.1		Power of Attorney dated July 23, 2012 between Members in Registrant and Mark Labell which is being filed as Exhibit 24.1 to Registrant’s 10-Q for the period ended June 30, 2012.

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.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, 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 Power of Attorney, dated ~~May~~August July 1023, 2012 (the “Power”) and is supervisor of the accounting functions.

250 WEST 57th ST. ASSOCIATES L.L.C.

(Registrant)

By /s/ Mark Labell

Mark Labell as Senior Vice President, Finance of Malkin Holdings LLC,

Supervisor of 250 West 57th St. Associates L.L.C.* and as Attorney-in-Fact on behalf of:

Peter L. Malkin, Member

Anthony E. Malkin, Member

Date: ~~May 18~~August 9, 2012

Registrant’s organizational documents do not provide for a Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company that is supervised by Malkin Holdings LLC. Accordingly, this Form 10-Q is being signed by a senior executive and a senior member of the financial/accounting staff of Registrant’s Supervisor in such capacities.

1719

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Non-Accelerated Filer

Smaller Reporting Company

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