FORM 10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005 

	[  ]	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 0-827 

EMPIRE STATE BUILDING ASSOCIATES L.L.C. 

(Exact name of registrant as specified in its charter)

New York	13-6084254

	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)

Registrant's telephone number, including area code (212) 687-8700

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

None

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

$33,000,000 of Participations in LLC Member Interests

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 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 ].

The aggregate market of the voting stock held by non-affiliates of the Registrant:  Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ___

 

 

 

 

 

EXPLANATORY NOTE 

We are filing this Form 10-K/A for the fiscal year ended December 31, 2005 to include audited financial statements of the Sublessee in accord with SAB 71.  The audited financial statements enclosed herein reflect no change in Registrant's consolidated balance sheets as of December 31, 2005 and December 31, 2004, and the related consolidated statements of operations, members' equity and cash flows for each of the years in the three-year period then ended.  Originally, Registrant included in its Form 10-K for each of those years only the audited income statement of the Sublessee. 

All items included in the original Form 10-K for the fiscal year ended December 31, 2005 remain in effect without amendment as of the date of the original filing thereof.  This Form 10-K/A does not purport to provide a general update or discussion of any other developments subsequent to the original filing. 

 

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

FORM 10-K/A 

FISCAL YEARS ENDED DECEMBER 31, 2005 AND 2004

Item Number in

Form 10-K/A
Page

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EMPIRE STATE BUILDING COMPANY L.L.C

FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated:

New York,  NY

										July 20, 2006								
 

 

 

 

 

 

 

 

Empire State Building Company L.L.C.

 

 

 

Contents

 

 

										Page
 

Report of independent auditors 	3			

Comparative balance sheets - assets                                                                4 

Comparative balance sheets - liabilities and members' capital              	5

Comparative statements of income	6

Analysis of members' capital	7

Comparative statements of cash flow 	8

Notes to financial statements                                                                         9  - 13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Auditors

 

 

 

 

To the Members of Empire State Building Company L.L.C.

	We have audited the accompanying balance sheets of Empire State Building Company L.L.C. as of December 31, 2005 and 2004, and the related statements of income, analysis of members' capital, and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

	We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.   We believe that our audits provide a reasonable basis for our opinion.

	In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Empire State Building Company L.L.C. at December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. 

 

							/s/ McGrath, Doyle & Phair CPA				

			

New York, NY

July 20, 2006

 

 

 

 

 

 

 

 

 

 

 

 

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Empire State Building Company L.L.C.
BALANCE SHEETS
ASSETS
December 31,
2005
2004
Current Assets:
  Cash and cash equivalents
 $  24,453,460 
 $13,922,296 
  Due from Empire State Building, Inc. 
       3,563,066 
     1,333,098 
  Due from Helmsley-Spear, Inc. - Agency account
         592,611 
       177,194 
  Accounts receivable and accrued charges to tenants:
    Rent and electric inclusion
       5,088,200 
     4,719,633 
    Escalation rent 
       2,831,881 
     2,976,972 
    Cleaning services
         146,367 
       118,842 
  Prepaid expenses:
    Real estate taxes
     11,500,836 
   11,770,371 
    Rent
           75,490 
         75,490 
    Insurance premiums
       1,018,729 
       958,244 
  Total current assets
     49,270,640 
   36,052,140 
Fixed Assets:
  Building improvements and equipment
 $ 56,932,902 
 $ 54,880,947 
  Less-Accumulated depreciation
    18,061,764 
     38,871,138 
    15,993,628 
   38,887,319 
  Sub-leasehold
        740,000 
        740,000 
  Less-Accumulated depreciation
        711,919 
           28,081 
        707,953 
         32,047 
Sub-leasehold improvements in progress
       9,562,455 
     4,291,590 
  Total fixed assets
     48,461,674 
   43,210,956 
Other Assets:
  Deferred leasing commissions
    43,061,004 
    38,846,921 
  Less-Accumulated amortization
    27,298,631 
     15,762,373 
    24,365,833 
   14,481,088 
  Deferred legal fees
        363,515 
        363,515 
  Less-Accumulated amortization
        281,888 
           81,627 
        257,439 
       106,076 
  Other receivables
         212,350 
         16,856 
  Deposits - other
                980 
              980 
  Total other assets
     16,057,330 
   14,605,000 
TOTAL ASSETS
 $113,789,644 
 $93,868,096 
 

 

 

 

 

Empire State Building Company L.L.C.
BALANCE SHEETS
LIABILITIES AND MEMBERS' CAPITAL
December 31,
2005
2004
Current liabilities:
  Accounts payable
 $    2,832,093 
 $  1,871,333 
  Accrued additional rent
       1,324,979 
       719,543 
  Accrued expenses
       2,960,577 
     1,729,626 
  Total current liabilities
       7,117,649 
     4,320,502 
Other liabilities:
  Security deposit trust accounts
 $   7,152,385 
 $   6,963,428 
  Tenants' security deposits
    (7,152,385)
                  -   
    (6,963,428)
                -   
  Lease payable
         323,691 
                -   
  Rents received in advance
         248,315 
       376,440 
  Total liabilities
       7,689,655 
     4,696,942 
Members' capital - December 31, 2005
   106,099,989 
   89,171,154 
 

 

 

 

 

 

Empire State Building Company L.L.C.
STATEMENTS OF INCOME
Years Ended December 31,
2005
2004
Revenues:
  Rental
 $ 65,937,828 
 $ 62,782,300 
  Observatory income
    40,981,278 
    32,124,500 
  Antenna license fee income
    12,110,519 
     9,974,570 
  Other revenue
                 -   
          39,996 
  Investment income
        700,706 
        222,662 
  Total revenues
  119,730,331 
  105,144,028 
Expenses:
  Basic rent
     6,018,750 
     6,018,750 
  Repairs and supplies
     9,206,063 
    13,164,628 
  Labor costs
    19,748,475 
    19,721,835 
  Advertising
        536,798 
        600,728 
  Website costs
        255,760 
        297,856 
  Utilities
     3,134,225 
     2,730,066 
  Insurance
     8,562,337 
     8,758,412 
  Real Estate taxes
    23,271,606 
    23,161,480 
  Other expenses
     3,113,154 
     3,197,918 
  Depreciation and amortization
     5,029,349 
     4,552,911 
  Total expenses
    78,876,517 
    82,204,584 
Net income before overage rent
    40,853,814 
    22,939,444 
Overage rent
    16,324,979 
     9,469,543 
NET INCOME
 $ 24,528,835 
 $ 13,469,901 
 

 

 

 

Empire State Building Company L.L.C.
ANALYSIS OF MEMBERS' CAPITAL
2005
2004
Members' capital - January 1, 
 $  89,171,154 
 $  83,301,253 
Net income for the year ended December 31, 
     24,528,835 
     13,469,901 
   113,699,989 
     96,771,154 
Less-Distributions:
  Monthly distributions, at $300,000 per month
      (3,600,000)
      (3,600,000)
  Extra distribution 
      (4,000,000)
      (4,000,000)
MEMBERS' CAPITAL - DECEMBER 31
 $106,099,989 
 $  89,171,154 
 

 

 

Empire State Building Company L.L.C.
STATEMENTS OF CASH FLOW
Years Ended December 31,
2005
2004
Cash flows from operating activities:
  Net income
 $ 24,528,835 
 $ 13,469,901 
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation
     2,072,102 
     1,730,051 
      Amortization
     2,957,247 
     2,822,860 
      Changes in assets and liabilities:
        (Increase) decrease in receivables
       (446,495)
        446,505 
        Decrease (increase) in prepaid expenses
        209,050 
       (380,093)
        (Increase) decrease in due from Empire State 
          Building, Inc.and Helmsley-Spear, Inc.
    (2,645,385)
        321,089 
        Increase in accounts payable
        960,760 
        395,277 
        Increase (decrease) in accrued expenses
     1,836,387 
       (685,203)
        Increase in lease payable
        323,691 
                 -   
        (Decrease) increase in rents received in advance
       (128,125)
        164,477 
.
  Net cash provided in operating activities
    29,668,067 
    18,284,864 
Cash flows from investing activities:
  Additions to property
    (2,051,955)
    (2,436,813)
  Additional sub-leasehold improvements in progress
    (5,270,865)
       (537,627)
  Increase in leasing commissions
    (4,214,083)
    (4,387,666)
  Net cash used for investing activities
   (11,536,903)
    (7,362,106)
Cash flows from financing activities:
  Distributions to members
    (7,600,000)
    (7,600,000)
  Net cash used in financing activities
    (7,600,000)
    (7,600,000)
  Net increase in cash
    10,531,164