<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2000
[ ] Transition report under Section 13 or 15 (d) of the Exchange Act
For the transition period from to
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Commission file number: 000-24167
EBS Building, L.L.C.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 43-1794872
------------------------------- --------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o PricewaterhouseCoopers, LLP, 800 Market Street,
St. Louis, Missouri 63101-2695
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(Address of Principal Executive Offices)
(314)206-8500
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrants filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of June 30, 2000, there
were 10,000,000 Class A Membership Units outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EBS BUILDING, L.L.C.
BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
JUNE 30, 2000 DECEMBER 31, 1999
(UNAUDITED)
<S> <C> <C>
ASSETS
Rental property $21,992,282 $22,387,946
Cash 692,365 819,394
Rents receivable 510,653 454,855
Prepaid expenses 90,317 20,810
Lease commissions (net) 975,309 1,024,593
Lease restructuring costs (net) - 8,500
Loan costs (net) 111,339 174,600
Other assets 202 202
------------------------ -------------------------
Total assets $24,372,467 $24,890,900
======================== =========================
LIABILITIES
Note payable $6,891,683 $6,833,512
Accounts payable 40,351 44,744
Accrued professional fees 86,953 63,068
Accrued utilities 16,288 74,955
Accrued salaries 12,482 3,916
Accrued property taxes 187,080 -
Accrued payable - other 17,079 79,719
Tenant security deposits 158,842 213,186
Prepaid rent 88 6,165
------------------------ -------------------------
Total liabilities 7,410,846 7,319,265
======================== =========================
MEMBERS' EQUITY:
Membership Units (Class A - 10,000,000 authorized,
issued and outstanding at June 30, 2000 and December
31, 1999) - -
Paid-in capital 19,810,522 19,810,522
Retained earnings (2,848,901) (2,238,887)
------------------------ -------------------------
Total members' equity 16,961,621 17,571,635
------------------------ -------------------------
Total liabilities and members' equity $ 24,372,467 $24,890,900
======================== =========================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
EBS BUILDING, L.L.C.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
FOR THE 3 MONTHS ENDED FOR THE 6 MONTHS ENDED
------------------------------------- ------------------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Income:
Rent $ 908,146 $ 1,082,825 $ 1,783,037 $ 1,846,538
Other 61,917 23,223 72,769 53,642
------------------ ----------------- ------------------ -----------------
Total income 970,063 1,106,048 1,855,806 1,900,180
------------------ ----------------- ------------------ -----------------
Expenses:
Maintenance 236,232 235,428 421,077 452,535
Professional fees 147,697 185,080 332,967 333,574
Utilities 119,651 187,949 283,936 367,167
General and administrative 124,822 323,992 308,721 485,552
Depreciation 270,661 258,327 513,713 511,176
Taxes (including real estate taxes) 93,540 121,879 187,080 243,758
Interest expense 166,653 125,448 330,199 159,268
Other operating expenses 29,740 51,701 88,127 96,169
------------------ ----------------- ------------------ -----------------
Total expenses 1,188,996 1,489,804 2,465,820 2,649,199
------------------ ----------------- ------------------ -----------------
Net loss $ (218,933) $ (383,756) $ (610,014) $ (749,019)
================== ================= ================== =================
Net loss per Class A Unit - primary $ (0.02) $ (0.04) $ (0.06) $ (0.07)
Net loss per Class A Unit -
fully diluted $ (0.02) $ (0.04) $ (0.06) $ (0.07)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
EBS BUILDING, L.L.C.
STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE PERIOD ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B
MEMBERSHIP MEMBERSHIP PAID IN RETAINED
UNITS UNITS CAPITAL EARNINGS TOTAL
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 10,000,000 - $19,810,522 $(2,238,887) $17,571,635
Units transferred (unaudited) - - - - -
Year to date loss (unaudited) - - - (610,014) (610,014)
---------------- -------------- -------------- --------------- ---------------
Balance, June 30, 2000
(unaudited) 10,000,000 - $19,810,522 $(2,848,901) $16,961,621
================ ============== ============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
EBS BUILDING, L.L.C.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
FOR THE 6 FOR THE 6
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (610,014) $ (749,019)
Reconciliation of net loss to cash flows
provided by operating activities:
Depreciation expense 513,713 511,177
Changes in operating assets and liabilities:
Increase in assets, excluding cash
and rental property (125,305) (310,913)
Increase in liabilities 33,410 31,459
------------------- -----------------
Cash flows used by operating activities (188,196) (517,296)
------------------- -----------------
Cash flows from investing activities:
Additions/(Reductions) to rental property 6,288 (2,919,938)
Payments for lease commissions (3,292) (211,227)
------------------- -----------------
Cash flows provided/used by investing activities 2,996 (3,131,165)
------------------- -----------------
Cash flows from financing activities:
Proceeds from note payable 58,171 4,010,017
------------------- -----------------
Cash flows provided by investing activities 58,171 4,010,017
------------------- -----------------
Net decrease in cash (127,029) (361,556)
Cash, beginning of period 819,394 512
------------------- -----------------
Cash, end of period $ 692,365 $ 362,068
=================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
--------------------------------------------------------------------------------
1. The accompanying unaudited financial statements, in the opinion of the
Manager, include all adjustments necessary for a fair presentation of
the results for the interim periods presented. These adjustments
consist of normal recurring accruals. The financial statements are
presented in accordance with the requirements of Form 10-QSB and
consequently do not include all the disclosures required by generally
accepted accounting principles. For further information, refer to the
financial statements and notes thereto for the period ended December
31, 1999 included in the Company's Annual Report on Form 10-KSB filed
on March 31, 2000.
2. The following table sets forth the computation of primary and fully
diluted earnings (loss) per unit for the periods ended:
<TABLE>
<CAPTION>
For the 3 Months Ended For the 6 Months Ended
---------------------- ----------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Numerator:
Net Earnings/(Loss) - Primary and Diluted $ (218,933) $ (383,756) $ (610,014) $ (749,019)
=============== ================ ============== =============
Denominator:
Weighted Average Units Outstanding -
Primary 10,000,000 10,000,000 10,000,000 10,000,000
Effect of Potentially Dilutive Units
- - - -
--------------- --------------- ------------- -------------
Units Outstanding - Diluted 10,000,000 10,000,000 10,000,000 10,000,000
=============== =============== ============= =============
Primary Earnings/(Loss) per Unit $ (0.02) $ (0.04) $ (0.06) $ (0.07)
=============== =============== ============= =============
Diluted Earnings/(Loss) per Unit $ (0.02) $ (0.04) $ (0.06) $ (0.07)
=============== =============== ============= =============
</TABLE>
3. On June 18, 1999, the Company entered into a $12,000,000 revolving line
of credit with FINPRO, L.L.C. (the "Line of Credit"). The Line of
Credit replaces the $5,200,000 line of credit previously extended by
First Bank which became due and payable on June 23, 1999. The Company
presently intends to use the Line of Credit for working capital needs
and tenant improvements. Borrowings under the Line of Credit bear
interest at an annual rate of LIBOR plus 3.5%. As of June, 2000, the
Company had outstanding borrowings of $6,891,683 under the Line of
Credit.
4. Effective January 1, 2000, Edison Brothers Stores, Inc. reduced their
lease space from 28,774 square feet to 18,587 square feet. Effective
April 1, 2000, the lease converted to a month-to-month tenancy, whereby
either party may terminate the lease by giving thirty (30) days prior
written notice of such termination. On July 1, 2000, Edison Brothers
reduced their lease space to 5,000 square feet.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
During the forthcoming twelve months of operations, the Company intends
to continue owning, managing, maintaining, repairing, leasing, selling,
hypothecating, mortgaging or otherwise dealing with the building located at 501
North Broadway, St. Louis, Missouri (the "Building"). Further, the Company
intends to continue actively marketing the Building for sale during the
forthcoming twelve months as well as to continue to secure additional tenant
leasing agreements.
During the three months ended June 30, 2000, the Company's rental
income decreased by 16.1% over the second quarter of the prior year, from
$1,082,825 during the second quarter of 1999 to $908,146 during the second
quarter of 2000. Such decrease was attributed to the reduction during the fourth
quarter of 1999 in the leased spaced occupied by Edison Brothers Stores, Inc.
The Company's total expenses also decreased by 20.2% over the second quarter of
the prior year. This decrease in expenses is primarily attributed to $233,523 in
expenses incurred during 1999 related to seeking replacement financing for the
line of credit which matured during the second quarter of 1999. In addition,
property taxes accrued during the second quarter of 2000 declined by 23.3% as
compared to the prior year as the result of a reassessment of the tax liability
at the end of 1999. Utilities expenses also declined by 36.3% during the second
quarter of 2000 as compared to the prior year as the result of lower occupancy
in the Building.
During June 1999, the Company entered into a $12,000,000 revolving line
of credit with FinPro, L.L.C. for tenant improvement and to cover any shortfalls
in cash flows (the "Line of Credit"). The balance outstanding under the Line of
Credit as of June 30, 2000 was $6,891,683. Such funds were primarily used to
finance tenant improvement and commission payments. No draws were made on the
Line of Credit during the quarter ended June 30, 2000. Management believes that
funds from operations and the Company's present availability under its revolving
line of credit provide sufficient resources to meet the Company's present and
anticipated financing needs.
<PAGE> 8
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601 of Regulation S-B)
3.1: Articles of Organization of the Issuer filed with the
Delaware Secretary of State on September 24, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.1.
3.2: Members Agreement of EBS Building, L.L.C. a Limited
Liability Company, dated as of September 26, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.2.
4: See the Members Agreement, referenced as Exhibit 3.2.
10.6: Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company,
Incorporated, dated September 30, 1998 incorporated
by reference to the Issuer's Registration Statement
on Form 10-QSB filed on November 13, 1998, Exhibit
10.6.
10.7: Lease by and between EBS Building, L.L.C. and Edison
Brothers Stores, Inc., dated September 30, 1998
incorporated by reference to the Issuer's
Registration Statement on Form 10-QSB filed on
November 13, 1998, Exhibit 10.7.
10.8: Assignment of Lease by and between EBS Building,
L.L.C. and Edison Brothers Stores, Inc., dated
September 30, 1998 incorporated by reference to the
Issuer's Registration Statement on Form 10-QSB filed
on November 13, 1998, Exhibit 10.8.
10.9: First Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated December 1, 1998,
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.10: Second Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated February 1, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.11: First Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by
<PAGE> 9
reference to the Issuer's Annual Report on Form
10-KSB, filed March 31, 1999.
10.12: Second Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.13: Additional Promissory Note, by and between EBS
Building, L.L.C. and First Bank, dated March 23, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.14: Amendment to Deed of Trust by and among EBS Building,
L.L.C., First Bank and First Land Trustee Corp.,
dated March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.15: Amendment to Assignment of Leases and Rents by and
between EBS Building, L.L.C. and First Bank, dated
March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.16 Credit Facility Agreement by and between EBS
Building, L.L.C. and FinPro, L.L.C., dated June 18,
1999, incorporated by reference to the Issuer's
Quarterly Report on Form 10-QSB, filed August 13,
1999.
10.17 Note by and between EBS Building, L.L.C. and FinPro,
L.L.C., dated June 18, 1999, incorporated by
reference to the Issuer's Quarterly Report on Form
10-QSB, filed August 13, 1999.
10.18 Deed of Trust, Security Agreement and Fixture Filing
by and between EBS Building, L.L.C. and FinPro,
L.L.C., dated June 18, 1999, incorporated by
reference to the Issuer's Quarterly Report on Form
10-QSB, filed August 13, 1999.
10.19 Environmental Indemnity Agreement by and between EBS
Building, L.L.C. and FinPro, L.L.C., dated June 18,
1999, incorporated by reference to the Issuer's
Quarterly Report on Form 10-QSB, filed August 13,
1999.
10.20 Exclusive Listing Agreement by and between EBS
Building, L.L.C. and Colliers Turley Martin Tucker,
Inc., dated April 21, 2000, incorporated by reference
to the Issuer's Quarterly Report on Form 10-QSB,
filed May 15, 2000.
10.21 First Amendment to Commercial Property Management
Agreement by and between EBS Building, L.L.C. and
Insignia/ESG, Inc., dated April 6, 2000, incorporated
by reference to the Issuer's Quarterly Report on Form
10-QSB, filed May 15, 2000.
<PAGE> 10
27: Financial Data Schedule.
(b) Reports on Form 8-K. The Issuer did not file any reports on
Form 8-K during the second fiscal quarter.
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
REGISTRANT:
EBS Building, L.L.C.
By: PricewaterhouseCoopers LLP, as Manager
By: /s/ Keith F. Cooper
-----------------------------------
Keith F. Cooper, Partner
Date: August 11, 2000
<PAGE> 12
Exhibit Index
3.1: Articles of Organization of the Issuer filed with the
Delaware Secretary of State on September 24, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.1.
3.2: Members Agreement of EBS Building, L.L.C. a Limited
Liability Company, dated as of September 26, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.2.
4: See the Members Agreement, referenced as Exhibit 3.2.
10.6: Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company,
Incorporated, dated September 30, 1998 incorporated
by reference to the Issuer's Registration Statement
on Form 10-QSB filed on November 13, 1998, Exhibit
10.6.
10.7: Lease by and between EBS Building, L.L.C. and Edison
Brothers Stores, Inc., dated September 30, 1998
incorporated by reference to the Issuer's
Registration Statement on Form 10-QSB filed on
November 13, 1998, Exhibit 10.7.
10.8: Assignment of Lease by and between EBS Building,
L.L.C. and Edison Brothers Stores, Inc., dated
September 30, 1998 incorporated by reference to the
Issuer's Registration Statement on Form 10-QSB filed
on November 13, 1998, Exhibit 10.8.
10.9: First Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated December 1, 1998,
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.10: Second Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated February 1, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.11: First Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.12: Second Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by
<PAGE> 13
reference to the Issuer's Annual Report on Form
10-KSB, filed March 31, 1999.
10.13: Additional Promissory Note, by and between EBS
Building, L.L.C. and First Bank, dated March 23, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.14: Amendment to Deed of Trust by and among EBS Building,
L.L.C., First Bank and First Land Trustee Corp.,
dated March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.15: Amendment to Assignment of Leases and Rents by and
between EBS Building, L.L.C. and First Bank, dated
March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.16 Credit Facility Agreement by and between EBS
Building, L.L.C. and FinPro, L.L.C., dated June 18,
1999, incorporated by reference to the Issuer's
Quarterly Report on Form 10-QSB, filed August 13,
1999.
10.17 Note by and between EBS Building, L.L.C. and FinPro,
L.L.C., dated June 18, 1999, incorporated by
reference to the Issuer's Quarterly Report on Form
10-QSB, filed August 13, 1999.
10.18 Deed of Trust, Security Agreement and Fixture Filing
by and between EBS Building, L.L.C. and FinPro,
L.L.C., dated June 18, 1999, incorporated by
reference to the Issuer's Quarterly Report on Form
10-QSB, filed August 13, 1999.
10.19 Environmental Indemnity Agreement by and between EBS
Building, L.L.C. and FinPro, L.L.C., dated June 18,
1999, incorporated by reference to the Issuer's
Quarterly Report on Form 10-QSB, filed August 13,
1999.
10.20 Exclusive Listing Agreement by and between EBS
Building, L.L.C. and Colliers Turley Martin Tucker,
Inc., dated April 21, 2000, incorporated by reference
to the Issuer's Quarterly Report on Form 10-QSB,
filed May 15, 2000.
10.21 First Amendment to Commercial Property Management
Agreement by and between EBS Building, L.L.C. and
Insignia/ESG, Inc., dated April 6, 2000, incorporated
by reference to the Issuer's Quarterly Report on Form
10-QSB, filed May 15, 2000.
27: Financial Data Schedule.
