<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ X ] SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 1-8815
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EQK REALTY INVESTORS I
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(Exact name of Registrant as specified in its Charter)
Massachusetts 23-2320360
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5775 Peachtree Dunwoody Road, Suite 200D, Atlanta, GA 30342
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(Address of principal executive offices) (Zip code)
(404) 303-6100
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(Registrant's telephone number, including area code)
Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 9,264,344 Shares as of November
10, 1995.
<PAGE> 2
EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1995
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets as of September 30, 1995 3
and December 31, 1994
Statements of Operations for the three and nine months 4
ended September 30, 1995 and September 30, 1994
Statements of Cash Flows for the nine months 5
ended September 30, 1995 and September 30, 1994
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II - OTHER INFORMATION
Items 1 through 6. 16
SIGNATURES 17
</TABLE>
2
<PAGE> 3
EQK REALTY INVESTORS I
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
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ASSETS
<S> <C> <C>
Investments in real estate held for sale, at lower of cost
or net realizable value:
Castleton Park, net of valuation allowance of $22,765 $ 59,563 $ 61,706
Harrisburg East Mall 51,840 47,819
-------- --------
111,403 109,525
Less accumulated depreciation 34,867 31,793
-------- --------
76,536 77,732
Cash and cash equivalents:
Cash Management Agreement 1,547 3,734
Other 870 967
Accounts receivable and other assets 7,933 7,825
-------- --------
TOTAL ASSETS $ 86,886 $ 90,258
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities:
Mortgage Note payable, net of debt discount of
$47 and $413, respectively $ 78,582 $ 77,186
Term Loan payable to bank 2,841 2,846
Accounts payable and other liabilities (including amounts due
affiliates of $2,872 and $2,222, respectively) 6,470 5,413
-------- --------
87,893 85,445
-------- --------
Shareholders' equity (deficit):
Shares of beneficial interest, without
par value: 10,055,555 shares
authorized, 9,264,344 shares
issued and outstanding 135,875 135,875
Accumulated deficit (136,882) (131,062)
-------- --------
(1,007) 4,813
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY (DEFICIT) $ 86,886 $ 90,258
======== ========
</TABLE>
- ---------------
See accompanying Notes to Financial Statements.
3
<PAGE> 4
EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
------- ------ ------- ------
<S> <C> <C> <C> <C>
Revenues from rental operations $ 3,990 $ 4,132 $ 12,069 $ 12,319
Operating expenses, net of tenant reimbursements
(including property management fees earned by an
affiliate of $67, $80, $212, and $234, respectively) (1,257) (1,401) (4,119) (4,309)
Depreciation and amortization (1,321) (1,145) (3,765) (3,480)
Real estate tax refund 400 -- 400 --
Write-down of investment in real estate (3,200) -- (3,200) --
------- ------- -------- --------
Income (loss) from rental operations (1,388) 1,586 1,385 4,530
Interest expense 2,173 2,035 6,469 6,077
Other expenses, net of interest income
(including portfolio management fees earned
by an affiliate of $103, $108, $309, and $324,
respectively) 241 171 736 622
------- ------- -------- --------
Net loss $(3,802) $ (620) $ (5,820) $ (2,169)
======= ======= ======== ========
Net loss per share $ (0.41) $ (0.06) $ (0.63) $ (0.23)
======= ======= ======== ========
</TABLE>
- ---------------
See accompanying Notes to Financial Statements.
4
<PAGE> 5
EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1995 1994
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,820) $ (2,169)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 3,765 3,480
Write-down of investment in real estate 3,200 --
Amortization of discount on
Mortgage Note payable 366 247
Imputed and deferred interest 1,239 973
Changes in assets and liabilities:
Increase (decrease) in accounts payable
and other liabilities 664 (124)
(Increase) in accounts receivable
and other assets (798) (803)
-------- --------
Net cash provided by operating activities 2,616 1,604
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate investments (4,895) (2,250)
Payment of real estate disposition fee -- (216)
-------- --------
Net cash used in investing activities (4,895) (2,466)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Term Loan principal payments (5) (5)
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (2,284) (867)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,701 5,716
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,417 $ 4,849
======== ========
Supplemental disclosure of cash flow information:
Interest paid $ 5,031 $ 5,026
======== ========
</TABLE>
______________
See accompanying Notes to Financial Statements.
5
<PAGE> 6
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS
EQK Realty Investors I, a Massachusetts business trust (the
"Trust"), was formed pursuant to a Declaration of Trust dated
October 8, 1984 to acquire certain income-producing real estate
investments. Commencing with the period beginning April 1, 1985,
the Trust qualified and elected real estate investment trust
("REIT") status under the provisions of the Internal Revenue Code,
and adopted December 31 as its year end, as required for real
estate investment trusts.
The Trust's portfolio consists of two real estate investments:
Castleton Park ("Castleton"), an office park located in
Indianapolis, Indiana; and Harrisburg East Mall ("Harrisburg" or
the "Mall"), a regional shopping center located in Harrisburg,
Pennsylvania. In December 1993, the Trust sold its two remaining
office buildings within its office complex in Atlanta, Georgia,
formerly known as Peachtree-Dunwoody Pavilion ("Peachtree").
The Declaration of Trust established the Trust as a finite life
REIT with an investment holding period of up to 12 years, after
which it is required to dispose of its assets in an orderly
fashion within two years. The Trust's management is currently
pursuing the orderly liquidation of its real estate holdings.
NOTE 2. BASIS OF PRESENTATION
The financial statements have been prepared by the Trust, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the
Trust believes that the disclosures herein are adequate to make
the information presented not misleading. The financial
statements should be read in conjunction with the audited
financial statements and related notes thereto included in the
Annual Report on Form 10-K for the year ended December 31, 1994.
In the opinion of the Trust, all adjustments, which include only
normal recurring adjustments necessary to present fairly its
financial position as of September 30, 1995, its results of
operations for the three and nine months ended September 30, 1995
and 1994 and its cash flows for the nine months ended September
30, 1995 and 1994 have been included in the accompanying financial
statements.
Net loss per share for the three and nine months ended September
30, 1995 and 1994 have been computed on the basis of the 9,264,344
shares outstanding during the periods. Warrants to purchase
367,868 shares of beneficial interest issued to the Trust's
mortgage lender are considered common stock equivalents for
purposes of the calculation of net loss per share. However, such
warrants have not been included in the calculation of net loss per
share for the periods presented since the effect of such
calculation would be antidilutive.
6
<PAGE> 7
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. BASIS OF PRESENTATION (CONTINUED)
At September 30, 1995, the Trust accrued $183,000 of additional
investments in real estate. Such amounts have been excluded from
investing activities in the statement of cash flows for the nine
months ended September 30, 1995.
NOTE 3. CASH MANAGEMENT AGREEMENT
In connection with the Trust's mortgage agreement, the Trust has
entered into a Cash Management Agreement with the mortgage lender
and has assigned all lease and rent receipts to the lender as
additional collateral. Pursuant to this agreement, a third-party
escrow agent has been appointed to receive all rental payments
from tenants and to fund monthly operating expenses in accordance
with a budget approved by the lender. As of September 30, 1995, a
balance of $461,000 was held by the third-party escrow agent in
accordance with the Cash Management Agreement. The agreement also
provides for a capital reserve account, which is maintained by the
escrow agent. Disbursements from this account, which is funded
each month with any excess operating cash flows, are limited to
capital expenditures approved by the lender. As of September 30,
1995, the balance of the capital reserve account was $755,000.
NOTE 4. ADVISORY AND MANAGEMENT AGREEMENTS
The Trust has entered into an agreement with Equitable Realty
Portfolio Management, Inc., a wholly owned subsidiary of Equitable
Real Estate Investment Management, Inc. ("Equitable Real Estate"),
to act as its "Advisor". The Advisor makes recommendations to the
Trust concerning investments, administration and day-to-day
operations.
Under the terms of the advisory agreement, as amended in December
1989, the Advisor receives a management fee that is based upon the
average daily per share price of the Trust's shares plus the
average daily balance of outstanding mortgage indebtedness. Such
fee is calculated using a factor of 42.5 basis points (0.425%) and
is generally payable monthly without subordination. For the nine
months ended September 30, 1995 and 1994, portfolio management
fees were $309,000 and $324,000, respectively.
As part of the 1989 amendment to the advisory agreement, the
Advisor forgave one-half, or $2,720,000, of the total amount of
fees previously deferred pursuant to subordination provisions of
the original advisory agreement. The remaining deferred fees are
to be paid upon the disposition of the Trust's properties. For
financial reporting purposes, the deferred balance is discounted
from December 1, 1996. As of September 30, 1995, the discounted
liability for deferred management fees was $2,349,000.
7
<PAGE> 8
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4. ADVISORY AND MANAGEMENT AGREEMENTS (CONTINUED)
The Trust has also entered into agreements for the on-site
management of each of its properties. Harrisburg is
managed by Compass Retail, Inc. ("Compass"), a subsidiary of
Equitable Real Estate and an affiliate of the Advisor. Castleton
is managed by an unaffiliated third-party management company.
Management fees paid to Compass are generally based upon a
percentage of rents and certain other charges. Such fees are
comparable to those charged by unaffiliated third-party management
companies providing comparable services. For the nine months
ended September 30, 1995 and 1994, management fee expense
attributable to services rendered by Compass was $212,000 and
$234,000, respectively.
NOTE 5. COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS
Debt Maturities
The Trust's debt instruments mature on December 15, 1995 in the
aggregate principal amount of $81,767,000 (estimated to be
$44,703,000 if the sale of Castleton is consummated as described
below). Management has held discussions with both of its existing
lenders regarding a mortgage loan refinancing that is predicated
on the Castleton sale closing. If the Castleton sale is completed
as described below, Management would request that the debt be
refinanced for a period of one to two years, consistent with the
Trust's current property disposition plan. However, the
anticipated timing of the closing of the Castleton sale
and the identification of an acceptable retailer for the
currently vacant department store at Harrisburg (see below) may
prevent the Trust and such lender from completing the refinancing
prior to December 15, 1995. In this case, Management would seek a
short-term extension of the existing facilities to facilitate
resolution of these matters and the continued pursuit of the
refinancing.
If the sale of Castleton is not completed, the Trust will most
likely seek short-term extensions with its existing lenders and
undertake a liquidation plan for its real estate investments on an
accelerated basis to satisfy its mortgage debt obligations.
Management believes that the sale of its properties on this basis
would adversely impact the properties' sales prices, and thus the
Trust's liquidating distribution to its shareholders, although
this impact cannot be precisely quantified.
The pending status of the Castleton sale and the uncertainties
surrounding the identification of a new department store retailer
at Harrisburg prevent Management from being able to determine the
terms under which either a short-term extension or a refinancing
will be completed. Although no assurances can be given,
Management does not anticipate that its lenders will foreclose on
the existing mortgage loan if the debt obligations cannot be
repaid at maturity.
8
<PAGE> 9
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS (CONTINUED)
Proposed Sale of Castleton and Write-down of Investment in Real
Estate
On September 11, 1995, the Trust entered into a "Letter of
Interest" with a prospective purchaser to sell Castleton for
$40,300,000, subject to certain prorations and adjustments. The
Letter of Interest provides for the purchaser to make a good
faith, non-refundable deposit of $150,000 when a definitive
"Purchase Agreement" is executed, which Management anticipates to
occur on or about November 14, 1995. The Letter of Interest
further provides for the purchaser to make an additional,
non-refundable deposit of $250,000 to extend the date of closing
from November 15, 1995 to no later than December 6, 1995.
Management anticipates that the purchaser will exercise this
option. This pending sale is part of the Trust's liquidation
process described in Note 1. If completed prior to the debt
maturities date of December 15, 1995, as is currently planned, the
Castleton sale would facilitate the debt refinancing as the net
proceeds (estimated to be $37,064,000 after closing costs, a
disposition fee to the Advisor and customary prorations) would be
used to repay existing mortgage indebtedness. The sale is subject
to, among other things, the execution of a definitive Purchase
Agreement, the receipt of the required deposits, and the approval
of the Trust's primary mortgage lender. Management anticipates
that the sale will be completed in early December 1995, although
no assurances can be given that such sale will ultimately close
at such time and under the financial terms described herein, or
at all.
As discussed in the notes to the financial statements included in
the Trust's 1994 Annual Report, the carrying values of the Trust's
investments in real estate are determined in conjunction with
independent appraisals, but may differ from such indications of
market value as determined through negotiations with willing
buyers. Based on the facts and circumstances related to this
transaction, Management wrote down its investment in Castleton
in the third quarter of 1995 by $3,200,000 to its current estimate
of net realizable value.
Harrisburg Anchor Tenant Status
On August 8, 1995, the U.S. Bankruptcy Court approved the sale of
certain Woodward & Lothrop department stores to May Department
Stores Company ("May"), including the John Wanamaker location at
Harrisburg. Addditionally, on October 19, 1995, May opened a
Hecht's store in the former Hess's location. Given its existing
presence at Harrisburg, May has indicated that it is considering
an assignment of the Wanamaker leasehold interest to another
department store retailer. Alternatively, May is also
considering the possibility of operating another May department
store division in this location.
On October 9, 1995, the John Wanamaker store ceased operations.
This anchor store location is subject to a continuous operating
covenant stipulated in the related lease agreement. Management
has notified May of this violation under its lease, and of its
intention to freely exercise any of the remedies provided for
under such lease, including the right to terminate the lease or
regain possession of the premises, if a Trust-approved retailer
does not open within the specified 30 day cure period.
9
<PAGE> 10
EQK REALTY INVESTORS 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS (CONTINUED)
Given the Trust's approval rights over the selection of a
replacement retailer, Management remains optimistic that a
department store operator equal or superior to John Wanamaker can
be identified, with the potential to enhance the financial
condition and operations of the Mall. However, Management cannot
currently determine when a new retailer will be identified and
open for business, nor the financial impact that will result.
Real Estate Tax Refund
During the third quarter of 1995, the Trust was notified that its
appeal for a reduction in the assessed value of the real estate
underlying Castleton was upheld by the Indiana State Board of Tax
Commissioners. The appeal related to real estate taxes paid with
respect to tax years 1989 to 1994. The resulting refund (net of
related professional fees) has been included in income from rental
operations. The Trust anticipates receiving this refund prior to
December 1, 1995.
Completion of Redevelopment Project
As previously disclosed, the Trust renovated Harrisburg's
outparcel building earlier in 1995 to accommodate the relocation
of Toys 'R' Us from basement space now occupied by Hecht's. The
final cost of the renovation project was approximately $3,440,000.
Pursuant to its agreements with its mortgage lender, the Trust
provided documentation that the project was completed for a cost
less than the original budget of $4,050,000. Accordingly,
portfolio management fees deferred since December 1, 1994
($344,000) and Compass' redevelopment fee ($150,000) are expected
to be paid during the fourth quarter of 1995.
10
<PAGE> 11
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the financial
statements and notes that appear on pages 3 to 10.
FINANCIAL CONDITION
CAPITAL RESOURCES
Real Estate Disposition Plans and Write-down
The Trust's portfolio at September 30, 1995 consists of two real estate
investments (the "Properties"): Castleton Park ("Castleton"), an office park
located in Indianapolis, Indiana; and Harrisburg East Mall ("Harrisburg" or the
"Mall"), a regional shopping center located in Harrisburg, Pennsylvania.
During 1993, the Company sold its two remaining office buildings within its
office complex in Atlanta, Georgia, formerly known as Peachtree-Dunwoody
Pavilion or "Peachtree."
On September 11, 1995, the Trust entered into a "Letter of Interest" with a
prospective purchaser to sell Castleton for $40,300,000, subject to certain
prorations and adjustments. The Letter of Interest provides for the purchaser
to make a good faith, non-refundable deposit of $150,000 when a definitive
"Purchase Agreement" is executed, which Management anticipates to occur on or
about November 14, 1995. The Letter of Interest further provides for the
purchaser to make an additional, non-refundable deposit of $250,000 to extend
the date of closing from November 15, 1995 to no later than December 6, 1995.
Management anticipates that the purchaser will exercise this option. This
pending sale is part of the Trust's liquidation process described in Note 1 to
the financial statements. As discussed below, the Trust has debt maturing on
December 15, 1995 in the aggregate principal amount of $81,767,000. If
completed prior to the debt maturities date of December 15, 1995, as is
currently planned, the Castleton sale would facilitate the debt refinancing
discussed below as the net proceeds (estimated to be $37,064,000 after closing
costs, a disposition fee to the Advisor and customary prorations) would be used
to repay existing mortgage indebtedness. The sale is subject to, among other
things, the execution of a definitive Purchase Agreement, the receipt of the
required deposits, and the approval of the Trust's primary mortgage lender.
Management anticipates that the sale will be completed in early December 1995,
although no assurances can be given that such sale will ultimately close at
such time and under the financial terms described herein, or at all.
As discussed in the notes to the financial statements included in the Trust's
1994 Annual Report, the carrying values of the Trust's investments in real
estate are determined in conjunction with independent appraisals, but may
differ from such indications of market value as determined through negotiations
with willing buyers. Based on the facts and circumstances related to this
transaction, Management wrote down its investment in Castleton in the third
quarter of 1995 by $3,200,000 to its current estimate of net realizable value.
11
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Since 1990, Management has reduced the cost basis of Castleton in the
cumulative amount of $22,765,000, inclusive of this third quarter 1995
write-down. The effect of such write-downs, among other things, has resulted
in the Trust's liabilities exceeding its assets by $1,007,000 as of September
30, 1995. This deficit position is reflective of the fact that the Trust, in
accordance with historical basis accounting conventions, has not written up the
cost basis of its investment in Harrisburg to its substantially higher net
realizable value. Accordingly, Management does not believe that its deficit in
shareholders' equity is indicative of its current liquidity or the net
distribution that its shareholders will receive upon liquidation.
During the process of liquidating its real estate portfolio, the Trust will
make certain capital expenditures required to enhance or maintain the value of
the Properties, including tenant allowances associated with leasing activity.
The Trust anticipates making capital expenditures during the remainder of 1995
of approximately $430,000, including approximately $183,000 associated with the
redevelopment of Harrisburg's outparcel building. Capital expenditures for
1995 are therefore anticipated to be approximately $5,325,000, which is
approximately $145,000 below what had been anticipated for the year. Such
reduced levels of capital expenditures reflect savings of approximately
$500,000 achieved on the redevelopment of Harrisburg's outparcel building,
partially offset by increased levels of tenant allowances at Castleton. One of
the conditions of the mortgage restructuring completed in 1992 was the
establishment of a capital reserve account, which is maintained by a
third-party escrow agent and from which expenditures must be approved by the
lender. The fourth quarter expenditures are anticipated to be paid from this
account, which had a balance of $755,000 at September 30, 1995.
Debt Maturities
The Trust's debt instruments mature on December 15, 1995 in the aggregate
principal amount of $81,767,000 (estimated to be $44,703,000 if the sale of
Castleton is consummated). During the first part of 1995, Management held
preliminary discussions with its existing lenders as well as other prospective
lenders, and as an initial step towards obtaining a financing commitment,
provided requested documentation on, among other things, the financial
condition and operations of the Properties and the Trust. More recently,
Management has held discussions with both of its existing lenders regarding a
mortgage loan refinancing that is predicated on the Castleton sale closing.
If the Castleton sale is completed, Management would request that the debt be
refinanced for a period of one to two years, consistent with the Trust's
current property disposition plan. However, the anticipated timing of the
closing of the Castleton sale and the identification of an acceptable retailer
for the currently vacant department store at Harrisburg (see below) may prevent
the Trust and such lender from completing the refinancing prior to December 15,
1995. In this case, Management would seek a short-term extension of the
existing facilities to facilitate resolution of these matters and the continued
pursuit of the refinancing.
12
<PAGE> 13
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
If the sale of Castleton is not completed, the Trust will most likely have to
seek short-term extensions with its existing lenders and undertake a plan for
liquidation of its real estate investments on an accelerated basis to satisfy
its mortgage debt obligations. Management believes that the sale of its
Properties on this basis would adversely impact the Properties' sales prices,
and thus the Trust's liquidating distribution to its shareholders, although
this impact cannot be precisely quantified.
The pending status of the Castleton sale and the uncertainties surrounding the
identification of a new department store retailer at Harrisburg prevent
Management from being able to determine the terms under which either a
short-term extension or a refinancing will be completed. Although no
assurances can be given, Management does not anticipate that its lenders will
foreclose on the existing mortgage loan if the debt obligations cannot be
repaid at maturity.
Harrisburg Anchor Tenant Status
On August 8, 1995, the U.S. Bankruptcy Court approved the sale of certain
Woodward & Lothrop department stores to May Department Stores Company ("May"),
including the John Wanamaker location at Harrisburg. Additionally, on October
19, 1995, May opened a Hecht's store in the former Hess's location. Given its
presence at Harrisburg, May has indicated that it is considering an assignment
of the Wanamaker leasehold interest to another department store retailer.
Alternatively, May is also considering the possibility of operating another
May department store division in this location.
On October 9, 1995, the John Wanamaker store ceased operations. This anchor
store location is subject to a continuous operating covenant stipulated in the
related lease agreement. Management has notified May of this violation under
its lease, and of its intention to freely exercise any of the remedies provided
for under such lease, including the right to terminate the lease or regain
possession of the premises, if a Trust-approved retailer does not open within
the specified 30 day cure period.
Given the Trust's approval rights over the selection of a replacement retailer,
Management remains optimistic that a department store operator equal or
superior to John Wanamaker can be identified, with the potential to enhance the
financial condition and operations of the Mall. However, Management cannot
currently determine when a new retailer will be identified and open for
business, nor the financial impact that will result.
As a result of the timing of the Hecht's opening and the Wanamaker's closing,
it is expected that Harrisburg will operate with only two of its three anchor
department store locations open for business for a substantial portion, if not
all, of 1995. Such closures permit certain tenants, pursuant to co-tenancy
provisions provided for under the terms of their leases, to pay percentage rent
in lieu of fixed minimum rentals. The exercise of such co-tenancy provisions
resulted in a reduction of rental revenues of approximately $320,000 for the
nine months ended September 30, 1995. Until a new retailer opens for business
in the former Wanamaker space, Management anticipates that these tenants will
continue to exercise such co-tenancy rights. Based on the current sales
volumes of these tenants, the future reduction in rental revenues over amounts
that otherwise would have been earned is estimated to be approximately $80,000
to $110,000 per quarter for such time in the future as the Wanamaker store
location remains vacant.
13
<PAGE> 14
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY
The Trust generated $2,616,000 and $1,604,000 of cash flows from operating
activities during the nine months ended September 30, 1995, and 1994,
respectively. The $1,012,000 increase in operating cash flows was attributable
to an approximate $700,000 increase in revenue collections at Castleton
($440,000 of occupancy and rate increases, $110,000 of tenant buyouts, with the
remainder related to collections of revenues accrued in the prior year); the
deferral of payment of 1995 portfolio management fees in the amount of $309,000
(see Note 5 to the financial statements); and the timing of payment of certain
recurring operational expenses at both Properties. Such cash flows from
operating activities include revenue reductions at Harrisburg related to the
rent differential between Hess's and its replacement, Hecht's, and the election
of certain tenants to pay percentage rent in lieu of fixed minimum rent under
the co-tenancy provisions of their leases, partially offset by a full year of
revenue collections in 1995 from tenants who occupied space at the Mall for
only part of 1994.
As a result of the difficult economic climate facing retailers across the
country, the parent companies of certain national tenants have had to give
consideration to, and in certain situations implement, plans of reorganization,
including filing for protection under the U.S. Bankruptcy Code. Certain of
these tenants lease space at Harrisburg. To date, there has been no material
adverse impact to the Trust's financial condition or operations as a result of
these matters. Although no assurances can be given, Management does not
anticipate that there will be a material adverse impact during the fourth
quarter of 1995 or in 1996.
Cash flows used in investing activities during the nine months ended September
30, 1995 and 1994 amounted to $4,895,000 and $2,466,000, respectively. The
1995 results reflect expenditures of $3,260,000 related to the redevelopment of
Harrisburg's outparcel building and a $375,000 build-out allowance for a new
tenant at Harrisburg, in addition to other routine capital expenditures at both
Properties. The 1994 results include the final payments to contractors arising
from the renovation of Harrisburg (which was completed in late 1993) in the
amount of $489,000.
During the nine month periods ended September 30,1995 and 1994, cash flows used
in financing activities were limited to mortgage principal payments on the
Trust's term loan.
In addition to the capital expenditure requirements described above, liquidity
requirements for the remainder of 1995 will also include principal and interest
payments of approximately $1,675,000 pursuant to the existing loan agreements
prior to such debt maturities in December 1995.
14
<PAGE> 15
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Trust's Cash Management Agreement stipulates that all rental payments from
tenants are to be made directly to a third party escrow agent who also funds
monthly operating expenses in accordance with a budget approved by the lender.
The Trust believes that its cash flow for the remainder of 1995 will be
sufficient to fund its various operating requirements, including budgeted
capital expenditures and monthly principal and interest payments, although its
discretion with respect to cash flow management will be limited by the terms of
the Cash Management Agreement.
RESULTS OF OPERATIONS
For the nine months ended September 30, 1995, the Trust reported a net loss of
$5,820,000 ($0.63 per share) compared to a net loss of $2,169,000 ($0.23 per
share) for the nine months ended September 30, 1994. For the third quarter of
1995, a net loss of $3,802,000 ($0.41 per share) was reported compared to a net
loss of $620,000 ($0.06 per share) in the third quarter of 1994.
The Trust's revenues for the three and nine months ended September 30, 1995
were $3,990,000 and $12,069,000, respectively, representing decreases of
$142,000 and $250,000 over the comparable 1994 periods. Such changes reflect a
decline in Harrisburg's revenues partially offset by revenue growth at
Castleton over the prior year periods as discussed in the Liquidity section
above.
Operating expenses for the three and nine month periods ending September 30,
1995 were $1,257,000 and $4,119,000, respectively, representing decreases of
$144,000 and $190,000 over the comparable 1994 periods. Such decreases are
attributable to reductions in repairs and maintenance expense and bad debt
expense at Harrisburg. Operating expenses at Castleton for both the quarter
and nine month periods ended September 30, 1995 were comparable to amounts
recognized in 1994.
Interest expense for the three and nine month periods ended September 30, 1995
increased by $138,000 and $392,000, respectively, due to an increase in the
balance of the mortgage note resulting from the addition to principal of
accrued but not currently payable interest and the amortization of non-cash
expense arising from the issuance of warrants to the lender.
Other expenses - net consist of portfolio management fees, other costs related
to the operations of the Trust, and interest income earned on cash balances.
The increase in other expenses - net of $70,000 and $114,000 for the quarter
and nine months ended September 30, 1995, respectively, is attributable to an
increase in expenses related to the Trust's disposition efforts and the timing
of other recurring expenses of the Trust.
15
<PAGE> 16
EQK REALTY INVESTORS I
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 2. Changes in Securities.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Information.
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2. None
4. None
10. None
11. See Note 2 to the Financial Statements.
15. Not Applicable
18. Not Applicable
19. None
22. None
23. Not Applicable
24. None
27. Included in EDGAR transmission only.
(b) Reports on Form 8-K.
None
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 13, 1995 EQK REALTY INVESTORS I
By: /s/Gregory R. Greenfield
-----------------------------
Gregory R. Greenfield
Executive Vice President and Treasurer
(Principal Financial Officer)
By: /s/William G. Brown, Jr.
-----------------------------
William G. Brown, Jr.
Vice President and Controller
(Principal Accounting Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EQK REALTY INVESTORS I FOR THE PERIOD ENDED SEPTEMBER
30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,417
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 86,886
<CURRENT-LIABILITIES> 87,893
<BONDS> 0
<COMMON> 135,875
0
0
<OTHER-SE> (136,882)
<TOTAL-LIABILITY-AND-EQUITY> 86,886
<SALES> 0
<TOTAL-REVENUES> 12,069
<CGS> 0
<TOTAL-COSTS> (4,119)
<OTHER-EXPENSES> (7,301)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (6,469)
<INCOME-PRETAX> (5,820)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,820)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,820)
<EPS-PRIMARY> (.63)
<EPS-DILUTED> (.63)
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