EQK REALTY INVESTORS I
10-Q, 1995-05-12
REAL ESTATE INVESTMENT TRUSTS
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<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 March 31, 1995

                                       OR

                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[   ]            SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from          to
                                                ---------  ---------

                           Commission File No. 1-8815
                           --------------------------

                            EQK REALTY INVESTORS I                     
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                 Massachusetts                          23-2320360      
       ----------------------------------------------------------------
         (State or other jurisdiction                (I.R.S. Employer
       of incorporation or organization)            Identification No.)

   5775 Peachtree Dunwoody Road, Suite 200D, Atlanta, GA           30342  
   ------------------------------------------------------------------------
        (Address of principal executive offices)                 (Zip code)

                                (404) 303-6100                               
              ---------------------------------------------------
              (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 
    --------       --------

                     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 May 12, 1995.
- ------------------------------------
<PAGE>   2
                             EQK REALTY INVESTORS I


                         QUARTERLY REPORT ON FORM 10-Q
                        FOR QUARTER ENDED MARCH 31, 1995

                                     INDEX

<TABLE>
<CAPTION>
                                                                         Page 
                                                                        ------
<S>                                                                       <C>
PART I - FINANCIAL INFORMATION

Item 1.    Balance Sheets as of March 31, 1995                             3
           and December 31, 1994
           
           Statements of Operations for the three                          4
           months ended March 31, 1995 and
           March 31, 1994
           
           Statements of Cash Flows for the three                          5
           months ended March 31, 1995 and
           March 31, 1994
           
           Notes to Financial Statements                                   6
           
Item 2.    Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                                  10


PART II - OTHER INFORMATION

Items 1 through 6.                                                        14

SIGNATURES                                                                15
</TABLE>


                                       2
<PAGE>   3
                             EQK REALTY INVESTORS I

                                 BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                            MARCH 31,              DECEMBER 31,
                                                              1995                    1994   
                                                           ----------              ----------
                                                           (UNAUDITED)
<S>                                                         <C>                    <C>
                                                ASSETS
Investments in real estate, at cost:
     Castleton Commercial Park, net of
          valuation allowance of $19,565                    $  62,121              $  61,706
                                                                                   
     Harrisburg East Mall                                      49,912                 47,819
                                                            ---------              ---------
                                                              112,033                109,525
     Less accumulated depreciation                             32,798                 31,793
                                                            ---------              ---------
                                                               79,235                 77,732
                                                                                   
Restricted cash                                                 2,884                  3,734
Cash and cash equivalents                                         839                    967
Accounts receivable and other assets                            7,570                  7,825
                                                            ---------              ---------
                                                                                   
TOTAL ASSETS                                                $  90,528              $  90,258
                                                            =========              =========
                                                                                     
                                LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Mortgage Note payable, net of debt
          discounts of $307 and $413,
          respectively                                      $  77,627              $  77,186
     Term Loan payable to bank                                  2,844                  2,846
     Accounts payable and other liabilities                     6,372                  5,413
                                                            ---------              ---------
                                                                                   
                                                               86,843                 85,445
                                                            ---------              ---------
                                                                                   
Shareholders' equity:                                                              
     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                                     (132,190)              (131,062)
                                                            ---------              --------- 
                                                                3,685                  4,813
                                                            ---------              ---------
TOTAL LIABILITIES AND                                                              
     SHAREHOLDERS' EQUITY                                   $  90,528              $  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)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                         MARCH 31,
                                                    1995          1994 
                                                   -------       -------
<S>                                                <C>           <C>
Revenues from rental operations                    $ 3,966       $ 4,018
                                                                 
Operating expenses, net of tenant                                
  reimbursements                                     1,451         1,487
Depreciation and amortization                        1,229         1,185
                                                   -------       -------
                                                                 
                                                                 
Income from rental operations                        1,286         1,346
                                                                 
Interest expense                                     2,144         2,014
Other expenses, net of                                           
  interest income                                      270           260
                                                   -------       -------
                                                                 
Net loss                                           $(1,128)      $  (928)
                                                   =======       ======= 
                                                                 
                                                                 
Net loss per share                                 $ (0.12)      $ (0.10)
                                                   =======       ======= 
</TABLE>                                                         

- ---------------
See accompanying Notes to Financial Statements.


                                       4
<PAGE>   5
                             EQK REALTY INVESTORS I

                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                       1995                1994 
                                                                      --------           --------
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                 
  Net loss                                                            $(1,128)           $  (928)
  Adjustments to reconcile net loss to net                            
    cash provided by operating activities:                            
      Depreciation and amortization                                     1,229              1,185
      Amortization of discount on                                 
            Mortgage Note payable                                         106                 83
      Imputed and deferred interest                                       405                312
      Changes in assets and liabilities:                              
        Increase in accounts payable                       
          and other liabilities                                           357                126
        (Increase) decrease in accounts receivable                    
          and other assets                                                 31               (515)
                                                                      -------            ------- 
Net cash provided by operating activities                               1,000                263
                                                                      -------            -------
                                                                      
CASH FLOWS FROM INVESTING ACTIVITIES:                                 
     Additions to real estate investments                              (1,976)            (1,038)
     Payment of real estate disposition fee                                --               (216)
                                                                      -------            --------
Net cash used in investing activities                                  (1,976)            (1,254)
                                                                      -------            ------- 
                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:                                 
     Term Loan principal payments                                          (2)                (2)
                                                                      -------            ------- 
                                                                      
INCREASE (DECREASE) IN CASH AND                                       
     CASH EQUIVALENTS                                                    (978)              (993)
CASH AND CASH EQUIVALENTS,                                            
     BEGINNING OF PERIOD                                                4,701              5,716
                                                                      -------            -------
                                                                      
CASH AND CASH EQUIVALENTS,                                            
     END OF PERIOD                                                    $ 3,723            $ 4,723
                                                                      =======            =======
                                                                      
                                                                      
Supplemental disclosure of cash                                       
     flow information:                                                
          Interest paid                                               $ 1,675            $ 1,675
                                                                      =======            =======
</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 Commercial 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 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 March 31, 1995, its results of
              operations for the three months ended March 31, 1995 and 1994 and
              its cash flows for the three months ended March 31, 1995 and
              1994, have been included in the accompanying unaudited financial
              statements.

              Net loss per share for the three months ended March 31, 1995 and
              1994 have been computed on the basis of the 9,264,344 shares
              outstanding during the periods.  Stock warrants issued in
              December 1994, 1993 and 1992 to the Trust's mortgage lender are
              considered common stock equivalents for purposes of the
              calculation of net loss per share.  However, the warrants have 
              not been included in the calculation of net loss per share for
              the periods presented since the effect of such


                                       6
<PAGE>   7
                             EQK REALTY INVESTORS I

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


              calculation would be antidilutive.

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 March 31, 1995, a
              balance of $702,000 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 flow, are
              limited to capital expenditures approved by the lender.  As of
              March 31, 1995, the balance of the capital reserve account was
              $1,860,000.

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 (see Note
              5).  For the three months ended March 31, 1995 and 1994,
              portfolio management fees were approximately $102,000 and
              $108,000, 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 March 31, 1995, the discounted
              liability for deferred management fees was $2,209,000.


                                       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 East Mall is
              managed by Compass Retail, Inc. ("Compass") a subsidiary of
              Equitable Real Estate and an affiliate of the Advisor.  Castleton
              Commercial Park 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
              three months ended March 31, 1995 and 1994, management fee
              expense attributable to services rendered by Compass was $74,000
              and $75,000, respectively.

NOTE 5.       COMMITMENTS AND CONTINGENCIES

              Harrisburg Anchor Tenant Replacement and Outparcel Building
              Redevelopment

              As previously announced, Hess's Department Stores, Inc.
              ("Hess's") sold certain of its stores, including its locations at
              Harrisburg, to the May Department Stores Company ("May").  During
              the fourth quarter of 1994, the Hess's location at Harrisburg
              closed, its anchor tenant lease was assigned to May, and
              remodeling and expansion of the former Hess's space commenced for
              the purpose of accommodating the opening of a Hecht's department
              store (a division of May).

              The expansion of the Hecht's space resulted in the relocation in
              April 1995 of Toys 'R' Us (which was situated in the basement
              area previously occupied by Hess's) to Harrisburg's outparcel
              building.  Prior to the Toys 'R' Us relocation, the outparcel
              building was redeveloped to suit the specifications of this
              tenant.  The redevelopment project, which was substantially
              complete by the end of the first quarter of 1995, has a budget of
              $3,950,000.  As of March 31, 1995, approximately $2,800,000 
              remains to be spent ($2,300,000 as of April 30, 1995).  Such 
              future expenditures are principally comprised of the remaining 
              payments due the general contractor and tenant allowances due 
              Toys 'R' Us, and are anticipated to be paid during the second and
              third quarters of 1995.  This project is being funded by 
              existing cash reserves, including amounts restricted in 
              accordance with the Cash Management Agreement (see Note 3), and 
              1995 operating cash flows.

              May is responsible for the costs associated with the remodeling
              and expansion of the Hecht's space.  It is anticipated that
              Hecht's will open in the fourth quarter of 1995.

              The Trust's mortgage lender requires the deferral of payment of
              the portfolio management fee (described in Note 4) commencing in
              December 1994 until such time as the lender has been provided
              with final cost data evidencing the redevelopment project has
              been completed within budget.  Upon satisfaction of this
              condition, which management believes will occur during the second
              quarter of 1995, the Trust will be allowed to pay the Advisor all
              such deferred advisory fees and all advisor fees subsequently
              earned on a current basis.  Deferred


                                       8
<PAGE>   9
NOTE 5.       COMMITMENTS AND CONTINGENCIES (CONTINUED)


              portfolio management fees remain an obligation of the Trust and
              will be paid at the time of the liquidation of the Trust's real
              estate portfolio if lender's consent to payment upon completion
              of the project is not obtained.

              Debt Maturities

              The Trust's debt instruments mature in December 1995 in the
              aggregate principal amount of $81,767,000 (assuming no 1995
              prepayments).  In anticipation of the Mortgage Note and Term Loan
              maturities, the Trust's management is pursuing financing 
              alternatives, including the refinancing of its debt with the 
              existing lenders and the potential for prepaying part or all of 
              the debt outstanding with the proceeds from real estate 
              dispositions.  Based on its current assessment of the credit 
              markets, management believes that a new debt facility would be 
              well collateralized as evidenced by the Properties' aggregate 
              appraised value of $116,100,000 as of December 31, 1994, and that 
              such new facility will be in place on or before
              the maturity date of the existing debt.  However, if the Trust is
              unable to refinance or replace the existing debt at commercially
              reasonable terms or at all, Management's plans with respect to
              liquidating the Trust's real estate investments will be
              accelerated to satisfy its debt obligations.

              John Wanamaker

              In January 1994, Woodward & Lothrop, the parent company of John
              Wanamaker (an anchor department store tenant at Harrisburg),
              filed for protection under Chapter 11 of the United States
              Bankruptcy Code.  Under Federal bankruptcy law, Woodward &
              Lothrop has the option to assume or reject their lease at
              Harrisburg.  To date, there have been no substantive developments
              with respect to the bankruptcy proceedings.  The John Wanamaker
              location at Harrisburg remains open, and all post-petition
              billings have been paid on a timely basis.  Further, management
              has been informed that the John Wanamaker location at Harrisburg
              is one of the retail chain's top performing mall locations.
              Woodward & Lothrop has further demonstrated its commitment to
              this location by commencing a court-approved renovation of the 
              store's interior.  Although no assurances can be given, the 
              Trust's management believes that Woodward & Lothrop will assume 
              its John Wanamaker lease at Harrisburg, and that the bankruptcy 
              filing will not have a material adverse impact on the operations 
              of the Mall.


                                       9
<PAGE>   10
                             EQK REALTY INVESTORS I

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

                              Financial Condition


              This discussion should be read in conjunction with the financial
statements and notes that appear on pages 3 to 9.

FINANCIAL CONDITION

Capital Resources

The Trust's portfolio at March 31, 1995 consists of two real estate investments
(the "Properties"):  Castleton Commercial 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."

As discussed in Note 1 to the financial statements, the Trust continues to
pursue the orderly liquidation of its real estate portfolio.  During this
process, 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 calendar year 1995 capital
expenditures of approximately $6,300,000, including approximately $3,950,000
associated with the redevelopment of Harrisburg's outparcel building as
described below.  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 balance of this account at March 31, 1995 was $1,860,000.

Debt Maturities

The Trust's debt instruments mature in December 1995 in the aggregate principal
amount of $81,767,000 (assuming no 1995 prepayments).  In anticipation of the
Mortgage Note and Term Loan maturities, the Trust's management is pursuing
financing alternatives, including the refinancing of its debt with the
existing lenders and the potential for prepaying part or all of the debt
outstanding with the proceeds from real estate dispositions.  Based on its 
current assessment of the credit markets, management believes that a new debt 
facility would be well collateralized as evidenced by the Properties' aggregate
appraised value of $116,100,000 as of December 31, 1994, and that such new 
facility will be in place on or before the maturity date of the existing debt.
However, if the Trust is unable to refinance or replace the existing debt at 
commercially reasonable terms or at all, Management's plans with respect to 
liquidating the Trust's real estate investments will be accelerated to satisfy 
its debt obligations.


                                       10
<PAGE>   11
Harrisburg Anchor Tenant Replacement and Outparcel Building Renovation

As previously announced, Hess's Department Stores, Inc. sold certain of its
stores, including its location at Harrisburg, to the May Department Stores
Company ("May").  During the fourth quarter of 1994, the Hess's location at
Harrisburg closed, its anchor tenant lease was assigned to May, and remodeling
and expansion of the former Hess's space commenced for the purpose of
accommodating the opening of a Hecht's department store (a division of May).

The expansion of the Hecht's space resulted in the relocation in April 1995 of
Toys 'R' Us (which was situated in the basement area previously occupied by
Hess's) to Harrisburg's outparcel building.  Prior to the Toys 'R' Us
relocation, the outparcel building was redeveloped to suit the specifications
of this tenant.  The redevelopment project, which was substantially complete by
the end of the first quarter of 1995, has a budget of $3,950,000.  As of March
31, 1995, approximately $2,800,000 remains to be spent ($2,300,000 as of April 
30, 1995).  Such future expenditures are principally comprised of the remaining
payments due the general contractor and tenant allowances due Toys 'R' Us, and 
are anticipated to be paid during the second and third quarters of 1995.  This 
project is being funded by existing cash reserves, including amounts restricted
in accordance with the Cash Management Agreement (see Note 3 to the financial 
statements), and 1995 operating cash flows.

May is responsible for the costs associated with the remodeling and expansion
of the Hecht's space.  It is anticipated that Hecht's will open in the fourth
quarter of 1995.

Liquidity

The Trust generated $1,000,000 and $263,000 of cash flows from operating
activities during the three months ended March 31, 1995 and 1994, respectively.
The $737,000 increase in operating cash flows was related to the timing of the
receipt and payment of various working capital items.  Such items were
comprised of the deferral of first quarter 1995 portfolio management fees in
the amount of $102,000 (see Note 4 to the financial statements), the
non-recurrence in 1995 of a March 31, 1994 accrual for reimbursement due from a
contractor, the receipt of prepaid rents from tenants at Castleton in March
1995 in excess of amounts received in March 1994, and the timing of payment of
certain recurring operational expenses at both Properties.

In connection with the anchor tenant substitution of Hecht's for Hess's at
Harrisburg, the Trust expects an approximate $800,000 decrease in minimum rents
in 1995, including an approximate $100,000 decrease in base rent to be received
from Hecht's as compared to Hess's base rent.  Subsequent to the opening of the
Hecht's store, anticipated to occur by December 1995, the minimum rent
reduction is expected to amount to $400,000 per year.  Such reduction may be
offset in whole or in part by increases in percentage rental and other revenues
as a result of the expected increase in Mall customer traffic associated with 
the inclusion of Hecht's as an anchor tenant.

Cash flows used in investing activities during the three months ended March 31,
1995 and 1994 amounted to $1,976,000 and $1,254,000, respectively.  The 1995
results reflect first quarter 1995 expenditures of approximately $1,140,000
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.


                                       11
<PAGE>   12
During both quarterly periods ended March 31, 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 $5,030,000 pursuant to existing loan agreements prior
to such debt maturities in December 1995.

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 agreements.


Results of Operations

For the three months ended March 31, 1995, the Trust reported a net loss of
$1,128,000 ($.12 per Share) compared to a net loss of $928,000 ($0.10 per
Share) for the three months ended March 31, 1994.

The Trust's revenues for the three months ended March 31, 1995 and 1994 were
$3,966,000 and $4,018,000, respectively.  The decrease in revenues in 1995 was
due to a $198,000 decline in Harrisburg revenues attributable to the
aforementioned reduction in minimum rents associated with the replacement of
Hess's by Hecht's and the related relocation of Toys 'R' Us to the outparcel
building.  The decline in Harrisburg's revenues was partially offset by revenue
growth at Castleton amounting to $146,000.  Such growth was attributable to a
3% increase in occupancy over the first quarter of 1994.

There were no significant changes in operating expenses at either Harrisburg or
Castleton during the three months ended March 31, 1995 and 1994.

Interest expense for the first quarter of 1995 increased by $130,000 over the
first quarter of 1994 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 operation of the Trust, and interest income earned on cash balances.
There was no significant fluctuation in other expenses between the first
quarters of 1995 and 1994.

In connection with the Harrisburg outparcel building renovation, the Trust's
mortgage lender requires a deferral of payment of the portfolio management fee
(described in Note 4 to the financial statements) commencing in December 1994
until such time as the lender has been provided with final cost data evidencing
the project has been completed within budget.  Upon satisfaction of this
condition, which management believes will occur during the second quarter of
1995, the Trust will be allowed to pay the Advisor all such deferred advisory
fees and all advisory fees subsequently earned


                                       12
<PAGE>   13
              on a current basis.  Deferred portfolio management fees remain an
              obligation of the Trust, and if the lender's consent to payment
              on a current basis is not obtained, such fees will be payable
              upon liquidation of the Trust's property portfolio.


                                       13
<PAGE>   14
                             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.     Financial Data Schedule.  Included in EDGAR 
                                  transmission only.

              (b)    Reports on Form 8-K.  No reports on Form 8-K have been
                     filed during the quarter ended March 31, 1995.


                                       14
<PAGE>   15
                                   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:  May 12, 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)


                                       15

<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 MARCH 31,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           3,723
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  90,528
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                       135,875
                                0
                                          0
<OTHER-SE>                                    (132,190)
<TOTAL-LIABILITY-AND-EQUITY>                    90,528
<SALES>                                              0
<TOTAL-REVENUES>                                 3,966
<CGS>                                                0
<TOTAL-COSTS>                                    1,451
<OTHER-EXPENSES>                                 1,499
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,144
<INCOME-PRETAX>                                 (1,128)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (1,128)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (1,128)
<EPS-PRIMARY>                                     (.12)
<EPS-DILUTED>                                     (.12)
        

</TABLE>


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